definiens: means, with respect to any Licensed Product, the first sale by 4 - AB or one of its Affiliates to a Third PaI1y of such Licensed Product in a country in the Territory after the applicable Marketing Approval of such Licensed Product has been obtained in such country . For avoidance of doubt . the following would not constitute a First Commercial Sale : ( a ) the sale of a Licensed Product by 4 - AB or one of its Affiliates to another Affiliate ; ( b ) the disposal or use of a Licensed Product in clinical trials, as free samples, or under a compassionate use or patient assistance program ; ( c ) the disposal or use a Licensed Product in a named patient or test marketing program or in non - registrational studies or other similar programs or studies ; Cd ) the donation of Licensed Product by 4 - AB or one of its Affiliates to non - profit institutions or government agencies for a non - commercial purpose ; ( e ) any free Licensed Product that is supplied to a Third Party in conjunction with the offer for sale, or sale of any other product ( in an amount customary in the industry ) ; ( f ) the use of a Licensed Product for research and development purposes ; or ( g ) sales made to a distributor until such time as 4 - AB or one of its Affiliates recognizes the revenue for such transfers pursuant to Accounting Standards