definiens: Inventor " ) and are covered by Pa tent Rights as defined below ; WHEREAS, the research was sponsored in part by the Governmen t of the United States of America 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 ; WHEREAS, the Inventor is an employee of UCSD, and is obligat ed to assign all of his right, title and interest i n the Invention to UNIVERSITY ; WHEREAS, the founder of LICENSEE entered into a secrecy agre ement ( UC Control No.2003 - 20 - 0193 ) with UNIVERSITY, effective October 21, 2002 ( ), for the purpose of evaluating the Invent ion ; WHEREAS, the founder of LICENSEE entered into a Letter of In tent ( UC Control No.2003 - 30 - 0222 ) with UNIVERSITY, effective November 12, 2002, ( ), for the purpose of negotiating this Agr eement ; WHEREAS, UNIVERSITY is desirous that the Invention be develo ped and utilized to the fullest possible extent so that its benefits can be enjoyed by the g eneral public ; WHEREAS, LICENSEE is desirous of obtaining certain rights fr om UNIVERSITY to commercially develop, use, and sell the Invention, and the UNIVERSITY is willing to grant such rights ; and WHEREAS, LICENSEE understands that UNIVERSITY may publish or otherwise disseminate information concerning the Invention at any time and that LICEN SEE is paying consideration thereunder for its earl y access to the Invention, not continued secrecy therein