in Article 5.1(c) of this Agreement. "Joint IP Rights" has the meaning set forth in Article 5.8 of this Agreement. "KIB Product" has the meaning set forth in the recitals. "KIB Product IP" means any Invention first arising in the performance of the R&D Program, whether or not embodied in the KIB Product, and all Intellectual Property rights underlying such Invention (but expressly excluding all Transferred IP, Conformis Background IP, Stryker Background IP, Improved Conformis Background IP and Improved Stryker Background IP, and, for the avoidance of doubt, excluding all Intellectual Property rights subsisting prior to the Closing Date). "License Agreement" has the meaning set forth in the Asset Purchase Agreement. "Off-The-Shelf Implant" has the meaning set forth in the Asset Purchase Agreement. 5 Source: CONFORMIS INC, 10-Q, 11/1/2019 "Off-The-Shelf Knee Implant" has the meaning set forth in the Asset Purchase Agreement. "Other Agreements" has the meaning set forth in the recitals. "Patents" has the meaning set forth in the Asset Purchase Agreement. "Patient-Specific Implants" has the meaning set forth in the Asset Purchase Agreement. "Patient-Specific Instrumentation" has the meaning set forth in the Asset Purchase Agreement. "Person" has the meaning set forth in the Asset Purchase Agreement. "Prior CDA" has the meaning set forth in the Asset Purchase Agreement. "Purchased Assets" has the meaning set forth in the Asset Purchase Agreement. "Receiving Party" has the meaning set forth in the Asset Purchase Agreement. "Redelivery Period" has the meaning set forth in Article 3.4 of this Agreement. "R&D Program" means work performed in the development of the KIB Product under this Agreement pursuant to the R&D Work Plan. "R&D Work Plan" means the research and development plan set forth in Exhibit 1. "Relevant Indemnified Parties" means (a) if Stryker is the indemnified Party, the Stryker Indemnified Parties and (b) if