definiens: means such time as : ( a ) the Parties will have com plied with all applicable requirements of the HSR A ct ; ( b ) the waiting period under the HSR Act will have expired or been terminated early ; ( c ) the Parties a re under no antitrust - related obligation to refrain from consum mating the transaction under a timing agreement ent ered into with a reviewing governmental authority that preven ts closing without certain notice ; ( d ) no judicial or administrative proceeding opposing consummation of all or any part of this Agreement is pending ; ( e ) n o injunction ( whether temporary, preliminary or perma nent ) prohibiting consummation of the transactions contemplated by this Agreement or any material port ion hereof, including consummation of the exclusive license grants contemplated by Section 10.1.3 in respect of Collaboration Target 1 or any material portion the reof, is in effect ; and ( f ) no requirements or conditions will have been formally requested or imposed by the DOJ or FTC in connection therewith that are not reasonably and mu tually satisfactory to the Parties ( collectively, t he ) . In the event that a Governmental Authority issu es a permanent injunction prohibiting consummation of the exclusiv e license grants contemplated by Section 10.1.3, th en either Party may terminate this Agreement with respect to the applicable Collaboration Target upon notice, in which case, the applicable provisions of Section 15.3.3 w ill apply