definiens: means, ( with respect to NEUROGEN and its Affiliates ' obligations, that effort customarily exerted by NEUROGEN, and with respect to MSD and its Affiliates ' obligations, that effort customarily exerted by MERCK, each with respect to its own products of similar scientific merit and commercial potential, taking into account, by example and without limitation, such factors as intellectual property position, the cost of development, regulatory risk, safety ( including any adverse condition or event relating to safety ) and efficacy, reimbursement factors, parallel importation considerations, pricing, product life cycle and cost of sales and marketing, and also including the timing and promptness with which such efforts and resources would be applied . The efforts required by a Party necessary to constitute Commercially Reasonable Efforts will not be reduced by consideration of the fact in and of itself, that a Party or its Affiliate has an interest in developing or commercializing pbarmaceuticals otber than Products, that may be marketed for the same therapeutic Indications as such Products . I 1.10 or means with respect to any item of or right under Know · How and/or Patents, the possession of ( whether by ownership or license, other than pursuant to this Agreement ) the ability of a Party or its Affiliate to grant access to, or licenses or sublicenses of, such items or right as provided for herein without violating the terms of any agreement or other arrangement with, or the enforceable rights of, any Third Party existing at the time such Party would be required hereunder to grant the other Party such access or license or sublicens e