definiens: means such efforts as are consistent with the efforts and resources generallyused by a Party in the exercise of its reasonable business discretion relating to ( i ) with respect to [COMPANY], the researchand development of a potential pharmaceutical product owned by it or to which it has exclusive rights, which is ofsimilar market potential at a similar stage in its development or product life, taking into account issues of patentcoverage, safety and efficacy, product profile, the competitiveness of products in development and in themarketplace, the proprietary position of the compound or product, the regulatory structure involved, the profitability ofthe applicable products ( including, without limitation, pricing and reimbursement status achieved ), and other relevantfactors, including without limitation, technical, legal, scientific and/or medical factors, and ( ii ) with respect to [COMPANY], the research of biological and metabolic pathways and the identification of relevant targets related thereto taking intoaccount issues of patent coverage, safety and efficacy and other relevant factors, including without limitation, technical, legal, scientific and/or medical factors