definiens: shall mean the carrying out of obligations in a diligent and sustained manner using such effort and employing such resourc es as would normally be exerted or employed by a similarly - situated comparable company for a product of similar market potential, and at a similar stag e of its Development or product life, taking into considerat ion safety and efficacy, costs, the nature of the L icensed Product, the clinical setting in which it is expect ed to be used, competitiveness of the marketplace, regulatory environment, the patent or other proprietary positi on of the Licensed Product, and other conditions th en prevailing . To the extent that the performance of a Party ’s obligations hereunder is adversely affecte d by the other Party ’s failure to perform, in whole or in pa rt, its obligations hereunder, the impact of such P arty ’s failure shall be taken into account in determining whether the other Party has used its Commercially Reasonabl e Efforts to perform any such affected obligations . Commercia lly Reasonable Efforts shall be determined on a cou ntry - by - country basis