definiens: means such commerciallyreasonable efforts as are typically used by a similarly situated pharmaceutical company incomparable circumstances for the development and commercialization of prescriptionpharmaceutical products of similar commercial potential at a similar stage in productlifecycle, taking into consideration the safety and efficacy of such product, the developmentwork that is to be completed by the Buyer and its Affiliates ( or any Third Party ), thedevelopment of other products in the pipeline of the Buyer and its Affiliates, itscompetitiveness compared to alternative Third Party products, the proprietary position of theproduct ( including scope and duration of relevant patents ), the scope, timing and likelihood ofregulatory approval, the regulatory status of the product, whether the product is subject to aclinical hold, recall or market withdrawal, and the anticipated reimbursability and pricing of theproduct, and ( ii ) refrain from taking any action in bad faith or without reasonable basis whichis primarily intended to prevent, or the primary effect of which is to prevent, the realization ofthe achievement of the First Milestone and the Second Milestone