definiens: means, with respect to each Product, using such efforts and resources typically used by Parentfor the development and commercialization of similar products at similar development stages taking into account, as applicable, suchProduct ’s advantages and disadvantages, product profile, efficacy, safety, toxicity, tolerability, regulatory authority - approved labeling andpricing, the competitiveness of alternative products in the marketplace or under development, the current or future status as an orphanproduct, the patent coverage and proprietary position of such Product, the likelihood of development success or regulatory approval, theregulatory structure involved, the anticipated profitability of such Product, and other relevant scientific, technical and commercial factorstypically considered in good faith by Parent in connection with such similar products . For clarity, Commercially Reasonable Efforts does notmean that either of Parent or any of its Affiliates guarantee either of the Milestones will be achieved or that either of the Milestones will beachieved by a specific date, and the fact that a Milestone is not actually achieved is not, in and of itself, dispositive evidence that Parent orany of its Affiliates did not in fact utilize its Commercially Reasonable Efforts in attempting to achieve such Milestone . For clarity, theapplication of Commercially Reasonable Efforts will not necessarily require Parent to disadvantage any particular currently availablecompeting products or products currently under development by Parent or any of its Affiliates or which may in the future enter developmentby Parent or any of its Affiliates, the success of which may reduce the prospects of achieving the relevant Milestone . Any paymentspayable under this Agreement, including Milestone Payments, may not be taken into account in determining Commercially ReasonableEfforts