http://www.sec.gov/Archives/edgar/data/836564/000114420406029784/v048298_10-41.txt

TERMINATION

      .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.

      .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

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

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            (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.

      .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.