definiens: means, with respect to a Competing Product, a divestiture of such CompetingProduct to a Third Party by sale, license or otherwise ; provided, that if such divestiture is by wayof one or more licenses or sublicenses, ( i ) the licensing Person and its Affiliates hold or retain norights with respect to such Competing Product other than ( A ) the right to receive license fees, milestone payments and royalties on sales of such Competing Product, ( B ) the right to defendclaims of infringement, ( C ) the right to assert claims of infringement against Persons who mayinfringe its intellectual property rights with respect to the Competing Product and ( D ) the right tootherwise 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 otherwise participatein any decisions ( other than those described in clause ( i ) above ), or otherwise collaborate withany Third Party, with respect to ( x ) the development or commercialization of the CompetingProduct or ( y ) the regulatory, developmental or commercial strategy with respect to theCompeting Product