definiens: shall mean with respect to a valuation required by any provision hereof, the price which a wiJIing buyer would pay, on an arm 's length basis, for all rights and related intellectual property assets which comprise the assets, data or rights being valued, in light of the status of development and reasonably anticipated risks and costs of further development and the market potential for the commercialization of such assets, data or rights . In any case where Fair Market Value must be determined, the determination shall be made by mutual agreement of the parties through good faith negotiations based upon objective data possessed and disclosed by both parties ; provided that if no agreement as to Fair Market Value is reached after a period of sixty ( 60 ) days, Fair Market Value shall be determined by a panel of three experts with experience in the valuation of pharmaceutical products in the Territory, two of whom shall be chosen by the parties, and the third, who will serve as chairperson, shall be chosen by the experts selected by the parties, whose decision shall be binding and conclusive upon the parties