definiens: means, with respect to a Competing Product, a divestiture of suchCompeting Product to a Third Party by sale, license or otherwise ; provided that if such divestitureis by way of one or more licenses or sublicenses, ( i ) the licensing person and its Affiliates hold orretain no rights with respect to such Competing Product other than ( A ) the right to receive licensefees, milestone payments and royalties on sales of such Competing Product, ( B ) the right todefend claims of infringement, ( C ) the right to assert claims of infringement against persons whomay infringe its intellectual property rights with respect to such Competing Product and ( D ) theright to otherwise control filings and patent term extensions connected with any licensed patents, and ( ii ) the licensing person and its Affiliates are not consulted with respect to or otherwiseparticipate in any decisions ( other than those described in clause ( i ) above ), or*CONFIDENTIAL TREATMENT REQUESTED . CONFIDENTIAL PORTION HAS BEEN FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION99otherwise collaborate with any Third Party, with respect to ( x ) the development orcommercialization of such Competing Product or ( y ) the regulatory, developmental or commercialstrategy with respect to such Competing Product