definiens: means, with respect to the efforts to be expended by [COMPANY] in the performance of [COMPANY] ’s obligations hereunder for the Development and Commercialization of a Product, such l evel of efforts ( including the devotion of such financial resources ) as [COMPANY] would typically devote to a product of similar market potential and profitability and at a similar stage of Development as such Product ( as applicable ), in each case, consideri ng relevant market factors, the risk -benefit assessment of the applicable Product including the data related to clinical outcomes and the safety profile, products in development or in the marketplace ( excluding consideration of competitive products develop ed by [COMPANY] ( or its successor or licensee ) ), pricing and reimbursement status achieved or likely to be achieved, and the scope or potential scope of Patent or other intellectual property protection ; provided, however, that, to the extent that the perform ance of [COMPANY] ’s obligations hereunder is adversely affected by [COMPANY] ’s failure to perform its obligations hereunder, the impact on [COMPANY] of such performance failure by [COMPANY] will be taken into account in determining whether [COMPANY] has used its Commercially Reasonable Efforts to perform any such affected obligations