definiens: shall mean the efforts that a pr udent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as possible ; provided, however, that a Person required to use under thi s Agreement will not be thereby required to take ac tions that would result in a material adverse change in the be nefits to such Person under this Agreement or any o f the Material License Agreements . Without limiting the generality of the foregoing, in determining Diligent Efforts with respect to the development and commercialization of the Pro duct or the Compound known as or or, the parties shall take into account the following : the market potential of the Product or s uch Compound, safety and efficacy, product profile, com petitiveness of the marketplace for the Product, th e proprietary position of the Product, the regulatory structure involved, the availability and level of reimbursement for such treatment by third party payors or health insurance plans, the potential total profitability of the Product marketed or to be marketed and other relevant facto rs affecting the cost, risk and timing of developme nt and the total potential reward to be obtained if the Produc t is commercialized