definiens: means with respect to Purchaser ’s obligations under thisAgreement to develop an Earnout Product, the carrying out of such obligations or tasks with a level of effort andresources consistent with the commercially reasonable practices devoted by a biotechnology company of similar sizeand resources as Purchaser for the research, development, manufacture or commercialization of a product owned byit ( or to which it has exclusive rights ) at a similar stage of development or commercialization and of similar marketpotential, profit potential and strategic value, based on conditions then prevailing . Such efforts may take into account, without limitation, issues of safety and efficacy, regulatory authority - approved labeling, product profile, thecompetitiveness of alternative products in the marketplace, pricing / reimbursement for the product in a country relativeto other markets, the likely timing of the product ’s entry into the market, the patent and other proprietary position, thelikelihood of regulatory approval and other relevant scientific, technical and commercial factors