process, in each case, enacted, promulgated, issued, entered or otherwise put into effect by a Governmental Authority or any rule or requirement of any securities exchange. 1.77 "Losses" means any and all damages, losses, deficiencies, Liabilities, Taxes, obligations, penalties, judgments, settlements, claims, payments, fines, charges, interest, costs and expenses, whether or not resulting from Third-Party Claims, including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys', accountants', consultants' and other professionals' fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder. 1.78 "Make to Order Products" means all Products that are identified as "Make to Order Products" in the applicable Facility Addendum. 1.79 "Manufacturer" shall have the meaning set forth in the Preamble. -8- Source: UPJOHN INC, 10-12G, 1/21/2020 1.80 "Manufacturer Indemnified Party" shall have the meaning set forth in Section 10.2(a). 1.81 "Manufacturer-Owned Improvements and Developments" shall have the meaning set forth in Section 8.2(c). 1.82 "Manufacturer Third Party Suppliers" shall have the meaning set forth in Section 2.7(a). 1.83 "Manufacturing Change" shall have the meaning set forth in Section 4.3(a). 1.84 "Minimum Order Quantity" shall have the meaning set forth in the applicable Facility Addendum with respect to each Product. 1.85 "Non-Complying Buy-Sell Materials" means any Buy-Sell Material that, as of or prior to its delivery by or on behalf of Customer or its Affiliate to Manufacturer or its Affiliate or designee pursuant to this Agreement, does not comply in all material respects with, or has not been used, handled or stored in all material respects in accordance with, the specifications for such Buy-Sell Material, all applicable Laws, cGMP, the Quality Agreement, this Agreement or the applicable Facility Addendum. 1.86 "Non-Complying Customer-Supplied Materials" means any