definiens: ( as defined below ) or ( 2 ) agree that the sales - based payments owed to Stressgen pursuant to Section 7.4 be terminated . If [COMPANY] continues to market and sell the First Generation Product under the Trademark in a country, then, in lieu of the sales - based payments under Section 7.4, [COMPANY] shall pay Stressgen § percent ( 2 ; ] of Net Sales in such country, unless Stressgen owes a ~ royalty payment to MIT in such country pursuant to the MIT Agreement, in which case such sales - based payments would be § .. ee percent ( 3~ of Net Sales for so long as -,*-­such royalty obligation to MIT applies . As used herein shall be determined by the Parties in good faith negotiations, based upon a multiple of Net Sales of the First Generation ProductS the NA Region, or in the countries in the Ex - NA ' * ­RegiOi11 as the case may be . If the Parties can not agree on such multiple, then they ~ shall retain a mutually agreed upon neutral Third Party valuation expert to determine such multiple, and the fees of such valuation expert shall be shared by the Parties equally