definiens: shall mean any modification of an invention described in Licensed Patents which, if unlicensed, would infringe one or more claims of the Licensed Patents . Licensee shall provide UFRF with a written, enablingdisclosure of each such invention ( such as a U.S. patent application ), unambiguously identifying it as aninvention governed by this paragraph, within six ( 6 ) months of filing a patent application thereon . If the partiesdo not enter into a license agreement, after negotiating in good faith, within sixty ( 60 ) days of the date of thedisclosure, UFRF ’s rights under this Section 2.3 shall be deemed terminated, but only with respect to theinvention so disclosed . Any nonexclusive, royalty - free, irrevocable, paid - up license granted to UFRF to make anduse Improvements shall specifically exclude the right to sell, import or export Improvements