definiens: ( and and as the ca se may be ) shall mean to sell or have sold, to leas e or have leased, to import or have imported or otherwis e to transfer or have transferred a Licensed Produc t for valuable consideration ( in the form of cash or othe rwise ), and further in the case of a Process to use or perform such Process for the benefit of a third party, 1.25 shall mean consider ation in any form received by Company and/or Company ’s Affiliate(s ) from a third party to the ex tent attributable to a grant of a sublicense or any other right, license, privilege or immunity ( regardless of wheth er such third party is a as defined i n this Agreement, but for clarity excluding the assignment of this Agreement in accordance with Section 12.5 ) under the Patent Rights to make, have made, use, have use d, Sell or have Sold Licensed Products, but excludi ng consideration included within Net Sales . Sublicense Income shall include without limitation any licens e signing fee, license maintenance fee, unearned portion of a ny minimum royalty payment in excess of royalty pay ment received that is based on actual Net Sales, distrib ution or joint marketing fee, success payments, mil estone payments pursuant to the sublicense agreements . Sub license Income shall exclude : ( i ) reimbursement for the cost and expense of filing, prosecuting and maintaining Patent Rights ; ( ii ) arm ’s length equity investments or loans ; ( iv ) payment for the supply of goods and services ( such as for the supply of the Licensed Product ) and research and development funding paid to Company in support of the research and/or development of Product at in dustry standard value as supported by appropriate written documents ; provided however, that any excess above such documented amounts shall be considered Sublicense I ncome