definiens: means, on a Co - Co Product - by - Co - Co Product basis, the first sale for which revenue has been recognized by a Par ty or its Affiliates or Sublicensees in accordance with Accounting Principles consistently applied for use or consumption by the general public of such Co - Co Product in a country for which all Regulatory Approvals tha t may be legally required in order to sell such Co- Co Product in such country have been granted ; in each case, pr ovided, however, that the following shall not const itute a First Co - Co Sale : ( a ) any sale to an Affiliate or Sublic ensee of a Party unless the Affiliate or Sublicense e is the last entity in the distribution chain of the Co - Co Produ ct ; ( b ) any use of such Co - Co Product in Clinical T rials, non - clinical development activities or other developmen t activities with respect to such Co - Co Product by or on behalf of a Party, or disposal or transfer of such Co - Co Product for a bona fide charitable purpose ; a nd ( c ) compassionate use, in each case for which no pa yment is received by a Party, its Affiliates or Sub licensees