definiens: . 1.26 shall mean all amounts and other consideration received by Predix or an Affiliate of Predix, in connection with a Sublicense, excluding loans given at prevailing mar ket conditions, research funding specifically committed to cover costs actua lly incurred by Predix in the research and development of Licensed Products under and in accordance with detailed budgets and workplans included in bona - fid e sublicense agreements with Sublicensees solely to the extent such funding does not exceed the actual cost of performing the research ( if reimbursement exceed s such costs only the excess amount will be ) and equity inve stments in Predix to the extent made at fair market value ( if the investment exceeds the fair market value, only the excess amount will be ) ; provided that in the event that Predix or an Affiliate of Predix receive s non - monetary consideration in connection with any such Sublicense or in the ca se of transactions not at arm 's length, Sublicense Income shall be calculated based on the fair market value of such consideration or transaction, assumin g an arm 's length transaction made in the ordinary course of business . For purpos es of this definition, the term with respect to Predix equ ity means the value of Predix equity as determined in good faith by the Board of Directors of Predix taking into consideration the value most recently paid by a Third Party for shares of such equity and any material events that have occur red subsequent to such purchase