definiens: means any transaction in which a Licensed Product or Licensed Service is exchanged or transferred for any value, payment or compensation of any type or kind . Notwithstanding the forgoing, Sales of any kind shaH not include and shall expressly exclude transfers by Licensee : ( a ) to a Sublicensee of Affiliate for distribution or their own internal testing of samples of any Licensed Product or Licensed Service, provided that such testing is 110 t conducted for or on behalf of any end user and further provided that Licensee receives no payment for such Licensed Product or Licensed Service in excess of the fully burdened ( i.e. direct and indirect ) costs of producing and transporting such materials ; and ( b ) for its and its Affiliates own non - commercial laboratOlY research and development purposes, manufacturing, marketing / promotional purposes, beta testing and/or clinical testing, provided that the foregoing is not performed for or on behalf of any end user and further provided that Licensee receives no payment for such Licensed Product or Licensed Service in excess of the fully burdened ( i.e. direct and indirect ) costs of producing and transporting such materials and/or providing such Licensed Product or License Service