warranties and covenants herein and in the Other Agreements constituting good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. For purposes of this Agreement, the following terms shall have the following meanings, and to the extent not defined in this section or otherwise in this Agreement, a term shall have the meaning ascribed to it in any of the Other Agreements: Source: CONFORMIS INC, 10-Q, 11/1/2019 "Acceptance" and "Accept" have the meaning set forth in Article 3.4 of this Agreement. "Acceptance Criteria" has the meaning set forth in the R&D Work Plan. "Acceptance Notification Period" has the meaning set forth in Article 3.3 of this Agreement. "Affiliate" has the meaning set forth in the Asset Purchase Agreement. "Agents" means Third Parties who are acting under the direction or control of a Party. "Applicable Laws" means all applicable federal, state, local and foreign laws, ordinances, rules, regulations, orders, writs, injunctions and decrees of any kind. "Asset Purchase Agreement" has the meaning set forth in the recitals. "Change of Control" has the meaning set forth in the Asset Purchase Agreement. "Claims" has the meaning set forth in Article 7.3(a) of this Agreement. "Confidential Information" has the meaning set forth in the Asset Purchase Agreement. "Conformis Background IP" means any Invention, and all Intellectual Property rights underlying such Invention, that is, as of the Effective Date, owned or licensable by Conformis without causing a breach of, or incurring any obligation to, a third party, in each case to the extent necessary or reasonably useful to design, develop, manufacture, sell or otherwise exploit the KIB Product, and for the avoidance of doubt, excluding the Purchased Assets, Conformis Foreground IP, Stryker Background IP, Improved Stryker Background IP and Improved Conformis