definiens: means any use, transfer or exchange, For Value or otherwise, of a Licensed Product . Salesinclude all Sales by the Licensee, its Affiliates and its Sublicensees and includes any transfer by the Licenseeto an Affiliate or sublicensee where there is no subsequent Sale ( i.e., the Licensed Product is not further resoldor transferred ) . For the avoidance of doubt, Sales shall not be deemed to include ( a ) any transfer by theLicensee or a Sublicensee to an Affiliate or Sublicensee, where there is a 3 of 27Confidential Treatment Requested subsequent Sale of the Licensed Product ; only the subsequent Sale is used to calculate any amount due,(b ) the use, performance or provision of a Licensed Product for research and development purposes, clinical orotherwise, or ( c ) reasonable distributions as samples or given as donations for indigent use