definiens: means efforts and resources used by a participant in thepharmaceutical industry consistent with the prudent exercise of reasonable business judgment with respect to a product ownedby it or to which it has rights ( exclusive or non - exclusive, as the case may be ), which is of similar market potential, at a similarstage in its product life, taking into account the competitiveness of the marketplace, including generic competition, applicable regulatory impediments, and reimbursements available for the product . For clarity, with respect to the promotion, marketing, and sale of Product, it shall not be Commercially Reasonable to substantially discontinue the distribution ofProduct or to substantially discontinue manufacture ( or purchase from DPT ) of Product for sale to customers . In the case ofBPA, means efforts and resources used by a participant in the pharmaceutical industryconsistent with the prudent exercise of reasonable business judgment with respect to a product out - licensed by it, which is ofsimilar market potential, at a similar stage in its product life, taking into account the competitiveness of the marketplace, including generic competition, applicable regulatory impediments, and reimbursements available for the product