definiens: means, with respect to any and all rights ( including licenses ) of MAP under the Elan License Agreement as of the Effective Date or under the Elan Services Agreement as of the Effective Date with respect to which [COMPANY] is intended under the terms and conditions of this Agreement to [ receive the benefit ] ( including as a Sublicensee ( as that term is defined in the Elan License Agreement ) ), a relationship of [ direct contractual privity bctween Elan and AstraZenecaj that would enable [COMPANY] to [ exercise and enforce such rights ] during the Term, subject to [ any qualifications on the exercise or enforcement of such rights under ] the Elan License Agreement or the Elan Services Agreement, as applicable ( or any related agreement implementing the Direct Relationship ), and subject to the terms and conditions to be agreed by [COMPANY] and MAP providing for reasonable coordination and consultation between [COMPANY] and MAP with respect to [ the implementation of such Direct Relationship and the exercise by [COMPANY] of its rights in connection therewith !, which coordination and consultation shall [ be designed to bahlllce, on the one hand, MAP 's ongoing interest as a party to the Elan License Agreement and the Elan Services Agreement and its interests as a licensor hereunder, and, on the other hand, AstraZeneea 's interest in achieving an effective and efficient exercise of its rights in connection with the Direct Relationship in order to fulfill its obligation s and further exercise its rights with respect to the Exploitation of Licensed Products undel ' this Agreement ) . Notwithstanding anything to the contrary, shall not be deemed to require the assignment of the Elan License Agreement Lin its entiretyj