definiens: means the sale or transfer or exclusive license of rights to the Competing Program to a Third Party without rece iving a continuing share of profit, royalty payment or othe r economic interest in the success of such Competin g Program ; and ( iii ) if such transaction does not result in a Change of Control of Entasis and, as of the date of the closing of such transaction, such Affiliate was engaged in a Competing Program, then such new Affi liate and any Affiliates of such new Affiliate that existed p rior to such Change of Control may continue such Co mpeting Program and such activity will not constitute a bre ach of Entasis ’s exclusivity obligations set forth above ; provided that such new Affiliate ( or its then existing Affiliate s ) conducts such Competing Program independently of the activities of this Agreement a nd does not use or access any of Entasis ’s intellec tual property rights or Confidential Information in the conduct o f such Competing Program