definiens: means, with respect to the objective that is the subject ofsuch efforts, such reasonable, good faith efforts and resources as a similarly - situated ( including in relation to size andpersonnel and other resources ) company within the pharmaceutical industry would normally use to accomplish asimilar objective under similar circumstances, it being understood and agreed that, with respect to the Developmentand Commercialization of a Product by Adapt, such efforts shall take into account the Product ’s safety and efficacy, its cost to Develop, the competitiveness of alternative products marketed by or being developed by Third Parties andthe nature and extent of market exclusivity ( including Patent coverage and regulatory exclusivity ), the likelihood ofobtaining Regulatory Approval, the expected or actual pricing, reimbursement and formulary status, the Product’sexpected or actual profitability, including the amounts of marketing and promotional expenditures with respect to suchProduct and all other relevant factors with respect to the market for the Product, on a country - by - country basis