definiens: means, on a Licensed Product - by - LicensedProduct and country - by - country basis in the [COMPANY] Territory, the first sale of suchLicensed Product in such country for use or consumption by the general public(following receipt of all Regulatory Approvals that are legally required in order to sellsuch Licensed Product in such country ) for use in the Field and for which any ofCelgene or its Affiliates or Sublicensees has invoiced sales of such Licensed Productin such country ; provided, however, that the following will not constitute a FirstCommercial Sale : ( a ) any sale to an Affiliate or Sublicensee unless the Affiliate orSublicensee is the last entity in the distribution chain of the Licensed Product ; or ( b)any use of such Licensed Product in Clinical Trials or non - clinical developmentactivities with respect to such Licensed Product by or on behalf of a Party, or disposalor transfer of such Licensed Product for a bona fide charitable purpose, compassionate use or samples