definiens: , and as follows : means any mortgage, lien, pledge, participation interest, charge, adverse claim, security interest, encumbrance or hypothecation of any kind ( or other preferential arrangement of any kind in the nature of a securityinterest ) . ” means ( a ) Liens for Taxes not yet delinquent or Liens for Taxes being contested in goodfaith and by appropriate proceedings for which adequate reserves have been established ; ( b ) Liens in respect of property orassets imposed by law which were incurred in the ordinary course of business, such as supplier ’s, carriers’,warehousemen ’s, distributors ’, wholesaler ’s, materialmen ’s and mechanic ’s Liens and other similar Liens arising in theordinary course of business which are ( i ) not delinquent and remain payable withoutACTIVE/104228011.11penalty, ( ii ) subject to a right of set - oﬀ, or ( iii ) being contested in good faith and by appropriate proceedings ; ( c ) non - exclusive licenses to Intellectual Property Rights entered into in the ordinary course of business ; ( d ) licenses, covenants notto sue or other similar rights to Intellectual Property Rights granted by a third party prior to the acquisition of such IntellectualProperty Rights by Seller or its Aﬃliates, ( e ) any interest of a licensor under any In - License, ( f ) Liens in the nature ofcustomary rights of set - oﬀ in favor of counterparties to contractual agreements in the ordinary course of business, ( g ) Liensin favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connectionwith the importation of goods ; ( h ) Liens arising out of conditional sale, title retention, consignment or similar arrangementsfor the sale of goods entered into by the Seller or any Aﬃliate in the ordinary course of business ; ( i ) Liens on speciﬁc itemsof inventory ( and the proceeds thereof ) of the Seller or any Aﬃliate securing such obligations in respect of bankers’acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of suchinventory in the ordinary course of business ; ( j ) Liens securing or arising out of judgments, decrees, orders, awards ornotices of lis pendens and associated rights related to litigation that is not prohibited under this Agreement with respect towhich the Seller or any Aﬃliate shall then be proceeding with an appeal or other proceedings for review, or in respect ofwhich the period within which such appeal or proceedings may be initiated shall not have expired ; ( k ) usual and customaryLiens on cash, cash equivalents and securities on deposit incurred to secure obligations arising in the ordinary course ofbusiness in respect of treasury, depositary and cash management services, including payment processing services(including automated clearinghouse transfers of funds ), business credit card programs, netting services, cash pooling, overdrafts and related liabilities arising therefrom ; ( l ) Liens of a collecting bank arising in the ordinary course of businessunder Section 4 - 208 of the Uniform Commercial Code in eﬀect in the relevant jurisdiction ( and any similar liens under theapplicable laws under foreign jurisdictions ) covering only the items being collected upon ; ( m ) earnest money deposits, escrow and similar arrangements in connection with the acquisition ( or disposition ) of assets, from ( or to ) Third Parties and(n ) usual and customary deposits of, and Liens on, cash and cash equivalents to secure hedging obligations, letters ofcredit, banker ’s acceptances, performance, surety and appeal bonds, statutory obligations, bids, leases, governmentcontracts, trade contracts and other similar obligations ( in each case, excluding indebtedness for borrowed money ), in eachcase, incurred in the ordinary course of business . ”(f ) Section 9.1 of the Funding Agreement is hereby amended by adding the following deﬁnitions inalphabetical order : means that certain Funding Agreement, dated as of August 7, 2020, by andbetween the Buyer and RPI 2019 Intermediate Financing Trust, as amended restated, supplemented or otherwise modiﬁedfrom time to time . ”(g ) Section 9.6 of the Funding Agreement is hereby amended and restated as follows:“Section 9.6 Assignment