definiens: shall mean an identifiable event or events that give rise to a significant and material advc, I.se sf1ange in demand for Compound and/or Product in any given quarter by more thanl~ of projected figures contained in the BIOMEDICA Business Plan attached and incorporated into the Territory License Agreement between the Parties dated September I, 2009 f~ .. ll that quarter . A change in demand for either Compound or Product of less than~ .. :1 or a change in demand attributed substantially and directly to conduct wiThin BIOMEDICA 'S reasonable control, or where the cause of the event is not identifiab le with reasonable certainty, shall not constitute a Material Change . Any increase beyond projection s of Compound or Product shall not constitute a Material Change . BIOMED ICA and MIP 8 agree to account for Material Changes in the demand for Compound and/or Product only during the portion of the Tenn during which minimum purchase obligations are applicable