definiens: means either ( a ) a bona fide active, internal research, development or commercialization program ofAmbrx or any of its Affiliates with respect to a proposed New Program or Replacement Program, wherein for this clause ( a ) meansthat [COMPANY] or its Affiliates ( i ) have appointed a project leader for such internal program, ( ii ) have created the molecular design for compoundsfor such internal program and ( iii ) have ongoing Research activities for such internal program, or ( b ) a proposed New Program orReplacement Program that is the subject of an active, executed written agreement between [COMPANY] or any of its Affiliates with one or moreThird Party(ies ) that prohibits or otherwise restricts [COMPANY] ’s or its Affiliate ’s rights to carry out its obligations under such proposed NewProgram or Replacement Program or grant licenses or rights to such proposed New Program or Replacement Program pursuant to thisAgreement