definiens: means, with respect to the efforts to be expended by a party with respect to the objective that is the sub ject of such efforts, reasonable, good faith effort s and resources to accomplish such objective that such party would normally use to accomplish a similar objective unde r similar circumstances, it being understood and agreed that with respect to the Development or Commercializatio n of the Licensed Product in the Territory by [COMPANY], such e fforts shall be similar to those efforts and resour ces consistent with the usual practice of [COMPANY] in pursuing the D evelopment or Commercialization of drug products ow ned by it or to which it otherwise has rights that are of similar market potential as a Licensed Product in t he Territory, taking into account all relevant factors, including the orphan drug status ( if any ) of the Licensed Pr oduct and other regulatory matters, safety and efficacy matte rs, product labeling or anticipated labeling, prici ng, present and future market potential, past performance of th e Licensed Product, past performance of [COMPANY] ’s ow n drug products that are of similar market potential ( taki ng into account that the Licensed Product is intend ed for the treatment of a rare disease ), financial return [ * * * ], medical and clinical considerations, present and future regulatory environment and competitive market condi tions, all as measured by the facts and circumstanc es at the time such efforts are due . It is anticipated that t he level of effort constituting Commercially Reason able Efforts may change over time