definiens: means the price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arm ’s length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts . Fair Market Value shall be determine d on a going concern basis and on a pro rata basis ( i.e., without the application of any discount for lack of control or lack of marketability ) . Further, the Appraiser shall use generally accepted business valuation methods and principles, applied on a con sistent basis, and shall take into account the relative rights, and preferences affecting the Exchangeable Shares or shares of Parent Common Stock, as the case may be . Notwithstanding the foregoing or anything else to the contrary herein : ( i ) in determinin g the FMV of Parent Common Stock, the Appraiser shall disregard any and all liquidation, sale and dividend preference amounts payable to any equityholder of Parent with respect to equity capital of Parent held by them from time to time ( so that any such li quidation, sale and dividend preference amounts are not taken into account and do not affect the FMV of the Parent Common Stock ) ; and ( ii ) in determining the FMV of Exchangeable Shares or the Parent Common Stock, the Appraiser shall disregard any proposed or otherwise potential Termination License Event ( so that the potential termination of the ELSA is not taken into account and does not affect the FMV of the Exchangeable Shares or the Parent Common Stock )