EXECUTION
      COPY

    


    


    


    


    MASTER
      AGREEMENT

    


    


    by
      and among

    


    


    


    PATRIOT
      SCIENTIFIC CORPORATION

    


    and

    


    TECHNOLOGY
      PROPERTIES LIMITED INC.

    


    and

    


    CHARLES
      H. MOORE

    


    


    


    


    Dated
      as of June 7, 2005

    


    


    


    


    


    


    


    


    


    
      	
              ***

            	
              Indicates
                material omitted pursuant to an application for confidential treatment
                and
                that material has been filed separately with the
                Commission.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

    


    Page

    
      	
              ARTICLE
                I

            	
              DEFINITIONS

            	
              3

            
	
              1.1

            	
              Definitions

            	
              3

            
	
              1.2

            	
              Index
                of Other Defined Terms

            	
              5

            
	 	 	 
	
              ARTICLE
                II

            	
              THE
                TRANSACTIONS

            	
              5

            
	
              2.1

            	
              Execution
                of Ancillary Agreements

            	
              5

            
	
              2.2

            	
              Formation
                of Delaware Limited Liability Companies

            	
              6

            
	
              2.3

            	
              Patriot
                License to Intel

            	
              6

            
	
              2.4

            	
              Stipulated
                Final Judgment

            	
              6

            
	
              2.5

            	
              Delivery
                of Intel Proceeds

            	
              6

            
	
              2.6

            	
              Closing

            	
              6

            
	
              2.7

            	
              Actions
                at Closing

            	
              6

            
	 	 	 
	
              ARTICLE
                III 

            	
              REPRESENTATIONS
                AND WARRANTIES OF PATRIOT

            	
              7

            
	
              3.1

            	
              Corporate
                Existence and Power

            	
              7

            
	
              3.2

            	
              Authorization

            	
              7

            
	
              3.3

            	
              Governmental
                Authorization

            	
              7

            
	
              3.4

            	
              Non-Contravention

            	
              7

            
	
              3.5

            	
              Absence
                of Certain Changes or Events.

            	
              8

            
	
              3.6

            	
              Intellectual
                Property.

            	
              8

            
	
              3.7

            	
              Litigation

            	
              8

            
	
              3.8

            	
              Advisory
                Fees

            	
              9

            
	
              3.9

            	
              Bulk
                Sales

            	
              9

            
	 	 	 
	
              ARTICLE
                IV

            	
              REPRESENTATIONS
                AND WARRANTIES OF TPL

            	
              9

            
	
              4.1

            	
              Organization
                and Existence

            	
              9

            
	
              4.2

            	
              Corporate
                Authorization

            	
              9

            
	
              4.3

            	
              Governmental
                Authorization

            	
              9

            
	
              4.4

            	
              Non-Contravention

            	
              9

            
	
              4.5

            	
              Absence
                of Certain Changes or Events.

            	
              10

            
	
              4.6

            	
              Intellectual
                Property.

            	
              10

            
	
              4.7

            	
              Litigation

            	
              10

            
	
              4.8

            	
              Advisory
                Fees

            	
              11

            
	
              4.9

            	
              Bulk
                Sales

            	
              11

            
	 	 	 
	
              ARTICLE
                V 

            	
              REPRESENTATIONS
                AND WARRANTIES OF MOORE

            	
              11

            
	
              5.1

            	
              Authorization

            	
              11

            
	
              5.2

            	
              Governmental
                Authorization

            	
              11

            
	
              5.3

            	
              Non-Contravention

            	
              11

            
	
              5.4

            	
              Absence
                of Certain Changes or Events.

            	
              11

            
	
              5.5

            	
              Intellectual
                Property.

            	
              11

            
	
              5.6

            	
              Litigation

            	
              12

            
	
              5.7

            	
              Advisory
                Fees

            	
              12

            


    

     

    
      
        i

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                VI 

            	
              COVENANTS
                OF PATRIOT

            	
              12

            
	
              6.1

            	
              Court
                Approval of Stipulated Final Judgment

            	
              12

            
	
              6.2

            	
              Retention
                of Rights; No Action With Respect to the MSD Patents

            	
              12

            
	 	 	 
	
              ARTICLE
                VII 

            	
              COVENANTS
                OF ALL PARTIES

            	
              13

            
	
              7.1

            	
              Protection
                and Maintenance of the MSD Patents

            	
              13

            
	
              7.2

            	
              Commercialization
                Program.

            	
              13

            
	
              7.3

            	
              Further
                Assurances

            	
              13

            
	
              7.4

            	
              Certain
                Filings

            	
              14

            
	
              7.5

            	
              Notification

            	
              14

            
	
              7.6

            	
              Public
                Announcements

            	
              14

            
	
              7.7

            	
              No
                Interference

            	
              14

            
	
              7.8

            	
              No
                Transfer

            	
              15

            
	
              7.9

            	
              Litigation
                Cooperation

            	
              15

            
	 	 	 
	
              ARTICLE
                VIII 

            	
              CONDITIONS
                TO CLOSING

            	
              15

            
	
              8.1

            	
              Conditions
                to Obligations of Each Party

            	
              15

            
	
              8.2

            	
              Conditions
                to Obligations of TPL

            	
              16

            
	
              8.3

            	
              Conditions
                to Obligations of Patriot

            	
              16

            
	 	 	 
	
              ARTICLE
                IX 

            	
              INDEMNIFICATION

            	
              17

            
	
              9.1

            	
              Patriot
                Agreement to Indemnify

            	
              17

            
	
              9.2

            	
              TPL
                Agreement to Indemnify

            	
              17

            
	
              9.3

            	
              Moore
                Agreement to Indemnify

            	
              18

            
	
              9.4

            	
              Survival
                of Representations, Warranties and Covenants

            	
              18

            
	
              9.5

            	
              Claims
                for Indemnification

            	
              18

            
	
              9.6

            	
              Defense
                of Claims

            	
              18

            
	 	 	 
	
              ARTICLE
                X 

            	
              TERMINATION

            	
              19

            
	
              10.1

            	
              Grounds
                for Termination

            	
              19

            
	
              10.2

            	
              Effect
                of Termination.

            	
              21

            
	 	 	 
	
              ARTICLE
                XI 

            	
              MISCELLANEOUS

            	
              21

            
	
              11.1

            	
              Notices

            	
              23

            
	
              11.2

            	
              Amendments;
                No Waivers.

