definiens: means, with respect to the research, Development, Commercialization or other Exploitation of a Licens ed Product, as the case may be, efforts and resourc es commonly used in the research - based pharmaceutical industry for an internally - developed product of sim ilar commercial potential at a similar stage in its life cycle, taking into consideration its safety and eff icacy, its cost to Develop, the competitiveness of alternative product s, its proprietary position and the likelihood of r egulatory approval . Commercially Reasonable Efforts shall be determined on a market - by - market basis for each Lic ensed Product without regard to the particular circumstan ces of a Party, including any other product opportu nities of such Party, and, with respect to [COMPANY], without reg ard to any payments owed to Napo under Sections 7.3, 7.4 and 7.5