definiens: means, with respect to any of the Shire Definitive SettlementDocuments, any term or condition which either ( a ) modifies, limits or affects, in any manner, the monetary benefitsrequired to be provided by Shire under the Shire LOI or any other rights of MSRx under the Shire LOI and/or thisAgreement, ( b ) creates a risk of a potential Claim by Shire or any of its Affiliates against MSRx or any of its Affiliatesor successors or assigns, or any of its or their respective officers, directors, managers, members, shareholders, employees, agents and representatives ( collectively, the ) or increases a material risk of such apotential Claim against any of the MSRx Parties in a manner that is not contemplated in the Shire LOI, or ( c ) in anyway conveys, grants, or otherwise effects any of MSRx ’s rights or interests in or to MSRx ’s Intellectual Property