            	
              
                23

              

            
	
              11.3

            	
              Expenses

            	
              
                23

              

            
	
              11.4

            	
              Successors
                and Assigns

            	
              
                23

              

            
	
              11.5

            	
              Governing
                Law

            	
              
                23

              

            
	
              11.6

            	
              Counterparts;
                Effectiveness

            	
              
                23

              

            
	
              11.7

            	
              Entire
                Agreement

            	
              
                23

              

            
	
              11.8

            	
              Captions

            	
              
                24

              

            
	
              11.9

            	
              Severability

            	
              
                24

              

            
	
              11.10

            	
              Construction

            	
              
                24

              

            
	
              11.11

            	
              Cumulative
                Remedies

            	
              
                24

              

            
	
              11.12

            	
              Specific
                Performance

            	
              
                24

              

            
	
              11.13

            	
              Third-Party
                Beneficiaries

            	
              
                24

              

            
	
              11.14

            	
              No
                Liability of Intel

            	
              
                24

              

            
	
              11.15

            	
              No
                Punitive, Exemplary, or Consequential Damages

            	
              
                25

              

            


    

    


    
      
        ii

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBITS

    


    EXHIBIT
      A Stipulated
      Final Judgment

    EXHIBIT
      B Operating
      Agreement (Exhibit 10.42) 

    EXHIBIT
      C Newco
      License

    EXHIBIT
      D Commercialization
      Agreement (Exhibit 10.41) ***

    EXHIBIT
      E Escrow
      Agreement ***

    EXHIBIT
      F-1 Consent
      and Release Agreement

    EXHIBIT
      F-2 Consent
      and Release Agreement

    EXHIBIT
      G Form
      of
      Merger Agreement

    EXHIBIT
      H Patriot
      License to Intel ***

    EXHIBIT
      I Form
      of
      Warrant

    EXHIBIT
      J Form
      of
      Registration Rights Agreement

     

     

     

    
 

    
      
        iii

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AGREEMENT

    


    This
      AGREEMENT (this “Agreement“),
      dated
      as of June 7, 2005, is by and among PATRIOT SCIENTIFIC CORPORATION, a
      Delaware corporation having its principal offices located at 10989 Via Frontera,
      San Diego, CA 92127 (“Patriot”),
      TECHNOLOGY PROPERTIES LIMITED INC., a California corporation having its
      principal offices located at 21730 Stevens Creek Blvd., Suite 201, Cupertino,
      CA
      95014 (“TPL”), and Charles H. Moore, an individual whose principal residence is
      in Sierra County, California (“Moore”).

    


    R
      E C I T A L S

    


    WHEREAS,
      Patriot is engaged in the business of developing, marketing, and selling
      microprocessors and microprocessor technology, as well as other complementary
      products;

    


    WHEREAS,
      TPL is engaged in the business of developing, managing, and commercializing
      intellectual property assets and proprietary product technology;

    


    WHEREAS,
      Patriot, TPL and Moore are involved in the Inventorship Litigation (as defined
      below) with respect to the ownership of rights and interests in certain
      microprocessor science and design patents identified on Schedule 1 attached
      hereto (the “MSD
      Patents”);

    


    WHEREAS,
      Patriot has initiated the Infringement Litigation (as defined below), which
      has
      been stayed pending the outcome of the Inventorship Litigation;

    


    WHEREAS,
      the Patriot security holders identified on Schedule 2 attached hereto (the
      “Patriot
      Rights Holders”)
      have
      certain rights with respect to the transactions contemplated by this
      Agreement;

    


    WHEREAS,
      to resolve the Inventorship Litigation and disagreements among the parties,
      provide funds to Patriot to finance its operations, and provide for the
      effective commercialization of the MSD Patents, the parties have agreed
      that:

    


    A. Patriot,
      TPL and Moore will enter into this Agreement; Patriot and TPL will enter into
      the Operating Agreement attached hereto as Exhibit B
      (the
“Operating
      Agreement”);
      Patriot, TPL, and P-Newco will enter into the Commercialization Agreement
      attached hereto as Exhibit D
      (the
“Commercialization
      Agreement”);
      Patriot and TPL will enter into the Warrant substantially in the form attached
      hereto as Exhibit I
      (the
“Warrant”),
      as
      well as the Registration Rights Agreement substantially in the form attached
      hereto as Exhibit J
      (the
“Registration
      Rights Agreement”)
      ; and
      Patriot and TPL will open an escrow account (the “Escrow
      Account”)
      and
      enter into an escrow agreement substantially in the form attached hereto as
      Exhibit E
      (the
“Escrow
      Agreement”)
      to
      facilitate the transactions contemplated by this Agreement;

    


    B. Patriot
      has entered into a license in respect of the MSD Patents with Intel Corporation
      (“Intel“), attached hereto as Exhibit H
      (the
“Patriot
      License to Intel”);

    


    C. As
      soon
      as possible after the date hereof, Patriot, TPL and Moore will settle all
      litigation among them pursuant to the Stipulated Final Judgment substantially
      in
      the form attached hereto as Exhibit A
      (the
“Stipulated
      Final Judgment”),
      and
      will take any and all action necessary to cause the trade secrets litigation
      currently pending between Patriot and TPL in Santa Clara Superior Court (the
      “Trade
      Secrets Litigation”)
      to be
      dismissed without prejudice, and the Infringement Litigation involving Intel
      and
      Patriot shall be dismissed with prejudice;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    D. As
      soon
      as possible after the date hereof, TPL will request that Intel deliver all
      of
      the unpaid Milestone Payments (as defined in the Intel Patent License Agreement)
      pursuant to Section 3.2
      of the
      Intel Patent License Agreement to the account set forth on Exhibit A
      to the
      Escrow Agreement, and the rights of Patriot and TPL with regard to the Milestone
      Payments shall thereafter be as set forth in the Escrow Agreement;

    


    E. Patriot
      will form a wholly owned subsidiary (“P-Newco”),
      and
      Patriot and P-Newco will enter into a license with respect to certain of
      Patriot’s rights in the MSD Patents, substantially in the form attached hereto
      as Exhibit C;

    


    F. TPL
      will
      form a wholly owned subsidiary (“T-Newco”),
      and
      TPL and T-Newco will enter into a license with respect to certain of TPL’s
      rights in the MSD Patents, substantially in the form attached hereto as
Exhibit C
      (collectively with the license entered into between Patriot and P-Newco
      identified in Recital E
      above,
      the “Newco
      Licenses”
      );

    


    G. Patriot,
      TPL, T-Newco and P-Newco will enter into an agreement and plan of merger
      substantially in the form attached hereto as Exhibit G
      (the
“Merger
      Agreement”)
      pursuant to which T-Newco will merge with and into P-Newco, with P-Newco
      continuing as the surviving entity;

    


    H. Upon
      the
      earlier of (a) the mutual agreement of Patriot, TPL, and P-Newco, or (b) three
      months from the date hereof, P-Newco will grant to TPL its rights in the MSD
      Patents (the “Grant”)
      in
      furtherance of the commercialization program contemplated by the
      Commercialization Agreement, in the form attached as Exhibit 1
      to the
      Commercialization Agreement;

    


    I. TPL
      will
      cause the Patriot Cash Consideration (as defined below) to be paid to Patriot
      at
      Closing from the funds in the Escrow Account pursuant to the terms of the Escrow
      Agreement;

    


    J. TPL
      will
      cause One Million Dollars ($1,000,000) of TPL’s funds in the Escrow Account, and
      Patriot will cause at least One Million Dollars ($1,000,000) of Patriot’s funds
      in the Escrow Account, to be paid in cash at Closing, to the Patriot Rights
      Holders in exchange for the Patriot Rights Holders entering into a consent
      and
      release agreement substantially in one of the alternate forms attached as
Exhibits F-1
      or
F-2
      hereto
      (the “Consent
      and Release Agreement”);

    


    K. TPL
      will
      cause Two Million Dollars ($2,000,000) of TPL’s funds in the Escrow Account to
      be contributed in cash at Closing to P-Newco as TPL’s first installment of the
      Working Capital Contribution;

    


    L. Patriot
      will cause Two Million Dollars ($2,000,000) of Patriot’s funds in the Escrow
      Account to be contributed in cash at Closing to P-Newco as Patriot’s first
      installment of the Working Capital Contribution; and

    


    M. P-Newco
      will allocate the proceeds generated from the commercialization program to
      Patriot and TPL pursuant to the terms of the Commercialization Agreement and
      the
      Operating Agreement.

