definiens: means, with respect to a Party in the performance of its obligationshereunder, the application by or on behalf of such Party of a level of efforts that a similarly - situated pharmaceutical orbiotechnology company, as the case may be, would apply to such activities in relation to a similar pharmaceuticalproduct owned by it or to which it has rights, which product is at a similar stage in its development or product life and isof similar market potential, profit potential and strategic value ( in each case as compared to the Licensed Products)taking into account efficacy, safety, expected labeling, the competitiveness of alternative products in the marketplace, the patent and other proprietary position of the product, the likelihood of regulatory approval given the regulatorystructure involved, the profitability of the product including the royalties payable to licensors, or patent or otherintellectual property rights, alternative products and other relevant factors, based on conditions then prevailing