definiens: shall mean all amounts and other consideration re ceived by EPIX or an Affiliate of EPIX, in connection with a Sublicense, excluding lo ans given at prevailing market conditions, research funding specifically committed to cover costs actually incu rred by EPIX in the research and development of Lic ensed Products under and in accordance with detailed budg ets and workplans included in bona - fide sublicense agreements with Sublicensees solely to the extent s uch funding does not exceed the actual cost of perf orming the research ( if reimbursement exceeds such costs only the excess amount will be ) and equity investments in EPIX to the extent made at fair mark et value ( if the investment exceeds the fair market value, only the excess amount will be ) ; provided that in the event that EPIX or an Affili ate of EPIX receives non - monetary consideration in connect ion with any such Sublicense or in the case of tran sactions not at arm ’s length, Sublicense Income shall be cal culated based on the fair market value of such cons ideration or transaction, assuming an arm ’s length transactio n made in the ordinary course of business . For purp oses of this definition, the term with respect to EPIX equity means ( i ) if EPIX stock is p ublicly traded on a national securities exchange ( including the Nasdaq National Market ), the average closing p rice of such EPIX stock for the [ * * * * * * * * ] trading days prior to the [ * * * * * * * * ] Sublicense or the Sublicensee ’s equity investment in EPIX, whichever is the first to occur ; or ( ii ) if EPIX ’s stock is only publicly Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commiss ion pursuant to the Company ’s application requesting co nfidential treatment under Rule 24b-2 of the Exchange Act ; [ * ] denotes omissions