definiens: means, for each Party, the carrying out of obligations in a diligent andsustained manner using such effort and employing such resources as would normally be exerted or employed by a similarly - situated biopharmaceutical company for a product of similar market potential, and at a similar stage of its Development orproduct life, taking into consideration safety and efficacy, Development Costs, Operating Costs, the anticipated prescriptionlabel, the nature of the Licensed Product, the clinical setting in which it is expected to be used, competitiveness of themarketplace, regulatory environment, the patent or other proprietary position of the Licensed Product, and other conditionsthen prevailing . Commercially Reasonable Efforts shall be determined on a country - by - country basis ; provided that, withrespect to the co - Promotion obligations hereunder, such standard shall be based on an established biopharmaceutical companyrather than a similarly - situated biopharmaceutical company