Am I reading the commercialization agreement (ComAg) correctly in that TPL has the right to terminate the ComAg upon the Failure of PTSC (P-Newco) to perform ANY material obligation whereas, PTSC has the right to terminate the ComAg only if TPL has failed to close transaction or has filed chapter 7 or 11 bankruptcy?

What legal expert was reviewing these agreements for PTSC?Also, there are references to certain exhibits in the commercialization agreement.I could not find these exhibits.Has anyone seen ever seen them?If you have access to them, would you provide copies on Agoracom please.

EXHIBIT AGRANT

SCHEDULE 1SCHEDULE OF PATENTS

SCHEDULE 2PROJECT DESCRIPTION

SCHEDULE 3SCHEDULE OF OUTSTANDING ACTIVITIES/RIGHTS/CLAIMS

From the Master Agreement (governing law, State of CA)

7.2 Commercialization Program.

(b) Upon receipt of any proceeds in connection with TPL's

commercialization efforts pursuant to Section 7.2(a) between the date hereof and

the earlier of (i) the Termination Date and (ii) the Closing, TPL shall cause

all Net Cash Proceeds generated as a result thereof to be paid to P-Newco at the

Closing to be retained and/or distributed by P-Newco pursuant to the terms of

the Operating Agreement.

"Net Cash Proceeds" has the meaning set forth in Section 6.1(a)(v)

of the Operating Agreement

"Gross Cash Proceeds" means all cash proceeds received pursuant to

licenses, judgments, settlements and other payments with respect to the right to

make, use, sell and offer to sell products subject to the MSD Patents.

From the Operating Agreement of P-Newco (A Delaware LLC)

6.1Application of Gross Cash Proceeds.

(a) Application of Gross Cash Proceeds. Within sixty (60) days

after the close of each of the Company's fiscal quarters, the Company shall

apply and distribute Gross Cash Proceeds in accordance with the following

schedule of priorities:

(i)First, for the payment to TPL (or, in the case of any

payment to satisfy the obligations of the Company under Section 4.2 of the

Commercialization Agreement, directly to the Person identified by TPL) in

satisfaction of the Company's payment obligations under Sections 4.2 and 4.3 of

the Commercialization Agreement;

(ii)Next, to the payment of any Company Expenses;

(iii) Next, for the Working Capital Fund until the Working

Capital Fund equals***;

(iv)Next,

(a) for payment to Patriot of an amount equal to 10% of

the Gross Cash Proceeds until Patriot shall have received Twenty Million Dollars

($20,000,000); and

(b) for payment to TPL of an amount equal to 15% of the

Adjusted Gross Cash Proceeds minus any amounts previously advanced to TPL (and

not previously credited against payments to TPL hereunder) pursuant to Section

4.3 of the Commercialization Agreement; and

(v)Finally, the remaining Gross Cash Proceeds (such

remaining amount, the "Net Cash Proceeds") to the Members according to their

respective Percentage Interests.

From the Commercialization Agreement

ARTICLE IV

PAYMENT

4.1TPL shall cause all Gross Cash Proceeds generated from the

Commercialization efforts to be paid directly to P-Newco.

4.2Upon the submission of customary and appropriate invoices and

other supporting documentation, P-Newco shall reimburse TPL for the payment of

all legal and third-party expert fees and other related third-party costs and

expenses, including without limitation those incurred in connection with patent

maintenance and prosecution and third party "DeCaps" and third party expert

analysis relating thereto (the "TPL Direct Reimbursable Expenses") incurred by

TPL in connection with the Project and in conformity with the applicable

Business Plan, as well as all TPL Direct Reimbursable Expenses not in conformity

with the applicable Business Plan, to the extent approved by the P-Newco

Management Committee. All such reimbursement shall be made prior to the due date

indicated on the invoice.

4.3P-Newco shall make payment to TPL of $***no later than three

(3) days prior to the start of each fiscal quarter from the Working Capital Fund

to cover indirect and other expenses related to the Project which do not

constitute TPL Direct Reimbursable Expenses ("TPL Other Project Expenses").

Advances to TPL made pursuant to this Section 4.3 shall be nonaccountable and

nonrecoupable, but shall offset the amounts owed TPL pursuant to Section

6.1(a)(iv)(b) of the Operating Agreement in the manner contemplated by such

Section 6.1(a)(iv)(b). At such time as the Working Capital Fund exceeds

$***after the first $***has been generated pursuant to the

Commercialization, such quarterly payment shall be increased (but not decreased)

to one-eighth of the amount of the Working Capital Fund.

4.4To the extent that P-Newco does not have sufficient funds from the

Working Capital Fund at the time any payment is due pursuant to this Article IV,

TPL shall refrain from enforcing any collection rights against P-Newco for such

payments until the earlier of (a) such time as funds become available in the

Working Capital Fund, or (b) termination of this Commercialization Agreement.

Article VI – Termination (of Commercialization Agreement)

6.1TPL 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.

6.2P-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

(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.