How would shareholders know if TPL has failed to close transactions according to 6.2(a) below?

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.