definiens: ) and are covered by Patent Rights as defined below;WHEREAS, the Inventors are employees of UCSD, and they are obligated to assign all oftheir right, title and interest in the Invention to UNIVERSITY;WHEREAS, LICENSEE entered into a secrecy agreement ( UC Control No . 2007 - 20¬0348 ) with UNIVERSITY, effective January 31, 2007, for the purpose of evaluating theInvention;WHEREAS, LICENSEE entered into a secrecy agreement ( UC Control No . 2008 - 03¬0236 ) with UNIVERSITY, effective November 11, 2007, for the purpose of evaluating theInvention;WHEREAS, UNIVERSITY is desirous that the Invention be developed and utilized to thefullest possible extent so that its benefits can be enjoyed by the general public;WHEREAS, LICENSEE is desirous of obtaining certain rights from UNIVERSITY forcommercial development, use, and sale of the Invention, and the UNIVERSITY is willing to grantsuch rights;WHEREAS, LICENSEE understands that UNIVERSITY may publish or otherwisedisseminate information concerning the Invention and Technology ( as defined below ) at any timeand that LICENSEE is paying consideration thereunder for its early access to the Invention andTechnology, not continued secrecy therein ; WHEREAS, LICENSEE and UNIVERSITY wish to update terminology of the Agreementto current UNIVERSITY practice and harmonize terms of this Agreement with a separate licenseagreement, between LICENSEE and UNIVERSITY with respect to certain rights under theinvention entitled “ Intravenous cysteamine for rapid elevation of adiponectin levels duringmyocardial infarction and other situations of oxidative stress / ischemia, ” ( ), which is to be effective concurrently herewith;WHEREAS, LICENSEE and UNIVERSITY wish to simultaneously update diligencetimelines to reflect the commercial priorities of LICENSEE and to accommodate developmentaldelays ; andWHEREAS, transactions that have occurred between the Effective Date and theExecution Date, are listed in Exhibit B