definiens: ) and are covered by Patent Rights as definedbelow;WHEREAS, the Inventors are employees of UCSD, and they are obligated to assign all of their right, title and interest in theInvention to UNIVERSITY;WHEREAS, LICENSEE, through its predecessor Urigen Inc., entered into a secrecy agreement ( UC Control No . 2004 - 20 - 0060)with UNIVERSITY, effective August 7, 2003 ( ), for the purpose of evaluating the Invention;WHEREAS, LICENSEE, through its predecessor Urigen Inc., entered into a letter of intent ( UC Control No . 2004 - 30 - 0127)with UNIVERSITY, effective September 9, 2003, for the purpose of negotiating this Agreement;WHEREAS, Urigen Inc. entered into a license agreement ( UC Control No . 2004 - 03 - 0625 ) with UNIVERSITY, effective June 6,2004, which LICENSEE shall contemporaneously terminate upon the execution of this present Agreement;WHEREAS, UNIVERSITY is desirous that the Invention be developed and utilized to the fullest possible extent so that itsbenefits can be enjoyed by the general public;WHEREAS, LICENSEE is desirous of obtaining certain rights from UNIVERSITY for commercial development, use, and saleof the Invention, and the UNIVERSITY is willing to grant such rights ; and2WHEREAS, LICENSEE understands that UNIVERSITY may publish or otherwise disseminate information concerning theInvention and Technology ( as defined below ) at any time and that LICENSEE is paying consideration thereunder for its earlyaccess to the Invention and Technology, not continued secrecy therein