The Committee says they don't know if the Reorganized company or the debtor will be able to terminate the agreement with Alliacense. I say that Patriot may be the entity to do just that.

(emphases by me)

p. 46 of 67

A. Assumption of Executory Contracts and Unexpired Leases

Each of the following executory contracts shall be assumed by the Reorganized Company on

the Effective Date to the extent each such contract is executory in nature, and Confirmation of the Plan shall effect such assumption: (1) the TPL/Moore/PTSC/PDS agreement dated January 23, 2013

p.47 of 67

2. Rejection of Executory Contracts and Unexpired Leases.

Without admitting the validity of any other executory contracts and unexpired leases, the

following executory contracts and unexpired leases of the Debtor are hereby rejected by the Debtor as of the Effective Date, and Confirmation of the Plan shall be deemed to constitute Bankruptcy Court approval of such rejection: (a) TPL’s Service Agreement with Semiconductor Insights; (b) the Alliacense Services Agreement, and (c) the Insider Employee Compensation Contracts.

p.56 of 67

D. Risks of Implementing Plan.

A significant part of the success of the Plan will be the cost-reduction benefits realized by the

anticipated elimination of Alliacense as a service provider and licensing agent for the MMP and non- MMP Portfolios. New management may determine that that it would be in the best interest of the Reorganized Debtor to negotiate a new arrangement with Alliacense. There is no assurance that the Debtor and/or the Reorganized Company will be able to successfully terminate Alliacense’s involvement without incurring termination costs or legal fees to contest potential litigation by Alliacense as a result of the termination. The Debtor’s and/or the Reorganized Company’s inability to effect a successful termination of the Alliacense relationship could cause the Debtor or the Reorganized Company to fail or severely adversely affect the successful implementation of the Plan, and could have a material and adverse effect on its business, results of operations, and financial condition.

The Committee has based its projections on the Debtor’s historical performance over the last

three years. However, unforeseen variables may significantly impact the forecast causing actual

financial results to differ materially.

http://photos.imageevent.com/banos/tplbkplan21414/Disclosure%20Statement%20For%20Official%20Committee%20Of%20Unsecured%20Creditorsqu%20Plan%20Of%20Reorganization%202-14-14.pdf

Under the original ComAG PNewco could terminate the agreement if TPL files BK and does not remain the debtor in possession

Now lets take a look at the new agreement signed in July 2013

Agreement between PTSC, PDS and TPL (TPL Agreement) Exhibit 10.9

A. The Commercialization Agreement (original ComAg) between the Parties shall be deemed to be modified to the extent necessary to enable the implementation of the provisions of paragraph D below, excepting only the exercise of the authority granted at section 2.2(c) with respect to the conduct of litigation activity which shall:

1. Remain the province of TPL with respect to the infringement litigation involving the MMP Portfolio presently pending in the Northern District of California (“NorCal Litigation”), together with PTSC and/or PDS as appropriate;

2. Remain the province of TPL with respect to proceedings [***] together with PDS and/or PTSC as appropriate; and,

3. Remain the province of TPL with respect to [***] together with PDS and/or PTSC as appropriate;

[***]

B. [***]

C. [***]

D. PDS shall exert its immediate best efforts to enter into a new Agreement ("NewAg") with an entity selected by PTSC upon such terms as will provide for a seamless transition and continuation of the MMP ComProg under the guidance and control of PDS, with PDS serving as the Project manager and exclusive Licensor in the execution and conduct thereof as under Article II and Exhibit A of the PDS/TPL ComAg in lieu of TPL, excepting only the exercise of TPL Enforcement Rights which shall remain the province of TPL.

Does anyone see where the original provision for termination by PNewco (now PDS) as a result of TPL’s BK, where TPL does not remain the debtor in possession, has been modified in the new ComAg?Clearly it states that the original comag has been modified to the extent necessary to implement paragraph D (above).

If the Committee’s plan is accepted by the court, may we then expect a power play by Patriot to void the ComAG.I hope so.