definiens: means, with respect to either Party inrelation to this Agreement, such efforts ( whether undertaken by such Party directly or by suchParty ’s Affiliates or Sublicensees ) that are consistent with the efforts and resources used by abiopharmaceutical company of similar size and resources in the exercise of its commerciallyreasonable business practices relating to an exercise of a right or performance of an obligationunder this Agreement, including the research, development, manufacture and commercializationof a pharmaceutical or biologic compound or product, as applicable, at a similar stage in itsresearch, development or commercial life as the relevant Product, and that has commercial andmarket potential similar to the relevant Product, taking into account issues of intellectual propertycoverage, safety and efficacy, stage of development, product profile, competitiveness of ThirdParty products in the marketplace, supply chain, proprietary position, regulatory exclusivity, anticipated or approved labeling, present and future market and commercial potential, thelikelihood of receipt of Regulatory Approval, profitability ( including pricing and reimbursementstatus achieved or likely to be achieved ), alternative therapies and legal issues