definiens: ) and associated Technology ( as defined herein);WHEREAS, the Inventors are employees of Cornell, and they are obligated to assign all of theirright, title and interest in the Invention to Cornell and have done so;WHEREAS, CTL is the officially authorized unit at Cornell to manage Invention and to grantrights subsisting therein for Cornell;WHEREAS, Cornell desires that the Invention be developed and utilized to the fullest possibleextent so that its benefits can be enjoyed by the general public;WHEREAS, LICENSEE has provided CTL a brief business plan, a copy of which is attachedherein as Appendix E, for the purpose of obtaining certain rights from Cornell for thecommercialization of the Inventions under this Agreement ; andWHEREAS, LICENSEE understands that Cornell may publish or otherwise disseminateinformation concerning the Invention and Technology ( as defined below ) at any time and thatLICENSEE is paying consideration hereunder for its early access to the Invention, the associatedintellectual property rights and Technology, not continued secrecy therein