definiens: means, for each of the * * * Licensed Program, the * * * Licensed Program and the * * * LicensedProgram, ( a ) if [COMPANY] notifies [COMPANY] pursuant to Section 3.2.2(c ) that [COMPANY] has determined in good faith that no HSRFiling is required with respect to such Licensed Program, the date on which [COMPANY] delivers the Research Program InitiationNotice for such Licensed Program ; and ( b ) if [COMPANY] notifies [COMPANY] pursuant to Section 3.2.2(c ) that [COMPANY] hasdetermined in good faith that an HSR Filing is required with respect to such Licensed Program, the date on which the Partieshave actual knowledge that all applicable waiting periods under the HSR Act with respect to the exclusive license grantscontemplated under this Agreement relating to such Licensed Program ( after giving effect to [COMPANY] ’s delivery of the ResearchProgram Initiation Notice for such Licensed Program ) have expired or have been terminated