definiens: ) . For purposes of this Agreement, shall mean such reasonable effo rts and diligence to be in accordance with the efforts and resources Licensee would use for a product candidate owned by it or to which it has rights, which is of similar market potential an d at a similar stage in its development or product life as the applicable Licensed Product, ta king into account all applicable circumstances, including patent coverage, the competitiveness of t he marketplace, the proprietary position of the Licensed Product, product profile, the relative potential safety and efficacy of the Licensed Product, the cost of goods and availability of capa city to manufacture and supply the Licensed Product at commercial scale, the profitability of t he applicable Licensed Product, and other relevant factors including, without limitation, tec hnical, legal, scientific or medical factors . If despite using commercially reasonable efforts, Lice nsee believes that it will not timely achieve the Diligence Milestone, it shall notify Licensor r easonably in advance of the foregoing date and Licensor and Licensee will negotiate in good faith to establish a revised timetable for such Diligence Milestone ( ) or other alternatives mutually acceptable to both Parties . If Licensee fails to timely achiev e a Revised Diligence Milestone using commercially reasonable efforts, Licensor shall gra nt Licensee six ( 6 ) additional months to achieve such Revised Diligence Milestone . If the Re vised Diligence Milestone is not achieved within that six - month timeframe, the Agreement shal l terminate, and Licensed Products shall revert to Licensor