    


    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

    A
      G R E E M E N T

    


    NOW,
      THEREFORE, in consideration of the foregoing premises, and their respective
      representations, warranties, covenants and agreements hereinafter set forth,
      the
      parties hereto agree as follows.

    


    ARTICLE
      I

    DEFINITIONS

     

    1.1 Definitions

    


    .
      The
      following terms, as used herein, have the following meanings:

    


    “Applicable
      Law”
      means
      any domestic or foreign, federal, state or local statute, law, common law,
      ordinance, rule, administrative interpretation, regulation, order, writ,
      injunction, directive, judgment, decree, permit or other requirement of any
      Governmental Authority.

    


    “Business
      Day”
      means a
      day other than a Saturday, Sunday or other day on which commercial banks in
      San
      Diego, California are authorized or required by law to close.

    


    “Damages”
      means
      all demands, claims, actions or causes of action, assessments, losses (including
      reasonably foreseeable lost profits), damages, costs, expenses, liabilities,
      judgments, awards, fines, sanctions, penalties, charges and amounts paid in
      settlement (net of insurance proceeds and proceeds from related third party
      indemnification, contribution or similar claims actually received), including
      (a) interest at a rate equal to 200 basis points above the prime rate, as
      in effect from time to time, of Citibank, N.A., on cash disbursements in respect
      of any of the foregoing, compounded quarterly, from the date each such cash
      disbursement is made until the Person incurring the same shall have been
      indemnified in respect thereof, (b) reasonable costs, fees and expenses of
      such Person’s Representatives and (c) any reasonable costs, fees and expenses
      incurred in connection with investigating, defending against, or settling any
      such claims.

    


    “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended.

    


    “Governmental
      Authority”
      means
      any foreign, domestic, federal, territorial, state or local governmental
      authority, quasi-governmental authority, instrumentality, court, government
      or
      self-regulatory organization, commission, tribunal or organization or any
      regulatory, administrative or other agency, or any political or other
      subdivision, department or branch of any of the foregoing.

    


    “Gross
      Cash Proceeds”
      means
      all cash proceeds received pursuant to licenses, judgments, settlements and
      other payments with respect to the right to make, use, sell and offer to sell
      products subject to the MSD Patents.

    


    “Indemnifying
      Party”
      means:
      (a) with respect to any TPL Indemnitee asserting a claim under Section 9.1,
      Patriot; (b) with respect to any Patriot Indemnitee asserting a claim under
Section 9.2,
      TPL;
      and (c) with respect to any Patriot/TPL Indemnitee asserting a claim under
Section 9.3,
      Moore.

    


    “Indemnitee”
      means:
      (a) the TPL Indemnitees with respect to any claim for which Patriot is an
      Indemnifying Party under Section 9.1;
      (b) the
      Patriot Indemnitees with respect to claims for which TPL is an Indemnifying
      Party under Section 9.2;
      and (c)
      the Patriot/TPL Indemnitees with respect to any claim for which Moore is an
      Indemnifying Party under Section 9.3.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Infringement
      Litigation”
      means
      the lawsuits filed by Patriot against five electronics companies alleging
      infringement of certain U.S. Patents and assigned the following case numbers:
      (a) Southern District of New York, 03CV10142; (b) Northern District of
      California, C035787; (c) Southern District of New York, 03CV10180; (d) Eastern
      District of New York, CV036432; and (e) District of New Jersey, 03CV06210,
      including the related claims of Intel against Patriot.

    


    “Intel
      Patent License Agreement”
      means
      that certain license agreement by and among TPL Micro Ltd., TPL, Moore and
      Intel, dated June 28, 2004, as may be amended from time to time.

    


    “Inventorship
      Litigation”
      means
      the lawsuit filed by Patriot on February 13, 2004 in the United States District
      Court, Northern District of California against TPL, Daniel E. Leckrone and
      Charles H. Moore, alleging claims for declaratory judgment for determination
      and
      correction of inventorship and assigned case number C040618JF(HRL).

    


    “knowledge”
      means
      the actual knowledge of a Person and its Representatives, after a reasonable
      investigation of the surrounding circumstances.

    


    “Liability”
      means,
      with respect to any Person, any liability or obligation of such Person of any
      kind, character or description, whether known or unknown, absolute or
      contingent, accrued or unaccrued, liquidated or unliquidated, secured or
      unsecured, joint or several, due or to become due, vested or unvested,
      executory, determined, determinable or otherwise and whether or not the same
      is
      required to be accrued on the financial statements of such Person or is
      disclosed on any schedule to this Agreement.

    


    “Lien”
      means,
      with respect to any asset, any mortgage, title defect or objection, lien,
      pledge, charge, security interest, hypothecation, restriction, encumbrance
      or
      charge of any kind in respect of such asset.

    


    “Material
      Adverse Effect”
      means
      any circumstance, development, event, condition, effect or change that,
      individually or when taken together with all other circumstances, developments,
      events, conditions, effects and changes that have occurred, had or has or,
      with
      the passage of time, would be reasonably likely to have, a material adverse
      effect on, or a material adverse change in, (a) the MSD Patents, (b) the
      anticipated benefits of the transactions contemplated by this Agreement or
      (c)
      the ability of the parties hereto to consummate the transactions contemplated
      hereby.

    


    “Net
      Cash Proceeds”
      has the
      meaning set forth in Section 6.1(a)(v)
      of the
      Operating Agreement.

    


    “Patriot
      Cash Consideration”
      means
      Ten Million Dollars ($10,000,000) minus Two Million Dollars ($2,000,000) (which
      amount constitutes Patriot’s first installment of the Working Capital
      Contribution pursuant to Section 5.3(a)
      of the
      Operating Agreement) minus Patriot’s share of the Consent and Release
      Consideration, which represents an allocation and sharing of proceeds to be
      received from Intel pursuant to Section 3.2(c)
      of the
      Intel Patent License Agreement.

    


    “Patriot
      Common Stock”
      means
      the common stock, par value $0.00001 per share, of Patriot.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    “Person”
      means an
      individual, corporation, partnership, limited liability company, joint venture,
      association, trust, estate or other entity or organization, including a
      Governmental Authority.

    


    “Representatives”
      means
      the officers, directors, employees, attorneys, accountants, advisors,
      representatives and agents of a Person.

    


    “SEC”
      means
      the Securities and Exchange Commission.

    


    “Securities
      Act”
      means
      the Securities Act of 1933, as amended.

    


    “Working
      Capital Contribution”
      shall
      have the meaning given to it in the Operating Agreement.

