definiens: means, as applied to [COMPANY], its Affiliate or a Sublicensee, those efforts and resourcesthat a company within the bio - pharmaceutical industry at a similar stage of development as [COMPANY], such Affiliate or suchSublicensee, as applicable, would use for a compound or product with similar market and/or commercialization prospects at - 2 -a similar stage in its product life cycle, taking into account the stage of development or commercialization of the compoundor product, the cost - effectiveness of efforts or resources while optimizing profitability, the competitiveness of alternativecompounds or products that are or are expected to be in the marketplace, the patent and other proprietary position of thecompound or product, the profitability of the compound or product and alternative compounds or products and other relevantcommercial factors . For purposes of this Section 1.5, milestone and royalty payments required to be paid to Nerviano underthis Agreement shall not be considered in evaluating profitability or other economic factors