11.2.2 A Party may terminate this Agreement immediately upon notice to the other Party if such Party is in material breach of any provision of this Agreement and such breach is not cured within **** after written notice thereof; provided, however, that with respect to a breach of Licensee’s obligations under Article 3, such notice and cure period shall be **** after written notice thereof is provided and if Licensee reasonably believes that a longer cure period is necessary, Licensee may provide Children’s with a commercially reasonable written plan to cure such breach within a longer cure period, and such cure period shall be extended for up to an additional **** provided that Licensee is using commercially reasonable efforts to implement such plan and Children’s will reasonably consider in good faith any additional extension to such cure period for such breach requested by Licensee.
11.2.3 Unless prohibited by law, Children’s may terminate this Agreement immediately without notice to Licensee in the event of (a) the bankruptcy, insolvency (either a deficit in net worth or the inability to pay debts as they mature), or dissolution of Licensee; (b) Licensee making an assignment for the benefit of its creditors or an offer of settlement, extension, or composition to its unsecured creditors generally; or (c) the appointment of a trustee, conservator, receiver, or similar fiduciary for Licensee for substantially all of the assets of Licensee.
11.2.4 Children’s does not license its rights to entities that bring suit or institute proceedings against Children’s or its Affiliates, and as such, Children’s may immediately terminate this Agreement, unless prohibited by law, if Licensee or an Affiliate directly or indirectly bring any action or proceeding against Children’s, 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 Children’s. In the event Children’s is a prevailing Party, Licensee agrees to promptly pay Children’s 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 Children’s, or its Affiliates. Should any such suit be brought against Children’s or its Affiliates , Children’s 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 Children’s, 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 Children's shall no longer have any further liabilities hereunder.
11.3.2 Surviving Rights and Obligations. The termination or expiration of this Agreement shall 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 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