definiens: means : ( a ) the divestiture of a Competing Product through : ( i ) an outright sale or assignment of all material rights in such Competing Product to a Third Party ; or ( ii ) an exclusive out -license of all Development and commercialization rights with respect to such Competing Product, in each case in the Field with no furth er material role, influence or authority of the applicable Party, directly or indirectly, with respect to such Competing Product in the Field ; or ( b ) the complete cessation of all Development and commercialization activities with respect to such Competing Product in the Field . For clarity, the right of the applicable Party to receive royalties, milestones or other payments in connection with an acquirer, assignee or licensee ’s Development or commercialization of a Competing Product pursuant to sub -section ( a ) above, shall be permitted for any such Divestiture . When used as a verb, and means to cause a Divestiture