definiens: means ( a ) with respect to any Success Payment ari sing as a result of an IPO Valuation Date, each such IPO Valuation Date ( plus a [ * * * ] day grace period at Licensee ’s option if Li censee is evaluating in good faith whether to undertake a cap ital market transaction during the grace period suc h as a follow - on offering, provided that no grace period s hall be available to Licensee as a result of a seco ndary offering with no primary offering component and Lic ensee shall not institute such grace period more th an [ * * * ] during the Success Payment Period ), ( b ) with respect to any Success Pa yment arising as a result of a Licensee Sale Valuat ion Date, the earlier of ( i ) the date on which any proceeds f rom the Licensee Sale are paid or distributed to an y stockholder and ( ii ) the date that is [ * * * ] days after the Lice nsee Sale Valuation Date, ( c ) with respect to any S uccess Payment arising as a result of a Stock Sale Valuati on Date or Private Company Financing Valuation Date, the date that is [ * * * ] days after the Valuation Date pu rsuant to which such Success Payment obligation ari ses, and ( d ) with respect to any other Success Payment, the date that is the Valuation Date pursuant to which s uch Success Payment obligation arises