definiens: means, on a Licensed Product -by - Licensed Product and country -by - country basis, the first sale of such Licensed Product in such country by Juno or any of its Affiliates or Sublicensees for use or consumption by an end user for which any of Juno or any of its Affiliates or Sublicensees has invoiced sales of such Licensed Product in such country ; provided, however, that the following shall not constitute a First Commercial Sale : ( a ) any sale to an Affiliate or Sublicensee ; or ( b ) any use of such Licensed Pro duct in Clinical Trials or non -clinical Development activities with respect to such Licensed Product by or on behalf of a Party ( or its Affiliate or Sublicensee ), or disposal or transfer of such Licensed Product for a bona fide charitable purpose, compassi onate use or samples, in each case for which such Party does not receive any financial or in -kind compensation