definiens: means, with respect to a Party ’s obligations under this Agreement to research, Develop orCommercialize a Product, the carrying out of such obligations or tasks with a level of efforts and resources consistent with thecommercially reasonable practices [ * ] with respect to the research, development or commercialization, as applicable, of a [ * ] pharmaceutical product that is at [ * ] and that falls within a therapeutic field [ * ], taking into account all relevant factors, including product labeling or anticipated labeling, present and future market potential, financial return ( it being understoodthat, in the case of any Product, means [ * ] of the Product [ * ] and [ * ] ), exclusivity ( including Patent andRegulatory Exclusivity ), medical and clinical considerations and the present and future regulatory environment andcompetitive market conditions, all as measured by the facts and circumstances in effect at the time the carrying out of suchobligations is due