definiens: means ( a ) with respect to Aventis, the efforts and resources typicallyused by pharmaceutical companies similar in size to Aventis, including Aventis, to perform the obligation at issue, and ( b)with respect to [COMPANY], the efforts and resources typically used by biotechnology companies similar in size toImmunoGen, including [COMPANY], to perform the obligation at issue ; in each case with respect to a product or potentialproduct of similar nature at a similar stage in its development or product life and of similar market potential, in view ofconditions prevailing at the time, and evaluated taking into account all relevant factors, including without limitation, themechanism of action, efficacy, safety, the anticipated regulatory authority approved labeling, the competitiveness ofalternative products that are in the marketplace or under development, the patent and other proprietary position of theproduct, the likelihood of Regulatory Approval, the profitability of the product and other technical, scientific, legal, medical, marketing and competitive factors