definiens: means, with respect to the efforts to be expended by a party with respect to theobjective that is the subject of such efforts, reasonable, good faith efforts and resources to accomplish such objective that suchparty would normally use to accomplish a similar objective under similar circumstances, it being understood and agreed thatwith respect to the Development or Commercialization of the Licensed Product in the Territory by [COMPANY], such efforts shall besimilar to those efforts and resources consistent with the usual practice of [COMPANY] in pursuing the Development orCommercialization of drug products owned by it or to which it otherwise has rights that are of similar market potential as aLicensed Product in the Territory, taking into account all relevant factors, including the orphan drug status ( if any ) of theLicensed Product and other regulatory matters, safety and efficacy matters, product labeling or anticipated labeling, pricing, present and future market potential, past performance of the Licensed Product, past performance of [COMPANY] ’s own drug productsthat are of similar market potential ( taking into account that the Licensed Product is intended for the treatment of a raredisease ), financial return [ * * * ], medical and clinical considerations, present and future regulatory environment andcompetitive market conditions, all as measured by the facts and circumstances at the time such efforts are due . It is anticipatedthat the level of effort constituting Commercially Reasonable Efforts may change over time