definiens: means ( a ) in the case of arm ’s length sale of an Enhanced Product, ( i ) the cash consideration that Licensee, its Affiliate, or Subl icensee has realized from such sale, or ( ii ) if the re have been no such sales or such sales have been insufficient, th e cash consideration that Licensee, its Affiliate, or Sublicensee would have realized from an unaffiliated, unrelated buyer in an arm ’s length sale of Enhanced Product in the same quantity, under the same terms, and at the sam e time and place as the sale for which Fair Market Value is being determined ; ( b ) in the case of non - cash consi deration received in a sale of an Enhanced Product or in a transaction giving rise to Sublicense Income, the c ash value of such consideration ; or ( c ) in the case of determining the portion of proceeds from an issuanc e of equity to be included in Sublicense Income, th e value of the issued equity as then most recently determined under U.S. Internal Revenue Code § 409A for purpose s of the Licensee ’s equity grants ( or, if the class of equit y issued has not then been so valued, then a value based on the value of a class of equity that has been so valued, taking into account differences between the rights and preferences of the class of equity issued and those of the class of equity then most recently valued )