definiens: shall mean with respect to the efforts to be expended by a Party or its Affiliate with respect to any objective, activity or decision to be undertaken hereunde r, reasonable, good faith efforts to accomplish such objective, activity or decision as a Third Party of similar size and resources in the biopharmaceutical industry, would normally use to accomplish a similar objective, activity or decision under similar circumstances, it being understood and agreed that with respect to the research, development, manufacture, seeking and obtaining Marketing Approval, or commercialization of a Collaboration ICP or a Royalty Product or Co -Funded Product, such efforts and res ources shall be consistent with those efforts and resources commonly used by a Third Party of similar size and resources in the biopharmaceutical industry under similar circumstances for similar compounds or products owned by it or to which it has similar rights, which compound or product, as applicable, is at a similar stage in its development or product life and is of similar market potential, taking into account all scientific, commercial, and other factors that such Third Party would take into account u nder similar circumstances, including issues of safety and efficacy, expected and actual cost and time to develop, expected and actual profitability ( including royalties and other payments required hereunder ), expected and actual competitiveness of alterna tive Third Party products in the marketplace, the nature and extent of expected and actual market exclusivity ( including patent coverage and regulatory exclusivity ), the expected likelihood of Marketing Approval, the expected 7 and actual reimbursabi lity and pricing, and the expected and actual amounts of marketing and promotional expenditures required . Commercially Reasonable Efforts shall be determined on a Target -by - Target, CTM -by - CTM, Collaboration ICP -by - Collaboration ICP, Royalty Product -by - Roya lty Product, or Co -Funded Product -by - Co - Funded Product basis, as applicable, in view of conditions prevailing at the time, and evaluated taking into account all relevant factors