definiens: for a particular licensed Product shall mean the difference between Net Sales Receipts for that licensed Product, and the anns - Iength, fair - market price to a substantially similar purchaser under substantially similar circwnstances ( such substantially similar circwnstances including, but not being limited to, the transfer of substantially similar quantities ) of a product that is otherwise substantially identical in all respects to the licensed Product, except that it lacks the features that bring the licensed Product within the scope of one or more claims of licensed Patents . ( Where a product " that is otherwise substantially similar in all respects .... is not in fact commercially available, the above comparison shall be based on a good - faith estimate of the price that would be charged for a hypothetical product having such characteristics . ) 1.10 shall mean the volume - weighted mean price per share of publicly - reported sales of freely tradeable Demeter common stock during the twelve - month pen anuary 1, 2000 through December 31,2000 ; subject to the following two adjustments : ( 1 ) The shall be adjusted to reflect any stock splits, stock dividends, mergers, consolidations, reorganizations, recapitalizations, or the like occurring after August 1, 1996 ; and ( 2 ) The as otherwise defined above, shall be divided by the Multiplier as of December 31, 2000, as the is defined in Paragraph 12.1 of these Supplemental Tenns, regardless of whether LSU has given licensee any notices under Paragraph 12.1