definiens: or shall mean the sale, transfer, exchange, use or other disposition of L icensed Products, whether by gift or otherwise, by COMPANY or any Affiliates or Sublicenses thereof to any Thi rd Party ; provided, however, that in no event shall su ch term include ( i ) the sale, payment, transfer, ex change or disposition to or other use by EMORY under its rese rvation of rights provided in Section 2.3 of this A greement or the U.S government under its rights described un der Section 2.2 of this Agreement, including, witho ut limitation, the U.S. Government Licenses, or ( ii ) t he use during or for clinical trials or other resea rch relating to the Licensed Products . For purposes of this definit ion, of Licensed Products shall be deemed consummated upon the first to occur of : ( a ) receipt of payment from a purchaser for such Licensed Prod ucts ; or ( b ) if for commercial purposes, then upon the trans fer, exchange, use or other disposition, whether by gift or otherwise, for which payment is not made by a purch aser of any such Licensed Products