definiens: or means, with respect to any Competing Product, ( A ) the sale, exclusive license or other transfer of all of the right, title and interest in and to such Competing Product, including all techn ology, intellectual property and other assets relating sol ely thereto, to an independent Third Party, without the retention or reservation of any rights, license or interest ( other than solely an economic interest and customar y residual rights in the event of a termination ) in such Compe ting Product, or ( B ) the complete shutdown of the C ompeting Product such that no technology, intellectual prope rty or other asset relating thereto is used by ZAI or its Affiliates and delivery of written confirmation fro m ZAI to [COMPANY] that ZAI and its Affiliates covenant n ot to use any technology, intellectual property and assets so lely relating to such Competing Product during the ZAI Exclusivity Period ( as applicable, with respect to development or commercialization )