definiens: means the fair market value of Cempra capital stock on the date the relevant milestone isachieved under Section 6.2(a ) or ( b ), as applicable, which shall be determined as follows:(a ) if the Cempra capital stock to be issued under Section 6.2(a ) or ( b ) is traded on a public securities exchange orthrough the Nasdaq National Market, the fair market value thereof shall be deemed to be the average of the closing prices ofsuch security on such exchange over the 30 - day period ending three ( 3 ) business days prior to the date such securitywas received;(b ) if the Cempra capital stock to be issued under Section 6.2(a ) or ( b ) is actively traded over - the - counter, the fairmarket value thereof shall be deemed to be the average of the closing bid or sale prices ( whichever is applicable ) over the 30 - day period ending three ( 3 ) business days prior to the date such security was received ; or(c ) If there is no active public market for any Cempra capital stock issued under Section 6.2(a ) or ( b ), the fair marketvalue thereof shall be as determined in good faith by Cempra ’s Board of Directors based on a reasonable consideration of allrelevant factors