definiens: means : ( a ) in the case of an individual, knowledge of a particular fact or other matter ( i ) if such individual is actually aware of such fact or other matter, or ( ii ) if such individual should have known or otherwise become aware of such fact or other matter in the ordinary course and scope of such individual 's employment ; it being understood by [COMPANY] and CryoCath that for purposes of this definition conducting an investigation of the existence of such fact or other matter in connection with the negotiation or execution of this Agreement or the transactions contemplated herein would be beyond the ordinary course and scope of such individual 's employment ; and ( b ) in the case of an Entity, such Entity will be deemed to have of a particular fact or other matter if any individual who is serving as an executive officer of such Entity has Knowledge ( as contemplated by clause ( a ) above ) of such fact or other matter . For purposes of this definition, the executive officers of [COMPANY] are Paul Mikus, John Cracchiolo, David Battles, Bill Phillips, Eben Gordon, Jay Eum and Sandy DiMasco and the executive officers of CryoCath are Steve Arless, Glen Brown, Katherine Crewe, Steve Gannon, Jean - Pierre Desmarais, Gerard Mahoudeau, and Bob Mattioli