definiens: shall mean consideration in any form received by LICENSEE or an AFFILIATE in connection with a grant to any third party or parties of a sublicense or other right, license, privilege or immunity to make, have made, use, sell, have sold, distribute, import or export LICENSED PRODUCTS or to practice LICENSED METHODS, but excluding consideration included within NET SALES . SUBLICENSE INCOME shall include without limitation any license signing fee, license maintenance fee, unearned portion of any minimum royalty payment /received by LICENSEE, equity, distribution or joint marketing fee, research and development funding in excess of LICENSEE 's cost of performing such research and development, and any consideration received for an equity interest in, extension of credit to or other investment in LICENSEE to the extent such consideration exceeds the fair market value -4- < PAGE > of the equity or other interest received as determined by agreement of the parties or by an independent appraiser mutually agreeable to the parties