definiens: ) an d are covered by Regents ’ Patent Rights as defined below ; B. The development of the Invention was sponsored i n part by the National Institutes of Health and as a consequence this license is subject to overriding o bligations to the Federal Government under 35 U.S.C . § § 200 - 212 and applicable regulations ; C. The Licensee and The Regents have executed a Let ter of Intent ( U.C. Control No . 2001 - 30 - 0027 ) effective February 1, 2001 for the purpose of negot iating a license to Regents ’ Patent Rights ; D. The Licensee wishes to obtain an exclusive licen se under The Regents ’ Patent Rights from The Regent s for the commercial research, development, manufactu re, use and sale of products from the Invention, and The Regents is wil ling to grant those exclusive rights so that the In vention may be developed to its fullest and the benefits enjoye d by the general public ; and E. The Licensee is a as defin ed in 15 U.S.C. § 632 ; F. Licensee recognizes and agrees that royalties du e under this Agreement will be paid on both pending patent applications and issued patents ; In view of the foregoing, the parties agree : 1