definiens: means the following : ( a ) with respect to PROSENSA, such efforts that areconsistent with the efforts and resources normally used by PROSENSA in the exercise of its reasonable businessdiscretion relating to the research, development and commercial progression of a potential pharmaceutical productowned by it or to which it has exclusive rights, with similar product characteristics as the relevant Compound orProduct, which is of similar market potential at a similar stage in its development or product life as the relevantCompound or Product, taking into account issues of scientific risk, patent coverage, safety and efficacy, product profile, competitiveness of the marketplace, proprietary position, the regulatory structure involved and profitability ( includingpricing and reimbursement status achieved or likely to be achieved ) and other relevant factors, including withoutlimitation, technical, legal, scientific and/or medical factors ; and ( b ) with respect to [COMPANY], such efforts that are consistentwith the efforts and resources normally used by [COMPANY] in the exercise of its reasonable business discretion relating to thedevelopment and commercialization of a prescription pharmaceutical product or over - the - counter product asappropriate owned by it or to which it has exclusive rights, with similar product characteristics as the relevantCompound or Product, which is of similar market potential at a similar stage in its development or product life as therelevant Compound or Product, taking into account issues of patent coverage, safety and efficacy, product profile, thecompetitiveness of the marketplace, the proprietary position, the regulatory structure involved and profitability(including pricing and reimbursement status achieved or likely to be achieved ) and other relevant factors, includingwithout limitation, technical, legal, scientific and/or medical factors provided that [COMPANY] shall not be entitled to factor inamounts that would be owed to PROSENSA relating to the relevant Product