outstanding capital stock or the acquisition of substantially all of the assets of Licensee. Section 14.3 DUTIES UPON TERMINATION. Upon the termination or expiration of the term of this Agreement, the parties shall have the following rights and obligations: (a) Within five (5) days of written demand by Licensor to Licensee, Licensee shall return or destroy all copies of the Licensed Products and any materials associated with the Licensed Products in Licensee's possession or control, except that Licensee may retain sufficient copies of the Master Copy of each Licensed Product in object code form to enable Licensee to meet its maintenance and support obligations to its Customers, if any. (b) Licensee immediately shall cease any use, reproduction, sublicensing or distribution of the Licensed Products or the Documentation. 16 (c) Within five (5) days of Licensor's written request, Licensee shall certify in a writing reasonably acceptable to Licensor that except as set forth in this Agreement all copies of the Licensed Products and related material have been delivered to Licensor, destroyed or rendered unusable. (d) Licensee shall not use any Licensed Product or Documentation as part of any other product that Licensee may use, sublicense or distribute and Licensee shall cease any use of the Marks associated with the Licensed Products or Documentation. (e) All valid Redistributor Agreements and Sublicenses by and between Licensee and any Redistributors and Customers will remain and continue in full force and effect for the remainder of their respective terms, and at Licensor's option Licensee shall assign to Licensor its rights in such agreements with respect to the Licensed Products or Documentation; provided that if Licensor fails to provide reasonable support to any Redistributor or Customer, Licensee may support such Redistributor or Customer without payment of fees to Licensor. (f) Licensee promptly shall account for and