definiens: shall mean any consideration in any form received by Licensee or its Aﬃliates, or any ofLicensee ’s or its Aﬃliates ’ respective Related Parties or the Aﬃliates of such Related Parties, in connection with or otherwise attributable to a grant of asublicense or any other right, license, privilege or immunity ( regardless of whether such grantee is a as deﬁned in this Agreement ) tomake, have made, use, have used, research, develop, sell or have sold, oﬀer for sale, market, distribute, import or export Product Candidates orProducts, as applicable, but excluding consideration included within Net Sales . Product Sublicense Income shall include without limitation any licensesigning fee, option fee, license maintenance fee, unearned portion of any minimum royalty payment, distribution or joint marketing fee, research anddevelopment, manufacturing, and sales and marketing funding in excess of the cost of performing such research and development, manufacturing, orsales and marketing and any consideration received for an equity interest in, extension of credit to or other investment in Licensee or Licensee ’s Affiliates, or any of Licensee ’s or its Aﬃliates ’ respective Related Parties or the Aﬃliates of such Related Parties, to the extent such consideration exceeds the fairmarket value of the equity or other interest received as determined by agreement of the Parties or by an independent appraiser mutually agreeable to theParties