definiens: shall mean, with respect to an equity investment by a Third Party in GTX, an amount equal to the difference between the total consideration p aid for the purchase of shares of GTX stock and the fair market value of such stock, as defined herein . Such fair m arket value shall be equal to either ( i ) if GTX has not had an initial public offering of its stock prior to the d ate of such investment by such Third Party, and doe s not conduct such a public offering concurrently with such inves tment, the average price per share of GTX stock off ered in GTX ’s two ( 2 ) most recent rounds of equity financin g, multiplied by the number of shares of GTX stock [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS D OCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANTIS PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED