definiens: means, with respect to any Competing Activities, ( x ) the sale, license ( exclusive in the Field ) or other transfer of all of the right, title and interest in and to such Competing Activities in theField, including all technology, intellectual property and other assets relating solely thereto, to an independent Third Party(other than the Post - Execution Affiliate ), without the retention or reservation of any rights, license or interest ( other thansolely an economic interest ) within the Field by the Notifying Party or Post - Execution Affiliate in such Competing Activitiesand ( y ) the complete shut down of the Competing Activities such that no technology, intellectual property or other assetprimarily relating thereto is used by the Notifying Party or its Affiliates and delivery of written confirmation from theNotifying Party to the Other Party that the Notifying Party and its Affiliates covenant not to use any such technology, intellectual property and assets solely relating to such Competing Activities during the Exclusivity Period