definiens: means such efforts that are consistent with the efforts and resources then used by [COMPANY] ( orCelgene ’s Affiliates, Sublicensees, subcontractors or other collaborators ), as applicable, in the exercise of its commercially reasonablepractices relating to an exercise or obligation under this Agreement, including the research, development ( including seeking RegulatoryApproval ), manufacture and commercialization of a pharmaceutical or biological product, as applicable, at a similar stage in its research, development or commercial product life as the relevant Licensed Compounds or Licensed Products, and that has commercial and marketpotential similar to the relevant Licensed Compounds or Licensed Products, taking into account issues of intellectual property scope, subjectmatter and coverage, safety and efficacy, stage of development, product profile, competitiveness of the marketplace, proprietary position, regulatory exclusivity, anticipated or approved labeling, present and future market potential, the likelihood of receipt of Regulatory Approval, profitability ( including pricing and reimbursement status achieved or likely to be achieved ), commercial potential of the product to Celgene(including the amounts payable to licensors of patent or other intellectual property rights but excluding any amounts payable under thisAgreement ), alternative products, legal issues and other relevant factors . Commercially Reasonable Efforts shall be determined on acountry - by - country, market - by - market and Indication - by - Indication basis for a particular Licensed Product, and it is anticipated that the level ofeffort will be different for different markets, and will change over time, reflecting changes in the status of the Licensed Product and thecountry(ies ), market(s ) and Indication(s ) involved