     

    1.2 Index
      of Other Defined Terms.  In
      addition to those terms defined above, the following terms shall have the
      respective meanings given thereto in the sections indicated below:

     

    
      
        	Defined
                Term                            Section	
                Page

              	 	 
	
                ”Agreement”
                  Preamble,

              	
                3

              	
                ”Patriot
                  Indemnitees” 9.2,

              	
                20

              
	
                ”Closing
                  Date” 2.6,

              	
                9

              	
                ”Patriot
                  License to Intel” Recitals,

              	
                4

              
	
                ”Closing”
                  2.6,

              	
                8

              	
                ”Patriot
                  Rights Holders” Recitals,

              	
                3

              
	
                ”Commercialization
                  Agreement” Recitals,

              	
                3

              	
                ”Patriot/TPL
                  Indemnitees” 9.3,

              	
                20

              
	
                ”Consent
                  and Release Agreement” Recitals

              	
                4

              	
                ”Patriot”
                  Preamble,

              	
                3

              
	
                ”Consent
                  and Release Consideration” 2.7(f)

              	
                9

              	
                ”P-Newco”
                  Recitals,

              	
                4

              
	
                ”Escrow
                  Account” Recitals,

              	
                3

              	
                ”Proceedings”
                  3.7,

              	
                11

              
	
                ”Escrow
                  Agreement” Recitals,

              	
                3

              	
                ”Registration
                  Rights Agreement” Recitals,

              	
                3

              
	
                ”Grant”
                  Recitals,

              	
                4

              	
                ”Stipulated
                  Final Judgment” Recitals,

              	
                4

              
	
                ”Intel
                  Parties” 11.13,

              	
                27

              	
                ”Termination
                  Date” 10.1,

              	
                22

              
	
                ”Intel”
                  Recitals,

              	
                4

              	
                ”T-Newco”
                  Recitals,

              	
                4

              
	
                ”Merger
                  Agreement” Recitals,

              	
                4

              	
                ”TPL
                  Indemnitees” 9.1,

              	
                19

              
	
                ”Moore”
                  Preamble,

              	
                3

              	
                ”TPL”
                  Preamble,

              	
                3

              
	
                ”MSD
                  Patents” Recitals,

              	
                3

              	
                ”Trade
                  Secrets Litigation” Recitals,

              	
                4

              
	
                ”Newco
                  Licenses” Recitals,

              	
                4

              	”Warrant”
                Recitals, 	3
	
                ”Operating
                  Agreement” Recitals,

              	
                3

              	 	 


      

    

     

    ARTICLE
      II

    THE
      TRANSACTIONS

     

    2.1 Execution
      of Ancillary Agreements.
      As soon
      as possible after the date hereof, and in any event not later than the Closing
      Date, Patriot, TPL, Moore and P-Newco shall enter into the following agreements,
      as the case may be:

    


    (a) Patriot
      and TPL shall enter into the Operating Agreement;

    


    (b) Patriot,
      TPL and P-Newco shall enter into the Commercialization Agreement;

    


    (c) Patriot
      and TPL shall enter into the Warrant and the Registration Rights
      Agreement;

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (d) Patriot,
      TPL and Premier Trust, Inc. as the Escrow Agent shall enter into the Escrow
      Agreement to facilitate the transactions contemplated hereby.

     

    2.2 Formation
      of Delaware Limited Liability Companies.
      As soon
      as possible, and to effect the transactions contemplated hereby:

    


    (a) Patriot
      will form P-Newco, a wholly owned Delaware limited liability company,
      and

    


    (b) TPL
      will
      form T-Newco, a wholly owned Delaware limited liability company.

     

    2.3 Patriot
      License to Intel.
      Patriot
      has entered into the Patriot License to Intel.

     

    2.4 Stipulated
      Final Judgment.
      As soon
      as possible after the date hereof, Patriot, TPL and Moore shall enter into
      the
      Stipulated Final Judgment and file it promptly thereafter with the
      court.

     

    2.5 Delivery
      of Intel Proceeds.
      As soon
      as possible after the date hereof, TPL shall request that Intel deliver all
      of
      the unpaid Milestone Payments (as defined in the Intel Patent License Agreement)
      pursuant to Section
      3.2
      of the
      Intel Patent License Agreement to the account set forth on Exhibit A to the
      Escrow Agreement, and the rights of Patriot and TPL with regard to the Milestone
      Payments shall thereafter be as set forth in the Escrow Agreement.

     

    2.6 Closing.
      The
      closing (the “Closing”)
      of the
      transactions contemplated by this Agreement shall take place at the offices
      of
      Gibson, Dunn & Crutcher LLP, 333 South Grand Avenue, Los Angeles,
      California 90071, on June 14, 2005 or, if the conditions to Closing set
      forth in Article VIII
      (other
      than conditions that by their terms can only be satisfied on the Closing Date)
      have not been satisfied or waived by such date, then on the second Business
      Day
      after the last of the conditions to Closing set forth in Article VIII
      (other
      than conditions that by their terms can only be satisfied on the Closing Date)
      have been satisfied or waived by the party entitled to waive the same or on
      any
      such other date as to which TPL and Patriot may mutually agree in writing (the
      “Closing
      Date”).

     

    2.7 Actions
      at Closing.
      At
      Closing:

    


    (a) Each
      of
      Patriot and TPL shall deliver to the other party executed copies of this
      Agreement, the Escrow Agreement, the Operating Agreement, the Commercialization
      Agreement, the Newco Licenses, the Merger Agreement, and the Grant attached
      as
Exhibit 1
      to the
      Commercialization Agreement;

    


    (b) The
      Certificate of Merger shall be filed with the Secretary of State of the State
      of
      Delaware;

    


    (c) The
      officer’s certificates contemplated by Sections 8.2(a)(iii)
      and
8.3(a)(iii)
      shall be
      delivered by Patriot and TPL, respectively;

    


    (d) Patriot
      shall deliver to TPL the Consent and Release Agreements executed by all of
      the
      Patriot Rights Holders;

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (e) TPL
      will
      cause One Million Dollars ($1,000,000) of TPL’s funds in the Escrow Account, and
      Patriot will cause at least One Million Dollars ($1,000,000) of Patriot’s funds
      in the Escrow Account, to be paid in cash at Closing to the Patriot Rights
      Holders set forth on Schedule 2 pursuant to the terms of the Escrow
      Agreement (the “Consent and Release Consideration”);

    


    (f) TPL
      will
      cause Two Million Dollars ($2,000,000) of TPL’s funds in the Escrow Account to
      be contributed in cash at Closing to P-Newco as TPL’s first installment of the
      Working Capital Contribution;

    


    (g) Patriot
      will cause Two Million Dollars ($2,000,000) of Patriot’s funds in the Escrow
      Account to be contributed in cash at Closing to P-Newco as Patriot’s first
      installment of the Working Capital Contribution; and

    


    (h) TPL
      shall
      cause all Net Cash Proceeds generated pursuant to Section 7.2(b),
      if any,
      to be paid to P-Newco.

    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF PATRIOT

    


    As
      an
      inducement to TPL to enter into this Agreement and to consummate the
      transactions contemplated herein, Patriot hereby represents and warrants to
      TPL
      that:

     

    3.1 Corporate
      Existence and Power.
      Patriot
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware and has all corporate power to enter into this
      Agreement and consummate the transactions contemplated hereby.

