definiens: shall mean the amount, determined as of the closingdate of the CHANGE OF CONTROL TRANSACTION equal to ( A ) the aggregate fair market value of cash orsecurities received by LICENSEE in such CHANGE OF CONTROL TRANSACTION, minus ( B ) the aggregateamount of capital invested in LICENSEE prior to such CHANGE OF CONTROL TRANSACTION minus ( C ) if suchCHANGE OF CONTROL TRANSACTION involves a sale of all or substantially all of the assets of LICENSEE, alloutstanding debt of LICENSEE that is not assumed by the transferee of such assets . For the avoidance of doubt, any SUCCESS PAYMENT made pursuant to this Article 5.1(f ) shall not reduce or offset any other paymentobligation of LICENSEE to UNIVERSITY, unless otherwise agreed between UNIVERSITY and LICENSEE . Ifapplicable and unless otherwise agreed by the PARTIES, the SUCCESS PAYMENT shall be paid at the closing ofthe CHANGE OF CONTROL TRANSACTION in cash and securities in the same ratio of cash and securities as isreceived by LICENSEE at the closing of such CHANGE OF CONTROL TRANSACTION