definiens: shall mean consideration in any form received by Company and/or Company ’s Affiliate(s ) in connection with or otherwise attributable to a grant of a sublicense or any other right, license, privilege or immunity ( regardless of whether such grantee is a as defined in this Agreement ) to make, have made, use, have used, Sell or have Sold Products or Processes, but excluding co nsideration included within Net Sales . Sublicense Income shall include without limitation any license signing fee, license maintenance fee, unearned portion of any minimum royalty payment, distribution or joint marketing fee, research and development fundi ng in excess of the cost of performing such research and development, and any consideration received for an equity interest in, extension of credit to or other investment 4 in Company or Company ’s Affiliates to the extent such consideration exceeds the fair market value of the equity or other interest received as determined by agreement of the Parties or by an independent appraiser mutually agreeable to the Parties