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 DCEC Product DCNC Product, and/or Newco Intellectual Property, and any other kinds of revenue whatsoever, received by JVP and/or Newco, and/or an Affiliate of JVP and/or Newco, in respect of the commercialization of the DCEC Product, DCNC Product, and/or Newco Intellectual Property ; ( ii ) any net manufacturing profits realized by JVP and/or Newco, and/or an Affiliate of JVP and/or Newco, on any supply of DCEC Product and/or DCNC Product ; and ( iii ) any consideration received by Newco and or JVP, and/or an Affiliate of N ewco and/or JVP, in respect of any Disposal Agreement ; ( iv ) research and development payments received by JVP and/or Newco, and/or an Affiliate of JVP and/or Newco, in relation to research and development of the DCEC Product, DCNC Product, and/or Newco Intellectual Property, where such payments are made other than for reimbursement of direct expenses incurred by JVP and/or Newco, and/or an Affiliate of JVP and/or Newco, and other than on an FTE rate based on then current standard industry rates ; where such payments are made other than on an FTE rate based on then current standard industry rates, the surplus over the current industry standard FTE rates 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 JVP and/or Newco ; ( 1 ) where JVP and/or Newco, and/or an Affiliate of JVP 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 JVP and/or Newco, and/or an Affiliate of JVP 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 JVP or Newco, and/or an Affiliate of JVP and/or Newco, and an unaffiliated third party that is not part of a strategic investment and the closing of 6 which occurs within the six months preceding or on the date of such calculation, if any ) and shall be reasonably agreed to by the [COMPANY] ( provided that in the event [COMPANY] reasonably does not agree with JVP 's or Newco 's, and/or an Affiliate of JVP and/or Newco, fair market value determination, [COMPANY] and JVP and/or Newco, as the case may be, 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 JVP and/or Newco, and/or an Affiliate of JVP and/or Newco ; or ( 2 ) where JVP and/or Newco, and/or an Affiliate of JVP and/or Newco, is publicly listed on a recognized stock exchange, the premium paid over the average closing price of such stock of JVP and/or Newco, and/or an Affiliate of JVP and/or Newco, for the 30 trading day period immediately prior to any such subscription ; having taken account of deductions in respect of any customs and excise duties or other sales taxes that are actually paid by JVP and/or Newco, and/or an Affiliate of JVP and/or Newco ( but, for the avoidance of doubt, not income or corporation tax ), directly related to the receipt of revenue b;y JVP and/or Newco, and/or an Affiliate of JVP and/or Newco, as set forth above