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 Customer-Supplied 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 Customer-Supplied Material, all applicable Laws, cGMP, the Quality Agreement, this Agreement or the applicable Facility Addendum. 1.87 "Non-Complying Product" shall have the meaning set forth in Section 4.7. 1.88 "Party" or "Parties" shall have the meaning set forth in the Preamble. 1.89 "Person" means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority. 1.90 "Personnel" means, with respect to a Party, such Party's Affiliates, contractors and agents together with such Party's and its Affiliates', contractors' and agents' respective individual employees, contractors and other agents. 1.91 "Pluto" shall have the meaning set forth in the Recitals. 1.92 "Price" means, with respect to a Product: (a) during the Initial Price Term, the Initial Price of such Product; and -9- Source: UPJOHN INC, 10-12G, 1/21/2020 (b) after the Initial Price Term, the adjusted price for such Product, as calculated on a Fiscal Year basis, in accordance with Section 3.2. 1.93 "Product" means a product specified in the applicable Facility Addendum which, for the avoidance of doubt, includes all applicable SKUs of such product, in each case, as