definiens: as defined in Regulation D under the Securities Act and is knowle dgeable, sophisticated and experienced in making, a nd is qualified to make decisions with respect to investm ents in shares presenting an investment decision li ke that involved in the purchase of the [COMPANY] Common Shar es . Chiesi has been afforded the opportunity to ask [COMPANY] questions, and receive answers from, the officers o f [COMPANY] concerning this Agreement, the exhibits a nd schedules attached hereto and the transactions cont emplated hereby, as well as [COMPANY] ’s business, man agement and financial affairs, which questions were answere d to its satisfaction . Chiesi understands that such discussions, as well as any information issued by [COMPANY], were intended to describe certain aspects of [COMPANY] ’s b usiness and prospects, but were not necessarily a thorough or e xhaustive description . Chiesi acknowledges that any business plans prepared by [COMPANY] have been, and continue t o be, subject to change and that any projections in cluded in such business plans or otherwise are necessarily sp eculative in nature, and it can be expected that so me or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results