definiens: means, with respect to a target and a given Mecha nism of Action that [COMPANY] proposes to select as a potential Replaceme nt Target MoA in accordance with the terms and conditions of this Agreement, a bona fide Development or Commercialization program with respe ct to which ( a ) Morphic or its Affiliates have assigned F TEs to perform Development or Commercialization activities under a detailed written plan and alloca ted resources to the performance of such activities in accordance with an associated budget ( and Morphic i s at such time actively performing such Development or Commercialization activities with re spect to such potential Replacement Target MoA ) and ( b ) Morphic or its Affiliates have identified a compound that modulates the applicable target via the applicable Mechanism of Action, in each case, as in such potential Replacement Target MoA and shown that such candidate has activity in one or mo re in - vitro functional cell - based assays against su ch a target via a Mechanism of Action