definiens: means, with respect to the performance of Development, Commercialization or Manufacturing activities with respect to the Licensed Compound or a Licensed Product by Licensee, the carrying out of such activities using efforts and resources compara ble to the efforts and resources commonly used in the research -based biopharmaceutical industry by a company of comparable size for compounds or products of similar market potential at a similar stage in development or product life, taking into account the proprietary position of the product, the regulatory status and approval process, the probable profitability of the applicable product, and other relevant factors such as technical, legal, scientific or medical factors . sh all be determined without regard to the particular circumstances of Licensee, including any other product opportunities of Licensee and without regard to any payments owed by Licensee to [COMPANY] under this Agreement . Additionally, with respect to North America, Europe, and Asia -Pacific, shall be determined on a region -by - region basis