definiens: means, with respect to any Subsequent Distracting Program, the sale, exclusive license or othertransfer of all of the right, title and interest in and to such Subsequent Distracting Program, as applicable, includingtechnology, know - how, patent(s ), trademark(s ), and other assets solely relating thereto, ( except to the extent that such otherassets have uses other than for the Subsequent Distracting Program ) to an independent Third Party by AMT or its Affiliateswithout the retention or reservation of any rights or interest, including not exercising nor having the ability to materiallyparticipate in or advise with respect to the research, development, manufacture or commercialization of any product in theSubsequent Distracting Program ( other than solely an economic interest, the right to enforce customary terms and conditionscontained in the relevant agreements effectuating such Divestiture ( such as obligations to use diligent efforts to developand / or commercialize the Subsequent Distracting Program ) and customary reversionary rights in the event of certainterminations )