definiens: shall mean the amount by which cash amounts received by CO or JT for a particular equity security exceed the Fair Market Value of such security . 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 re orted on the National Exchange for the \fIve ( 5)pading days immediately preceding, and the five ( 5 ) trading days including and following, the date CO or JT received payment for such security from the Marketing Distributor ; ( ii ) if the equity security is not traded on a National Exchange, then Fair Market Value shall be determined 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 of CO 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 CO 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 a regate cash purchase price paid by such third parties exceeded Three Million Dollars ( $ 3,000,000 ) and in which at least \fifty percent ( 50%)1 of the invested amount is from investors t at are not pharmaceutical Or biotechnology companies ( or Affiliates thereof ) and that have not previously invested in CO or JT ( respectively ) and have not entered into a collaboration or contractual arrangement with CO 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