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 (3) year period immediately following the Effective Date, as such period may be earlier terminated pursuant to this Agreement. 1.35 "Extension Period" shall have the meaning (a) with respect to this Agreement, as set forth in Section 7.1 and (b) with respect to a Facility Addendum, as set forth in Section 7.2. 1.36 "Facility" means, with respect to a given Product, Manufacturer's manufacturing facility located at the address set forth in the applicable Facility Addendum for such Product and such other facilities permitted pursuant to this Agreement and any applicable Facility Addendum to be used by Manufacturer in the manufacture, packaging or storage of (a) such Product or (b) materials utilized in the manufacture or storage of such Product hereunder. 1.37 "Facility Addendum" means a document executed by the Parties or their respective Affiliates for one or more Products to be manufactured in a Facility pursuant to this Agreement, which shall be substantially in the form of Attachment A to this Agreement. 1.38 "Facility Conversion Cost" means, with respect to a given Facility and Fiscal Year, the sum of all Product Conversion Costs for Products manufactured for Customer or the applicable Affiliate of Customer at such Facility during such Fiscal 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"