an Affiliate of any member of the Spinco Group. 1.7 "Agreement" shall have the meaning set forth in the Preamble. 1.8 "API" means active pharmaceutical ingredient. 1.9 "Batch Size" shall have the meaning set forth in Section 2.4(e)(ii). 1.10 "Binding Forecast Period" shall have the meaning set forth in Section 2.4(b). 1.11 "Bulk Drug Product" means Product that has been manufactured into a final pharmaceutical product following a specific formulation and set of specifications, including drug substance (e.g., tablets or granules) for administration to humans but has not been packaged for use or for commercialization. 1.12 "Business Combination Agreement" shall have the meaning set forth in the Recitals. 1.13 "Business Day" means (a) any day other than a Saturday, Sunday or a day on which banking institutions are authorized or obligated by Law to be closed in New York, New York or (b) with respect to those activities specific to a Facility, any day other than any day on which banks located in the city and country in which the Facility is located are authorized or obligated to be closed. 1.14 "Buy-Sell Materials" means the materials that Customer sells to Manufacturer for use in manufacturing Product for Customer under the terms of this Agreement and as set forth in the applicable Facility Addendum. For the avoidance of doubt, Buy-Sell Materials are distinguishable from and exclusive of both Product Materials and Customer-Supplied Materials. -2- Source: UPJOHN INC, 10-12G, 1/21/2020 1.15 "Conflict Minerals" shall have the meaning set forth in Section 5.3(c). 1.16 "Conversion Cost Markup" shall have the meaning set forth in Section 2.5(e). 1.17 "Conversion Costs" means, with respect to a given Product, (a) direct and indirect labor costs, (b) equipment costs, including depreciation, (c) laboratory and quality control costs at the applicable Facility, including Product testing and on-going stability