     

    3.2 Authorization.
      The
      execution, delivery and performance by Patriot of this Agreement and the
      consummation by Patriot of the transactions contemplated hereby are within
      the
      corporate powers of Patriot and have been duly authorized by all necessary
      corporate action on the part of Patriot. This Agreement has been duly and
      validly executed by Patriot and constitutes the legal, valid and binding
      agreement of Patriot, enforceable against Patriot in accordance with its terms,
      except as may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or similar laws affecting creditors’ rights generally and subject to
      general principles of equity.

     

    3.3 Governmental
      Authorization.
      The
      execution, delivery and performance by Patriot of this Agreement require no
      action by, consent or approval of, or filing with, any Governmental Authority
      other than any actions, consents, approvals or filings otherwise expressly
      referred to in this Agreement.

     

    3.4 Non-Contravention.
      The
      execution, delivery and performance by Patriot of this Agreement does not
      (a) contravene or conflict with the certificate of incorporation or bylaws
      of Patriot, a true and correct copy of each of which has been delivered to
      TPL;
      (b) contravene or constitute a default or breach under any material
      agreement to which Patriot is a party; (c) contravene or conflict with or
      constitute a violation of any provision of any Applicable Law binding upon
      or
      applicable to Patriot; or (d) result in the creation or imposition of any
      Lien on the MSD Patents.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    3.5 Absence
      of Certain Changes or Events.

    


    (a) Except
      as
      set forth on Schedule 3.5(a),
      as of
      the date hereof there has not been any change, circumstance, event or
      proceedings against Patriot that could reasonably be expected to result in
      a
      Material Adverse Effect.

    


    (b) Except
      as
      set forth on Schedule 3.5(b),
      and
      except as otherwise contemplated by or disclosed in this Agreement, Patriot
      has
      not entered into any contract or agreement in respect of the MSD
      Patents.

     

    3.6 Intellectual
      Property.

    


    (a) Except
      as
      set forth on Schedule 3.6(a),
      Patriot
      owns exclusively all right, title and interest in and to the MSD Patents, free
      and clear of any and all Liens, encumbrances or other adverse ownership claims,
      and Patriot has not received any notice or claim challenging Patriot’s ownership
      of the MSD Patents or suggesting that any Person, other than TPL and Moore,
      has
      any claim of legal or beneficial ownership with respect thereto, nor, to
      Patriot’s knowledge, is there a reasonable basis for any claim that Patriot does
      not have such good and valid title to the MSD Patents.

    


    (b) To
      the
      knowledge of Patriot, the MSD Patents are valid, enforceable and subsisting.
      Except as disclosed in Schedule 3.6(b),
      Patriot
      has not received any notice or claim challenging or questioning the validity
      or
      enforceability of the MSD Patents or indicating an intention on the part of
      any
      Person to bring a claim that the MSD Patents are invalid or unenforceable or
      have been misused, and to Patriot’s knowledge no reasonable basis exists for any
      such claim.

    


    (c) To
      the
      knowledge of Patriot (i) Patriot has not taken any action or failed to take
      any
      action (including the manner in which it has conducted its business, or used
      or
      enforced, or failed to use or enforce, the MSD Patents) that would result in
      the
      abandonment, cancellation, forfeiture, relinquishment, invalidation or
      unenforceability of the MSD Patents and (ii) subsequent to the acquisition
      of
      its interest therein, Patriot has timely paid all filing, examination, issuance,
      post registration and maintenance fees, annuities and the like associated with
      or required with respect to the MSD Patents.

    


    (d) To
      the
      knowledge of Patriot, none of the activities or operations of Patriot with
      respect to the MSD Patents infringes upon, misappropriates, violates, dilutes
      or
      constitutes the unauthorized use of any rights, interests, or property of any
      third party. Patriot has not received any notice or claim asserting or
      suggesting that any such infringement, misappropriation, violation, dilution
      or
      unauthorized use is or may be occurring or has or may have occurred, nor, to
      Patriot’s knowledge, is there any reasonable basis therefor. The MSD Patents are
      not subject to any outstanding order, judgment, decree or stipulation
      restricting the use, sale, transfer, assignment or licensing thereof by Patriot
      to any Person.

     

    3.7 Litigation.
      Except
      as disclosed in Schedule 3.7
      (i) there
      are no actions, suits, claims, hearings, arbitrations, proceedings (public
      or
      private) or governmental investigations that have been brought by or against
      any
      Governmental Authority or any other Person (collectively, “Proceedings”)
      pending or, to the knowledge of Patriot, threatened, against or by Patriot
      or
      the MSD Patents or which seek to enjoin or rescind the transactions contemplated
      by this Agreement, nor, to the knowledge of Patriot, is there any valid basis
      for any such Proceedings; and (ii) there are no existing orders, judgments
      or decrees of any Governmental Authority naming Patriot as an affected party
      or
      otherwise affecting the MSD Patents or the performance by Patriot of the
      transactions contemplated by this Agreement, nor, to the knowledge of Patriot,
      is there any valid basis for any such order, judgment or decree.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    3.8 Advisory
      Fees.
      Except
      as set forth in Schedule 3.8,
      there
      is no investment banker, broker, finder or other intermediary or advisor that
      has been retained by or is authorized to act on behalf of Patriot who is
      entitled to any fee, commission or reimbursement of expenses from Patriot,
      TPL
      or any of their respective Representatives upon consummation of the transactions
      contemplated by this Agreement or otherwise.

     

    3.9 Bulk
      Sales.
      There
      are no bulk sales statutes or laws applicable to Patriot or the MSD Patents
      in
      connection with the consummation of the transactions contemplated by this
      Agreement.

    


    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF TPL

    


    As
      an
      inducement to Patriot to enter into this Agreement and to consummate the
      transactions contemplated herein, TPL hereby represents and warrants to Patriot
      that:

     

    4.1 Organization
      and Existence.
      TPL is
      a corporation duly incorporated, validly existing and in good standing under
      the
      laws of the State of California and has all corporate power to enter into this
      Agreement and consummate the transactions contemplated hereby.

     

    4.2 Corporate
      Authorization.
      The
      execution, delivery and performance by TPL of this Agreement and the
      consummation by TPL of the transactions contemplated hereby are within the
      corporate powers of TPL and have been duly authorized by all necessary corporate
      action on the part of TPL. This Agreement has been duly and validly executed
      by
      TPL and constitutes the legal, valid and binding agreement of TPL, enforceable
      in accordance with its terms, except as may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and subject to general principles of equity.

     

    4.3 Governmental
      Authorization.
      The
      execution, delivery and performance by TPL of this Agreement require no action
      by, consent or approval of, or filing with, any Governmental Authority other
      than any actions, consents, approvals or filings otherwise expressly referred
      to
      in this Agreement.

