definiens: means the total gross proce eds ( exclusive of Earned Royalties of Sublicensees, but including, without limitation, any license fees, maintenance fees, or milestone payments ), whether consisting of cash or any other form of consideration to which a fair market value can be assigned and whether an y rights other than Patent Rights are granted, which gross p roceeds are received by or payable to the Licensee, any Affiliate and/or Joint Venture, from any Sublicense e in consideration of the grant of a sublicense und er the license granted by The Regents in Section 2.1 . Notw ithstanding the foregoing, Attributed Income shall not include proceeds attributed in such sublicense or s uch agreement, arrangement or other relationship to bona fide ( i ) debt financing ; ( ii ) equity ( and conditional eq uity, such as warrants, convertible debt and the li ke ) investments in the Licensee or any Affiliate up to [ * ] of the f air market value ; ( iii ) reimbursements of Patent Pr osecution Costs actually incurred by the Licensee ; [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with t he Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended