definiens: shall mean the HSR Act and any other federal, state or foreign statutes, rules, regulations, orders ordecrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization orrestraint of trade . Each party will notify the other promptly upon the receipt of ( i ) any comments from any officials ofany Governmental Entity in connection with any filings made pursuant hereto, and ( ii ) any request by any officials ofany Governmental Entity for amendments or supplements to any filings made pursuant to, or information provided tocomply in all material respects with, any Legal Requirements . Whenever any event occurs that is required to be setforth in an amendment or supplement to any filing made pursuant to this Section 5.3(b ), each party will promptlyinform the other of such occurrence and cooperate in filing with the applicable Governmental Entity such amendmentor supplement . The Company agrees not to participate in any meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed Transactions unless it consults with the other party inadvance and, to the extent not prohibited by such Governmental Entity, gives WuXi the opportunity to attend andparticipate . Notwithstanding anything in this Agreement to the contrary ( including the other provisions of thisSection 5.3 ), if any administrative or judicial action or proceeding is instituted ( or threatened to be instituted)challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, it is expresslyunderstood and agreed that : ( i ) WuXi shall not have any obligation to litigate or contest any administrative or judicialaction or proceeding or any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, brought by or before an administrative tribunal, court or other similar body ; ( ii ) WuXi shall be under no obligation tomake proposals, execute or carry out agreements or submit to orders providing for a Divestiture and ( iii ) the Companymay not conduct or agree to conduct a Divestiture without the prior written consent of WuXi