definiens: means, ( a ) with respect to the efforts to be expended by any Party with respect to any objective, such reasonable, diligent, and good faith efforts as such Party would nonnally use to accomplish a similar objective under similar circumstances, and ( b ) with respect to any objective relating to Development or Commercialization of a Licensed Product by [COMPANY], the application by [COMPANY], consistent with the exercise of its prudent scientific and business judgment, of diligent efforts and resources to fulfill the obligation in issue, consistent with the level of efforts [COMPANY] would devote to a product at a similar stage in its product life as the Licensed Product and having profit potential and strategic value comparable to that of the Licensed Product, taking into account the following factors : scientific, developm ent, technical, commercial and regulatory factors, target product profiles, product labeling, past performanc e, the regulatory environment and competitive market conditions in the therapeutic area safety and efficacy of a subject product, and the strength of its proprietary position, all based on conditions then prevailing . Commercially Reasonable Efforts will not mean that [COMPANY] commits that it will actually accomplis h the applicable task