definiens: ) and are covered by Patent Rights asdefined below;WHEREAS, Dr. Jeffrey Harris is an employee of the Veterans Administration Medical Center andUNIVERSITY . In accordance with the policy of the U.S. Department of Veterans Affairs ( ), Dr. Harris reported the Invention ( UC Case No . SD2008 - 274 and the additional relateddisclosures listed in Exhibit A ) to the VA for a determination of rights . The VA may decide that theU.S. Government should retain its right, title and interest in and to the Invention . Dr. Harris willassign his right, title and interest in and to the Invention ( UC Case No . SD2008 - 274 and theadditional related disclosures listed in Exhibit A ) jointly to the U.S. Government andUNIVERSITY;WHEREAS, the VA and UNIVERSITY entered into a Cooperative Technology AdministrationAgreement ( VA / UC Agreement ) under which the VA authorizes UNIVERSITY to have theexclusive right to prepare, file, prosecute and maintain patent applications and patents coveringinventions in which both parties have an interest and the exclusive right to negotiate, executeand administer agreements for the commercialization of such inventions;WHEREAS, UNIVERSITY is desirous that the Invention be developed and utilized to the fullestpossible extent so that its benefits can be enjoyed by the general public ; 1 WHEREAS, LICENSEE is desirous of obtaining certain rights from UNIVERSITY for commercialdevelopment, use, and sale of the Invention, and the UNIVERSITY is willing to grant such rights;andWHEREAS, LICENSEE understands that UNIVERSITY may publish or otherwise disseminateinformation concerning the Invention at any time and that LICENSEE is paying considerationthereunder for its early access to the Invention, not continued secrecy therein