definiens: means, with respect to the efforts to be expended, or considerations tobe undertaken, by a Party and its Affiliates with respect to any objective, activity or decision to be undertaken hereunder, reasonable, good faith efforts to accomplish such objective, activity or decision as such Party would normally use toaccomplish a similar objective, activity or decision under similar circumstances in connection with an active development, manufacturing or commercialization program, it being understood and agreed that with respect to the Development, Manufacture or Commercialization of the Product, such efforts shall be similar to those efforts and resources commonly usedby such Party for a similar pharmaceutical product owned by it or to which it has similar rights ( and not less than the effortsthat would be applied by a similarly situated company using normal and customary level of efforts within the pharmaceuticalindustry for a comparable product ), which product is at a 3 similar stage in its development or product life and is of similar market potential, taking into account efficacy, safety, approved labeling, the competitiveness of alternative products sold by Third Parties in the marketplace, the patent and otherproprietary position of the Product, the likelihood of Regulatory Approval given the regulatory structure involved, and theprofitability of the Product taking into consideration, among other factors, Third Party costs and expenses including theroyalties, milestone and other payments payable to licensors of patent or other intellectual property rights, the Manufacturingcost of the Product, and the pricing and reimbursement relating to the Product