definiens: or shall mean the sale, transfer, exchange, or other disposition of Licensed Products whether bygift or otherwise ( including, but not limited to, the use of Licensed Products by a Seller to provide services to anyparty that is not a Seller ) by a Seller to any party that is not a Seller . Sales of Licensed Products shall be deemedconsummated upon the first to occur of : ( i ) receipt of payment from the purchaser ; ( ii ) delivery of Licensed Productsto the purchaser or a common carrier ; ( iii ) release of Licensed Products from consignment ; ( iv ) if deemed Sold by use, when the subject Licensed Product is first put to such use ; or ( v ) if deemed Sold by transfer, exchange, gift or otherdisposition, when such transfer, exchange, gift or other disposition occurs . Notwithstanding the foregoing definition ofSale or Sold, to the extent ALIMERA, its Affiliates or sublicensees distribute any Licensed Product for test marketing, sampling and promotional uses, clinical trial purposes, regulatory approval or compliance, compassionate uses, globalaccess programs intended to provide Licensed Product at reduced prices in the developing world, or other similaruses, only to the extent that the actual Net Selling Price of such Licensed Product exceeds Fully Absorbed Costs willsuch distribution be considered a Sale or Sold . If the actual Net Selling Price exceeds the Fully Absorbed Costs, thedistribution shall be deemed to be a Sale with a deemed Net Selling Price for the purposes of Article 3.2 of thedifference between the actual Net Selling Price and the Fully Absorbed Cost therefor . For the sake of clarity andbecause EMORY receives a percentage of the royalty that ALIMERA receives from sales of Licensed Product(s ) byits sublicensee(s ) pursuant to Article 3.2 and Appendix F, sale of Licensed Product from ALIMERA to a sublicenseeis not a Sale