definiens: shall mean any consideration whatsoever nature, in cash, or in kind based on fair market value, paid to HaptoGuard and an Affili ate from a Sublicense of the Licensed Technology fo r utilization in the Automated Diagnostic Field and / o r Non Automated Diagnostic Field, and/or Net Sales from the sale of Diagnostic Genetic Products and Diagnostic Non - Genetic Products . shall not include payments received for bone fide research and develo pment and clinical programs conducted by HaptoGuard or an Affiliate . Notwithstanding the foregoing, if suc h consideration is paid within the framework of a l arger transaction encompassing payment for assets or inte llectual property other than the Licensed Technolog y, Receipts shall encompass only that portion of the c onsideration that can be attributed to the Sublicen se of the Licensed Technology for utilization in the Automate d Diagnostic Field and/or Non Automated Diagnostic Field, and/or the sale of Diagnostic Genetic Products and Diagnostic Non - Genetic Products . If BIORAP shall di spute the portion of the Receipts to be paid by HaptoGuar d, BIORAP shall forward to HaptoGuard within [ * * * * * * * * * * * * ] of BIORAP receiving such Receipt a written not ice detailing the basis and foundation of the dispute ( the ) . After the end of th e [ * * * * * * * * * * * * * * * * * * * ], BIORAP looses the right to contest or dispute the Receipt received . If BIORAP provides Receipt Notice, then the Parties shall des ignate an agreed assessor, who shall determine the amount of the Receipts under this Agreement to be paid . If th e Parties fail to designate such assessor within [ * * * * * * * * * * * * * ] of BIORAP ’s Receipt Notice then the assess or shall be designated by the President of the Israel GPA Association at the request of either Par ty . The Parties shall provide the assessor with wri tten evidence and the basis for each other ’s position . T he Parties shall exchange such evidence in order to give each Party the opportunity to dispute the evidence of th e other Party . The determination of the agreed asse ssor shall be final and binding on the Parties . Such an assessor, shall, in making such determination, act as an exp ert and not an arbitrator . In the event, the assessor determine s that the amount of Receipts to be paid by HaptoGu ard is greater than [ * * * ] of the actual amount of Receipts paid, then the reasonable costs of the agreed asse ssor shall be paid by HaptoGuard