     

    4.4 Non-Contravention.
      The
      execution, delivery and performance by TPL of this Agreement does not
      (a) contravene or conflict with the certificate of incorporation or bylaws
      of TPL, a true and correct copy of each of which has been delivered to Patriot;
      (b) contravene or constitute a default or breach under any material
      agreement to which TPL is a party; (c) contravene or conflict with or
      constitute a violation of any provision of any Applicable Law binding upon
      or
      applicable to TPL; or (d) result in the creation or imposition of any Lien
      on the MSD Patents.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    4.5 Absence
      of Certain Changes or Events.

     

    (a) Except
      as
      set forth on Schedule 4.5(a),
      as of
      the date hereof there has not been any change, circumstance, event or
      proceedings against TPL that could reasonably be expected to result in a
      Material Adverse Effect.

    


    (b) Except
      as
      set forth on Schedule 4.5(b),
      and
      except as otherwise contemplated by or disclosed in this Agreement, TPL has
      not
      entered into any contract or agreement in respect of the MSD
      Patents.

     

    4.6 Intellectual
      Property.

    


    (a) TPL
      has a
      valid and subsisting license to the MSD Patents from Moore. Except as disclosed
      on Schedule 4.6(a),
      TPL has
      not received any notice or claim challenging TPL’s rights with respect to the
      MSD Patents or suggesting that any Person, other than Patriot and Moore, has
      any
      claim of legal or beneficial ownership with respect thereto, nor, to TPL’s
      knowledge, is there a reasonable basis for any such claim.

    


    (b) To
      the
      knowledge of TPL, the MSD Patents are valid, enforceable and subsisting. Except
      as disclosed on Schedule 4.6(b),
      TPL has
      not received any notice or claim challenging or questioning the validity or
      enforceability of the MSD Patents or indicating an intention on the part of
      any
      Person to bring a claim that the MSD Patents are invalid or unenforceable or
      have been misused, and to TPL’s knowledge no reasonable basis exists for any
      such claim.

    


    (c) To
      the
      knowledge of TPL, TPL has not taken any action or failed to take any action
      (including the manner in which it has conducted its business, or used or
      enforced, or failed to use or enforce, the MSD Patents) that would result in
      the
      abandonment, cancellation, forfeiture, relinquishment, invalidation or
      unenforceability of the MSD Patents.

    


    (d) To
      the
      knowledge of TPL, none of the activities or operations of TPL with respect
      to
      the MSD Patents infringes upon, misappropriates, violates, dilutes or
      constitutes the unauthorized use of any rights, interests, or property of any
      third party. TPL has not received any notice or claim asserting or suggesting
      that any such infringement, misappropriation, violation, dilution or
      unauthorized use is or may be occurring or has or may have occurred, nor, to
      TPL’s knowledge, is there any reasonable basis therefor. To the knowledge of
      TPL, the MSD Patents are not subject to any outstanding order, judgment, decree
      or stipulation restricting the use, sale, transfer, assignment or licensing
      thereof by TPL to any Person.

     

    4.7 Litigation.
      Except
      as disclosed on Schedule 4.7
      (i) there
      are no Proceedings pending or, to the knowledge of TPL, threatened, against
      or
      by TPL or the MSD Patents or which seek to enjoin or rescind the transactions
      contemplated by this Agreement, nor, to the knowledge of TPL, is there any
      valid
      basis for any such Proceedings; and (ii) there are no existing orders,
      judgments or decrees of any Governmental Authority naming TPL as an affected
      party or otherwise affecting the MSD Patents or the performance by TPL of the
      transactions contemplated by this Agreement, nor, to the knowledge of TPL,
      is
      there any valid basis for any such order, judgment or decree.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    4.8 Advisory
      Fees.
      Except
      as set forth on Schedule 4.8,
      there
      is no investment banker, broker, finder or other intermediary or advisor that
      has been retained by or is authorized to act on behalf of TPL who is entitled
      to
      any fee, commission or reimbursement of expenses from TPL, Patriot or any of
      their respective Representatives upon consummation of the transactions
      contemplated by this Agreement or otherwise.

     

    4.9 Bulk
      Sales.
      There
      are no bulk sales statutes or laws applicable to TPL or the MSD Patents in
      connection with the consummation of the transactions contemplated by this
      Agreement.

    


    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF MOORE

     

    5.1 Authorization.
      This
      Agreement has been duly and validly executed by Moore and constitutes the legal,
      valid and binding agreement of Moore, enforceable against Moore in accordance
      with its terms, except as may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting creditors’ rights generally
      and subject to general principles of equity.

     

    5.2 Governmental
      Authorization.
      The
      execution, delivery and performance by Moore of this Agreement require no action
      by, consent or approval of, or filing with, any Governmental Authority other
      than any actions, consents, approvals or filings otherwise expressly referred
      to
      in this Agreement.

     

    5.3 Non-Contravention.
      The
      execution, delivery and performance by Moore of this Agreement does not:
      (a) contravene or constitute a default or breach under any material
      agreement to which Moore is a party; (b) contravene or conflict with or
      constitute a violation of any provision of any Applicable Law binding upon
      or
      applicable to Moore; or (c) result in the creation or imposition of any
      Lien on the MSD Patents.

     

    5.4 Absence
      of Certain Changes or Events.

    


    (a) Except
      as
      set forth on Schedule 5.4(a),
      as of
      the date hereof there has not been any change, circumstance, event or
      proceedings against Moore that could reasonably be expected to result in a
      Material Adverse Effect.

    


    (b) Except
      as
      set forth on Schedule 5.4(b),
      and
      except as otherwise contemplated by or disclosed in this Agreement, Moore has
      not entered into any contract or agreement in respect of the MSD
      Patents.

     

    5.5 Intellectual
      Property.

    


    (a) Except
      as
      set forth on Schedule 5.5(a),
      Moore
      owns exclusively all right, title and interest in and to the MSD Patents, free
      and clear of any and all Liens, encumbrances or other adverse ownership claims,
      and Moore has not received any notice or claim challenging Moore’s ownership of
      the MSD Patents or suggesting that any Person, other than TPL and Moore, has
      any
      claim of legal or beneficial ownership with respect thereto, nor, to Moore’s
      knowledge, is there a reasonable basis for any claim that Moore does not have
      such good and valid title to the MSD Patents.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (b) To
      the
      knowledge of Moore, the MSD Patents are valid, enforceable and subsisting.
      Except as disclosed on Schedule 5.5(b),
      Moore
      has not received any notice or claim challenging or questioning the validity
      or
      enforceability of the MSD Patents or indicating an intention on the part of
      any
      Person to bring a claim that the MSD Patents are invalid or unenforceable or
      have been misused, and to Moore’s knowledge no reasonable basis exists for any
      such claim.

    


    (c) To
      the
      knowledge of Moore (i) Moore has not taken any action or failed to take any
      action (including the manner in which it has conducted his business, or used
      or
      enforced, or failed to use or enforce, the MSD Patents) that would result in
      the
      abandonment, cancellation, forfeiture, relinquishment, invalidation or
      unenforceability of the MSD Patents and (ii) Moore has timely paid all filing,
      examination, issuance, post registration and maintenance fees, annuities and
      the
      like associated with or required with respect to the MSD Patents.

