definiens: means a third party who ( i ) is collaborating with MG with respect to HDAC Inhibitors solely outside t he Field and has elected to opt out of participatin g in the [ … * * * … ] under this Agreement ; ( ii ) is not and has n ot been granted any rights with respect to [ … * * * … ] and/or [ … * * * … ] in any country ( other than as permitted und er Section 5.2.8(a)(ii ), ( iii ) is not and has not b ee provided any Data or Licensed Technical Information relating to Compounds and/or Products ; and ( iv ) agrees in w riting not to research, develop ( including conducting clin ical trials or filing for regulatory approval ), mar ket, sell, import, distribute or otherwise exploit HDAC Inhibi tors ( and/or products containing the same ) in the F ield, whether in or outside the Territory ; provided that an Opt - out Non - Cancer Partner may passively ( as def ined in Section 8.3(b)(ii ) above ) license in the Field to a n un - Affiliated third party, compound(s ) ( and produ cts containing the same ) which were identified, or bein g developed by, such Opt - out Non - Cancer Partner as an HDAC Inhibitor prior to [ … * * * … ] . ” * * * Confidential Treatment Requested A1.11