definiens: of an equity security means ( i ) if the equity sec urity is traded on a National Exchange, then Fair Market Value shall equal the average clos ing sale price of a share of such equity security a s reported on the National Exchange for the five ( 5 ) trading days immediately preceding, and the five ( 5 ) trading days including and following, the date payment is received for such security from the Subl icensee ; ( ii ) if the equity security is not traded on a National Exchange, then Fair Market Value shall be determined on the b asis of the common stock equivalents of such equity security, and shall equal the effective gross price per share of a comm on stock equivalent of the issuing Party ( subject t o appropriate adjustments for stock splits, stock dividends, recapitalization s, reorganizations and combinations ) in the last sa le of equity securities by the issuing Party to Third Parties other than the Subli censee ( but including sales to such other Third Par ties made at the same time as the sale to the Sublicensee ) within the precedin g six ( 6 ) months . If no shares have been issued as provided in subsection ( ii ), the board of directors of the issuing Party 11 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omit ted and filed separately with the Securities and Exchange Commiss ion pursuant to Rule 24b-2 of the Securities Exchan ge Act of 1934, as amended