definiens: means, ( a ) with respect to aParty ’s obligations under this Agreement during the Research Term, the level of efforts andresources reasonably required to carry out such obligations hereunder and consistent with theefforts and resources such Party normally uses relating to the discovery and development ofbiopharmaceutical products and ( b ) with respect to a Party ’s obligations under this Agreementfollowing [COMPANY] ’s exercise of the Option, and, in the case of [COMPANY], with respect to a LicensedProduct, efforts consistent with the efforts and resources normally used by a similarly situatedpharmaceutical or biotechnology company in the exercise of its reasonable business discretionrelating to the development or commercialization of a pharmaceutical product with similar productcharacteristics that is of similar market potential at a similar stage of development orcommercialization, and in the case of either Party taking into account other relevant factorsincluding technical, legal, intellectual property, competition, scientific and medical factors