definiens: means, ( a ) when used with respect to [COMPANY] ’s obli gations with respectto any Licensed Product under this Agreement, the d evotion of no fewer resources to such Licensed Prod uct thanKyowa devotes to a similar pharmaceutical product o wned by it or to which it has rights, which product is at a similarstage in its development or product life and is of similar market potential and strategic value taking into accountefficacy, safety, expected labeling, the competitiv eness of alternative products in the marketplace, t he patent andother proprietary position of the product, the like lihood of regulatory approval given the regulatory structure involved, the profitability of the product including the roya lties payable to licensors or patent or other intel lectual property rights, alternative products and other relevant factors ; an d ( b ) when used with respect to [COMPANY] ’s obligation s under thisAgreement, the level of efforts required to carry o ut such obligation consistent with the efforts a si milarly situatedcompany, as licensor, devotes to a product of simil ar market potential, profit potential and strategic value and similarscientific, technical, development and regulatory r isks, based on conditions then prevailing