conducted hereunder if and when the following milestones are met, as follows: (a) Milestone #1 - Within thirty (30) days following the date on which Stryker receives the first prototype of the Patient- Specific Instrumentation delivered to it by Conformis in accordance with the R&D Work Plan, Stryker shall pay to Conformis a total of two million U.S. dollars ($2,000,000); and 10 Source: CONFORMIS INC, 10-Q, 11/1/2019 (b) Milestone #2 - Within thirty (30) days following the date on which there is a design freeze of the Patient-Specific Instrumentation for the KIB Product in accordance with the R&D Work Plan, Stryker shall pay to Conformis a total of three million U.S dollars ($3,000,000). 3.6 Payment. Stryker shall make all payments to Conformis required herein by wire transfer in accordance with the Wire Instructions. Such payments are non-refundable and non-creditable except as set forth in the Other Agreements. ARTICLE IV RESTRICTIVE COVENANT 4.1 Exclusivity. Except as specifically provided in the Distribution Agreement, Conformis shall be prohibited from developing or assisting another in developing, or causing another to develop, Patient-Specific Instrumentation for Off-The-Shelf Knee Implants for any Third Party in the field of orthopedics until January 1, 2032 (or earlier, to the extent set forth in Section 2.3.3.4 or Section 2.3.5 of the Distribution Agreement), with the exception that Conformis (including any entity involved in a Change of Control of Conformis, any such entity an "Acquirer"), may develop Patient-Specific Instrumentation for any Off-The- Shelf Implants of Conformis, an Acquirer or any of their Affiliates. For purposes of clarity, the foregoing does not prevent Conformis from granting any license, release, covenant not to sue or other immunity to any third party under any Patents, including any such immunity that would authorize manufacture, use or sale of Patient-Specific Instrumentation for Off-The-Shelf Knee Implants outside