definiens: means ( i ) encumbrances for Taxes not yet due and payable or being contested in good faith ; ( ii ) statutory and c ontractual encumbrances of landlords, carriers, warehousemen, mechanics, ma terialmen, suppliers and repairmen, and other like encumbrances, incurred in the ordinary course of business and not yet delinquent or being contested in good faith ; ( i ii ) all licenses, leases or subleases granted to others that do not materially interfere with the use of the Assets with respect to the formulation, manufacture, packaging, promotion, distribution, marketing, use and sale of the Delsym Product in the Territory ; ( iv ) rights and licenses granted to others in any intellectual property that do not include or adversely affect the Purcha sed Intellectual Property Rights ; and ( v ) other restrictions, variances, covenants, rights - of - way, encumbran ces, easements and other similar matters of record affecting title and other minor irregularitie s in title, none of which, individually or in the aggregate, materially affect the use of the Asse ts with respect to the formulation, manufacture, packaging, promotion, distribution, marketing, use and sale of the Delsym Product in the Territory