definiens: means the first arm ’s length commercial sale formonetary value by [COMPANY], its Affiliates or Sublicensees of a Product in the Territory to a ThirdParty who is not a Sublicensee for end use or consumption by the general public of such Productin any country following the receipt of Regulatory Approval for such Product by [COMPANY], itsAffiliates, or its Sublicensees ; provided, however, that the following shall not constitute a FirstCommercial Sale : ( a ) any sale to an Affiliate or Sublicensee unless the Affiliate or Sublicensee isthe last entity in the distribution chain of the Product ; ( b ) any use of such Product in clinical5trials, non - clinical development activities or other development activities with respect to suchProduct by or on behalf of a Party, or disposal or transfer of such Product for a bona fidecharitable purpose ; and ( c ) compassionate use, in each case for which no payment is receivedby [COMPANY], its Affiliates or Sublicensees