definiens: means, with respect to any Licensed Product in an y country in the Territory, the date of the first sale, transfer or disposition by [COMPANY], an Affiliate or Sublicensee t o a Third Party in that country after Marketing Authorization for the Licensed Product has been received in that country ; provided, that, the following shall not constitute a First Co mmercial Sale : ( a ) any sale, transfer or dispositio n of a Licensed Product at no more than a de minimis charge for aca demic research, preclinical, clinical, or regulator y purposes ; ( b ) any sale, transfer or disposition of a Licensed Product in connection with any patient assistance programs or for a bona fide charitable purpose, including compa ssionate use or or to physici ans or hospitals for promotional purposes ( including free samples to a level and in an amount which is custom ary in the industry or which is reasonably proportional to the market for such Licensed Product ) ; or ( c ) any sale, transfer or disposition of a Licensed Product for use in Clinic al Trials, pre - clinical studies or other research o r Development activities