definiens: means ( a ) with respect to investment by a Third P arty in exchange for equity securities of [COMPANY], ( i ) for so long as [COMPANY] ’ common stock is publicly traded on a sec urities exchange, the volume weighted average closing price of a share of [COMPANY] ’ common stock on the princ ipal exchange on which such stock is then trading for th e ten ( 10 ) trading days ending on the date that is twenty ( 20 ) trading days on such exchange prior to the first pu blic announcement of such equity investment, and ( i i ) if [COMPANY] ’ common stock is no longer publicly trade d on a securities exchange, the fair market value o f a share of common stock of [COMPANY] as of the date of clos ing such investment as determined in good faith by the board of directors of [COMPANY], taking into account such factors and for such time period as the board of d irectors of [COMPANY] reasonably deems is appropriate, and agre ed to by KHK, such agreement not to be unreasonably withheld, delayed, or conditioned, and ( b ) with res pect to any non - cash consideration ( other than equity securitie s ), the fair market value of such consideration as dete rmined in good faith by the board of directors of M edgenics and agreed to by KHK, such agreement not to be unreason ably withheld, delayed, or conditioned