definiens: ) and are covered by Patent Rights as defined below ; WHEREAS, the inventions disclosed in UCSD Case Docket No . [ ... * * * ... ] and titled ( ), were made in the course of research at UCSD by [ ... * * * ... ] ( hereinafter and collectively, the ) and are covered by Patent Rights as defined below ; WHEREAS, the inventions disclosed in UCSD Case Docket No . [ ... * * * ... ] and titled ( ), were made in the course of research at UCSD by [ ... * * * ... ] ( hereina fter and collectively, the ) and at Dana Farber Cancer Institute ( ) with a business address at 44 Binney Street, Boston, MA 02215 by [ ... * * * ... ] ( ) and are covered by Patent Rights as defined below ; Whereas LICENSEE is aware that UNIVERSITY is in negotiations with a Third Party for a license to the Second Invention for the field of osteoporosis and other metabolic bone diseases ; WHEREAS, the research from which the First, Second, and Third Inventions arose was spons ored in part by the Government of the United States of America and as a * * * Confidential Treatment Requested 2 consequence this license is subject to overriding obligations to the Federal Government under 35 U.S.C. § § 200 -212 and applicable regulations ; WHEREAS, the research from which the First Invention arose was sponsored in part by a commercial entity, and the right granted to this entity under this agreement to negotiate for a license to the First Invention has expired ; WHEREAS, the research from which the Second Invention arose was sponsored in part by a commercial entity under a Materials Transfer Agreement, and the right granted to this entity under this agreement to negotiate for a license to the Second Invention has expired ; WHEREAS, the First, Second, and Third Inventors are employee of UCSD, and they are obligated to assign all of their right, title and interest in the Invention to UNIVERSITY ; WHEREAS, the DFCI Inventors are employees of DFCI, and they are obligated to assig n all of their right, title and interest in the Invention to DFCI ; WHEREAS, UNIVERSITY and DFCI have entered an Inter -Institutional Agreement (; UC control number [ ... * * * ... ] with an effective date of October 16, 2001 ; Exhibit A ) under which DFCI authorizes UNIVERSITY to have the exclusive right to prepare, file, prosecute and maintain patent applications and patents covering Third Inventions in which both parties have an interest, and the exclusive right to negotiate, execute and admin ister agreements for the commercialization of such inventions ; WHEREAS, [ ... * * * ... ] were also employees of the Veterans Administration Medical Center at the time the Inventions were made, and, in accordance with the policy of the U.S. Department of Veter ans Affairs ( ), they have reported the Inventions to the VA for a determination of rights ; WHEREAS, the VA may decide that the U.S. Government should retain its undivided right, title and interest in and to the First, and Third Inventions, and the Fi rst and Third Inventors may be asked by the VA to assign all of their right, title and interest in and to the Inventions jointly to the U.S. Government and UNIVERSITY ; WHEREAS the VA has relinquished its rights to the Second Invention as stated in a lett er to [ ... * * * ... ] ( Exhibit B ) WHEREAS, the VA and UNIVERSITY entered into a Cooperative Technology Administration Agreement (; Exhibit C ) under which the VA authorizes UNIVERSITY to have the exclusive right to prepare, file, prosecute and maintain patent applications and patents covering the inventions in which either or both * * * Confidential Treatment Requested 3 parties have an interest and that arises from VA medical centers affiliated with UC campuses, and the exclusive right to negotiate, execute and administer agreements for the commercialization of such inventions ; WHEREAS, LICENSEE entered into secrecy agreements ( UC Control No . [ ... * * * ... ] effective March 15, 2001 and UC control number [ ... * * * ... ], effective April 3, 2001 ) with UNIVERSITY, ( ), 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 pu blic ; 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 at any time and that LICENSEE is paying consideration thereunder for its early access to the Invention, not continued secrecy therein