With a caveat at the very beginning, I have not gone back over the Master Agreement (MA), but I will do so if necessary and if I can find the time. However, I would be surprised if there is any provision that, upon breach of the MA, automatically transfers ownership of the 1/2 interest in the MMP to the other party. Milestone, if you find such a provision, please direct me to it as I would surely like to study it in detail. The following are merely initial thoughts, and probably just skim the surface of everything that really needs to be considered because we really don't know enoough to draw hard and fast conclusions.
Assuming for a moment that the above is accurate, then a breach of the MA, if it should lead to dissolution of the contract, would simply revert everything back to dual ownership. In turn, this would mean that each owner could then license the MMP free of any obligation to account to the other for any revenues. Of course, the party in breach could be sued for failure to perform its obligations, but I don't see such a legal nightmare resulting in all of the "increased licensing activity" (my paraphrase) that TPL has been promising for so long now.
And, of course, there is the issue as between Moore and TPL as to who owns that 1/2 of the MMP. The best scenario, I suppose, is that these parties agree to "split the sheets" completely, so that TPL neither owns any part of the MMP, nor is it Moore's licensing agent any longer. Hopefully, that would inlcude all of the materials (engineering and otherwise) that TPL has generated over the years, but if I was TPL, I would drive a hard bargain in that regard.
Bottom line: Unless the proceedings between TPL and Moore result in TPL giving away its "farm" to Moore and walking away from the MMP completely, and, subsequently, unless PTSC and Moore are then able to either operate under the Master Agreement (as I recall, Moore is a party to it as well) or form a new one, and (whew!!!) unless PTSC and Moore are able to "hit the ground running" with what needs to be done in existing and subsequent litigation, such a mess, both legal and practical, would go on virtually indefinitely.
As always, we shall see. I again stress that these are just initial ramblings, and that much more would likely need to be considered.
Best wishes to all.
