Party under any applicable United States bankruptcy, insolvency, reorganization or other similar United States or foreign law now or hereafter in effect, or a proceeding is commenced seeking appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) for such Party or for all or any substantial part of its property and such proceeding shall not be dismissed within [**] or an order for relief by a court of competent jurisdiction shall be entered in any such proceeding; or (ii) such Party shall commence a voluntary proceeding under any applicable United States or foreign bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, 4 Source: CONFORMIS INC, 10-Q, 11/1/2019 assignee, custodian, trustee, sequestrator (or other similar official) of such Party or of all or any substantial part of its property, or shall make an assignment for the benefit of creditors. "Intellectual Property" has the meaning set forth in the Asset Purchase Agreement. "Invention" means any idea, invention, discovery, know-how, data, work of authorship, information, improvement, technology, process, concept or material, whether or not patentable, copyrightable or protectable as a trade secret, and whether or not reduced to practice or memorialized in writing. "Joint CI" has the meaning set forth in the Asset Purchase Agreement. "Joint IP" has the meaning set forth 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