definiens: means carrying out those obligations and tasks that comprise a level of effort and expenditure ofresources that is consistent with commercially reasonable practices normally and typically devoted by Parent inconnection with the development and commercialization of a product owned or controlled by Parent which is, at thetime of measurement of the level of effort and expenditure of resources, similarly situated ( including with respect tomarket potential and sales potential ), and at a stage of development or commercialization similar, to the Product, based on conditions then prevailing and reasonably expected to occur and reasonably taking into account, withoutlimitation, issues of safety and efficacy, anticipated pricing and reimbursement rates, costs, labeling, pricingreimbursement, the competitiveness of alternative products in the marketplace, the patent and other proprietaryposition of the Product and such other competitive products ( including applicable intellectual property rights ), thelikelihood of and requirements for regulatory approval and other relevant scientific, technical, legal and commercialfactors . For the avoidance of doubt, a failure to achieve a Milestone in and of itself may be consistent with DiligentEfforts