definiens: ) jointly own certain PATENT RIGHTS ( as later defined herein ) relating to [ * * * * * * * * ] by Pam ela Basta, George C. Hartoularos, Megan K. Heimann, Darrell J. Irvine, Klavs Flemming Jensen, Siddarth Jhunjhunwala, Robert S. Langer, Sophia Liu, Shirley Mao, Armon Reza Sharei, Gregory Lee Szeto and Ulrich H. Von Andrian ; WHEREAS, M.I.T. and HARVARD executed a Joint Invent ion Agreement, effective June 12, 2015, that appoints M.I.T. as the exclusive agent to manage th e patent filing, prosecution, maintenance and licen sing of such PATENT RIGHTS and which has not been terminate d and is still in effect ; WHEREAS, such invention relating to [ * * * * * * * * ] was made by Darrell J. Irvine an employee of the Howard Hughes Medical Institute ( ) at his lab oratory at M.I.T. ; WHEREAS, [ * * * * * * * * ] an inventor of the PATENT RIGHT S and current employee of M.I.T., has or will shortly acquire equity in COMPANY, the Conflict Avo idance Statement of [ * * * * * * * * ] attached at the time of the EFFECTIVE DATE as Exhibit A, is hereby incorpor ated by reference ; WHEREAS, [ * * * * * * * * ] an inventor of the PATENT RIGHT S and current employee of M.I.T., has or will shortly acquire equity in COMPANY, the Conflict Avo idance Statement of [ * * * * * * * * ] attached at the time of the EFFECTIVE DATE as Exhibit A, is hereby incorpor ated by reference ; WHEREAS, M.I.T. desires to have the PATENT RIGHTS d eveloped and commercialized to benefit the public and is willing to grant a license thereunder ; WHEREAS, COMPANY has represented to M.I.T., to indu ce M.I.T. to enter into this Agreement, that COMPANY shall commit itself to a thorough, vigorous and diligent program of exploiting the PATENT RIGHTS so that public utilization shall result ther efrom ; and WHEREAS, COMPANY desires to obtain a license under the PATENT RIGHTS upon the terms and conditions hereinafter set forth