definiens: means any transaction in which a Licensed Product is exchanged or transferred to another person or entity for any value, payment or compensa tion of any type or kind . Notwithstanding the forgo ing, Sales shall not include and shall expressly exclude transfers by Licensee : ( a ) for the purpose of rese arching, developing, or testing a Licensed Product or for ch aritable or compassionate use purposes, provided th at such testing is not conducted for or on behalf of any en d user and further provided that Licensee receives no payment for such Licensed Product in excess of the fully bu rdened ( i.e. direct and indirect ) costs of producin g and transporting such materials and/or Licensed Product ; ( b ) to a Sublicensee of Affiliate for distributio n or resale, but the subsequent transaction with an end user sha ll be included in Sales ; and ( c ) to others for marketing / promotional purposes, provided that the f oregoing is not performed for or on behalf of any e nd user and further provided that Licensee receives no paym ent for such Licensed Product in excess of the full y burdened ( i.e. direct and indirect ) costs of produc ing and transporting such materials and/or Licensed Product