definiens: means, with respect to drug compounds and drug products, the carrying out of Development and Commercialization activities, and the preparation, filing, prosecution ( including any interferences, reissue proceedings and reexaminations ) and maintenance of Patent Rights claiming such drug compounds and drug products, in a sustained manner using good faith commercially reasonable and diligent efforts that a company within the pharmaceutical industry and similarly situated to [COMPANY] would reasonably devote to a product of similar market potential or profit potential resulting from its own research efforts and on which it would not owe royalties to Predix, based on conditions then prevailing and taking into account, without limitation, issues of safety and efficacy, product profile, the proprietary position, the then current competitive environment for such product or compound and the likely timing of the product 's entry into the market, the regulatory environment and status of the product, and other relevant scientific, technical and commercial factors as they exist at the time throughout the Territory