definiens: means, with respect to the efforts and resources to be expended by a Party with respect to an objective un der this Agreement, the reasonable, diligent, good- faith efforts and the application and expenditure of such resources that a similarly situated company engage d in the Development, Manufacturing or Commercialization of OTC products would use to accomplish such objective, which efforts and resources shall be no less than t hose that are typically used by such Party, in each case, in relation to a product owned by such Party or such c ompany, that has a market potential similar to the market potential of such Licensed Product and that is at a similar stage of its product life, and taking into account the establishment of the Licensed Product in the market place, the competitive position of the Licensed Pro duct in the marketplace, the proprietary position of the Licens ed Product, the regulatory status involved, the pri cing and launching strategy, and the relative safety and eff icacy of the Licensed Product