definiens: means the actual knowledge without any duty to conduct any investigation with respect tosuch facts and information of any person who ( i ) in the case of [COMPANY], is as of the Effective Date ( a ) an officer ofAstraZeneca or any of its Affiliates, ( b ) a Compliance Officer of [COMPANY] or any of its Affiliates, or ( c ) an employee ofAstraZeneca or any of its Affiliates with a title or functional responsibility of director or above and whose responsibilitiesinclude or have included Existing Products, and ( ii ) in the case of Impax, a Person who is as of the Effective Date ( a ) an officerof Impax or any of its Affiliates, ( b ) a Compliance Officer of Impax or any of its Affiliates, or ( c ) an employee of Impax or anyof its Affiliates with a title or functional responsibility of director or above