definiens: means ( a ) all executory liabilities arising pursuant to anyRhofade Contract, ( b ) any Encumbrance for Taxes not yet due or payable as of the ClosingDate, or for Taxes being contested in good faith by appropriate proceedings, ( c ) mechanics’,carriers ’, workmen ’s, repairmen ’s or other like liens arising or incurred in the OrdinaryCourse of Business, ( d ) with respect to any Intellectual Property, the Galderma CrossLicense Agreement and non - exclusive licenses granted in the Ordinary Course of Businessto manufacturers, suppliers, distributors or other Persons performing manufacturing, supply, marketing or other services on behalf of Seller or any of its Affiliates and ( e ) any other minorimperfections of title or similar Encumbrances that do not impair, and are not reasonablylikely to impair, the continued use and operation of the assets to which they relate in theconduct of the Rhofade Business