definiens: means, with respect to a Party ’s obligation under this Agreement to Develop or Commercializethe Product, efforts and resources which would normally be used by a pharmaceutical company in the pharmaceutical industryfor a product owned by or licensed to it, and activities related to the development and commercialization of such product, which is of similar commercial potential at a similar stage in its development or product lifecycle, taking into account variousissues, such as its safety and efficacy, product profile, cost to develop, cost and availability of supply, the time required tocomplete development, the competitiveness of the marketplace, the company ’s patent position with respect to such product(including the company ’s ability to obtain or enforce, or have obtained or enforced, such patent rights ), the third - party patentlandscape relevant to the product, the regulatory structure involved, the likelihood of regulatory approval, the anticipated oractual profitability of the applicable product, and all other relevant factors, all as measured by the facts and circumstances atthe time such efforts are due provided that in relation to CTI ’s obligations under this Agreement CTI shall not be entitled tofactor in sums owed to Chroma under this Agreement or any sums due to any Third Party licensor of Intellectual Propertywhich CTI licenses and is used in relation to the Product