definiens: means, as applied to [COMPANY], its Affiliate or a Sublicensee, those efforts andresources that a company within the bio - pharmaceutical industry - 2 -at a similar stage of development as [COMPANY], such Affiliate or such Sublicensee, as applicable, would use for acompound or product with similar market and/or commercialization prospects at a similar stage in its product lifecycle, taking into account the stage of development or commercialization of the compound or product, the cost - effectiveness of efforts or resources while optimizing profitability, the competitiveness of alternative compounds orproducts that are or are expected to be in the marketplace, the patent and other proprietary position of the compoundor product, the profitability of the compound or product and alternative compounds or products and other relevantcommercial factors . For purposes of this Section 1.5, milestone and royalty payments required to be paid to Nervianounder this Agreement shall not be considered in evaluating profitability or other economic factors