definiens: shall mean [ such level of efforts required to carry out such obligation in, a sustained manner consist ~ nt, as to [COMPANY], with the efforts normally used by major global pharmaceutical companies or, as to Raptor, with the efforts normally uS'ed bybiopharmaceutical companies of comparable size and resources and at the ' same stage of development as Raptor, fora product or compound which is of similar market potential and at a similar stage of development or commercialization, as ' applicable, taking into account the existence of other competitive products in ' the market, place or under development, the proprietary position of theprod ~ ct, th, e regulatory structure involved, the ant, icipated profitability of th.e product ( without regard to any amounts paid or payable with respect to Products under this Agreement ) and other relevant factors . It is also ' to be appreciated that a majorglo.bal pharmaeeutical company, does not always seek to market products in every, country or to ' s ~ ek regulatory approval for every potential, Indication . It is understood that such product potential may change from time to time based upon changing, scientific ; business and marketing and return on ' investment considerations . As a result, the ' exercise of diligence by [COMPANY] is tQ be determined by judging [COMPANY] 's commercially reasonable efforts taken as a whole . ] 1.10 Confidential Information The term shall mean any and all information, data or know - how ( including Know - How ), whether technical or non - technical, oral or written, that is disclosed by one Party or its Affiliates ( ) to the other Party or its Affiliates ( ) . Confidential Information shall not include any information, data or knOW - how which : ( i ) was generally available to the public at the time of disclosure, or information which becomes available to the public after disclosure by the Disclosing Party other than through fault ( whether by action or inaction ) of the Receiving Party, ( ii ) can be shown by clear and convincing written records to have been already known to the Receiving Party prior to its receipt from the DiscloSing Party, ( iii ) is obtained at any time lawfully from a Third Party rightfully in possession of such information, data or knOW - how and under circumstances permitting its use or disclosure, ( iv ) is developed independently by the Receiving Party as evidenced by clear and convincing written records other than through knowledge of Confidential Information, or ( v ) is approved in writing by the Disclosing Party for release by the Receiving Party