definiens: means, with respect to a Licensed Product following its approval by a RegulatoryAuthority for marketing in a country, the first commercial sale for Page 10 of 87monetary value of such Licensed Product by or on behalf of [COMPANY] ( or any of its Affiliates, Third Party distributors, or Third Party sublicensees ) to a Third Party purchaser for end - use or consumption in the Field . For the avoidance ofdoubt, sales of Licensed Product for clinical study purposes shall not constitute a First Commercial Sale . In additionfor clarity, a sale of a Licensed Product between ( a ) [COMPANY] or any of its Affiliates and ( b ) [COMPANY] and any of itsThird Party sublicensees ( such as contract manufacturers, suppliers, or distributors for consignment, where such saleis not a final sale to a wholesaler or retailer ) shall not constitute a First Commercial Sale, and in each case the FirstCommercial Sale shall be deemed to occur upon a subsequent resale by a Third Party sublicensee to a Third Partypurchaser ( including a distributor ) for end use . For clarity, only one such sale transaction ( the final such sale ) withrespect to a unit of Licensed Product will be deemed to constitute the First Commercial Sale