definiens: means, on a Juno Program Co - Co Product - by - Juno Program Co - CoProduct and Juno Program Co - Co Diagnostic Product - by - Juno Program Co - Co Diagnostic Product basis, the first sale [ * * * ] by [COMPANY] or its Affiliates or Sublicensees for use or consumption by [ * * * ] of such Juno Program Co - Co Product(or Juno Program Co - Co Diagnostic Product, as applicable ) in a country for which [ * * * ] Regulatory Approvals [ * * * ] inorder to sell such Juno Program Co - Co Product ( or Juno Program Co - Co Diagnostic Product, as applicable ) in [ * * * ] have been granted ; in each case, provided, however, that the following shall not constitute a First Juno Program Co - Co Sale : ( a ) any sale to an Affiliate or Sublicensee of a Party unless the Affiliate or Sublicensee is the last entity inthe distribution chain of the Juno Program Co - Co Product ( or Juno Program Co - Co Diagnostic Product, as applicable);(b ) any use of such Juno Program Co - Co Product or Juno Program Co - Co Diagnostic Product in Clinical Trials, non - clinical development activities or other development activities with respect to such Juno Program Co - Co Product orJuno Program Co - Co Diagnostic Product by or on behalf of a Party, or disposal or transfer of such Juno Program Co - Co Product or Juno Program Co - Co Diagnostic Product for a bona fide charitable purpose ; and ( c ) compassionateuse, in each case for which no payment is received by a Party, its Affiliates or Sublicensees