definiens: means a Third Party who ( i ) is collaborating with MG with respect toHDAC Inhibitors solely outside the Field and has elected to opt out of participating in the pool of Compounds underthis Agreement ; ( ii ) is not and has not been granted any rights with respect to Compounds and/or Products in anycountry ( other than as permitted under Section 5.3.7(a ) ) ; ( iii ) is not and has not been provided any Data or LicensedTechnical Information relating to Compounds and/or Products ; and ( iv ) agrees in writing not to research, develop(including conducting clinical trials or filing for Marketing Approval ), market, sell, import, distribute or otherwise exploitHDAC Inhibitors ( and/or products containing the same ) in the Field, whether in or outside the Territory ; provided thatan Opt - out Non - Cancer Partner may passively ( as defined in Section 8.3.1(b)(ii ) above ) license in the Field to a un - Affiliated Third Party, compound(s ) ( and products containing the same ) which were identified, or being developed by, such Opt - out Non - Cancer Partner as an HDAC Inhibitor prior to the time an agreement was first entered into with MGor its Affiliate