definiens: means, ( a ) in respect of any Milestone occurring on or after thedate on which the IPO is consummated, a number of shares of Common Stock equal to ( i ) the Applicable EquityMilestone Amount for such Milestone divided by ( ii ) the greater of ( A ) the arithmetic average of the 30 VWAPs in theapplicable Observation Period and ( B ) the VWAP Floor, or ( b ) in respect of any Milestone occurring before the date onwhich the IPO is consummated, at Opus ’s option ( 1 ) cash in an amount equal to the Applicable Equity MilestoneAmount for such Milestone, or ( 2 ) a number of shares of Juno ’s senior - most class of capital stock equal to ( x ) theApplicable Equity Milestone Amount for such Milestone divided by ( y ) the greater of ( A ) the fair market value of oneshareof such senior - most class of capital stock as determined in good faith by the board of directors of Juno ; provided, however, that if such senior - most class of capital stock is Series B Preferred Stock, the per share fair market valueshall be $ 2.73, subject to adjustment in the event of a stock split, reverse split, or combination and ( B ) the VWAPFloor