definiens: sha ll mean efforts and resources commonly used in the research - based pharmaceutical industry for a product at a similar stage in its product life or similar market potential, taking into account efficacy, the competitiveness of alternativ e products in the marketplace, the degree of intellectual property pr otection available for the product ( whether to Guilford or to Third Parties ), the likelihood of regulatory approval given the regulatory structure involved, t he profitability of the product including the royalties payable to licensor s of Patent Rights, alternative products and other relevant factors . Co mmercially Reasonable Efforts shall be determined on a market - by - market basis for a particular product, and it is anticipated that the level of effort will change over time, reflecting changes in the status of the product and the market involved . For the avoidance of doubt, the Parties agree that Guilford ( or its A ffiliates or sublicensees ) may elect not to sell a Program Product in a partic ular country if there is no patent covering same in such country