From Patriot 8k filed June 15, 2005 (master agreement)

ARTICLE VI

TERMINATION

6.1 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.

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(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.

6.3 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.