definiens: means the total amount of consideration ( including cash, securities or other property ) paid or received, or to be paid or received, by LICENSEE or the equity h olders of LICENSEE ( including holders of options, warrants an d convertible securities ) from or in connection wit h a Liquidity Event ; provided, however, that any contin gent payments will be paid when and if paid to the LICENSEE or the equity holders of LICENSEE . For the purpose of calculating the value of consideration from or r eceived or receivable in connection with or in anticipation of a Liquidity Event, any securities ( other than a pr omissory note ) will be valued at the time of the closing of the Li quidity Event on the same basis as such fair market value shall be determined in connection with any fee payable to any investment bank engaged by LICENSEE in connect ion with such Liquidity Event ; provided, however, that if LICENSEE has not engaged any investment bank in connection with such Liquidity Event, then any secu rities will be valued on the following basis : ( i ) i f such securities are traded on a stock exchange, the securities will be valued at the average last sale or closing pric e for the ten ( 10 ) trading days immediately prior to the closing of th e Liquidity Event ; and ( ii ) if such securities are traded primarily in over - the - counter transactions, the securities wi ll be valued at the mean of the closing bid and ask ed quotations similarly averaged over a ten ( 10 ) trading day peri od immediately prior to the closing of the Liquidit y Event . If the TapImmune Transaction occurs, then the term LIC ENSEE, as used in this definition, shall mean TapIm mune Inc. ( or any successor thereto )