definiens: means ( i ) Liens for Taxes or similar governmentalassessments and charges not yet due and payable, ( ii ) Liens referred to in the AssumedContracts, ( iii ) in the case of Intellectual Property Right that is subject to any non - exclusive in - license or out - license, the terms and conditions of such in - license or out - license as apparent fromthe face of such license and the license is included in any Material Contract set forth on Section4.1(j)(i ) of the Disclosure Schedules, in any Contract set forth on Section 4.1(o)(i ) or 4.1(o)(ii ) ofthe Disclosure Schedule, or in any Non - Scheduled License Grant or ( iv ) covenants, conditions, restrictions and other matters affecting the Products Assets that do not materially impair or limitthe use, value or marketability of the property which they encumber