definiens: means, with respect to a Party in the performance of itsobligations hereunder in relation to Licensed Products, the application by or on behalf of such Party of a level ofefforts that a similarly - situated pharmaceutical or biotechnology company, as the case may be, would apply to suchactivities in relation to a similar pharmaceutical product owned by it or to which it has rights, which product is at asimilar stage in its development or product life and is of similar market potential, profit potential and strategic value ( ineach case as compared to the Licensed Product ) taking into account efficacy, safety, expected labeling, thecompetitiveness of alternative products in the marketplace, the patent and other proprietary position of the product, the likelihood of regulatory approval given the regulatory structure involved, the profitability of the product including theroyalties payable to licensors, or patent or other intellectual property rights, alternative products and other relevantfactors, based on conditions then prevailing . The Parties acknowledge and agree that failure to Commercialize, or thecessation of active Commercialization of, the Licensed Product with respect to a particular country in the Territory, where such Commercialization of such Licensed Product in such country is not commercially reasonable or wouldhave a negative impact on the value of such Licensed Product Territory - wide that outweighs the benefits of pursuingsuch Commercialization in such country ( due to, for example and without limitation, concerns with market orregulatory conditions, re - importation and grey market goods, pricing, or sufficient risk of harm to other more profitablecountries ), may not constitute under the circumstances a failure to use Commercially Reasonable Efforts andtherefore such Commercialization with respect to a particular country may not be required under the CommerciallyReasonable Efforts standard