definiens: ) and are covered by Patent Rights as defined below;WHEREAS, the research was sponsored in part by the Government of the United States of America and as aconsequence this license is subject to overriding obligations to the Federal Government under 35 U.S.C. § § 200 - 212 and applicable regulations;WHEREAS, the development of the Inventions was sponsored in part by The California Institute for RegenerativeMedicine ( ), CLL Global Research Foundation, and Blood Cancer Research Fund ( ) and as aconsequence this license is subject to overriding obligations to the same under the sponsorship agreements;WHEREAS, LICENSEE obligations to CIRM under Title 17, California Code of Regulations are appended inExhibit A;WHEREAS, the Inventors are employees of UCSD, and they are obligated to assign all of their right, title andinterest in the Inventions to UNIVERSITY;WHEREAS, LICENSEE, through Hale BioPharma Ventures LLC, entered into a secrecy agreement ( UC ControlNo . 2015 - 20 - 0548 ) with UNIVERSITY, effective May 18, 2015, for the purpose of evaluating the Inventions;WHEREAS, LICENSEE entered into a Letter of Intent ( UC Control No . 2016 - 30 - 0316 ) with UNIVERSITY, effectiveDecember 21, 2015, for the purpose of negotiating this Agreement ; 1WHEREAS, LICENSEE entered into a License Agreement ( UC Control No . 2016 - 03 - 0432 ) with UNIVERSITY, effective March 31, 2016 ( the ) ; and Amendment No . 1 ( UC Control No . 2016 - 03 - 0432 R(501);WHEREAS, UNIVERSITY is desirous that the Inventions be developed and utilized to the fullest possible extent sothat 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 Inventions, and the UNIVERSITY is willing to grant such rights;WHEREAS, LICENSEE understands that UNIVERSITY may publish or otherwise disseminate informationconcerning the Inventions at any time and that LICENSEE is paying consideration thereunder for its early access tothe Inventions, not continued secrecy therein;WHEREAS, LICENSE AND UNIVERSITY desire to amend and restate the Original Agreement as set forth below