definiens: means a Third Party who ( a ) is collaborating with [COMPANY] with respect to HDAC Inhibitors solely outside the Field and has elected to opt out of participating in the pool of Compounds under this Agreement ; ( b ) is not and has not been granted any rights with respect to Compounds and/or Products in any country ( other than as permitted under Sections 4.3.4(b ) and 6.2.7(a)(ii ) ) ; and ( c ) is not and has not been provided any Data or Licensed [COMPANY] Technology relating to Compounds and/or Products . For purposes of this definition of Opt - Out Non - ND Partner, the terms Data and Licensed MethylGeoe TeChnology shaB be deemed to include information, data, materials, filings and supporting documentation, reports, analysis, databases and tangible materials generated by a Non - NO Partner or by [COMPANY] in collaboration with a Non - ND Partner or by [COMPANY] pursuant to a Bona Fide Internal Research and Development Program