definiens: means ( i)(A ) in the case of a Sale Tr ansaction involving the capital stock of [COMPANY], the total fair market value ( at the time of announcement ) of all c onsideration paid or payable, or otherwise to be di stributed, directly or indirectly, in respect of [COMPANY] comm on share in connection with the Sale Transaction mu ltiplied by [COMPANY] ’s Fully Diluted Shares Outstanding ( as def ined below ) ; ( B ) in the case of a Sale Transaction involving assets of [COMPANY], the total fair market value ( at the time of announcement ) of all consideration pai d or payable, or otherwise to be distributed, directly or indirec tly, to [COMPANY] or its shareholders in connection with the Sale Transaction ; ( C ) in the case of a Sale Transaction involving the incurrence of debt, all amounts recei ved by or made available to [COMPANY] ; and ( D ) in the case of a Sale Transaction involving any licensing agreemen t, co - development agreement, joint - venture, partnership, similar business combination or similar business ar rangement, the total fair market value ( at the time of announc ement ) of all consideration paid or payable ( includ ing, without limitation, up - front payments, license fees and mil estone payments ), or otherwise to be distributed, d irectly or indirectly, to [COMPANY] or its shareholders in conn ection with the Sale Transaction