definiens: means ( a ) with respect to the efforts to be expended by a Party withrespect to an agreed objective, except as otherwise provided in clause ( b ), such reasonable, diligent and goodfaith efforts as such Party would normally use to accomplish a similar objective under similar circumstances, and ( b ) with respect to Spark ’s obligations relating to the Development or Commercialization of LicensedProduct(s ) pursuant to Section 4.1 or Section 5.1, the efforts and resources normally used by a company in thebiopharmaceutical industry for a product that is of similar market potential at a similar stage in its Developmentor product life, taking into account all relevant factors, including the potential profitability of the product, thecosts and risks of Developing, Manufacturing and Commercializing the product, scientific, safety and regulatoryconcerns, product profile, the competitiveness of the marketplace and the proprietary position of the product