definiens: shall mean all royalties, license fees, milestone payments, premiums over the fair market value ( as of the date of receipt ) of equity or debt securities of [COMPANY] or its Affiliates, annual or other license maintenance fees, or similar payment or consideration paid by a Sublicensee to [COMPANY] or its Affiliate(s ) in consideration for the grant by [COMPANY] or its Affiliate to a Third Party of a license to develop and/or commercialize any Selected Compound or Product ( excluding a license granted to a Subcontractor in connection with a Subcontracting Arrangement for the purpose of enabling such Subcontractor to perform the subcontracted services ) ; provided, however, that any of the foregoing consideration received by [COMPANY] or its Affiliate other than in the form of cash shall be valued at its fair market value as of the date of receipt ) ; and provided, further, that shall exclude reimbursement paid to [COMPANY] or its Affiliate for reasonable, fully - loaded ( direct costs plus 10 % to account for indirect overhead ) costs of research, development and/or marketing services actually performed by [COMPANY] or its Affiliate for such Third Party licensee