definiens: shall mean, with respect to n Competing Program, ( x ) the sale, license ( exclusive in the Field ) or other ' transfer of all of the right, title and interest in and to such Competing Program in tho Field, including all technology, intellectual property and uther asst : ls rdating solely thereto, to an independent Third PiUty ( other than the Post - Execution Affiliate ), . without the retention OJ reservation of any rights, license or interest ( other than solely an economic interest ) within the Field by the Notifying Party or Post­Execution Affiliate in such Competing Program and ( y ) the complete shut down of the Competing Program such that no technology . intellectual property or other asset relating thereto is used by the Notifying Party or its Affiliates and delivery of written confumation from the Notifying Party to the Other Party that the Notifying Party and its Affiliates covenant not to use any technology, intellectual property and assets solely relating to such Competing Program during the Exclusive Period