definiens: shall mean [ * ] or [ * ] or [ * ] paid by a sublicensee to Portola solely in consideration for thegrant by Portola of a Sublicense ( with any of the foregoing consideration received by Portola other than in the formof cash to be valued at its fair market value as of the date of receipt ) ; provided, however, that shall in any event exclude any upfront license payment, any royalties received by Portola that are calculated as apercentage of such sublicensee ’s Net Sales, any profit - sharing payments arising from the commercialization ofLicensed Products, any funds paid to reimburse research and/or development costs incurred by Portola, payments forequity or debt securities of Portola ( except to the extent such payments exceed the fair market value of suchsecurities upon date of receipt ), reasonable payments tied to the provision of goods and/or services by Portola to asublicensee to compensate Portola for the provision of such goods and/or services, and any similar payments