definiens: which is agreed and understood to mean the later of ( i ) the executiondate of the relevant Development & Commercialization Agreement, ( ii ) if a determination is madepursuant to this Section 3.2 that an HSR / Antitrust Filing is not required to be made under anyAntitrust Law for the relevant Development & Commercialization Agreement, the date of suchdetermination, or ( iii ) if a determination is made pursuant to this Section 3.2 that an HSR / AntitrustFiling is required to be made under any Antitrust Law for the relevant Development & Commercialization Agreement, the Antitrust Clearance Date . As used herein : ( x ) means the earliest date on which the Parties have actual knowledge that allapplicable waiting periods under the HSR Act and any comparable waiting periods as requiredunder any other Antitrust Law, in each case with respect to the transactions contemplated by therelevant Development & Commercialization Agreement have expired or have been terminated;and ( y ) means ( i ) a filing by Agios and [COMPANY] with the FTC and the DOJof a Notification and Report Form for Certain Mergers and Acquisitions ( as that term is defined inthe HSR Act ), together with all required documentary attachments thereto or ( ii ) any comparablefiling by Agios or [COMPANY] required under any other Antitrust Law, in each case ( ( i ) and ( ii ) ) withrespect to the transactions contemplated by the Development & Commercialization Agreements