definiens: means, with respect to:(a ) the performance by [COMPANY] of [COMPANY] Development Activities, efforts and resources consistent inmanner and degree with the efforts and resources that * * * * * * * * for a compound that is at a similar stage of development ormarket acceptance and with similar technical, safety, medical, regulatory and scientific profiles, characteristics and challenges, a similar level of development and commercialization complexity and difficulty, and a similar potential commercial orstrategic value ( taking into account stage of research, development or market acceptance, product life, potential financialreturn, market potential and patent position ) ; or(b ) the performance by [COMPANY] of its obligations with respect to the Development of, seeking MarketingApproval for or the launch or other Commercialization of Licensed Products, efforts and resources consistent in manner anddegree with the efforts and resources that * * * * * * * * for a compound at a similar stage of development or market acceptanceand with similar technical, safety, medical, regulatory and scientific profiles, characteristics and challenges, a similar level ofdevelopment and commercialization complexity and difficulty, and a similar potential commercial or strategic value ( takinginto account stage of research or development, product life, potential financial return, market potential or share and patentposition ) ; provided that, notwithstanding the foregoing, with respect to Developing, seeking Marketing Approval ( including, for clarity, Regulatory Approval ) for, launching or otherwise Commercializing any particular Licensed Product in anyparticular Major Country, no * * * * * * * * of * * * * * * * * on * * * * * * * * of * * * * * * * * or * * * * * * * * shall be taken into account