definiens: means, on a Licensed P roduct - by - Licensed Product and country - by- country basis, the first sale of such Licensed Product in s uch country for use or consumption by the general p ublic ( following receipt of all Regulatory Approvals that are required in order to sell such Licensed Product in such country ) and for which any of Coherus or its A ffiliates or sublicensees has invoiced sales of Lic ensed Products in the Territory ; provided, however, that the following shall not constitute a First C ommercial Sale : ( a ) any sale to an Affiliate or sublicensee, unless suc h Affiliate or sublicensee is the last Person in the distribution chain of the Licensed Product ; ( b ) any 5 EXECUTION VERSION use of such Licensed Product in Clinical Trials or non - clinical development activities with respect to such Licensed Product by or on behalf of a Party ; or ( c ) any disposal or transfer of such Licensed Product f or a bona fide charitable purpose, compassionate use, or samples