    


    (d) To
      the
      knowledge of Moore, none of the activities or operations of Moore with respect
      to the MSD Patents infringes upon, misappropriates, violates, dilutes or
      constitutes the unauthorized use of any rights, interests, or property of any
      third party. Moore has not received any notice or claim asserting or suggesting
      that any such infringement, misappropriation, violation, dilution or
      unauthorized use is or may be occurring or has or may have occurred, nor, to
      Moore’s knowledge, is there any reasonable basis therefor. The MSD Patents are
      not subject to any outstanding order, judgment, decree or stipulation
      restricting the use, sale, transfer, assignment or licensing thereof by Moore
      to
      any Person.

     

    5.6 Litigation.
      Except
      as disclosed on Schedule 5.6
      (i) there
      are no Proceedings pending or, to the knowledge of Moore, threatened, against
      or
      by Moore or the MSD Patents or which seek to enjoin or rescind the transactions
      contemplated by this Agreement, nor, to the knowledge of Moore, is there any
      valid basis for any such Proceedings; and (ii) there are no existing
      orders, judgments or decrees of any Governmental Authority naming Moore as
      an
      affected party or otherwise affecting the MSD Patents or the performance by
      Moore of the transactions contemplated by this Agreement, nor, to the knowledge
      of Moore, is there any valid basis for any such order, judgment or
      decree.

     

    5.7 Advisory
      Fees.
      Except
      as set forth on Schedule 5.7,
      there
      is no investment banker, broker, finder or other intermediary or advisor that
      has been retained by or is authorized to act on behalf of Moore who is entitled
      to any fee, commission or reimbursement of expenses from Patriot, TPL or any
      of
      their respective Representatives upon consummation of the transactions
      contemplated by this Agreement or otherwise.

    


    ARTICLE
      VI

    COVENANTS
      OF PATRIOT

     

    6.1 Court
      Approval of Stipulated Final Judgment.
      Patriot
      shall use its reasonable best efforts to obtain court approval of the Stipulated
      Final Judgment as soon as possible after the date hereof.

     

    6.2 Retention
      of Rights; No Action With Respect to the MSD Patents.
      Patriot
      and TPL shall retain all of their respective rights with respect to the MSD
      Patents, except those rights to the MSD Patents transferred by Patriot and
      TPL
      to P-Newco pursuant to the Newco Licenses and the Merger Agreement. From the
      date hereof until the termination of the Commercialization 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Agreement,
      neither Patriot nor any of its Representatives shall take any action with
      respect to those matters concerning which TPL is authorized to act on behalf
      of
      the parties pursuant to the Commercialization Agreement and the Grant referred
      to therein, including, but not limited to, contacting, pursuing litigation
      against, or entering into discussions or negotiations with potential infringers,
      entering into license agreements, settlement agreements, or other similar
      agreements with respect to the MSD Patents, or selling or otherwise transferring
      any interest in the MSD Patents. Notwithstanding the foregoing, subject to
      Section
      7.7,
      Patriot
      shall be entitled to take all actions contemplated by Section 7.1
      of this
      Agreement. From the termination of the Commercialization Agreement until one
      year from the date thereof, Patriot shall not contact or enter into discussions
      or negotiations with, or enter into license agreements, settlement agreements,
      or other similar agreements with respect to the MSD Patents, or pursue any
      litigation or other dispute resolution involving claims related to the MSD
      Patents with regard to any potential licensee with whom TPL is engaged in active
      negotiations at the time of the termination of the Commercialization Agreement
      and identified in writing by TPL within five (5) days after such
      termination.

    


    ARTICLE
      VII

    COVENANTS
      OF ALL PARTIES

     

    7.1 Protection
      and Maintenance of the MSD Patents.
      Subject
      to Section
      7.7,
      Patriot, TPL and Moore, as well as each of Patriot’s and TPL’s appointees to
      P-Newco’s Management Committee, shall use their respective best efforts to
      protect and maintain the MSD Patents, including taking all actions necessary
      to
      maintain the effectiveness of the MSD Patents.

     

    7.2 Commercialization
      Program.

    


    (a) From
      the
      date hereof, TPL shall use its commercially reasonable best efforts to pursue
      the commercialization program on behalf of P-Newco, substantially in the manner
      contemplated by the Commercialization Agreement, with all proceeds therefrom
      to
      be allocated among the parties consistent with the terms of the
      Commercialization Agreement and the Operating Agreement, and Patriot and Moore
      shall provide all reasonable assistance and cooperation with respect
      thereto.

    


    (b) Upon
      receipt of any proceeds in connection with TPL’s commercialization efforts
      pursuant to Section 7.2(a)
      between
      the date hereof and the earlier of (i) the Termination Date and (ii) the
      Closing, TPL shall cause all Net Cash Proceeds generated as a result thereof
      to
      be paid to P-Newco at the Closing to be retained and/or distributed by P-Newco
      pursuant to the terms of the Operating Agreement.

    


    (c) From
      the
      date hereof until the earlier of (i) the Termination Date and (ii) the Closing,
      TPL agrees to provide Patriot prompt notice upon (A) execution of any agreements
      relating to the MSD Patents, and (B) receipt by P-Newco of any funds
      therefrom.

     

    7.3 Further
      Assurances.
      TPL,
      Patriot and Moore agree to execute and deliver such other documents,
      certificates, agreements and other writings and to take such other actions
      as
      may be reasonably necessary or desirable in order to consummate or implement
      expeditiously the transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    7.4 Certain
      Filings.
      TPL and
      Patriot shall cooperate with one another in determining whether any action
      by or
      in respect of, or filing with, any Governmental Authority is required or
      reasonably appropriate, or any action, consent, approval or waiver from any
      party to any contract is required or reasonably appropriate, in connection
      with
      the consummation of the transactions contemplated by this Agreement. Subject
      to
      the terms and conditions of this Agreement, in taking such actions or making
      any
      such filings, the parties hereto shall furnish information required in
      connection therewith and seek timely to obtain any such actions, consents,
      approvals or waivers.

     

    7.5 Notification.
      Patriot, TPL and Moore will promptly:

    


    (a) notify
      the other parties in writing if it or he becomes aware of any action, event,
      condition or circumstance, or group of actions, events, conditions or
      circumstances, that results in, or could reasonably be expected to result in,
      a
      Material Adverse Effect;

    


    (b) notify
      the other parties in writing of the commencement of any Proceeding by or against
      it or him, or of becoming aware of any claim, action, suit, inquiry, proceeding,
      notice of violation, demand letter, subpoena, government audit or disallowance
      that could be expected to result in a Proceeding by or against it or him;
      and

    


    (c) notify
      the other parties in writing of the occurrence of any breach by it or him of
      any
      representation or warranty, or any covenant or agreement, contained in this
      Agreement.

