ARTICLE VI
TERMINATION

6.1 TPL may terminate this Commercialization Agreement upon the
failure of Patriot or P-Newco to substantially perform any of their material
obligations to be performed hereunder, including without limitation the payment
obligations pursuant to Article IV of this Commercialization Agreement.

6.2 P-Newco may terminate this Commercialization Agreement if:

(a) TPL has failed to close transactions in accordance with
the Performance Milestones set forth in Section IV of Schedule 2, and

(i) there has been no material breach by Patriot or P-Newco
of this Commercialization Agreement, the Master Agreement, the Newco Licenses or
the Operating Agreement; and

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(ii) there has been no event or occurrence which negatively
and materially impacts the viability or value of the MSD Patents; and

(iii) the failure of TPL is not reasonably attributable to
the conduct of P-Newco, Patriot and/or their respective affiliates or
Representatives (other than TPL); or

(b) TPL enters into a liquidation under Chapter 7 of the
United States Bankruptcy Code; or

(c) TPL enters into a reorganization under Chapter 11 of the
United States Bankruptcy Code, and TPL ceases to be a debtor in possession
during the pendency of such bankruptcy proceeding.

Each of the events referred to in Sections 6.1 and 6.2 shall be
referred to as a "Termination Event". In no event shall the conduct of Moore be
deemed to constitute a Termination Event.

6.3 Upon termination pursuant to this Article VI:

(a) All rights to the MSD Patents arising under the Grant or
this Commercialization Agreement shall be transferred to P-Newco subject to all
outstanding rights under licenses, agreements, or awards theretofore made and
entered into by or with TPL prior to such expiration or termination which, for
all purposes, shall continue and be administered by TPL under TPL's then current
reasonable hourly fee schedule as if this Commercialization Agreement were still
in full force and effect.

(b) All amounts due to TPL with respect to TPL Direct Project
Expenses and TPL Other Project Expenses shall be paid from Gross Cash Proceeds
as such funds are received.

(c) At the option of Patriot, TPL, or P-Newco, all of the rights
and privileges of whatsoever kind or nature granted by it shall immediately and
without further action whatsoever revert in their entirety to each of Patriot,
TPL, or P-Newco, as the case may be, and all licenses granting such rights and
privileges shall be deemed to be for all purposes cancelled.

(d) In the event of a termination by P-Newco or Patriot, all
claims for loss and/or damages shall be deemed to be liquidated and discharged
with respect to each party upon its completion of the dissolution, distributions
and the documentation and transfers contemplated by Article 8 of the Operating
Agreement, provided, however, that claims based on conduct which is intentional,
willful, or grossly negligent shall survive.