Year. 1.39 "Facility Conversion Cost Adjustment Fiscal Year" shall have the meaning set forth in Section 3.2(b)(i). 1.40 "Facility Conversion Cost Baseline Fiscal Year" shall have the meaning set forth in Section 3.2(b)(i). 1.41 "Facility Conversion Cost Threshold" shall have the meaning set forth in Section 3.2(b)(i). 1.42 "Facility Disposition" shall have the meaning set forth in Section 7.4. 1.43 "Facility Actual Product Materials Cost" means, with respect to a given Facility and Fiscal Year, the sum of all actual costs of Product Materials for Products manufactured for Customer or the applicable Affiliate of Customer at such Facility during such Fiscal Year. 1.44 "Facility Estimated Product Materials Cost" means, with respect to a given Facility and Fiscal Year, the sum of all estimated costs, as determined in good faith by Manufacturer and notified to Customer prior to the beginning of such Fiscal Year, of Product Materials for Products manufactured for Customer or the applicable Affiliate of Customer at such Facility during such Fiscal Year. 1.45 "Familial Relative(s)" means a parent, spouse, child or sibling (including any such relationships formed by marriage). -5- Source: UPJOHN INC, 10-12G, 1/21/2020 1.46 "FDA" means the U.S. Food and Drug Administration or any successor agency. 1.47 "Finished Product" means Product that has been packaged for commercialization and distribution to patients incorporating Bulk Drug Product. 1.48 "Firm Order" shall have the meaning set forth in Section 2.4(b). 1.49 "Fiscal Year" means each twelve-month fiscal period commencing on January 1 with respect to Facilities located in the United States and December 1 for all other facilities, in each case, during the Term. 1.50 "Force Majeure Event" shall have the meaning set forth in Section 17.6. 1.51 "Forecast" shall have the meaning set forth in Section 2.4(b). 1.52 "Forms" shall have the meaning set forth in Section 17.10.