definiens: shall mean a level of effort in performing and carrying out OSI ’s obligations and activities under this AGREEMENT that is consistent with the level o f effort that OSI would use in carrying out similar obligati ons and activities for its or its AFFILIATES ’ produ cts other than PRODUCT, but in no event a level less than tho se that a leading biopharmaceutical company in a si milar position as OSI ( or, for any SUBLICENSEE with great er expertise and resources than OSI, such SUBLICENSEE ) with expertise in the development, man ufacture and commercialization of biopharmaceutical products would devote to a product at a similar sta te in its development or product life, as applicabl e, which product is of similar market potential, taking into account efficacy, safety, the competitiveness of a lternative products in the marketplace, the patent and other p roprietary positions of the product, the likelihood of regulatory approval and the profit margin and/or re turn on investment from pursuing such product, prov ided that OSI shall not be required to : ( a ) act in a manner i nconsistent with OSI ’s overall business strategy ; ( b ) take action which results in a material adverse change to this AGREEMENT ; ( c ) act in a manner contrary to its norm al commercial practices ; or ( d ) commence any litigatio n