definiens: means, with respect to a Party, the efforts and resources which wouldbe used ( including without limitation the promptness with which such efforts and resources would be applied ) by thatParty in Developing, manufacturing, 5promoting or Commercializing its own pharmaceutical products that are of comparable market potential to theLicensed Product, taking into account all relevant factors including product labeling or anticipated labeling, presentand future market potential, past performance of the Licensed Product and such Party ’s own pharmaceutical productsthat are of similar market potential, financial return, medical and clinical considerations, present and future regulatoryenvironment and competitive market conditions, and the nature and extent of market exclusivity ( including patentcoverage and regulatory exclusivity ), all as measured by the facts and circumstances at the time such efforts aredue . Commercially Reasonable Efforts require that a Party, at a minimum, assign responsibility for such obligations toqualified employees, set annual goals and objectives for carrying out such obligations, and allocate appropriateresources designed to meet such goals and objectives