definiens: means, on a Licensed Product - by - Licensed Product and country - by - country basis, the first sale of such Licensed Prod uct for monetary value in such country for use or c onsumption by the general public ( following receipt of all Reg ulatory Approvals that are required in order to sel l such Licensed Product in such country ) and for which any of Sanofi or its Affiliates or Sublicensees has in voiced sales of Licensed Products in the Territory ; provid ed, however, that the following will not constitute a First Commercial Sale : ( a ) any sale to an Affiliate or Su blicensee, unless such Affiliate or Sublicensee is the last Person in the distribution chain of the Licensed Pr oduct ; ( b ) any use of such Licensed Product in Clin ical Trials or non - clinical development activities with respect to such Licensed Product by or on behalf of a Part y ; or ( c ) any disposal or transfer of such Licensed Produ ct for a bona fide charitable purpose, compassionat e use or samples