definiens: means, with respect to either Party in relation t o this Agreement or any Development & Commercialization Agreement, s uch efforts that are consistent with the efforts an d resources used by a biopharmaceutical company of si milar size and market capitalization as such Party in the exercise of its commercially reasonable business pr actices relating to an exercise of a right or perfo rmance of an obligation under this Agreement or any applicable D evelopment & Commercialization Agreement, including the research, development, manufacture and commercializ ation of a pharmaceutical or biologic compound or product, as applicable, at a similar stage in its r esearch, development or commercial life as the rele vant Biologic or Product ( including any Collaboration Candidate ), and that has commercial and market potential simil ar to the relevant compound or Product ( including any Collabo ration Candidate ), taking into account issues of in tellectual property coverage, safety and efficacy, stage of de velopment, product profile, competitiveness of the marketplace, proprietary position, regulatory exclu sivity, anticipated or approved labeling, present a nd future market and commercial potential, the likelihood of receipt of Regulatory Approval, profitability ( incl uding pricing and reimbursement status achieved or likely to be achieved ), amounts payable to licensors of p atent or other intellectual property rights, alternative pro ducts and legal issues