definiens: means ( solely for the purposes of Section 2.8(d ) ), with respect to t he performance of development activities ( including ma nufacturing associated with such development activi ties ) with respect to any HBV Product by Parent, its Affi liates or sublicensees, the carrying out of such ac tivities using efforts and resources, expended in a manner a nd timing consistent with the exercise of prudent s cientific and business judgment, that a diligent company with in the pharmaceutical industry would reasonably dev ote in a given market for the development of a pharmaceutica l product having similar market potential as such H BV Product at a similar stage in development or produc t life, taking into account relevant scientific, co mmercial and other factors that such company would reasonably be expected to take into account, including issues of safety and efficacy, expected and actual cost and time to develop, expected and actual profitability ( includi ng royalties and other payments required hereunder ), freedom to operate and the third party intellectual property l andscape relevant to such HBV Product, including the cost of obtaining rights under any such third party intell ectual property rights that may be necessary or useful in order to develop and commercialize such HBV Product, expected and actual competitiveness of alternative products ( including generic or biosimilar products ), the nature and extent of expected and actual market exclusivit y ( including Patent coverage and any regulatory exc lusivity ), the expected likelihood of Regulatory Approval, the expected and actual reimbursability and pricing, a nd the expected and actual amounts of marketing and promot ional expenditures required following commercializa tion