definiens: means the actual knowledge of the individuals named on Schedule 11.3 . [COMPANY] furtherrepresents and warrants to [COMPANY] as of the Effective Date that:11.3.1 To the Knowledge of [COMPANY], ( a ) there is no reason why the claims that may issue from the patentapplications set forth on Schedule 1.8 would not be valid and enforceable, and ( b ) no Third Party is infringing anypatents encompassed within the [COMPANY] Patent Rights relating to ADL 5859 or ADL 5747;11.3.2 No Third Party has challenged or has threatened in writing to challenge the extent, validity orenforceability of the patents encompassed within the [COMPANY] Patent Rights relating to ADL 5859 or ADL 5747(including by way of example through the institution or written threat of institution of interference, nullity or similarinvalidity proceedings before the United States Patent and Trademark Office or any analogous foreign entity ), and tothe Knowledge of [COMPANY], all application, registration, maintenance and renewal fees in respect of the [COMPANY] PatentRights have been paid and all documents and certificates required to be filed with the relevant agencies for thepurpose of maintaining such [COMPANY] Patent Rights have been filed;11.3.3 To the Knowledge of [COMPANY], none of the research, development, making, having made, use, sale, offering for sale or importing of any Named Compound or Licensed Products by or on behalf of [COMPANY] has infringed, isinfringing or would infringe any issued patents of a Third Party, if and when issued, any claim within any publishedpatent application of any Third Party . Neither [COMPANY] nor any of its Affiliates have received any written notice or claimthat the research, development, making, having made, use, sale, offering for sale or importing of any NamedCompound or Licensed Product in the Territory infringed or infringes any patents of a Third Party;11.3.4 Schedule 1.8 contains a complete and correct list of the [COMPANY] Patent Rights ( and indicating whichentity Controls each patent and patent application and indicating which are owned and which are licensed);11.3.5 [COMPANY] Controls the [COMPANY] Patent Rights, free of any lien, encumbrance, charge, security interest, mortgage or other similar restriction, and neither [COMPANY] nor any of its Affiliates has entered into any agreement ( otherthan fee for services agreements or material transfer agreements entered into in the ordinary course of business todevelop the Named Compounds or any research agreements for non - commercial purposes ) granting any right, interestor claim in or to any [COMPANY] Patent Rights to any Third Party ( including any academic organization or agency ) ; 7111.3.6 None of the [COMPANY] Patent Rights have been licensed, or otherwise made available ( including pursuantto any immunity from suit arrangement ) to [COMPANY] or any of its Affiliates from a Third Party;11.3.7 To the Knowledge of [COMPANY], [COMPANY] has complied with all applicable Laws in all material respects, including any disclosure requirements, in connection with the filing, prosecution and maintenance of the [COMPANY] PatentRights in the Territory;11.3.8 [COMPANY] has obtained assignment of the [COMPANY] Patent Rights listed in Schedule 1.8, from the inventorsnamed therein, and all such assignments of inventorship rights are valid and enforceable;11.3.9 None of the rights of [COMPANY] or its Affiliates under the [COMPANY] Patent Rights were developed withfederal funding from the United States government or any other Governmental Authority such that the United Statesgovernment or other Governmental Authority has any march - in rights in or to any [COMPANY] Patent Rights or such thatAdolor or its Affiliates would be subject to any compulsory licensing requirements or any rights under 35 U.S.C. § § 201 - 212;11.3.10 [COMPANY] has heretofore disclosed or made available to [COMPANY] all material scientific and technicalinformation and all material information relating to safety and efficacy Known to it or its Affiliates with respect to theNamed Compounds and the Licensed Products, and has made available to [COMPANY] complete and accurate copies of allmaterial documentation and correspondence submitted to or received from any Regulatory Authority with respect toADL 5859 and ADL 5747;11.3.11 In the course of the Development of the Named Compounds and Licensed Products, [COMPANY] has notused any employee or consultant that is debarred by any Regulatory Authority or who is or was to the Knowledge ofAdolor the subject of debarment proceedings by any Regulatory Authority ; and11.3.12 All Development activities performed by [COMPANY], and to the Knowledge of [COMPANY] performed on itsbehalf, relating to the Named Compounds have been conducted in material compliance with applicable Law, exceptwhere failure to so comply would not be reasonably expected to have a material adverse effect on [COMPANY] ’s rightshereunder