definiens: means the following : ( a ) with respect to PROSENSA, such efforts that are consistent with the efforts and resources normally used by PROSENSA in the exercise of its reasonable business discretion relating to the Research, Development an d commercial progression of a potential pharmaceuti cal product owned by it or to which it has exclusive ri ghts, with similar product characteristics as the r elevant Compound or Product, which is of similar market pot ential at a similar stage in its development or pro duct life as the relevant Compound or Product, taking into accou nt issues of scientific risk, patent coverage, safe ty and efficacy, product profile, competitiveness of the m arketplace, proprietary position, the regulatory st ructure involved and profitability ( including pricing and r eimbursement status achieved or likely to be achiev ed ) and other relevant factors, including without limitatio n, technical, legal, scientific and/or medical fact ors ; and ( b ) with respect to [COMPANY], such efforts that are cons istent with the efforts and resources normally used by [COMPANY] in the exercise of its reasonable business discretion relating to the development and commercialization o f a prescription pharmaceutical product or over - the - cou nter product as appropriate owned by it or to which it has exclusive rights, with similar product characterist ics as the relevant Compound or Product, which is o f similar market potential at a similar stage in its developm ent or product life as the relevant Compound or Pro duct, taking into account issues of patent coverage, safety and efficacy, product profile, the competitiveness of t he marketplace, the proprietary position, the regulato ry structure involved and profitability ( including pricing and reimbursement status achieved or likely to be achie ved ) and other relevant factors, including without limitation, technical, legal, scientific and/or medical factors provided that [COMPANY] shall not be entitled to factor in amounts that would be owed to PROSENSA relating to the relevant Product