definiens: . Commercially Reasonable Efforts shall mean the efforts, expertise and resources normally used by a Party to Discover, Develop, manufacture and Commercialize a product orcompound owned by it or to which it has rights, which is of similar market potential at a similar stage in itsdevelopment or product life, taking into account issues of safety and efficacy, product profile, difficulty in developingthe product or compound, competitiveness of the marketplace for the product, the proprietary position of thecompound or product, the regulatory structure involved, the availability and level of reimbursement for such treatmentby Third Party payors or health insurance plans, the potential total profitability of the applicable product(s ) marketed orto be marketed and other relevant factors affecting the cost, risk and timing of Development and the total potentialreward to be obtained if a product is Commercialized . The Parties agree that Commercially Reasonable Efforts shallnot require a Party to expend efforts, expertise and resources that such Party would not normally expend to Discover, Develop, manufacture and Commercialize a product or compound owned by it or to which it has rights, taking intoaccount the foregoing factors