definiens: means, as applied to the development and commercialization of the Company Products, theuse of reasonable, diligent, good faith efforts and resources, consistent with the usual practices of a biopharmaceutical company of similarsize and resources, for a pharmaceutical product in an active, ongoing program, which product is at a similar stage of research, development, or commercialization and is of similar market potential, taking into account all relevant factors, including the potentialprofitability of the product ( provided that the cost of making any payments under this Agreement shall not be taken into account ), the presentand potential market for, and commercial potential of, the Company Products, the costs and risks of Developing, Manufacturing, andCommercializing the product, scientific, technical, commercial, safety, efficacy and regulatory concerns, product profile, the competitivenessof the marketplace, regulatory exclusivity, the likelihood of regulatory approval given the regulatory structure involved, performance of otherproducts that are of similar market potential and the likely timing of other product ’s entry into the market, the patent protection and otherproprietary position of the product, relevant third party intellectual property necessary to develop and commercialize the product, and otherrelevant factors commonly considered in similar circumstances