definiens: means ( a ) statutory Liens for current Taxes not yet due and payableor the amount or validity of which is being contested in good faith by appropriate proceedings and forwhich appropriate reserves have been established in accordance with U.S. GAAP, ( b ) mechanics’,materialmen ’s, carriers ’, workers ’, repairers ’ and similar statutory Liens 57 arising or incurred in the ordinary course of business, ( c ) Liens to secure landlords, lessors or rentersunder leases or rental agreements, ( d ) deposits or pledges made in connection with, or to securepayment of, workers ’ compensation, unemployment insurance, or similar programs mandated byapplicable Law, ( e ) with respect to Company securities, any restrictions on transfer imposed byapplicable federal and state securities laws, ( f ) such imperfections of title and encumbrances, if any, which are not material in character, amount or extent, and which do not materially detract from thevalue, or materially interfere with the present use, of the property subject thereto or affected thereby, ( g)licenses for shrink - wrap, click - wrap, off - the - shelf or other commercially available software with annuallicense, maintenance, support and other fees of less than $ 10,000 and ( h ) out - bound non - exclusivelicenses in materials transfer agreements that do not provide the licensee with any rights to develop, commercialize or otherwise exploit the Intellectual Property licensed thereunder beyond the specific useprovided for in such non - exclusive license