definiens: InventionInventor " ) 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 a consequence this license is subject to overriding obligations to the Federal Government under 35 U.S.C. § § 200 - 212 and applicable regulations ; WHEREAS, the Inventors are employees ofUCSD, and they are obligated to assign all of their right, title and interest in the Invention to UNNERSITY ; WHEREAS, UNNERSITY 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 UNNERSITY for commercial development, use, and sale of the Invention, and the UNNERSITY is willing to grant such rights ; and WHEREAS, LICENSEE understands that UNNERSITY may publish or otherwise disseminate information concerning the Invention at any time and that LICENSEE is paying consideration thereunder for its early access to the Invention, not continued secrecy therein