definiens: means, with respect to the Research, Development or Commercialization of a Research Candidate, Developm ent Candidate or Product, as applicable, that level of efforts and resources commonly dedicated in the pha rmaceutical industry by [ * * * ] to the Research, Deve lopment or Commercialization, as the case may be, of a prod uct of similar commercial potential at a similar st age in its lifecycle, in each case taking into account, on a m arket - by - market basis, issues of safety and efficac y, product profile, the therapeutic modality of the product, t he proprietary position, the then - current competiti ve environment for such product and the likely timing of such product ’s entry into the market, the regula tory environment and status of such product, and other r elevant scientific, technical and commercial factor s ; provided, however, that for the purpose of determin ing Commercially Reasonable Efforts with respect to a Party ( a ) any other pharmaceutical product such Party is then discovering, researching, developing, manufact uring or commercializing in the Territory other than pursuan t to this Agreement, alone or with one or more Affi liates or Third Parties, or ( b ) the payments required to be m ade by such Party to the other Party pursuant to th is Agreement, in each case [ * * * ]