definiens: ) and are covered by Patent Rights as defined below ; WHEREAS, the development of the Invention was sponsored in part by LICENSEE pursuant to the Clinical Study Agreement, dated as of July 2, 2003, as amended ( the ), between Cornell and LICENSEE ; WHEREAS, the Inventors are employees of Cornell, and they are obligated to assign all of their rights, title and interest in theInvention to the Cornell Research Foundation ( ) or to Cornell and have done so ; WHEREAS, CRF has engaged CCTEC to manage the Invention, in whole or in part, assigned to CRF or to Cornell 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 the Invention and to grant rights subsisting therein forCornell and CRF ; 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 ; and WHEREAS, LICENSEE understands that Cornell may publish or otherwise disseminate information concerning the Invention atany time and that LICENSEE is paying consideration hereunder for its early access to the Invention, the associated intellectualproperty rights, not continued secrecy therein