both Product Materials and Buy-Sell Materials. 1.27 "Delivery" shall have the meaning set forth in Section 2.6(a). 1.28 "Developments" shall have the meaning set forth in Section 8.2(a). 1.29 "Effective Date" shall have the meaning set forth in the Preamble. 1.30 "Environmental Laws" means any Laws relating to (a) human or occupational health and safety; (b) pollution or protection of the environment (including ambient air, indoor air, water vapor, surface water, groundwater, wetlands, drinking water supply, land surface or subsurface strata, biota and other natural resources); or (c) exposure to, or use, generation, manufacture, processing, management, treatment, recycling, storage, disposal, emission, discharge, transport, distribution, labeling, presence, possession, handling, Release or threatened Release of, any hazardous or toxic material, substance or waste and any Laws relating to recordkeeping, notification, disclosure, registration and reporting requirements respecting hazardous or toxic materials, substances or wastes. 1.31 "Environmental Liability" means any Liability arising under Environmental Laws. 1.32 "Exclusive Purchase Requirement" means, on a Product SKU-by-Product SKU and country-by country basis within the applicable Territory, (a) in the first two (2) years of the Initial Term, one hundred percent (100%) of Customer's total requirements for such Product SKU and (b) in the third (3rd) year of the Initial Term, fifty percent (50%) of Customer's total requirements for such Product SKU; provided, however, that (x) such quantities of Product reasonably procured by Customer to qualify a back-up supplier for such Product shall be excluded from the Exclusive Purchase Requirement, and (y) for the avoidance of doubt, Customer may commercialize such quantities of Product procured under (x) above without violating the applicable Exclusive Purchase Requirement or related provisions in Section 2.1(e). 1.33 "Exclusive Purchase Requirement Suspension Period" shall have the meaning set forth in Section 2.5(b). -4- Source: UPJOHN INC, 10-12G, 1/21/2020 1.34 "Exclusivity Period" means the three