definiens: ) and are covered by Patent Rights as defined below ; WHEREAS, the Inventors are employees of UCSD, and they are obligated to assign all of their 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 the Invention ; 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 general public ; WHEREAS, LICENSEE is desirous of obtaining certain rights from UNIVERSITY for commercial development, use, and sale of 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 and Technology ( as defined below ) at any time and that LICENSEE is paying consideration thereunder for its early access to the Invention and Technology, not continued secrecy therein