definiens: means a bona fide internal research, development or commercialization program undertaken by [COMPANY] w ith respect to a Target, pursuant to which one or m ore of the following apply as of the date of [ * * * ] of a [ * * * ] for such Target : ( a ) [COMPANY] or an Affilia te of [COMPANY] had commenced process development activit ies in connection with a [ * * * ] of an Antibody or Ab -Cytotoxic Product directed to such Target ; or ( b ) a [ * * * ] or [ * * * ] Antibody or an Ab - Cytotoxic Product directed to such Target has been generated, and [COMPANY] ow ns such Antibody or Ab - Cytotoxic Product or has otherwise acquired rights to use such Antibody or A b - Cytotoxic Product in the development of [ * * * ] or [ * * * ] for use in the Field and ( i ) prior to the occurrence of a Change of Control, [COMPANY] is conducting resea rch and preclinical studies [ * * * ] or [ * * * ] in any [ * * * ] of such Antibody or Ab - Cytotoxic Product in a sustaine d manner consistent with [COMPANY] ’s other internal programs at similar stages of research and development, or ( ii ) from and after a Change of Control, [COMPANY] or an Affi liate of [COMPANY] has ( A ) devoted at least [ * * * ] F TEs to the conduct of research and development activities directly related to such Antibody or Ab - Cytotoxic P roduct within the [ * * * ] -month period immediately preceding [COMPANY] ’s receipt of a [ * * * ] for such Target and ( B ) commenced an in vivo efficacy experiment with respect to such Antibody or Ab - Cytotoxic Product ( i.e., administration of an Antibody or Ab - Cytotoxic Produ ct against the Target in an animal model of disease )