definiens: means such time as : ( a ) the Parties will have complied with all applicable requ irements of the HSR Act ; ( b ) the waiting period und er the HSR Act will have expired or been terminated early ; ( c ) the Parties are under no antitrust - related obl igation preventing 137 Kymera from granting the Exclusive License in respe ct of the applicable Collaboration Target under a t iming agreement entered into with a reviewing governmenta l authority that prevents closing without certain n otice ; ( d ) no judicial or administrative proceeding opposi ng consummation of all or any part of this Agreemen t is pending ; ( e ) no injunction ( whether temporary, prel iminary or permanent ) prohibiting consummation of t he license grants contemplated by Section 10.1.3 in re spect of Collaboration Target 1, or any material po rtion thereof is in effect ; and ( f ) no requirements or co nditions will have been formally requested or impos ed by the DOJ or FTC in connection therewith that are not rea sonably and mutually satisfactory to the Parties ( c ollectively, the ) . In the event that a Governmental Authority issu es a permanent injunction prohibiting consummation of th 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