definiens: shall mean all license fees, milestone payments, royalties, annual maintenance fee or similarpayment or consideration paid by a sublicensee to [COMPANY] or its Affiliates solely in consideration for the grant byGenentech or its Affiliates of a sublicense to develop, manufacture and/or commercialize any Collaboration Product ( with anyof the foregoing consideration received by [COMPANY] or its Affiliates other than in the form of cash to be valued at its fairmarket value as of the date of receipt ) ; provided, however, that shall in any event exclude paymentsfor equity or debt securities of [COMPANY] or its Affiliates ( at its fair market value upon date of receipt ) and reasonablepayments tied to the provision of goods and/or services by [COMPANY] or its Affiliates to a sublicensee to compensateGenentech or its Affiliates for the provision of such goods and/or services