definiens: ) and are covered byPatent Rights as defined below ; WHEREAS, the Inventors are employees of Cornell, and they are obligated to assign all of their right, title and interest inthe Invention to the Cornell Research Foundation, Inc. ( ) or to Cornell and have done so ; WHEREAS, CRF has engaged CCTEC to manage the Invention, in whole or in part, assigned to it and has fullyauthorized CCTEC to manage all rights subsisting therein and to enter into any agreement granting such rights to advance themissions of Cornell ; WHEREAS, CCTEC is the officially authorized unit at Cornell to manage Invention and to grant rights subsisting thereinfor Cornell and CRF ; WHEREAS, Cornell desires that the Invention be developed and utilized to the fullest possible extent so that its benefitscan be enjoyed by the general public ; WHEREAS, LICENSEE desires to obtain certain rights from Cornell for commercial development, use, and sale of theInvention, and Cornell is willing to grant such rights ; and WHEREAS, LICENSEE understands that Cornell 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, the associatedintellectual property rights, not continued secrecy therein