definiens: means ( i ) any Encumbrance disclosed on Schedule 1 .1 ; ( ii ) any Encumbrance for Taxes, assessments, and other gover nmental charges that are not yet due and payable or that may thereafter be paid without penalty, or that are being contested in good faith by appropriate proce edings ; ( iii ) with respect to Contracts, any restrictions, obliga tions, limitations, or other Encumbrances contained in such Contract or existing at Law or under the regulatory regime ; ( iv ) any rights of the United States gover nment ( e.g., licenses, march - in rights, domestic manufacturing r estrictions ) in or in connection with the XOMA Pate nts, the UCSF Licensed Patents, the XOMA General Know - How, X OMA BOT Know - How, and any other intellectual property which may be included in the Purchased Ass ets ; and ( v ) any imperfection of title or other Enc umbrance that, individually or in the aggregate with other s uch imperfections and Encumbrances, would not have a Material Adverse Effect