definiens: means, with respect to a Competing Product : ( a ) the divestiture of such Competing Productthrough : ( i ) an outright sale or assignment of all material rights in such Competing Product to a Third Party ; ( ii ) an exclusiveout - license to a Third Party of all development, manufacture, and commercialization rights and the right to conduct MedicalAﬀairs Activities, with respect to such Competing Product, with no further role, inﬂuence, or authority of the applicable Party, directly or indirectly, with respect to such Competing Product ; or ( iii ) a combination of the transactions contemplated by theforegoing clauses ( i ) and ( ii ) ; or ( b ) the cessation of all Development, Manufacture and Commercialization activities andMedical Aﬀairs Activities with respect to such Competing Product ( subject, if applicable, to applicable wind - down activitiesand applicable requirements of Applicable Law ) . For clarity, subject to the preceding sentence, the right of the applicableParty to receive royalties, milestones, or other payments in connection with an acquirer ’s, assignee ’s, or licensee’sDevelopment, Manufacture, or Commercialization of a Competing Product pursuant to sub - section ( a ) above shall not, inand of itself, be deemed to disqualify the applicable sale, assignment, or license from constituting a Divestiture . When usedas a verb, and mean to cause or have caused a Divestiture