3.5 With the exception of the agreements and transactions entered into
pursuant to the Project, P-Newco, Patriot and TPL shall not transfer, assign,
license, or otherwise convey any interest in, or grant any security interest
with respect to, any portion of their interest in the MSD Patents during the
term of this Commercialization Agreement without the written consent of all
parties hereto, other than to entities which are owned and controlled by the
transferring Person and who assume and agree to pay and perform all of the
transferor's obligations hereunder.

3.6 Upon the termination of this Commercialization Agreement, Patriot
shall be entitled to receive a copy of third party "DeCaps" (as such term is
commonly understood to mean in the industry) related to the Commercialization
and third party expert analyses thereof; and TPL does hereby consent to the
deliveries thereof by such third party experts. In the event any of the
foregoing are not provided by such third parties, TPL will provide Patriot with
copies of such documents in its possession. In addition, a Patriot
Representative shall be entitled to view such "DeCaps" on a quarterly basis, but
shall not be entitled to make copies thereof. With the exception of TPL's
obligations pursuant to Section 3.1 and this Section 3.6, TPL shall not be
obligated to share any other materials related to the Commercialization,
including without limitation any attorney work product generated during the term
of this Commercialization Agreement or thereafter, which for all intents and
purposes shall be deemed to be privileged, proprietary and exclusive to TPL.
3.7. P-Newco and Patriot shall on a continuing basis provide TPL all
leads, information, and materials which Patriot encounters or discovers which
may relate to the rights to the MSD Patents transferred by Patriot and TPL to
P-Newco pursuant to the Newco Licenses, shall exert their respective reasonable
best efforts to support the Commercialization activities of TPL hereunder, and
shall refrain from all contact with third parties regarding the MSD Patents
except as is specifically approved and/or requested in writing by TPL. The
foregoing shall not affect the exercise of the retained rights of Patriot or TPL
under the Newco Licenses.