Conformis Background IP and KIB Product IP ("Joint IP") shall be owned jointly by the Parties. Subject to the limitations set forth in this Agreement, the Joint IP may be used freely by either Party or its Affiliates and licensed to Third Parties by Conformis and its Affiliates, on the one hand, outside of the Buyer Field or by Stryker and its Affiliates, on the other hand, within the Buyer Field, in each case, without the consent of, or duty to account to or notify, the other Party, but, except with respect to external licenses of the Improved Conformis Background IP by Conformis or its Affiliates to Third Parties, any external Third Party license shall be governed in accordance with the last sentence of Section 4.3(c) of the APA. Each Party to whom ownership is to vest in Joint IP by operation of law or by assignment by its employees or Agents agrees to assign and hereby assigns to the other Party an undivided one-half right, title and interest in and to all Joint IP; and to facilitate such assignment, the Party possessing such ownership agrees (i) to regularly ensure that its employees and consultants timely make any appropriate assignments to it; and (ii) at the other Party's reasonable request, to execute and have its employees and consultants execute, as necessary, all assignments and any other documentation to perfect the undivided one-half right, title and interest in and to the other Party of such Joint IP. (d) Notwithstanding anything to the contrary, the foregoing does not constitute either (1) the grant by Conformis to Stryker of any license or immunity of any kind with respect to the Conformis Background IP or Conformis Foreground IP, regardless of the extent to which the Joint IP constitutes improvements to the Conformis Background IP