definiens: or shall mean the sale, transfer, exchange, or other disposition of Licensed Products whether by giftor otherwise ( including, but not limited to, the use of Licensed Products by a Seller to provide services to any partythat is not a Seller ) by a Seller to any party that is not a Seller . Sales of Licensed Products shall be deemedconsummated upon the first to occur of : ( i ) receipt of payment from the purchaser ; ( ii ) delivery of Licensed Productsto the purchaser or a common carrier ; ( iii ) release of Licensed Products from consignment ; ( iv ) if deemed Sold by use, when the subject Licensed Product is first put to such use ; or ( v ) if deemed Sold by transfer, exchange, gift or otherdisposition, when such transfer, exchange, gift or other disposition occurs . Notwithstanding the foregoing definition7 CONFIDENTIAL TREATMENT REQUESTEDof Sale or Sold, to the extent ALIMERA, its Affiliates or sublicensees distribute any Licensed Product for testmarketing, sampling and promotional uses, clinical trial purposes, regulatory approval or compliance, compassionateuses, global access programs intended to provide Licensed Product at reduced prices in the developing world, orother similar uses, only to the extent that the actual Net Selling Price of such Licensed Product exceeds FullyAbsorbed Costs will such distribution be considered a Sale or Sold . If the actual Net Selling Price exceeds the FullyAbsorbed Costs, the distribution shall be deemed to be a Sale with a deemed Net Selling Price for the purposes ofArticle 3.2 of the difference between the actual Net Selling Price and the Fully Absorbed Cost therefor . For the sake ofclarity and because EMORY receives a percentage of the royalty that ALIMERA receives from sales of LicensedProduct(s ) by its sublicensee(s ) pursuant to Article 3.2 and Appendix F, sale of Licensed Product from ALIMERA to asublicensee is not a Sale