definiens: means, with respect to a Party and its obligation s und er this Agreement, those commercially reasonable efforts an d resources consistent with the usual practices of a similarly situated company for the development and commercial ization of a pharmaceutical product originating fro m its own research and developme nt department without a royalty obligation to other s, which is at a similar stage of research, development, or commercialization, taking into account that product ’s profile of efficacy an d safety ; proprietary position, including patent and regulato ry exclu sivity ; regulatory status, including anticipated or approved labeling and anticipated or approved post- approval requirements ; present and future market an d commercial potential, including competitive market conditions ( but not taking into account any payme nt owed to the other Party under this Agreement ), and all othe r relevant factors, including technical, legal, sci entific and/or medical factors . Commercially Reasonable Efforts re quires that a Party : ( a ) at a minimum establishes a plan to achieve objective s and assigns specific responsibilities for the ach ievement of that plan and ( b ) makes and implements decisions and allocate resources designe d to advance progress with respect to such objectiv es