definiens: ( or as thecontext may require ) means, for purposes of Section 2.8 of this Agreement, the carryingout of such obligations in a commercially reasonable manner using such diligent andsustained efforts as are typically used by pharmaceutical companies of the size andresources of the Buyer for comparable activities, taking into consideration thedevelopment and commercialization practices for prescription pharmaceutical products ofsimilar commercial potential at a similar stage in product lifecycle by such similarly - situated pharmaceutical companies, including with respect to the safety and efficacy ofsuch product, the risks inherent in the development and commercialization of the product, its competitiveness compared to alternative Third Party products, the proprietary positionof the product ( including scope and duration of relevant patents ), the scope of marketingapproval, the regulatory status of the product, whether the product is subject to a clinicalhold, recall or market withdrawal, intellectual property rights with respect to the product, then - prevailing economic and market conditions, the strategic value of the product to suchcompany, the anticipated profitability of the product ( including based on pricing andreimbursement practices ) and the therapeutic use of the product, but excluding from suchconsideration the obligation to make payment of the Development Payment or anyMilestone Payments