definiens: means, with respect to the Development, manufacture, performance of Medical Affairs activities and Non - Promotional Activitieswith respect to, and Commercialization of the Licensed Compound or a Licensed Productby a Party, those efforts and resources, including reasonably necessary personnel, equivalent to the efforts that a research - based biopharmaceutical company or apharmaceutical company that is comparable to such Party would typically devote to aproduct of similar market potential, profit potential, and strategic value and at acomparable stage in development or product life to such Licensed Product, based onconditions then prevailing and taking into account all relevant factors, including issues ofsafety and efficacy, anticipated or actual product labeling, the competitiveness ofalternative Third Party products in the marketplace, the nature and extent of expected andactual market exclusivity ( including Patent coverage and regulatory exclusivity ), theexpected likelihood of regulatory approval, the expected and actual reimbursability andpricing, the potential profitability of such Licensed Product marketed or to be marketed, and other relevant scientific, technical, and commercial factors