definiens: shall mean the cash price that w ould be paid in an arm ’s length transaction between two unrelated parties . The equivalent value shall be fa irly determined by Licensee ’s Board of Directors an d CMCC shall be notified thereof in writing together with a sufficiently detailed explanation of the determination and summary of the underlying data ( i f any ) and assumptions to allow CMCC to evaluate th e fairness of the determination . CMCC may, upon writt en notice to Licensee, appoint an independent c ertified public accountant or consultant ( an for purposes of this Article I, Paragraph D. ) whose general qualifications are reasonably accepta ble to Licensee and the cost and expense of the Independent Appraiser shall be paid solely by CMCC, except as provided below . If CMCC fails to notify Licensee of its election to exercise its valuation right within thirty ( 30 ) days after its receipt of the explanation and initial determination by Licensee ’s Board of Directors as provided herein, then the equivalent value thereof shall be the amount as det ermined by Licensee ’s Board of Directors, if CMCC exercises its valuation right, Licensee shall provi de said Independent Appraiser with such books, information and records as the Independent Appraise r shall reasonably request pursuant to accepted professional practice standards, and CMCC shall the reafter cause the Independent Appraiser appointed b y CMCC to provide its determination of equivalent val ue in writing to Licensee and CMCC . Following receipt of such determination, the parties shall, i n good faith, attempt to mutually agree upon the eq uivalent value . If the parties are unable to so agree within thirty ( 30 ) days following their receipt of such determination, the parties shall jointly appoin t a mutually acceptable Independent Appraiser to de termine the equivalent value . The cost and expense of such join tly appointed Independent Appraiser and the Independent Appraiser appointed solely by CMCC shal l be paid as follows : ( a ) if the equivalent value a s found by the jointly appointed Independent Appraise r is within fifteen percent ( 15 % ) of the equivalent value determined by Licensee ’s Board of Directors, such c osts and expenses of the jointly appointed Independ ent Appraiser shall be paid solely by CMCC ; ( b ) if the equivalent value as found by the jointly appointed Independent Appraiser is greater than fifteen perce nt ( 15 % ) more than the equivalent value determined by Licensee ’s Board of Directors, the cost and expense of the jointly appointed Independent Appraiser sha ll be paid solely by Licensee ; and ( c ) the costs and expe nses of the independent Appraiser appointed solely by CMCC shall be shared equally by CMCC and Licensee . In any case, the determinations made by Licensee ’s Board of * Confidential Treatment Requested 5 Directors, the Independent Appraiser appointed by C MCC and the Independent Appraiser jointly appointed by the parties shall be compared, and the equivalen t value shall be the middle determination ( and not an average thereof ) . Any Independent Appraiser appoint ed by CMCC or jointly appointed by CMCC and Licensee shall be subject to an obligation of confi dentiality consistent with customary professional standards, to limit any disclosures to any persons other than CMCC and Licensee