definiens: means the amount equal to : 1.2.1 . in the case of an Asset Sale, the sum of ( a ) all ca sh and the fair market value of all securities or other property transferred to Licensee or Licens ee ’s direct or indirect parent company at the time of the transaction, less all current and long - term liabili ties ( but not contingent liabilities ) of Licensee t hat are not discharged or assumed by the buyer ( or its affiliat es ) in connection with the Asset Sale and ( b ) all c ash and the fair market value of all securities and other prope rty for Trailing Consideration payable to Licensee or Licensee ’s direct or indirect parent company, when and if, actually paid ; or 1.2.2 . in the case of a Merger or Stock Sale, the sum of ( a ) all cash and the fair market value of all securities and other property transferred to the st ockholders of Licensee or Licensee ’s direct or indi rect parent company ( and any option holders or warrant holders ) in return for their stock ( or options or warrants ) in Licensee or Licensee ’s direct or indirect parent co mpany at the time of the transaction and ( b ) all ca sh and the fair market value of all securities and other prope rty transferred to the stockholders of Licensee or Licensee ’s direct or indirect parent company ( and any option h olders or warrant holders ) for Trailing Considerati on payable to the holders of Licensee ’s or Licensee ’s direct o r indirect parent company ’s securities, when and if actually paid