Development Agreement

• Date: 30 September 2019
• Parties: Howmedica Ostenonics Corp. ("Stryker"), Conformis, Inc. ("Conformis"), Stryker and Conformis (“Parties” and individually as a “Party.”)
• Section: Commercial Contracts

Execution Version

Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause

competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions.

DEVELOPMENT AGREEMENT

This Development Agreement (“this Agreement”) is entered into and effective as of September 30, 2019 (“Effective

Date”) by and between Howmedica Osteonics Corp., a New Jersey corporation, also known as Stryker Orthopaedics

(“Stryker”), and Conformis, Inc., a Delaware corporation having a principal place of business located at 600 Technology Park

Drive, Billerica, MA 01821 (“Conformis”). Stryker and Conformis are collectively referred to herein as the “Parties” and

individually as a “Party.”

WHEREAS, the Parties are concurrently entering into an asset purchase agreement for Stryker’s purchase of certain

Conformis assets concerning Patient-Specific Instrumentation (“Asset Purchase Agreement”), and a License Agreement, a

Distribution Agreement and a Quality Agreement, as defined in and attached to the Asset Purchase Agreement (collectively, such

agreements are referred to herein as the “Other Agreements”).

WHEREAS, Stryker and its Affiliates have developed and commercialized an Off-The-Shelf Knee Implant offered under

the trademark Triathlon.

WHEREAS, Conformis currently offers Patient-Specific Instrumentation for use with its Patient-Specific Implants,

including partial and total knee and hip arthroplasty.

WHEREAS, Stryker desires that Conformis develop, in accordance with the R&D Program, certain Patient-Specific

Instrumentation to be used with the current version of the Off-The-Shelf Knee Implant offered under the trademark Triathlon (such

Patient-Specific Instrumentation as so developed, the “KIB Product”).

THEREFORE, in consideration of the mutual representations, warranties and covenants herein and in the Other

Agreements constituting good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties

hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions.For purposes of this Agreement, the following terms shall have the following meanings, and to the extent

not defined in this section or otherwise in this Agreement, a term shall have the meaning ascribed to it in any of the Other

Agreements:

Source: CONFORMIS INC, 10-Q, 11/1/2019

“Acceptance” and “Accept” have the meaning set forth in Article 3.4 of this Agreement.

“Acceptance Criteria” has the meaning set forth in the R&D Work Plan.

“Acceptance Notification Period” has the meaning set forth in Article 3.3 of this Agreement.

"Affiliate" has the meaning set forth in the Asset Purchase Agreement.

"Agents" means Third Parties who are acting under the direction or control of a Party.

"Applicable Laws" means all applicable federal, state, local and foreign laws, ordinances, rules, regulations, orders,

writs, injunctions and decrees of any kind.

“Asset Purchase Agreement”has the meaning set forth in the recitals.

“Change of Control” has the meaning set forth in the Asset Purchase Agreement.

"Claims" has the meaning set forth in Article 7.3(a) of this Agreement.

"Confidential Information" has the meaning set forth in the Asset Purchase Agreement.

"Conformis Background IP" means any Invention, and all Intellectual Property rights underlying such Invention, that is,

as of the Effective Date, owned or licensable by Conformis without causing a breach of, or incurring 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.

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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.

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Source: CONFORMIS INC, 10-Q, 11/1/2019