definiens: means, with respec t to each Licensed Product, the first sale for whic h revenue has been recognized by CELGENE, its Affilia tes or Sublicensees or SUTRO, its Affiliates or lic ensees to any Third Party for use or consumption by the ge neral public of such Licensed Product in any countr y in the CELGENE Territory or SUTRO Territory, respectively, for which all Regulatory Approvals ( including pric ing and reimbursement approvals ), whether or not legall y required in order to sell such Licensed Products in such country, have been granted ; in each case provided h owever that the following shall not constitute a Fi rst Commercial Sale : 7 ( a ) any sale to an Affiliate or Sublicensee ( in the case of CELGENE ) or licensee ( in the case of SUTRO ) unless such Affiliate or Sublicensee or licensee is the last entity in the distribution chain of the Licensed Product ; ( b ) any use of such Licensed Product in Clinical Trials ( including post - Regulatory Approval clinical trials ), non - clinical development activities or other development activities with re spect to such Licensed Product by or on behalf of a Party, or dis posal or transfer of such Licensed Product for a bo na fide charitable purpose ; and ( c ) compassionate use