definiens: means(a ) for securities for which there is an active public market:(i ) if traded on a national securities exchange ( including any market tier of the NASDAQ Stock Market ), theaverage of the closing prices of the securities on such exchange or market over the 30 trading day period endingthree trading days prior to the applicable purchase of such securities by the applicable Sublicensee ; or(ii ) if actively traded over - the - counter ( on the OTCBB Market or OTCQB Market operated by OTC Markets, Inc., or any similar U.S. market ), the average of the closing bid prices over the 30 trading day period ending threetrading days prior to the applicable purchase of such securities by the applicable Sublicensee ; and(b ) for securities for which there is not an active public market, the fair market value thereof as determined in goodfaith by BDSI ’s Board of Directors