definiens: or means the sale, lease, transfer, exchange, or other disposition of Licensed Products byAchillion, its Affiliates or Sublicensees . Sales of Licensed Products shall be deemed consummated upon the first to occur of:(a ) receipt of payment from the purchaser ; ( b ) delivery of Licensed Products to the purchaser or a common carrier ; ( c ) ifdeemed Sold by use, when first put to such use ; or ( d ) if otherwise transferred, exchanged, or disposed of when such transfer, exchange, or other disposition occurs . For avoidance of doubt, transfer of Licensed Product by [COMPANY], its Affiliates orSublicensees to a third party for the purpose of conducting a clinical trial or for compassionate, humanitarian or similar usefor which [COMPANY], its Affiliates or Sublicensees do not receive payment in excess of the manufacturing and distribution costfor such transfer is not a Sale