definiens: shall mean consideration in any form, except as further defined below, received by LICENSEEor an AFFILIATE ( if such AFFILIATE has the right to sublicense ) in consideration for a grant to any third party or partiesof a sublicense or other right, license, privilege or immunity from suit to make, have made, use, sell, have sold, distribute, import or export LICENSED PRODUCTS or to practice LICENSED METHODS, but excluding consideration received byLICENSEE ( a ) in the form of EARNED ROYALTIES ; ( b ) in reimbursement of LICENSEE ’s and its AFFILIATES ’ actual, documented cost to perform research, development, commercialization or similar services or activities conducted forsuch LICENSED PRODUCT ; ( c ) in reimbursement of documented, out - of - pocket patent expenses for the LICENSEDPATENTS ; or ( d ) in consideration of the purchase of any securities of such party or its affiliates at a price equal to thethen fair market value of such securities . SUBLICENSE INCOME shall include without limitation any license signingfee, 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 suchresearch and development, funding received for reimbursement of LICENSEE ’s patent expenses that is in excess of suchexpenses, and any consideration received for an equity interest in, extension of credit by or other investment inLICENSEE to the extent such consideration exceeds the fair market value of the equity or other interest as determined byan independent appraiser mutually agreeable to the parties . In case an extension of credit or loan to LICENSEE by a thirdparty is forgiven in whole or in part by the third party, such amount shall constitute SUBLICENSE INCOME