definiens: means, with respect to a Party ’s obligations or a ctivities under this Agreement, the carrying out of such obli gations or activities with a level of effort and re sources consistent with the commercially reasonable practic es normally devoted by such Party as part of an act i ve and continuing program of development and commercializa tion of a pharmaceutical product [ … * * * … ], taking in to account all relevant factors, including but not lim ited to, [ … * * * … ], [ … * * * … ], [ … * * * … ], associated with the development and commercialization of such Licensed Product . 2 1.18 of a Party ( a ) means, subject to Section 10.2, all Know - How, which is generated by or on behalf of suc h Disclosing Party under this Agreement and/or any and any other technical, scientific, trade, research, manuf acturing, business, financial, marketing, product, supplier, intellectual property, and other non - public or prop rietary data or information that is disclosed by a Disclosing Party or its Affiliates to the other Party ( a ) or its Affiliates pursuant to this Agreement ( in cluding information disclosed prior to the Effective Date p ursuant to the Confidentiality Agreement ) or which such Disclosing Party or any of its Affiliates or contra ctors has provided or otherwise made available to t he Receiving Party, whether made available orally, in writing, o r in electronic form, including ( a ) such Know - How c omprising or relating to concepts, discoveries, Inventions, d ata, designs or formulae arising from this Agreemen t and ( b ) any unpublished patent applications disclosed hereunder