definiens: shall mean consideration in any form received by Company and/or Company’sAffiliate(s ) in connection with a grant of a sublicense or any other right, license, privilege or immunity ( regardless ofwhether such grantee is a as defined in this Agreement ) to make, have made, use, have used, Sell orhave Sold Products or Processes, but excluding consideration included within Net Sales . Sublicense Income shallinclude without limitation any license signing fee, license maintenance fee, unearned portion of any minimum royaltypayment, distribution or joint marketing fee, research and development funding in excess of the cost of performingsuch research and development, and any consideration received for an equity interest in, extension of credit to orother investment in Company or Company ’s Affiliates to the extent such consideration exceeds the fair market valueof the equity or other interest received as determined by agreement of the Parties or by an independent appraisermutually agreeable to the Parties . Sublicense Income shall exclude any consideration received by Company and / orCompany ’s Affiliate(s ) from a Sublicensee as reimbursement for any Patent Costs paid or to be paid to Hospital, or asapplicable directly to patent counsel, in accordance with Section 4.2