definiens: means, with respect to the efforts to be expended by a Party to accomplish aparticular objective or to conduct specific research, development or commercialization tasks with respect to a Product, theefforts as are substantially equivalent to those efforts and resources commonly used by such Party for accomplishing suchobjective or 5 CONFIDENTIALperforming such tasks with respect to a comparable product that is at a similar stage of development or commercialization, taking into account all commercially relevant factors, including ( as applicable ) reasonably expected or actual time and cost todevelop, product life, market potential, profitability and rate of return, likelihood of regulatory approval and regulatory issues, pricing, reimbursement and formulary status, competitiveness and market exclusivity and other similar commercially relevantfactors ( if any ) . Notwithstanding the foregoing, shall not require the performance of anytask or activity in any country or region which task or activity would not be commercially reasonable for the Party to perform, given the applicable circumstances at the time . Commercially Reasonable Efforts shall ( i ) be determined on a market - by - market basis for a particular Product, and it is anticipated that the level of effort will be different for different markets, and willchange over time, reflecting changes in the status of the Product and the market(s ) involved, and ( ii ) permit the considerationof the reasonably expected or actual impact of activities or factors with respect to one market on other markets . For theavoidance of doubt, it shall be consistent with the obligations of a Party under this Agreement to use, with respect to any particular Licensed Compound or Product, for such Party either ( a ) not to conductspecific efforts or to delay conducting specific efforts, or ( b ) to suspend or discontinue specific efforts, with respect to theLicensed Compound or Product, provided that such Party ’s actions and efforts with respect to the Licensed Compound orProduct are in the aggregate consistent with the overall obligations of such Party under the Agreement to use CommerciallyReasonable Efforts with respect to such Licensed Compound or Product