definiens: means first hand and actual knowledge ofthe officers of [COMPANY] and is not meant to require or imply that any particular inquiry orinvestigation has been undertaken including, without limitation, obtaining any type of search(independent of that performed by the actual governmental authority during the normal course ofpatent prosecution, as applicable, in a jurisdiction ) or opinion of counsel ; 15(d ) To [COMPANY] ’s Knowledge, there is no use, infringement or misappropriation ofthe Licensed Know - How in derogation of the rights granted to Lumena under this Agreement;(e ) To [COMPANY] ’s Knowledge there are no investigations, inquiries, actions or otherproceedings pending before the FDA with respect to the Compound or Licensed Products, andPfizer has not received written notice threatening any such investigation, inquiry, action or otherproceeding . During the term of this Agreement, [COMPANY] shall promptly notify Lumena in writingupon learning of any such actual or threatened investigation, inquiry, action or proceeding;(f ) [COMPANY] has not granted to any Third Party or Affiliate any license or other rightwith respect to the Licensed Know - How in conflict with the rights granted herein . During the termof this Agreement, [COMPANY] shall not grant any rights inconsistent with the rights and licensesgranted herein, and [COMPANY] shall not assign the Licensed Know - How except to a permittedassignee of this Agreement pursuant to Section 10.10