definiens: as laterdefined herein ) ; and WHEREAS, M.I.T. and Harvard have signed an Inter - Institutional Agreement, dated May 17, 2010, andamended by a Letter Amendment dated December 1, 2010, that appoints M.I.T. as the exclusive agent for licensingthe HARVARD PATENT RIGHTS, which has not been terminated and which is still in effect and binding ; WHEREAS, John Christopher Love and Kerry Routenberg Love, inventors of certain of the PATENT RIGHTSand current employees of M.I.T., have or will shortly acquire equity in COMPANY, the Conflict Avoidance Statementof John Christopher Love and Kerry Routenberg Love are attached as Exhibits A-1 and A-2 hereto ; WHEREAS, John Christopher Love and Kerry Routenberg Love, inventors of certain of the PATENT RIGHTS, have or will shortly acquire equity in COMPANY not resulting from this Agreement, the Inventor / AuthorAcknowledgment of No Equity Distribution in M.I.T. 's institutional equity share of John Christopher Love and KerryRoutenberg Love are attached as Exhibits B-1 and B-2 hereto ; WHEREAS, M.I.T. 's Vice President for Research has approved that John Christopher Love, an inventor of thePATENT RIGHTS, now holds or shall shortly acquire equity in COMPANY and that M.I.T. is accepting equity aspartial consideration for the rights and licenses granted under this Agreement ; WHEREAS, M.I.T., for itself and on behalf of HARVARD, WHITEHEAD, and HOSPITAL, desires to have thePATENT RIGHTS developed and commercialized to benefit the public and is willing to grant a license thereunder ; 2 WHEREAS, COMPANY has represented to M.I.T., to induce M.I.T. to enter into this Agreement, that, subjectto the terms and conditions hereof, COMPANY shall commit itself to a diligent program of exploiting the PATENTRIGHTS so that public utilization shall result therefrom ; and WHEREAS, COMPANY desires to obtain a license under the PATENT RIGHTS upon the terms andconditions hereinafter set forth