definiens: means ( i ) Liens for Ta xes or similar governmental assessments and charges not yet due and payable, ( ii ) Liens ref erred to in the Assumed Contracts, ( iii ) in the cas e 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 from the face of such license and the license is include d in any Material Contract set forth on Section 4.1(j)(i ) of the Disclosure Schedules, in any Contract set fort h on Section 4.1(o)(i ) or 4.1(o)(ii ) of the Disclosure S chedule, or in any Non - Scheduled License Grant or ( iv ) covenants, conditions, restrictions and other matters affecting the Products Assets that do not m aterially impair or limit the use, value or marketability of the property which they encumber