definiens: means the efforts, expertise, expenses and resources normally used by a Partyto manufacture and commercialize a product or compound owned by it or to which it has rights, which is of similarmarket potential at a similar stage in its development or product life, taking into account issues of safety and efficacy, product profile, competitiveness of the marketplace for the product, the proprietary position of the compound orproduct, the regulatory structure involved, the availability and level of reimbursement for treatment using the 2 product or compound by commercial or private or governmental Third Party payors or health insurance plans, and thepotential profitability of the Party undertaking such efforts with respect to the applicable product(s ) marketed or to bemarketed . The Parties agree that Commercially Reasonable Efforts shall not require a Party to expend efforts, expertise, expenses, and resources that such Party would not normally expend to manufacture and commercialize aproduct or compound owned by it or to which it has rights, taking into account the foregoing factors