definiens: shall mean all considera tion received by the Company or any of its Affiliat es from Sublicensees in exchange for the sublicensing of rights granted to the Company pursuant to Articl e 2 herein, but specifically excluding royalties . Subli censing Income includes, without limitation, upfron t payments, milestone payments, license maintenance fees, resea rch and development funding ( subject to ( a ), below ) and equity investments ( whether in the form of stock pu rchase, options, warrants, convertible debt or othe r forms ) ( subject to ( a ), below ) paid directly or indirectly to the Company ( or any of its Affiliates ) from ( or on behalf of ) any Sublicensee . Notwithstanding the foregoing : ( a ) funding of activities directly in furtheranc e of Licensed Product research and clinical, regulatory and manufacturing process development ar e excluded from Sublicense Income ; and 2 ( b ) Sublicense Income shall not include amounts paid to the Company as an equity investment in the Company or any of its Affiliates ( whether in th e form of stock purchase, options, warrants or othe r forms ) to the extent that the amount of such investment ( calc ulated in case of options, warrants and the like as if exercised and including all amounts due on exercise ) does not involve any premium over fair market value of the equity investment