definiens: means ( a ) those Liens ( A ) securing debt set forth on Schedule 9, ( B ) for Taxes not yet due orpayable or being contested in good faith and for which adequate reserves have been established in accordancewith GAAP, ( C ) that constitute mechanics ’, carriers ’, workmen ’s or like liens, liens arising under originalpurchase price conditional sales contracts and equipment leases with third parties entered into in the ordinarycourse, ( D ) Liens incurred or deposits made in the ordinary course of business consistent with past practice inconnection with workers ’ compensation, unemployment insurance and social security, retirement and otherlegislation, ( E ) easements, covenants, declarations, rights or way, encumbrances, or similar restrictions inconnection with real property owned by the Company or its Subsidiary that do not materially impair the useof such real property by the Company and its Subsidiary, and in the case of Liens described in clauses ( B ), ( C),(D ) or ( E ) that, individually or in the aggregate, would not have a Material Adverse Effect on the Companyand its Subsidiary, taken as a whole ; and ( b ) with respect to Company Intellectual Property, ( A ) the jointownership of any Company Intellectual Property by Company or its Subsidiary, on the one hand, and anyother Person(s ) ( each such Person, a ), on the other hand, set forth on Schedule 9, ( B ) licensesunder the Company Intellectual Property granted by Company, its Subsidiary, any Co - Owner or any licenseeof the foregoing set forth on Schedule 9 or ( C ) rights to use Company Intellectual Property granted by theCompany or its Subsidiary under reasonable and customary service agreements, clinical trial agreements, - 27 -consulting agreements, material transfer agreements and confidentiality agreements entered into in theordinary course of business