More corroborating excerpts from the master agreement.

3.5 Effect of Certain Events on Membership.

(a) Bankruptcy, Foreclosure, or Other Similar Event. In the event

of a Member`s bankruptcy, or the foreclosure upon or other similar proceeding

with respect to that Member`s interest in the MSD Patents or that Member`s

Percentage Interest:

(i) any and all rights that Member may have under Section 4.2

of this Operating Agreement shall automatically terminate; and

(ii) any and all rights that Member may have under Sections

2.2.1 and 2.2.2 of the P-Newco License or T-Newco License, as the case may be,

shall automatically and without further action by any of the parties thereto be

irrevocably transferred to the Company.

(b) Change of Control. In the event of a Change of Control of

Patriot or TPL:

(i) any and all rights Patriot or TPL may have under Section

4.2 of this Operating Agreement, as the case may be, shall automatically

terminate; and

(ii) Patriot or TPL`s rights under Sections 2.2.1 and 2.2.2 of

the P-Newco License or T-Newco License, as the case may be, shall automatically

and without further action by any of the parties thereto be irrevocably

transferred to the Company.

3.6 Restrictions on Transfers of Interests. Except as provided in

Section 5.4, no Member shall sell, assign, pledge, mortgage or otherwise dispose

of or transfer (a ``Transfer``) its Percentage Interest in the Company, whether in

whole or in part, without the consent of the Management Committee, which consent

may be withheld for any or for no reason.

3.7 No Authority as Agent. Except as may be authorized by the

Management Committee, or as set forth in the Commercialization Agreement, no

Member shall have the authority in its or his capacity as a Member to enter into

any transaction on behalf of the Company or to otherwise bind the Company.