definiens: means with respect to a valuati on required by any provision of this Agreement, the price which a willing buyer would pa y, on an arm ’s length basis, for [COMPANY] ’s economic interests in the intellectual property ass ets, data, and other rights and assets being valued, in light of the status of development and reasonably a nticipated risks and costs of further development a nd the market potential for the commercialization of s uch assets, data or rights, which price may include future, ongoing, and/or recurring license fees, roy alties, and other payments . In any case where Fair Market Value must be determined but is not determin ed by good faith negotiations between the Parties, pursuant to Section 8.5.2(a ), the determination wil l be made by [ * * ] . In addition, but solely for purp oses of Section 8.6.2 ( and not for purposes of Section 8 .5.2(a ) ), if Fair Market Value is determined prior to the First Commercial Sale, such Fair Market Value w ill be [ * * ]