definiens: means ( a ) with respect to theperformance of Development or Commercialization activities with respect to the LicensedCompound or a Licensed Product by [COMPANY], the use of efforts and resources, not less thancommercially reasonable, good faith efforts and resources, consistent with the efforts andresources generally applied by [COMPANY] to its owned and in - licensed compounds and products of asimilar value, stage of development, life cycle, and commercial potential, taking into account allrelevant factors, including issues of safety and efficacy, product profile, difficulty in developing ormanufacturing the applicable Licensed Product, competitiveness of alternative Third Partyproducts in the marketplace ( including generic products ), the patent or other proprietary positionof the applicable Licensed Product ( including patent coverage and regulatory exclusivity ), theregulatory requirements involved and the potential profitability of the applicable Licensed Productand ( b ) with respect to the performance of Development or4Confidential materials omitted and filed separatelywith the Securities and Exchange Commission