Common use of License to XXXX Clause in Contracts

License to XXXX. (i) Licensee hereby grants to XXXX a non-exclusive, royalty-free, irrevocable, paid-up license, with the right to grant sublicenses to non-profit research institutions and governmental agencies, to practice and use any Improvements developed by or on behalf of Licensee for Non-Commercial Research Purposes. Licensee shall provide XXXX with a written, enabling disclosure of each such invention, unambiguously identifying it as an invention governed by this paragraph, within six (6) months of the issuance of a patent thereon. (ii) In the event that Licensee discontinues the use or commercialization of the Licensed Patents or any Improvements provided for under this Agreement, Licensee hereby agrees to grant to XXXX an option to obtain a nonexclusive, royalty—bearing license, with the right to grant sublicenses, to practice and use said Improvements for commercial purposes. Licensee shall provide to XXXX written notice that Licensee intends to discontinue such use or commercialization immediately upon making such a decision. XXXX’x option with respect to each Improvement shall expire sixty (60) days after XXXX’x receipt of said written notice from Licensee or, if XXXX exercises its rights hereunder, one hundred and eighty (180) days after such exercise if XXXX and Licensee are unable to agree on the terms of such royalty—bearing license. The failure of XXXX to timely exercise its option under this paragraph shall be deemed a waiver of XXXX’x option, but only with respect to the Improvement(s) so disclosed.