definiens: means, with respect to the performance of Development, Manufacturing or Commercialization act ivities with respect to a Licensed Compound or a Licensed Product by Licensee, the carrying out of s uch activities in a sustained and diligent manner a nd using efforts and resources comparable to the efforts and resources commonly used by biopharmaceutical compa nies of a size and with resources or access to resources similar to that of Licensee, for high - priority com pounds or products of such companies at a similar stage in de velopment or product life, taking into account issu es of patent coverage, measures of relative safety and efficacy, product profile, the competitiveness of the market place, the proprietary position of such Licensed Product, the regulatory structure involved and other relevant te chnical, legal, scientific and medical considerations . With respect to efforts to Commercialize a Licensed Prod uct, shall be determin ed on a Market - by - Market basis, without regard to t he particular circumstances of Licensee, including any other product opportunities of Licensee and withou t regard to any payments owed by Licensee to [COMPANY] under this Agreement ; provided, however, that in determining whether Licensee is using Commercially Reasonable Efforts to Commercialize a Licensed Prod uct in Canada or Mexico, it is appropriate to consider the effect that the Commercialization of such Licen sed Product in Canada or Mexico reasonably could have o n the Commercialization of such Licensed Product in the United States ( including the establishment of gover nment - approved pricing for such Licensed Product )