definiens: of an equity security shall mean ( i ) if the equity security is traded on a National Exchange, then Fair Market Value shall equal the average closing sale price of a share of such equity security as reported on the National Exchange for the [ five ( 5 ) ] trading days immediately preceding, and the [ fjve ( 5 ) ] trading days including and following, the date CG or JT received payment for such security from the Marketing Distributor ; ( ii ) ifthe equity security is not traded on a National C:\NrPortbl\PALIB2VEI\2129547 _ I.DOC ( 275919 ) -9 - Exchange, then Fair Market Value shall be detennined on the basis of the common stock equivalents of such equity security, and shall equal the effective gross price per share of a common stock equivalent ofCG or JT, as applicable, ( subject to appropriate adjustments for stock splits, stock dividends, recapitalizations, reorganizations and combinations ) in the last sales of equity securities by CG or JT to third parties other than the Marketing Distributor ( but including sales to such other third parties made at the same time as the sale to the Marketing Distributor ), in which the aggregate cash purchase · ., such third parties exceeded IIIIlIfj lf'jIIWlr.llDI~'U : and in which at least, :, of the invested amount is from investors that are not pharmaceutical or biotechnology companies ( or Affiliates thereof ) and that have not previously invested in CG or JT ( respectively ) and have not entered into a collaboration or contractual arrangement with CG or JT ( respectively ) . For such purposes, means the New York Stock Exchange, the American Stock Exchange, any national market system ( including without limitation the Nasdaq National Market ), or the European or Japanese equivalent of such an exchange or market system