definiens: shall mean any and all cash and non - cash consideration received by VI or VI ’s Affiliates for the grant of a license or other right attributable to the FSD IP related to the manufacturing, marketing, promotion, distribution, or sale of Products or other method, process or procedure covered by the FSD IP, including but not limited to initial lump - sum payments and milestones . All non - cash consideration will be valu ed at the fair market value thereof established by agreement of the parties or, failing that, by a qua lified or national independent accountant approved by VI and ASI . VI will bear the cost of su ch accountant . Third Party Payments shall be included within the definition of Net Sales by VI a s of the date such Third Party Payments are actuall y received by VI for purposes of determining the appl icable percentage of Third Party Payments to be paid to ASI under Section 2.3.1 of this Settlement Agreement