definiens: shall mean the portion of any up - front or lumpsum payment ( either in the form of cash or property ) from a third party receivedby [COMPANY] or an [COMPANY] Affiliate ( or any Successor ) that would appropriately becharacterized as a payment made by such third party in consideration for thegranting of rights to such third party by [COMPANY] or an [COMPANY] Affiliate ( or suchSuccessor ) to market, sell, distribute or provide to patients the fFN ELISATests or fFN Rapid Assay Tests, less sales or use taxes actually paid by Adezaor such [COMPANY] Affiliate ( or such Successor ) on such portion and any amount ofsuch portion subsequently forfeited by [COMPANY] or such [COMPANY] Affiliate ( or suchSuccessor ) . In the event that a Marketing Fee is paid in the form of property, that Marketing Fee shall be deemed to be the fair market value of such propertyon the date of transfer for purposes of Section 3.2 . All payments received uponthe granting to an [COMPANY] Affiliate ( after becoming an [COMPANY] Affiliate ) of rightsto market, sell, distribute or provide to patients the fFN ELISA Tests or fFNRapid Assay Tests shall not be deemed a Marketing Fee and shall be disregardedfor purposes of determining the amounts due [COMPANY] under this Article 3