11.2.4 Research Institute does not license its rights to entities that bring suit or institute proceedings against Research Institute or its affiliates or subsidiaries, and as such, Research Institute may immediately terminate this Agreement, unless prohibited by law, if Licensee or an Affiliate directly or indirectly bring any action or proceeding against Research Institute, regarding the validity or enforceability of the Licensed Patents unless such suit, action or proceeding is in response to any suit, action or proceeding brought by Research Institute. In the event Research Institute is a prevailing Party, Licensee agrees to promptly pay Research Institute for all costs and expenses of the suit brought by Licensee or an Affiliate including reasonable attorneys’ fees and court costs. Licensee shall include language in all contracts with its subcontractors or sublicensees consistent with this provision and shall terminate such subcontract or sublicense in the event such entity brings suit against Research Institute, or its affiliates or subsidiaries. Should any such suit be brought against Research Institute or its affiliates or subsidiaries, Research Institute shall not terminate this Agreement if Licensee promptly exercises its right of termination of the subcontractor or sub-licensee filing or participating as a party in any such suit.
11.3 Consequences of Termination.
11.3.1 Reversion of Rights. Upon termination of this Agreement, all rights granted immediately revert to Research Institute and Ludwig, and Licensee agrees not to practice or have practiced the Technical Information or valid claims of the Licensed Patents. All Confidential Information of the other Party shall be returned or destruction certified, at the Disclosing Party’s election provided that the Receiving Party shall be permitted to retain one copy of the Confidential Information in order to verify its compliance hereunder. Upon the expiration of the Royalty Term under this Agreement, the licenses granted to Licensee hereunder shall automatically convert to perpetual, irrevocable, royalty-free and fully-paid licenses, at which time Research Institute shall no longer have any further liabilities.
11.3.2 Surviving Rights and Obligations. The termination or expiration of this Agreement does not relieve either party of its rights and obligations that have previously accrued. Rights and obligations that by their nature prescribe continuing rights and obligations shall survive the termination or expiration of this Agreement. Without limiting the foregoing, the following provisions shall survive any termination or expiration of this Agreement: Articles 1, 7, 8, 10, 11, and 12 and Sections 4.1, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 5.2.1, 6.4.
11.3.3 Terminal Payment. If this Agreement is terminated before all the payments that have accrued under this Agreement have been made (including all accrued license fees for the Royalty Period in which the Agreement is terminated), Licensee shall promptly submit a terminal report and payment of all such accrued payments to Research Institute even though the due date has not been reached. Research Institute shall have the right to conduct a final audit in accordance with Section 4.7