definiens: will mean license fees, signing fees, option fees, milestone paymentsand any other consideration ( including non - monetary consideration ) paid to, or otherwise received by, Clovisor any of its Affiliates in consideration for the establishment of a Sublicensee or Distributor relationship ( andwithout reduction for any additional Patents or Know - How or other intellectual property rights granted orcommitments made in connection therewith ), but does not include ( i ) revenues from sales of LicensedProducts by Clovis to Sublicensees or Distributors ; ( ii ) royalties metered on sales of Licensed Products bySelling Parties, ( iii ) payments contractually committed to reimburse the Fully Allocated Costs of futureDevelopment of the Lead Candidate and Licensed Products, provided that any amounts received in excess ofsuch costs ( such as, for example, a profit share ) will be treated as hereunder, and(iv ) payments received to purchase securities of Clovis at fair market value, provided that any premium paidover fair market value will be treated as hereunder with . For purposes of thisdefinition, will be determined on a per share basis and will mean the average closingprice of Clovis common stock for the ten ( 10 ) trading days immediately preceding the date such Sublicenseeor Distributor agreement is3 AMENDED AND RESTATED STRATEGIC LICENSE AGREEMENTexecuted, or, if there is no trading market for the security issued, the good faith determination of the board ofdirectors of Clovis as to its fair market value ( taking into account, inter alia, the pricing of other recentsecurity issuances by Clovis )