definiens: means, with respect to the achievement of the Milestone, carrying out those obligations and tasks in good faith and ina manner that comprises a level of effort and expenditure of resources that is consistent with commercially reasonable practices normallyand typically devoted by a company, in the exercise of its commercially reasonable discretion, within the pet therapeutics industry ofcomparable size and resources to the Company, relating to development of, seeking regulatory approval of or commercializing, asapplicable, a similar product or product candidate, as applicable, at a similar stage in its development or product life as the applicableProduct, taking into account, without limitation, issues of safety and efficacy, market potential, anticipated pricing and reimbursement rates, costs, expected profitability ( including development costs, intellectual property defense costs, distribution and logistics and all other costsassociated with the applicable Product ), labeling, pricing reimbursement, methods of distribution, the competitiveness of alternative productsin the marketplace or under development, market exclusivity ( including the patent, regulatory and other proprietary position of such Product),the applicable regulatory environment and relevant commercial, financial, technical, legal, scientific and/or medical factors ; provided, however, that neither ( i ) the potential 2payment of the Milestone under this Agreement, nor ( ii ) the development or commercialization by Parent or its Affiliates of any CompetingProduct shall be taken into account by Parent in determining the level of efforts to be asserted to achieve a Milestone . For purposes hereof, means any product that may reasonably be deemed to compete with the Product . For the avoidance of doubt, a failureto achieve the Milestone may still be consistent with Diligent Efforts