definiens: shall mean : ( i ) all license fees, sublicense fees, license option payments ( whether in relation to the grant or exercise of any license option ) milestone payments, and royalties on sales of Deferred Consideration Product, Newco Intellectual Property and/or the Newco IP Product, and any other kinds of revenue whatsoever received ( including value received in the form of securities ) by Atrix and/or Newco, and/or an Affiliate of Atrix and/or Newco, in respect of the commercialization of the Deferred Consideration Product, Newco Intellectual Property and/or Newco IP Product ; ( ii ) any net manufacturing profits realized by Atrix and/or Newco, and/or an Affiliate of Atrix and/or Newco, on any commercial supply of Deferred Consideration Product and/or Newco IP Product ; ( iii ) any consideration received by Newco and or Atrix, and/or an Affiliate of Newco and/or Atrix, in respect of any Disposal Agreement ; 5 < PAGE > ( iv ) research and development payments received by Atrix and/or Newco, and/or an Affiliate of Atrix and/or Newco, in relation to research and development of the Newco Intellectual Property and/or Newco IP Product and/or the Deferred Consideration Product, where such payments are made other than for reimbursement of expenses incurred by Atrix and/or Newco, and/or an Affiliate of Atrix and/or Newco, and other than on FTE rates charged by Atrix, where such payments are made other than on FTE rates charged by Atrix, the amount above $ 300,000 per employee per annum ( as adjusted annually for percentage increases in CPI ) shall be included in the calculation of Net Revenues ; and ( v ) in the context of any Commercialization Agreement, any premium paid by a subscriber for stock of Atrix and/or Newco ; ( 1 ) where Atrix and/or Newco, and/or an Affiliate of Atrix and/or Newco, is not publicly listed on a recognized stock exchange, the premium paid over the fair market value of such stock as reasonably determined by the board of directors of Atrix and/or Newco, and/or an Affiliate of Atrix and/or Newco, in good faith and certified in a board resolution ( taking into account ( i ) the most recently or concurrently completed arm 's length transaction in which the primary consideration for the stock is cash between the Atrix or Newco, and/or an Affiliate of Atrix and/or Newco, and an unaffiliated third party that is not part of a strategic investment and the closing of which occurs within the six months preceding or on the date of such calculation, if any ) and shall be reasonably agreed to by [COMPANY] ( provided that in the event [COMPANY] reasonably does not agree with Atrix 's or Newco 's, and/or an Affiliate of Atrix and/or Newco, fair market value determination, [COMPANY] and Atrix and/or Newco, as the case may be, at [COMPANY] 's sole cost and expense, shall jointly appoint an independent nationally - recognized third party to determine the fair market value ), ( ii ) the general market conditions for private biotech securities, and ( iii ) the general state of progress in clinical and commercial activities in Atrix and/or Newco, and/or an Affiliate of Atrix and/or Newco ; or ( 2 ) where Atrix and/or Newco, and/or an Affiliate of Atrix and/or Newco, is publicly listed on a recognized stock exchange, the premium paid over the average closing price of such stock of Atrix and/or Newco, and/or an Affiliate of Atrix and/or Newco, for the 30 trading day period immediately prior to any such subscription ; provided, however, that the amounts calculated pursuant to subparagraphs ( i ) through ( v ) above shall be reduced by : 6 < PAGE > ( i ) deductions in respect of any customs and excise duties or other sales taxes that are actually paid by Atrix and/or Newco, and/or an Affiliate of Atrix and/or Newco ( but, for the avoidance of doubt, not income or corporation tax ), directly related to the receipt of revenue by Atrix and/or Newco, and/or an Affiliate of Atrix and/or Newco, as set forth above ; and ( ii ) the Agreed Cost Deduction ( to the extent not otherwise previously deducted and offset in favor of Atrix, Newco and/or any of their respective Affiliates )