definiens: means, with respect to a Party ’s obligations under this Agreement, the carrying outof such obligations with a level of efforts and resources consistent with the commercially reasonable practices of [COMPANY] or [COMPANY], asapplicable and not taking into account any assignment of this Agreement pursuant to Section 14.5, for the research, development orcommercialization of a similarly situated pharmaceutical product as a Licensed Product at a similar stage of development orcommercialization, taking into account efficacy, safety, patent and regulatory exclusivity, anticipated or approved labeling, presentand future market potential, competitive market conditions, the profitability of the product in light of pricing and reimbursementissues ( but not considering any payments due to [COMPANY] pursuant to this Agreement or the Supply Agreement ), and all other relevantfactors . Commercially Reasonable Efforts shall be determined on a market - by - market and indication - by - indication basis, and it isanticipated that the level of efforts required may be different for different markets and indications and may change over time, reflecting changes in the status of a Licensed Product and markets involved . Commercially Reasonable Efforts require that the Party:(a ) promptly assign responsibility for such obligations or tasks to specific employee(s ) who are held accountable for progress andmonitor such progress on an on - going basis, ( b ) set and consistently seek to achieve specific and meaningful objectives for carryingout such obligations, and ( c ) consistently make and implement decisions and allocate resources designed to advance progress withrespect to such objectives