definiens: mean ( a ) Liens for taxes and other governmental charges that are not yet due and payable or that may hereafter be paid without penalty, ( b ) the rights, if any, of third - party suppliers or other vendors having possession of Equipment created by virtue of applicable laws pertaining to the possession of assets in general, ( c ) Liens which do not materially impair the current use or the value of the Assets subject to such Liens either individually or taken as a whole, ( d ) the terms and conditions of all licenses of in - licensed -5 - * CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. § § 200.80(b)(4 ) AND 240.24b-2(b)(I ) Intellectual Property Assets set forth on Schedule 1.27, the terms of any material transfer agreements and non - disclosure or confidentiality agreements relating to the Assets and the terms and conditions of all licenses to commercially available software included in the Assets, ( e ) all licenses of PADRE Technology, EIS or other Intellectual Property Assets granted by Seller prior to the date of this Agreement set forth on Schedule 1.27 and all material transfer agreements and non - disclosure or confidentiality agreement s granted by Seller prior to the date of this Agreement, and ( f ) those Liens described in Schedule 1.39