definiens: shall mean efforts and diligence in developing and commercializing LICENSED PRODUCTS, LICENSED METHOD, or LICENSED SERVICE and in undertaking investigations and actions required toobtain regulatory approvals, necessary to market LICENSED PRODUCTS, LICENSED METHOD orLICENSED SERVICE in the LICENSED FIELD, such reasonable efforts and diligence to be, on a country - by - country basis, in accordance with the efforts and resources LICENSEE would use for a productcandidate owned or licensed by it or to which it has similar rights, which is of similar market potential asthe applicable LICENSED PRODUCT, LICENSED METHOD or LICENSED SERVICE taking into accountall relevant factors including without limitation the competitiveness of the marketplace ; the proprietaryposition of the LICENSED PRODUCT, LICENSED METHOD or LICENSED SERVICE ; the relativepotential safety and efficacy of the LICENSED PRODUCT, LICENSED METHOD or LICENSEDSERVICE ; any third party intellectual property required for development or commercialization, logisticalchallenges ; applicable laws, rules, and regulations ; timing of market entry and competitive landscape ; thecost of goods and availability [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted andfiled separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of1933, as amended