definiens: means : ( a ) with respect to the efforts to be expended by a Party withrespect to any objective, such reasonable, diligent, and good faith efforts as such Party would normally use toaccomplish a similar objective under similar circumstances ; and ( b ) with respect to any objective relating toDevelopment or Commercialization of Product by a Party, the application by such Party, consistent with theexercise of its prudent scientific and business judgment, of diligent efforts and resources to fulfill the obligationin issue, consistent with the level of efforts such Party would devote to a product at a similar stage in its productlife as Product and having profit potential and strategic value comparable to that of Product, taking into account, without limitation, commercial, legal and regulatory factors, target product profiles, product labeling, pastperformance, the regulatory environment and competitive market conditions in the therapeutic area, safety andefficacy of Product, the strength of its proprietary position and such other factors as such Party may reasonablyconsider, all based on conditions then prevailing