definiens: means, on a [COMPANY] Program Co - Co Product - by - [COMPANY] ProgramCo - Co Product and [COMPANY] Program Co - Co Diagnostic Product - by - [COMPANY] Program Co - Co Diagnostic Product basis, the first sale [ * * * ] by [COMPANY] or its Affiliates or Sublicensees for use or consumption by [ * * * ] of such CelgeneProgram Co - Co Product or [COMPANY] Program Co - Co Diagnostic Product, as applicable, in a country for which [ * * * ] Regulatory Approvals [ * * * ] in order to sell such [COMPANY] Program Co - Co Product ( or [COMPANY] Program Co - CoDiagnostic Product, as applicable ) in the [ * * * ] have been granted ; in each case, provided, however, that the followingshall not constitute a First [COMPANY] Program Co - Co Sale : ( a ) any sale to an Affiliate or Sublicensee unless the Affiliateor Sublicensee is the last entity in the distribution chain of the [COMPANY] Program Co - Co Product or [COMPANY] ProgramCo - Co Diagnostic Product, as applicable ; ( b ) any use of such [COMPANY] Program Co - Co Product or [COMPANY] ProgramCo - Co Diagnostic Product in Clinical Trials, non - clinical development activities or other development activities withrespect to such [COMPANY] Program Co - Co Product or [COMPANY] Program Co - Co Diagnostic Product by or on behalf of aParty, or disposal or transfer of such [COMPANY] Program Co - Co Product or [COMPANY] Program Co - Co Diagnostic Productfor a bona fide charitable purpose ; and ( c ) compassionate use, in each case for which no payment is received byCelgene, its Affiliates or Sublicensees