definiens: shall mean a level of effort in performing and carrying out OSI’sobligations and activities under this AGREEMENT that is consistent with the level of effort that OSI would use in carryingout similar obligations and activities for its or its AFFILIATES ’ products other than PRODUCT, but in no event a level lessthan those that a leading biopharmaceutical company in a similar position as OSI ( or, for any SUBLICENSEE with greaterexpertise and resources than OSI, such SUBLICENSEE ) with expertise in the development, manufacture andcommercialization of biopharmaceutical products would devote to a product at a similar state in its development or productlife, as applicable, which product is of similar market potential, taking into account efficacy, safety, the competitiveness ofalternative products in the marketplace, the patent and other proprietary positions of the product, the likelihood of regulatoryapproval and the profit margin and/or return on investment from pursuing such product, provided that OSI shall not berequired to : ( a ) act in a manner inconsistent with OSI ’s overall business strategy ; ( b ) take action which results in a materialadverse change to this AGREEMENT ; ( c ) act in a manner contrary to its normal commercial practices ; or ( d ) commence anylitigation