definiens: ) and are covered by Patent Rights as defined below;WHEREAS, the Inventors are obligated to assign all of their right, title and interest in the Invention to the Cornell ResearchFoundation, Inc. ( ) or to Cornell or HHMI and have done so . HHMI has assigned its rights in the Invention to Cornell, subject to certain research use license rights retained by HHMI pursuant to the Collaboration Agreement dated September 1,2005WHEREAS, CRF has engaged CCTEC to manage Invention, in whole or in part, assigned to it and has fully authorized CCTEC tomanage all rights subsisting therein and to enter into any agreement granting such rights to advance the missions of Cornell;WHEREAS, CCTEC is the officially authorized unit at Cornell to manage Invention and to grant rights subsisting therein forCornell and CRF;WHEREAS, LICENSEE entered into a secrecy agreement ( Agreement Control No . 2011 - 63 - 06976 ) with CRF or Cornell, effectiveNov 12, 2010, for the purpose of evaluating the Invention;WHEREAS, Cornell desires that the Invention be developed and utilized to the fullest possible extent so that its benefits can beenjoyed by the general public;WHEREAS, LICENSEE desires to obtain certain rights from Cornell for commercial development, use, and sale of the Invention, and Cornell is willing to grant such rights ; andWHEREAS, LICENSEE understands that Cornell may publish or otherwise disseminate information concerning the Invention andTechnology ( as defined below ) at any time and that LICENSEE is paying consideration hereunder for its early access to theInvention, the associated intellectual property rights and Technology, not continued secrecy therein