definiens: means ( a ) with respect to the efforts to be expende d by any Party with respect to any objective, such commercia lly reasonable, diligent, and good faith efforts as such Party would normally use to accomplish a simil ar objective un der similar circumstance s and ( b ) the application by such Party, consistent with the exercise of its prudent scientific and business judgment, of diligent efforts and adequate resource s to fulfill the obligation in issue, consistent wi th the level of effo rts such Party would devote to a product at a simil ar stage in its product life as Drug Product and having profit potential comparable to t hat of Drug Product, taking into account, without limitation, commercial, legal and regulatory factor s, target produc t profiles, product labeling, past performance, the regulatory environment and competi tive market conditions in the therapeutic area, safety and efficacy of Drug Product, the strength o f its proprietary position and such other factors a s the Parties may re asonably consider, all based on conditions then pre vailing, but it being understood and agreed that such efforts shall always be consis tent with any other terms and conditions of this Agreement . Subject to the foregoing, Commercially R easonable Efforts wil l not mean that a Party will actually accomplish the applicable task