definiens: means the efforts and resources that wou ld be used ( including the promptness in which such efforts and resources would be applied ) by ECR consistent with its normal business practices, which in no event shall be less than the level of efforts and resources standard in the pharmaceutical industry for a company similar in size and scope to ECR, with respect to a product at a similar stage in its development or product life . " ( c ) The first sentence of Section 4.2 of the Original Agreement is hereby amended and restated in its entirety as follows : 4.2.1 In the Territory . During the term of this Agreement ( with the exception of [COMPANY] 's rights in the event the license has converted to a non - exclusive license under Section 3 . 2 ), neither party shall, directly or indirectly, manufacture ( for use or sale in the Territory ), market or sell an [ * * * * * ] product [ * * * * * ] in the Territory ( except pursuant to this Agreement )