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 Conformis is the indemnified Party, the Conformis Indemnified Parties. 6 Source: CONFORMIS INC, 10-Q, 11/1/2019 "Representatives" has the meaning set forth in the Asset Purchase Agreement. "Stryker Background IP" means any Invention, and all Intellectual Property rights underlying such Invention, that is, as of the Effective Date owned or licensable by Stryker without causing a breach of, or incurring any obligation to, a third party, in each case to the extent each such Invention is (a) necessary or reasonably useful to design, develop, manufacture, sell and otherwise exploit the KIB Product and (b) provided to Conformis by or on behalf of Stryker in connection with Conformis' activities under this Agreement, and, for the avoidance of doubt, excluding the Transferred IP, Conformis Background IP, Improved Conformis Background IP and Improved Stryker Background IP. "Stryker Indemnified Parties" has the meaning set forth in Article 7.3(a) of this Agreement. "Stryker-Prosecuted Joint IP Rights" has the meaning set forth in Article 5.8 of this Agreement. "Termination Notice" means a written notice delivered by one Party to the other Party of its election to terminate this Agreement pursuant to Article VIII. "Third Party" has the meaning set forth in the Asset Purchase Agreement. "Trademarks" has the meaning set forth in the Asset Purchase Agreement. "Transferred IP" has the meaning set forth in the Asset Purchase Agreement. "Triathlon" has the meaning set forth in the Asset Purchase Agreement. "Wire Instructions" has the meaning set forth in the Asset Purchase Agreement. 7 Source: CONFORMIS INC, 10-Q, 11/1/2019