definiens: means, with respect to the effortsto be expended by a Party with respect to any objective, those reasonable, good faithefforts to accomplish such objective as such Party would normally use to accomplish asimilar objective under similar circumstances . With respect to any efforts relating to theDevelopment of a Licensed Product by CytomX, generally or with respect to anyparticular country in the Territory, CytomX will be deemed to have exercisedCommercially Reasonable Efforts if it has exercised those efforts normally used byCytomX, in the relevant country, with respect to a compound, product or productcandidate, as applicable, owned or Controlled by CytomX, or to which CytomX hassimilar rights, which compound, product or product candidate is of similar market potentialin such country, and is at a similar stage in its development or product life cycle as theLicensed Product, taking into account all relevant factors in effect at the time such effortsare to be expended . It is expressly understood that, so long as this Agreement may beterminated by CytomX for convenience pursuant to Section 8.2 hereof, ceasing theDevelopment of a Licensed Product shall be deemed to be inconsistent withCommercially Reasonable Efforts . Further, to the extent that the performance of CytomX’sobligations hereunder is adversely affected by [COMPANY] ’s failure to perform itsobligations hereunder, the impact of such performance failure will be taken into account indetermining whether CytomX has used its Commercially Reasonable Efforts to performany such affected obligations