definiens: means the diligent efforts, expertise and resources normally used by a Partyto develop, manufacture and commercialize a product or compound owned by it or to which it has rights, which isof similar market potential at a similar stage in its development or product life, taking into account issues ofsafety, and efficacy, product profile, difficulty in developing the product or compound, competitiveness of themarketplace for the product, the proprietary position of the compound or product, the regulatory structureinvolved, the potential total profitability of the applicable product(s ) marketed or to be marketed and other relevantfactors affecting the cost, risk and timing of development and the total potential reward to be obtained if a productis commercialized, but not less than reasonably diligent efforts . In determining whether Commercially ReasonableEfforts have been satisfied, the fact that a Party is required to pay the other Party a royalty or milestones shallnot be a factor weighed ( i.e., a Party may not apply lesser resources or effort to a Product because it must pay aroyalty or milestones to the other Party )