definiens: means, on a Licensed Product - by - Licensed Product and Licensed Diagnostic Product - by - Licensed Diagnostic Product basis, the first sale [ * * * ] by [COMPANY] or its Affiliates or Sublicensees for use orconsumption by [ * * * ] of such Licensed Product ( or Licensed Diagnostic Product, as applicable ) in the ROW Territoryfor which [ * * * ] Regulatory Approvals [ * * * ] to sell such Licensed Product ( or Licensed Diagnostic Product, asapplicable ) [ * * * ] have been granted ; in each case, provided, however, that the following shall not constitute a FirstLicense Sale : ( a ) any sale to an Affiliate or Sublicensee unless the Affiliate or Sublicensee is the last entity in thedistribution chain of the Licensed Product ( or Licensed Diagnostic Product, as applicable ) ; ( b ) any use of suchLicensed Product or Licensed Diagnostic Product in Clinical Trials, non - clinical development activities or otherdevelopment activities with respect to such Licensed Product or Licensed Diagnostic Product by or on behalf of aParty, or disposal or transfer of such Licensed Product or Licensed Diagnostic Product for a bona fide charitablepurpose ; and ( c ) compassionate use, in each case for which no payment is received by [COMPANY], its Affiliates orSublicensees