definiens: or ( as applicable ) means the sal e, transfer, exchange or other disposition of Licen sed Products . Sales of Licensed Products shall be deeme d consummated upon the first to occur of : ( a ) recei pt of a payment from the purchaser ; ( b ) delivery of License d Products to the purchaser or a common carrier ; ( c ) release of Licensed Products from consignment ; ( d ) if other wise transferred, exchanged or disposed of, whether by gift or otherwise, when such transfer, exchange, gift or other disposition occurs . None of the following sh all be deemed a Sale for the purposes of this Agreement : ( w ) the provision of Licensed Products at or below t heir cost of production and distribution, prior to the approv al of Licensed Products in a country and pursuant t o a requirement issued by the appropriate governmental agency in that country ; ( x ) the provision of Licens ed Products at or below their cost of production and d istribution pursuant to a requirement issued by a g overnmental agency or otherwise for consumption by or administr ation to persons for humanitarian purposes or compassionate use, ( y ) the provision of Licensed Pr oducts at or below their cost of production and dis tribution for use in bona fide research and development, including without limita tion preclinical and clinical trials, and ( z ) the provision of samples in reasonable quantiti es without charge for promotional purposes