definiens: means, with respect to the obligations and activities of the applicable Party, the carrying out of the subject obligations and activities using efforts and resources comparable to the efforts and resources that such Party or other pharmaceutical companies of then similar size and capitalization to such Party would typically devote to such obligations and activities for pharmaceutical product s of similar market potential to Licensed Product at a similar stage in Development or product life, taking into account, using such Party ’s reasonable judgment, all scientific, commercial, and other appropriate conditions and factors that such Party or other such pharmaceutical companies would reasonably take into account, including issues of safety and efficacy, expected and actual cost and time to Develop, medical and clinical considerations, expected and actual profitability, expected and actual competi tiveness of alternative Third Party products ( including generic or biosimilar products ) in the marketplace, the nature and extent of expected and actual market exclusivity ( including patent coverage and regulatory exclusivity ), the expected likelihood of R egulatory Approval, the expected and actual reimbursability and pricing, and the expected and actual amounts of marketing and promotional expenditures required ; provided, however, that such efforts will include the right of such Party, using its reasonable judgment, to suspend, discontinue or decrease efforts and application of resources in circumstances where such suspension, discontinuation or decrease is consistent with the exe rcise of Commercially Reasonable Efforts