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 Background IP. 2 Source: CONFORMIS INC, 10-Q, 11/1/2019 "Conformis Foreground IP" means any Invention first developed by Conformis after the Closing Date other than in the performance of the R&D Program, and all Intellectual Property rights underlying such Invention (for the avoidance of doubt, excluding any Intellectual Property rights subsisting prior to the Closing Date or generated in the performance of the R&D Program). For the avoidance of doubt, Conformis Foreground IP shall not include any Inventions using Stryker Confidential Information (which shall not include the Purchased Assets for the purposes of the definition of Conformis Foreground IP) or Stryker Background IP. "Conformis Indemnified Parties" has the meaning set forth in Article 7.3(b) of this Agreement. "Conformis-Prosecuted Joint IP Rights" has the meaning set forth in Article 5.8 of this Agreement. "Court" has the meaning set forth in the Asset Purchase Agreement. "Deliverables" has the meaning set forth under the R&D Work Plan. "Disclosing Party" has the meaning set forth in the Asset Purchase Agreement. "Distribution Agreement" has the meaning set forth in the Asset Purchase Agreement. "Equipment" has the meaning set forth in Article 5.6(a) of this Agreement. "Failure Notice" has the meaning set forth in Article 3.4 of this Agreement. "Finally Rejects" has the meaning set forth in Article 3.4 of this Agreement. "Force Majeure Event" has the meaning set forth in Article 10.4(a) of this Agreement. 3 Source: CONFORMIS INC, 10-Q, 11/1/2019 "Improved Conformis Background IP" means any Invention to the extent first arising in the performance