definiens: shall mean:(a ) With respect to efforts of [COMPANY] as measured on a country by country basis : that measure of efforts andresources consistent with [COMPANY] ’s and its Affiliates ’ own efforts and resources applied to its and their owncompounds, devices and products of a similar value, stage of development, life cycle and commercial potential, taking into account all relevant factors including issues of safety and efficacy, product profile, difficulty in developingor manufacturing the applicable Product or sourcing raw materials necessary therefor, competitiveness of alternativethird party products in the marketplace, regulatory approvals ( including pricing approvals ), pricing and reimbursement, the patent or other proprietary position of the applicable Product, the regulatory requirements involved and thepotential profitability of the applicable Product for [COMPANY] and its Affiliates as compared to the expected profitability ofother products of its then current or in development product portfolios ; and(b ) With respect to efforts of the Licensors : the use of reasonable efforts and resources, in good faith, consistent with the efforts and resources that a pharmaceutical or biotechnology company of similar size and situationto the Licensors, in the exercise of prudent legal, medical, scientific and business judgment, would commonly applyto its own compounds, devices and products of a similar value, stage of development, life cycle and commercialpotential to the applicable Product