License Payments

License Payments. Shall mean any payments or other consideration that Oscine or its Affiliates receive in connection with a License Transaction, including without limitation license fees, license option fees, milestone payments, license maintenance fees, and equity, but excluding [***]. In the event that Oscine receives non-monetary consideration in connection with a License Transaction, or in the case of transactions not at arm's-length, License Payments shall be calculated based on the fair market value of... such consideration or transaction, assuming an arm's length transaction made in the ordinary course of business. Notwithstanding the foregoing, License Payments shall not include: [***]. For the purpose of the foregoing, the fair market value of an entity's equity securities shall be determined as follows: (a) if the shares of the relevant entity are not traded on a stock exchange or over the counter, the value of such equity securities as determined in good faith by Oscine's Board of Directors, and (b) if the shares of the relevant entity are traded on a stock exchange or over the counter, the average closing price of such shares on the [***] trading days prior to the closing of the equity transaction. View More