definiens: shall mean, solely for purposes of Sections 7.1, 7.2, 7.3 and 7.4and not for purposes of any other provision of this Agreement, that : ( i ) with respect to5Elan, one or more of the persons listed in Schedule 1.1(dd)(i ) ( A ) has actual knowledge ofthe fact or other matter at issue or ( B ) should have had actual knowledge of such fact orother matter assuming the diligent exercise of such individual ’s duties as a director, officeror employee of [COMPANY] and after reasonable investigation of employees of [COMPANY] reasonablyexpected to have actual knowledge of such fact or matter ; and ( ii ) with respect to BiogenIdec, one or more of the persons listed in Schedule 1.1(dd)(ii ) ( A ) has actual knowledge ofthe fact or other matter at issue or ( B ) should have had actual knowledge of such fact orother matter assuming the diligent exercise of such individual ’s duties as a director, officeror employee of [COMPANY] Idec or any of its Affiliates and after reasonable investigation ofemployees of [COMPANY] Idec and its Affiliates reasonably expected to have actualknowledge of such fact or matter