definiens: shall mean, with respect to the efforts to be expended by a Party with respect toany objective, reasonable, diligent, good faith efforts to accomplish such objective as such Party would normally use toaccomplish a similar objective under similar circumstances, it being understood and agreed that such efforts shall beconsistent with the Collaboration Purpose and substantially equivalent to those efforts and resources commonly used by aParty for a product owned by it, which product is at a similar stage in its development or product life and is of similar marketpotential ( taking into consideration both anticipated total sales and overall profitability ) . Commercially Reasonable Effortsshall be determined on a market - by - market and product - by - product basis in view of conditions prevailing at the time, andevaluated taking into account all relevant factors, including without limitation, the efficacy, safety, anticipated regulatoryauthority approved labeling, competitiveness of the product or alternative products that are in the marketplace or underdevelopment by Third Parties and other technical, scientific, legal, medical marketing and competitiveness factors . It isanticipated that the level of effort constituting Commercially Reasonable Efforts may change over time . In determiningwhether a Party has used Commercially Reasonable Efforts, neither the Territory Profit Split nor other payments made orrequired to be made from one Party to the other under this Agreement shall be considered in determining market potential(that is, a Party may not apply lesser resources or efforts in support of a Licensed Product because it must pay the TerritoryProfit Split or make milestone or any other payments hereunder to the other Party ) . By way of example, for purposes ofdetermining whether Company uses Commercially Reasonable Efforts to Commercialize a Licensed Product in a MajorMarket Country, a basis for comparison shall be the efforts used by Company to commercialize in such Major Market Countryanother Company product that is wholly owned by Company, is at a similar stage of commercialization to the LicensedProduct and has both anticipated total sales and overall profitability to Company in such Major Market Country substantiallysimilar to that of the Licensed Product, taking into account total sales and total profitability of the Licensed Product in suchMajor Market Country, but without consideration of any of the payments required to be made from one Party to the otherunder this Agreement