Here's the termination section of the agreement.

TERMINATION



10.1 Grounds for Termination. This Agreement may be terminated (except as set forth in Section 10.2) and the transactions contemplated hereby abandoned at any time prior to the Closing (the "Termination Date"):

(a) by mutual written agreement of TPL and Patriot;

(b) by TPL upon written notice to Patriot of any one or more
inaccuracies or misrepresentations in or breaches of the representations or warranties made by Patriot contained herein which have had or, if not cured prior to the Closing Date could be reasonably expected to have, a Material Adverse Effect when taken into account with all other uncured inaccuracies or
misrepresentations in or breaches of such representations or warranties;
provided, however, that a termination pursuant to this clause (b) shall become
effective upon the earlier to occur of (i) fifteen (15) days after such notice
with respect to such a misrepresentation or breach that is not capable of being
cured on or prior to the Closing Date, or (ii) immediately prior to the Closing
with respect to such a misrepresentation or breach that is capable of being
cured, but is not cured, on or prior to the Closing Date;

(c) by TPL at any time upon written notice to Patriot of the failure
by Patriot to perform and satisfy in all material respects any of its
obligations under this Agreement required to be performed and satisfied on or
prior to the Closing Date; provided, however, that a termination pursuant to
this clause (c) shall become effective upon the earlier to occur of (i) three


(3) days after such notice with respect to such a failure that is not capable of
being cured on or prior to the Closing Date, (ii) fifteen (15) days after such
notice with respect to such a failure that is capable of being cured on or prior
to the Closing Date, but is not cured, on or prior to such fifteenth (15th) day,
or (iii) immediately prior to the Closing with respect to such a failure that is
capable of being cured, but is not cured, on or prior to the Closing Date;

(d) by Patriot at any time upon written notice to TPL of any one or
more inaccuracies or misrepresentations in or breaches of the representations or
warranties made by TPL or Moore contained herein which have had or, if not cured
prior to the Closing Date could be reasonably expected to have, a Material
Adverse Effect when taken into account with all other uncured inaccuracies or
misrepresentations in or breaches of such representations or warranties;
provided, however, that a termination pursuant to this clause (d) shall become
effective upon the earlier to occur of (i) fifteen (15) days after such notice
with respect to such a misrepresentation or breach that is not capable of being
cured on or prior to the Closing Date, or (ii) immediately prior to the Closing
with respect to such a misrepresentation or breach that is capable of being
cured, but is not cured, on or prior to the Closing Date;

(e) by Patriot at any time upon written notice to TPL of TPL's
failure to perform and satisfy in all material respects any of its obligations
under this Agreement required to be performed and satisfied on or prior to the
Closing Date; provided, however, that a termination pursuant to this clause (e)
shall become effective upon the earlier to occur of (i) three (3) days after
such notice with respect to such a failure that is not capable of being cured on
or prior to the Closing Date, (ii) fifteen (15) days after such notice with
respect to such a failure that is capable of being cured on or prior to the
Closing Date, but is not cured, on or prior to such fifteenth (15th) day, or


(iii) immediately prior to the Closing with respect to such a failure that is
capable of being cured, but is not cured, on or prior to the Closing Date;

(f) by Patriot or TPL if the Closing shall not have been consummated
by November 30, 2005; provided, however, that Patriot or TPL may not terminate
this Agreement pursuant to this clause (f) if the Closing shall not have been
consummated within such time period by reason of the failure of that party or
any of its Representatives to perform in all material respects any of its or
their respective covenants or agreements contained in this Agreement;

(g) by Patriot if TPL has caused a Material Adverse Effect other
than any Material Adverse Effect caused by any proceeding brought by any current
or former affiliate, Representative, stockholder, creditor or stakeholder of
Patriot relating to any effect of the public announcement of this Agreement, the
transactions contemplated hereby or the consummation of such transactions;

(h) by TPL if Patriot has caused a Material Adverse Effect; and

(i) by any party hereto if any federal, state or foreign law or
regulation thereunder shall hereafter be enacted or become applicable that makes
the transactions contemplated hereby or the consummation of the Closing illegal
or otherwise prohibited, or if any judgment, injunction, order or decree
enjoining either party hereto from consummating the transactions contemplated
hereby is entered, and such judgment, injunction, order or decree shall become
final and nonappealable.

The party desiring to terminate this Agreement pursuant to clauses (b)
through (i) shall give written notice of such termination to the other party
pursuant to Section 11.1.

10.2 Effect of Termination.

(a) If this Agreement is terminated as permitted by Section 10.1,
such termination shall be without liability of any party to any other party to
this Agreement except as hereinafter expressly provided in this Section 10.2.

(b) If such termination shall result from the willful failure of
Patriot to fulfill a condition to the performance of the obligations of TPL, the
willful failure of Patriot to perform a covenant contained in this Agreement or
a willful breach by Patriot of its representations and warranties contained in
this Agreement, Patriot shall be fully responsible for all Damages incurred by
TPL as a result of such failure or breach by Patriot.

(c) If such termination shall result from the willful failure of TPL
to fulfill a condition to the performance of the obligations of Patriot, the
willful failure of TPL to perform a covenant contained in this Agreement or a
willful breach by TPL of its representations and warranties contained in this
Agreement, TPL shall be fully responsible for all Damages incurred by Patriot as
a result of such failure or breach by TPL.

(d) If such termination shall result for any reason other than (i)
the willful failure of Patriot to fulfill a condition to the performance of the
obligations of TPL; (ii) the willful failure of Patriot to perform a covenant
contained in this Agreement; or (iii) the willful breach by Patriot of its
representations and warranties contained in this Agreement, Patriot shall be
entitled to one-half of the Net Cash Proceeds generated by TPL from the period
beginning from the date hereof and ending on the date this Agreement is
terminated. It is expressly agreed and understood that Patriot shall not be
entitled to any of the Milestone Payments (as such term is defined in the Intel
Patent License Agreement), which shall only be distributed pursuant to the terms
of the Escrow Agreement. TPL shall pay Patriot, by wire transfer in immediately
available funds, to the account set forth on Exhibit E of the Escrow Agreement,
such funds within the later of (A) five (5) days after the termination of this
Agreement and (B) sixty (60) days of receipt thereof by TPL.

(e)  The provisions of Article IX, as well as Sections 7.6, 11.1,
11.5, 11.9, 11.13 and 11.14 and this Section 10.2 shall survive any termination
of this Agreement pursuant to this Article X, and each party hereto shall be
fully responsible for any breach of any such provision, whether or not such
breach occurs prior to the termination of this Agreement. In addition, the
parties expressly agree that the Stipulated Final Judgment is severable and has
significance independent of this Agreement and any other agreements and
transactions contemplated hereby and thereby, and as such shall not be affected
or disturbed by the Termination of this Agreement.