definiens: or means, with respect to any Competing Product : ( a ) the sale, exclusive license or other transfer of all of the r ight, title and interest in and to such Competing P roduct in the applicable country(ies ) in the Territory, including all technology, intellectual property and other as sets relating solely thereto, to an independent Third Party, with out the retention or reservation of any rights, lic ense or interest ( other than solely an economic interest and, in the event of a termination, customary residual rights ) in such Competing Product with respect to the applicable co untry(ies ) in the Territory ; or ( b ) the shutdown of activities related to the Competing Product in the applicable country(ies ) in the Territory such that no technolo gy, intellectual property or other asset relating there to is used by the applicable Party or its Affiliate s and delivery of written confirmation from such Party to the other P arty that the Divesting Party and its Affiliates co venant not to use any technology, intellectual property and asset s solely relating to such Competing Product in the applicable country(ies ) in the Territory during the Term