definiens: means the efforts required in order to carry out a task in a diligentand sustained manner without undue interruption, pause or delay ; which level is at least commensurate with ( i ) the level ofefforts that [COMPANY], [COMPANY] or a similarly situated biopharmaceutical company and ( ii ) regarding MorphoSys’sSublicensee after the Pre - Sublicensing Term, the level of efforts a company that is similarly situated as the respectiveSublicensee, would devote to a product of similar potential and having similar commercial and scientific advantages anddisadvantages resulting from the company ’s own research efforts ( i.e. explicitly ignoring the royalty, milestone and all otherpayments due to [COMPANY] under this Agreement ), taking into account the product ’s safety and efficacy ; the competitiveness ofalternative products ; the product ’s proprietary position ; pricing and reimbursement ; market - specific factors ; technical, scientific and regulatory matters including estimated probabilities of success for future development stages ; and all otherAA76relevant commercial factors