WHEREAS, pursuant to the Master Agreement, P-Newco, Patriot and TPL are entering into this Commercialization Agreement providing for the commercialization of P-Newco's interests in the MSD Patents by TPL in return for the commitment of TPL to diligently pursue the commercialization
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Also:
5.4 Failure to Make Contributions. The failure of Patriot or TPL to make Working Capital Contributions when due pursuant to Section 5.3 shall result in the following adjustments to that Member's Percentage Interest:
(a) For each One Dollar ($1) that is not contributed by Patriot or TPL when due pursuant to Section 5.3, one hundred thousandth of a percent (0.00001%) of the outstanding Percentage Interests of the Company shall be deducted from that Member's Percentage Interest and transferred to the other Member. As an example, if a Member failed to contribute *** when due pursuant to Section 5.3, *** of the outstanding Percentage Interests of the Company would be deducted from that Member's Percentage Interest and transferred to the other Member.
(b) In the event that Patriot's Percentage Interest falls below 25%, Patriot shall lose the right to appoint the Patriot Appointee pursuant to
Section 4.2(a), and TPL shall have the right to appoint the Patriot Appointee, such that TPL shall have the right to appoint two (2) of the three (3) Managers. In the event that TPL's Percentage Interest falls below 25%, TPL shall lose the right to appoint the TPL Appointee pursuant to Section 4.2(b), and Patriot shall have the right to appoint the TPL Appointee, such that Patriot shall have the right to appoint two (2) of the three (3) Managers.
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Be well
