Termination

Termination. Either Party may terminate this Agreement upon sixty (60) days' prior written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) commits a material breach of any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of any proceeding under any bankruptcy or insolvency law; or (c) ceases to conduct business in the normal course. Upon termination or expiration of this Agreement: (i) all rights and licenses granted hereunder shall immediately terminate; (ii) each Party shall promptly return or destroy all Confidential Information of the other Party in its possession; (iii) all fees and expenses accrued prior to the effective date of termination shall become immediately due and payable; and (iv) any provisions that by their nature should survive termination shall continue in full force and effect.