definiens: ) and are covered by Patent Rights as defined below ; WHEREAS, the inventors are employees of Cornell, and they are obligated to assign all of their right, title and interestin the Invention to the Cornell Research Foundation, Inc. ( ) or to Cornell and have done so ; WHEREAS, CRF has engaged CCTEC to manage Invention, in whole or in part, assigned to it and has fullyauthorized CCTEC to manage all rights subsisting therein and to enter into any agreement granting such rights toadvance the missions of Cornell ; WHEREAS, CCTEC is the officially authorized unit at Cornell to manage Invention and to grant rights subsistingtherein for Cornell and CRF ; WHEREAS, LICENSEE entered into a Confidentiality Agreement ( 2010 - 63 - 6756 ), effective 15 June 2010, for thepurpose of evaluating the Invention ; WHEREAS, Cornell desires that the Invention be developed and utilized to the fullest possible extent so that itsbenefits can be enjoyed by the general public ; WHEREAS, LICENSEE desires to obtain certain rights from Cornell for commercial development, use, and sale of theinvention, and Cornell is willing to grant such rights ; and WHEREAS, LICENSEE understands that Cornell may publish or otherwise disseminate information concerning theInvention and Technology ( as defined below ) at any time and that LICENSEE is paying consideration hereunder for itsearly access to the Invention, the associated intellectual property rights and Technology, not continued secrecytherein