Work Plan until such Deliverable operates in accordance with or otherwise conforms to the applicable Acceptance Criteria; provided, however, that if Stryker properly rejects a particular Deliverable three (3) or more times in accordance with this Article III, or if Conformis fails to deliver a version or corrected version, as the case may be, of the Deliverable within any respective [**] period, Stryker may, terminate this Agreement in accordance with Section 8.2(c) (in the event of such three (3) rejections, Stryker "Finally Rejects" the Deliverable). Such termination, together with the provisions of Section 5.2 of the License Agreement, constitutes as Stryker's sole remedy and Conformis' exclusive liability in the event of any such rejection or failure by Conformis to deliver materially conforming Deliverables hereunder so long as such rejection or failure does not arise from Conformis' fraud, willful misconduct, gross negligence or bad faith. Stryker shall be deemed to have accepted a Deliverable timely furnished to it unless (a) the Deliverable fails to operate in accordance with and otherwise conform the applicable Acceptance Criteria, and (b) Stryker provides Conformis a written Failure Notice within the Acceptance Notification Period in accordance with this Section 3.4 (any acceptance or deemed acceptance, described in this Section 3.4, "Acceptance" or "Accept"). Acceptance of a Deliverable shall not constitute a waiver of any rights Stryker may have based on Conformis' warranties set forth in this Agreement. 3.5 Payment for Milestones. Stryker shall pay to Conformis the following milestone payments for the development work to be conducted hereunder if and when the following milestones are met, as follows: (a) Milestone #1 - Within thirty (30) days following the date on which Stryker receives the first prototype of the Patient- Specific Instrumentation delivered to it by Conformis in accordance with the R&D Work Plan, Stryker shall pay