definiens: . Commercially ReasonableEfforts shall mean the efforts, expertise and resources normally used by a Partyto Discover, Develop and Commercialize a product or compound owned by it or towhich it has rights, which is of similar market potential at a similar stage inits development or product life, taking into account issues of safety andefficacy, product profile, difficulty in developing the product or compound, competitiveness of the marketplace for the product, the proprietary position ofthe compound or product, the regulatory structure involved, the availability andlevel of reimbursement for such treatment by third party payors or healthinsurance plans, the potential total profitability of the applicable product(s)marketed or to be marketed and other relevant factors affecting the cost, riskand timing of Development and the total potential reward to be obtained if aproduct is Commercialized . The Parties agree that Commercially ReasonableEfforts shall not require a Party to expend efforts, expertise and resourcesthat such Party would not normally expend to Discover, Develop and Commercializea product or compound owned by it or to which it has rights, taking into accountthe foregoing factors