definiens: ) and are covered by Patent Rights as defined below;WHEREAS, the Inventor is an employee of UCSD, and he is obligated to assign all of his right, title and interest in the Inventionto UNIVERSITY;WHEREAS, the inventions disclosed in the DFCI Disclosure Docket No . 595 and titled, were made using federal funding and are covered by PatentRights as defined below ” ( ), were made in the course of research at DFCI by Dr. Lee Nadler and his colleagues(hereinafter, the ) and are covered by Patent Rights as defined below;WHEREAS, the research leading to the DFCI Invention was sponsored in part by the Government of the United States of Americaand as a consequence this license is subject to overriding obligations to the Federal Government under 35 U.S.C. § § 200 - 212 andapplicable regulations;WHEREAS, the UCSD Invention and DFCI Invention described above and UCSD Inventor and DFCI Inventors are hereinaftercollectively and ‘ Inventors ” respectively;WHEREAS, UCSD and DFCI have entered into an inter - institutional agreement ( ) regarding the Inventions;WHEREAS, UNIVERSITY and DFCI are hereinafter collectively ; WHEREAS, LICENSORS are desirous that the Inventions be developed and utilized to the fullest possible extent so that theirbenefits can be enjoyed by the general public;WHEREAS, LICENSEE is desirous of obtaining certain rights from LICENSORS for commercial development, use, and sale ofthe Inventions, and the UNIVERSITY is willing to grant such rights ; andWHEREAS, LICENSEE is aware that third party intellectual property may exist relating to the Inventions and Licensed Products;WHEREAS, LICENSEE understands that LICENSORS may publish or otherwise disseminate information concerning theInvention ) at any time and that LICENSEE is paying consideration hereunder for its early access to the Invention, not continuedsecrecy therein