definiens: means the efforts that a prudent Person desirous of achieving a result would use in similarcircumstances to achieve that result as expeditiously as possible ; provided, however, that a Person required to use under this Agreement will not be thereby required to take actions that would result in a materialadverse change in the benefits to such Person under this Agreement . Without limiting the generality of the foregoing, indetermining Diligent Efforts with respect to the research, development and commercialization of a Licensed Compoundor Product, the Parties shall take into account the following : the market potential of such Licensed Compound orProduct, safety and efficacy, product profile, competitiveness of the marketplace for the Product, the proprietary positionof the Product, the regulatory structure involved, the availability and level of reimbursement for such treatment by ThirdParty payors or health insurance plans, the potential total profitability of the applicable Product marketed or to bemarketed and other relevant factors affecting the cost, risk and timing of development and the total potential reward to beobtained if a Product is commercialized