definiens: means ( a ) with respect to [COMPANY], the carrying out of obligations or tasks in a sustained and diligent manner in good faith using the level of effort, budget and resourc es normally used by [COMPANY] ( but not less than those generally used in the indu stry by similarly situated companies ) for, when used in connection with the De velopment or Commercialization of a Licensed Product, a product owned or controlled by it, which is of similar commercial potential and at a similar stage in its development or product life, takin g into account with respect to a product its proprietary position, safety and efficacy, product profile, the proprietary position of the product, the then- current competitive environment for the product and the likely timing of the product(s ) ent ry into th e market, the regulatory environment of the product and other rel evant scientific, technical and commercial factors, in each case, consistent wi th the exercise of prudent scientific and business judgment applied in the pha rmaceutical industry by a party wi th a similar business to and similar resources to t hat of [COMPANY] to products, research, development, regulatory approva l and/or marketing projects of similar scientific and commercial poten tial . Commercially Reasonable Efforts shall be determined on a country -by - country and Licensed Product - by- Licensed Product basis . ; and ( b ) with respect to Li censor, the carrying out of obligations or tasks in a sustained and diligent manner in good faith using the level of effort, budget and resourc es normally used by Lice nsor ( but not less than those generally used in the indu stry by similarly situated companies ) when dealing with its own affairs