definiens: ) an d are covered by Patent Rights as defined below ; WHEREAS, the research was sponsored in part by the Government of the United States of America and as a consequence this license is subject to overriding obligations to the Federal Government under 35 U.S .C. § § 200 - 212 and applicable regulations ; WHEREAS, Theodore Page, Ph.D. is an employee of UCS D and is obligated to assign all of his right, titl e and interest in the Invention to UNIVERSITY ; WHEREAS, UNIVERSITY is desirous that the Invention be developed and utilized to the fullest possible extent so that its benefits can be enjoyed by the g eneral public ; WHEREAS, LICENSEE entered into a secrecy agreement ( UC Control No . 2001 - 20 - 0010 ) with UNIVERSITY, effective July 5, 2000 ( ), for the purpose of evaluating the Invention ; WHEREAS, LICENSEE is desirous of obtaining certain rights from UNIVERSITY for commercial development, use, and sale of the Invention, and th e UNIVERSITY is willing to grant such rights ; and WHEREAS, LICENSEE understands that UNIVERSITY may p ublish or otherwise disseminate information concerning the Invention at any time pu rsuant to the terms and conditions of this Agreemen t and that LICENSEE is paying consideration thereunder for its early access to the Invention not continued secrec y therein