definiens: or means, with respect to any Competing Product, ( i ) the sale, lic ense or other transfer of all of the right, title a nd interest in and to such Competing Product for the Field in the Terr itory, including all technology, intellectual prope rty and other assets relating solely thereto, to an independent T hird Party ( other than the Control Affiliate or Sub ject Affiliate ), without the retention or reservation of any rights, license or interest ( other than solely an economic interest and other customary reversionary rights ) by the Control led Party / Control Affiliate or Subject Party / Subjec t Affiliate ( as applicable ) in such Competing Product for the F ield in the Territory and ( ii ) the complete shutdow n of all development and commercialization activities with r espect to such Competing Product so that no technol ogy, intellectual property or other asset relating there to is used by the Controlled Party / Subject Party or its Affiliates and delivery of written confirmation from the Contr olled Party or Subject Party, as applicable, that i t and its Affiliates covenant not to use any technology, inte llectual property and assets solely relating to suc h Competing Product during the Term