definiens: shall mean consideration in any form received by LICENSEE or an AFFILIATE inconnection with a grant by LICENSEE or an AFFILIATE to any SUBLICENSEE of a sublicense, license, optionto sublicense or license or other right, privilege or immunity to make, have made, use, sell, have sold, distribute, practice, import or export LICENSED PRODUCTS, including any license signing fee, licensemaintenance fee, any fee or other payment pursuant to an option to sublicense or license, unearned portion ofany minimum royalty payment received by -5 - [COMPANY] Confidential LICENSEE, distribution or joint marketing fee, research and development funding in excess of LICENSEE’scost of performing such research and development, any consideration received for an equity interest in or otherequity investment in LICENSEE to the extent such consideration exceeds the fair market value of the equity orother equity investment interest as determined by an independent appraiser mutually agreeable to the parties