definiens: shall mean the narrowest definable element of an observed biological activity in a non -specific assay ( i.e., an in vitro assay based on use of membranes, whole cells, or specific animal tissues ), as customarily used for lead screening purposes by [COMPANY], subject to further reduction in scope based on the extent to which [COMPANY] would be unreasonably precluded from ( A ) granting rights to third parties to use the Active Array(s ) with specific, identified biomolecules and ( B ) using the Active Array(s ) in an internal [COMPANY] program including programs wi th academic collaborators ) with specific, identified biomolecules . Based on the criteria set forth in ( i ) and ( ii ) above, the parties shall determine in good faith the exact scope of the Target by mutual written agreement, subject to modification from time to time during the License Option Period in the same manner . With respect to Specific Targets, the parties shall make such modifications as may be reasonably necessary to provide [COMPANY] with substantially equivalent biological Target coverage . During the Research Term, the R & D Committee shal ; determine the scope of the Target