definiens: means the same standard of effort as used by the Parties, or in any case not less than cornmon in the industry taken as a whole for similarly situated companies, for the activities to be undertaken pursuant to this Agreement, including, in the case of [COMPANY], activities relating to development, clinical testing, manufacturing, marketing and sale, with respect to a product which ( i ) is intended to receive approval from FDA or another regulatory agency in Major Market Countries and ( ii ) has similar potential for treatment of an Indication as do the Optioned Compounds, taking into account scientific, business, marketing and return on investment considerations . It is understood that such compound potential may change from time to time based upon changing scientific, business, marketing and return on investment considerations . The Parties also acknowledge that, even within the Major Market Countries, [COMPANY] and its Affiliates do not always seek to market their own products in every such country or seek to obtain regulatory approval in every such country or for every potential indication or every compound that has potential for an indication . As a result, the exercise by [COMPANY] of Reasonable Diligence is to be determined by judging its efforts taken as a whole