definiens: shall mean all information and know - how and any tangible embodimentsthereof provided by or on behalf of one Party to the other Party either in connection with the discussions andnegotiations pertaining to this Agreement or in the course of performing this Agreement, which may include data;knowledge ; practices ; processes ; ideas ; research plans ; engineering designs and drawings ; research data;manufacturing processes and techniques ; scientific, manufacturing, marketing and business plans ; and financial andpersonnel matters relating to the disclosing Party or to its present or future Product, sales, suppliers, customers, employees, investors or business . Notwithstanding the foregoing, information or know - how of a Party shall not bedeemed Confidential Information of such Party for purposes of this Agreement if such information or know - how:(i ) was already known to the receiving Party, other than under an obligation of confidentiality or non - use, at the time of disclosure to such receiving Party;(ii ) was otherwise part of the public domain, at the time of its disclosure to such receiving Party;(iii ) became part of the public domain, after its disclosure to such receiving Party through no fault of thereceiving Party;(iv ) was disclosed to such receiving Party, other than under an obligation of confidentiality or non - use, by a Third Party who had no obligation to the disclosing Party not to disclose such information or know - how toothers ; or(v ) was independently discovered or developed by such receiving Party, as evidenced by their writtenrecords, without the use of Confidential Information belonging to the disclosing Party and prior to anysubsequent disclosure by the receiving Party.[EXECUTION COPY]1.9 shall mean the level of efforts which, consistent with the exercise ofprudent scientific and business judgment, would be applied by a company in the pharmaceutical industry for a productowned by it or to which it has rights ( in each such case, free of any collaboration, joint venture or other Third Partyrights ) that ( relative to Product ) is of similar market potential and is at a similar stage in its development or productlife, taking into account issues of safety and efficacy, product profile, the competitiveness of the marketplace, theproprietary position of the product, the regulatory structure involved, the profitability of the applicable products, and allother relevant factors