definiens: WITNESSETHWHEREAS, Clemson University ( hereinafter referred to as ) is the assignee of certain TECHNOLOGY ( aslater defined herein ) and PATENT RIGHTS ( as later defined herein ) developed at UNIVERSITY;WHEREAS, CURF is organized and operates exclusively for the benefit of, to perform the functions of or to carry out specificpurposes of UNIVERSITY, including but not limited to promoting and encouraging scientific research at UNIVERSITY andtransferring and licensing technology developed at UNIVERSITY . CURF is responsible for the management and protection ofand is authorized to enter into license agreements for intellectual property developed at UNIVERSITY;WHEREAS, CURF and UNIVERSITY desire to have TECHNOLOGY and PATENT RIGHTS developed and commercializedto benefit the public and is willing to grant a license hereunder ; andWHEREAS, LICENSEE desires to obtain an exclusive royalty -bearing license to use TECHNOLOGY, to practice underPATENT RIGHTS, and to manufacture, use and sell in the commercial market the products made in accordance therewith uponthe terms and conditions hereinafter set forth