definiens: shall mean any payments or other consideration that [COMPANY] or its Affiliates receive in connectionwith a License Transaction, including without limitation license fees, license option fees, milestone payments, licensemaintenance fees, and equity, but excluding [ * * * ] . In the event that [COMPANY] receives non - monetary consideration inconnection with a License Transaction, or in the case of transactions not at arm’s - length, License Payments shall becalculated based on the fair market value of such consideration or transaction, assuming an arm ’s length transactionmade in the ordinary course of business . Notwithstanding the foregoing, shall not include : [ * * * ] . Forthe purpose of the foregoing, the of an entity ’s equity securities shall be determined as follows : ( a ) ifthe shares of the relevant entity are not traded on a stock exchange or over the counter, the value of such equitysecurities as determined in good faith by [COMPANY] ’s Board of Directors, and ( b ) if the shares of the relevant entity aretraded on a stock exchange or over the counter, the average closing price of such shares on the [ * * * ] trading days priorto the closing of the equity transaction