definiens: means, the expenditure of efforts and resources consistent with the usual practice of Parentand its Subsidiaries with respect to development, regulatory approval, commercialization and reimbursement of products of similarcommercial potential at a similar stage in product lifecycle, taking into account : ( a ) issues of efficacy, safety and expected and actualapproved labeling, ( b ) the expected and actual competitiveness of alternative products sold by third parties in the marketplace, ( c ) theexpected and actual patent and other proprietary position of the product, ( d ) the likelihood of obtaining FDA and other regulatory approvalgiven the regulatory structure involved, ( e ) the regulatory approval of the product and scope of any marketing approval, ( f ) pending or actuallegal -8 - proceedings with respect to products liability, invalidity proceedings with respect to Intellectual Property or infringement of a third party’sIntellectual Property involving the product and ( g ) pricing, reimbursement and profitability relating to the product(s ), but in each case notincluding payments made or to be made pursuant to this Agreement