definiens: means, with respect to the efforts to be expended, or considerations to be undertaken, by a Party or its Affiliate with respect to any objective, activity or decision to b e undertaken hereunder, reasonable, good faith efforts to accomp lish such objective, activity or decision as such P arty would normally use to accomplish a similar objective, act ivity or decision under similar circumstances, it b eing understood and agreed that, with respect to the Dev elopment, Manufacture, seeking and obtaining Regula tory Approval, or Commercialization of the Licensed Comp ound or any Licensed Product, such efforts and reso urces shall be consistent with those efforts and resource s commonly used by such Party under similar circums tances for similar compounds or products to which it has simil ar rights, which compound or product, as applicable, is at a similar stage in its development or product life an d is of similar market potential, taking into accou nt : ( a ) issues of efficacy, safety, and expected and actual approved labeling ; ( b ) the expected and actual competitivene ss of alternative products sold by Third Parties in the m arketplace ; ( c ) the expected and actual product pro file of the Licensed Compound or any Licensed Product ; ( d ) the expected and actual patent and other proprietary po sition of the Licensed Compound or any Licensed Product ; ( e ) the likelihood of Regulatory Approval of the Licens ed Compound or any Licensed Product given the regulato ry structure involved ; and ( f ) the expected and act ual profitability and return on investment of the Licen sed Compound or any Licensed Product, taking into consideration expected and actual Third Party costs and expenses and pricing and reimbursement relatin g to the Licensed Compound or any Licensed Product