definiens: shall mean ( 1 ) with respect to the Common Stock of [COMPANY], theclosing price of the Common Stock as quoted or traded on the NASDAQ Global Market ( or other applicable exchange orpublic market ) on the day of closing of such stock sale, or if the closing of such stock sale does not take place on atrading day, the closing price on the last trading day prior to the day of closing of such stock sale ; and ( 2 ) with respect toany other security of [COMPANY] other than Common Stock, the parties shall seek in good faith to agree on the fair market valueof such security and in the event the parties can not mutually agree on such value, the determination of fair market valueshall be submitted to dispute resolution pursuant to Section 11.1 . For clarity, all up - front fees already received by GTxfrom Merck pursuant to the Merck Sublicense and reported to UTRF prior to the Amendment Date ( including withoutlimitation, the license fee paid pursuant to Section 8.2 of the Merck Sublicense and the equity investment made pursuantto Section 8.3 of the Merck Sublicense ) and all up - front fees already received by [COMPANY] from Ortho Biotech Products L.P