definiens: shall mean, with respect to any property or asset ( including any security ), any mortgage, l ien, pledge, charge, security interest, encumbrance or o ther adverse claim of any kind in respect of such p roperty or asset, but shall not include ( i ) non - monetary liens and other imperfections of title as do not materia lly detract from the value or impair the use of the property subject thereto or make such property unmarketable, ( ii ) n on - exclusive licenses of Intellectual Property Rights, and ( iii ) exclusive licenses of Intellectual Property Rights outside the field of developing any of the Key Products as human ther apeutics . For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or ass et that it has acquired or holds subject to the int erest of a vendor or lessor under any conditional sale agreeme nt, capital lease or other title retention agreemen t relating to such property or asset