definiens: means the efforts and resources normally used by a party for a product, proposed product or technology owned by it or to which it has rights, which is of similar commercial potential at a similar stage in its development or product life, and having similar market potential, technical risk, and intellectual property pr otection . Commercially Reasonable Efforts shall be determined by taking into account the characteristics of the product, proposed product or technology, the technical risk and stage of research, development, or commercialization of the product, proposed pr oduct or technology, the cost -effectiveness of efforts or resources applied towards such product, proposed product or technology, the competitiveness of alternative third party products, proposed products or technologies that are in the relevant marketplac e or for which data have been publicly presented or published, the proprietary position of the product, proposed product or technology, the regulatory and business environment, the likelihood of regulatory approval and product reimbursement, the actual or projected profitability of the product, proposed product or technology, the relative potential for product liability exposure, and all other relevant factors . Commercially Reasonable Efforts shall be determined on an individual product, proposed product or technology, basis, and country -by - country basis, and it is anticipated that the level of efforts and resources may change over time reflecting changes in the status of the product, proposed product or technology involved . In evaluating neither party shall discount or exclude the profit sharing, milestone or other payments payable under this Agreement to the other party / ies . has the meaning given to it in the first sentence of this Agreement