definiens: means with respect to the efforts to be expended by any Person, withrespect to any objective, reasonable, diligent and good faith efforts to accomplish such objective . With respectto any Objective relating to the research, Development or Commercialization of a Licensed Agent or LicensedProduct, means that level, caliber and quality of efforts and resourcesreasonably and normally used ( as to CRISPR ) by biopharmaceutical companies with adequate financing andresources, ( as to Company ), by biopharmaceutical companies of similar size to Company with adequatefinancing and resources and ( as to [COMPANY] ) as [COMPANY] would normally use to accomplish a similar objective undersimilar circumstances, as to a potential or actual product that is important to such Person ’s overall strategy orObjectives, taking into account, without limitation, with respect to each Licensed Agent or Licensed Product,(a ) issues of safety, efficacy, product profile, ( b ) likelihood of receiving Marketing Approval for the applicableProduct, ( c ) potential to accelerate the development and regulatory timelines for the Licensed Product,(d ) regulatory structure involved, ( e ) Regulatory Authority - approved labeling, ( f ) market potential of the LicensedProduct, ( g ) potential benefit of the Licensed Product to patients with the relevant indication,(h ) competitiveness in the marketplace, ( i ) proprietary position and ( j ) other relevant scientific, technical andbusiness factors deemed relevant by the applicable Party . shall bedetermined on a country - by - country basis and activities that are conducted in one country that have an effect onachieving the relevant Objective in another country shall be considered in determining whether CommerciallyReasonable Efforts have been applied in such other countries