     

    7.6 Public
      Announcements.
      From
      the date hereof until the earlier of the Termination Date or the termination
      of
      the Commercialization Agreement, TPL and Patriot agree to consult with each
      other before (a) issuing any press release, (b) making any public statement
      with
      respect to this Agreement or the transactions contemplated hereby (including,
      without limitation, with respect to the consideration to be paid pursuant to
      this Agreement or any license agreement pursuant to the Commercialization
      Agreement), or (c) making any SEC filing, and, except as may be required by
      Applicable Law, will not issue any such press release or public statement
      without the prior consent of the other party hereto. In the event a party
      determines that a public statement is required by Applicable Law, prior to
      making such statement or filing it shall provide to the other party a copy
      of
      such proposed statement or filing at least two Business Days prior to making
      such statement or filing and shall make such changes as may be reasonably
      requested by the other party. With respect to any SEC filing pursuant to
      Patriot’s obligations under the Exchange Act or otherwise, Patriot shall give
      TPL at least five Business Days advance notice of such filing (except to the
      extent compliance with applicable law shall require a shorter period of advance
      notice), and shall provide TPL a copy of the proposed filing for TPL’s review
      and comment, including all exhibits thereto, for purposes of determining whether
      to make a confidential treatment request with respect to any exhibit related
      to
      the transactions contemplated by this Agreement. Patriot agrees to make all
      requests for confidential treatment reasonably requested by TPL and consult
      with
      TPL regarding the requirement to make such a filing. Notwithstanding the
      foregoing, the parties may, on a confidential basis, advise and release
      information regarding the existence and content of this Agreement or the
      transactions contemplated hereby to their Representatives in connection with
      or
      related to the transactions contemplated by this Agreement.

     

    7.7 No
      Interference.
      From
      the date hereof through the earlier of the Termination Date or the termination
      of the Commercialization Agreement, Patriot, Moore and P-Newco shall each avoid
      and refrain from any and all activity of any kind or nature which may impede,
      impair, frustrate or otherwise interfere with the activities of TPL in the
      execution of the commercialization program contemplated by the Commercialization
      Agreement, and shall:

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (a) Exert
      their respective reasonable best efforts to impose the covenants of this
      Agreement, the Commercialization Agreement, and the transactions contemplated
      hereby and thereby on their respective affiliates or Representatives;
      and

    


    (b) Be
      responsible hereunder for each and every failure in the good and faithful
      performance of this Agreement and the Commercialization Agreement by themselves
      and/or their respective affiliates or Representatives (other than
      TPL).

     

    7.8 No
      Transfer.
      From
      the date hereof until one year after the termination of the Commercialization
      Agreement, with the exception of the agreements and transactions entered into
      pursuant to the commercialization program contemplated by the Commercialization
      Agreement, Patriot, P-Newco, TPL and Moore 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 without the written consent
      of all parties hereto, other than to entities which (a) are owned and controlled
      by the transferring Person and (b) agree to be bound by this Section
      7.8,
      or (c)
      in the case of Moore, pursuant to a living trust, will or other estate planning
      device, or via intestate succession, provided however that any transferee of
      Moore’s interest in the MSD Patents under this Section 7.8(c)
      shall
      agree to be bound by this Section 7.8.
      Any
      transfer pursuant to this Section 7.8
      shall be
      subject to existing licenses in respect of the MSD Patents.

     

    7.9 Litigation
      Cooperation.
      Patriot, P-Newco and Moore agree to cooperate in any litigation with respect
      to
      the MSD Patents, including providing any reasonable assistance in connection
      with such litigation or joining as a party thereto, as requested by
      TPL.

    


    ARTICLE
      VIII

    CONDITIONS
      TO CLOSING

     

    8.1 Conditions
      to Obligations of Each Party.
      The
      obligations of each of TPL and Patriot to consummate the Closing are subject
      to
      the satisfaction of each of the following conditions:

    


    (a) The
      transactions contemplated by this Agreement and the consummation of the Closing
      shall not violate any Applicable Law. No temporary restraining order,
      preliminary or permanent injunction, cease and desist order or other order
      issued by any court of competent jurisdiction or any competent Governmental
      Authority or any other legal restraint or prohibition preventing the
      transactions contemplated by this Agreement, or imposing Damages in respect
      thereto, shall be in effect, and there shall be no pending or threatened actions
      or proceedings by any Governmental Authority (or determinations by any
      Governmental Authority).

    


    (b) Patriot,
      TPL and Moore shall have agreed on and selected the Independent Manager (as
      defined in the Operating Agreement) for P-Newco, and the first Annual Business
      Plan for P-Newco shall have been approved.

    


    (c) Intel
      shall have disbursed to the Escrow Account all unpaid Milestone Payments (as
      defined in the Intel Patent License Agreement) set forth in Section 3.2
      of the
      Intel Patent License Agreement.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    8.2 Conditions
      to Obligations of TPL.
      The
      obligations of TPL to consummate the Closing are subject to the satisfaction
      of
      each of the following conditions:

    


    (a) (i)
      Patriot shall have complied with, performed and satisfied each of its agreements
      and covenants contained herein and required to be performed and satisfied by
      it
      on or prior to the Closing, (ii) each of the representations and warranties
      of
      Patriot contained in this Agreement, or in any certificate or document delivered
      to TPL pursuant hereto, shall have been true and correct in all material
      respects when made and shall contain no misstatement or omission that would
      make
      any such representation or warranty materially misleading when made and shall
      be
      true and correct in all material respects on, and contain no misstatement or
      omissions that would make any such representation or warranty materially
      misleading at and as of the Closing with the same force and effect as if made
      as
      of the Closing except for those representations and warranties which address
      matters only as of a particular date (which shall remain true and correct as
      of
      such particular date), and (iii) TPL shall have received certificates
      signed by a duly authorized executive officer of Patriot to the foregoing effect
      and to the effect that the conditions specified within this Section 8.2
      have
      been satisfied.

    


    (b) This
      Agreement, the Escrow Agreement, the Merger Agreement, the Operating Agreement,
      the Commercialization Agreement, the Warrant, the Registration Rights Agreement,
      and the Stipulated Final Judgment shall have been executed and delivered by
      Patriot, Moore and P-Newco, as applicable.

    


    (c) The
      Stipulated Final Judgment shall have been executed by Patriot and delivered
      to
      TPL, with such changes as may be requested by the court.

    


    (d) The
      Trade
      Secrets Litigation shall have been dismissed without prejudice.

     

    8.3 Conditions
      to Obligations of Patriot.
      The
      obligations of Patriot to consummate the Closing are subject to the satisfaction
      of each of the following conditions:

    


    (a) (i)
      TPL
      shall have complied with, performed and satisfied each of its agreements and
      covenants contained herein and required to be performed and satisfied by it
      on
      or prior to the Closing, (ii) each of the representations and warranties of
      TPL
      contained in this Agreement, or in any certificate or document delivered to
      Patriot pursuant hereto, shall have been true and correct in all material
      respects when made and shall contain no misstatement or omission that would
      make
      any such representation or warranty materially misleading when made and shall
      be
      true and correct in all material respects on, and contain no misstatement or
      omissions that would make any such representation or warranty materially
      misleading at and as of the Closing with the same force and effect as if made
      as
      of the Closing except for those representations and warranties which address
      matters only as of a particular date (which shall remain true and correct as
      of
      such particular date), and (iii) Patriot shall have received certificates
      signed by a duly authorized executive officer of TPL to the foregoing effect
      and
      to the effect that the conditions specified within this Section 8.3
      have
      been satisfied.

    


    (b) This
      Agreement, the Escrow Agreement, the Merger Agreement, the Operating Agreement,
      the Commercialization Agreement, and the Stipulated Final Judgment shall have
      been executed and delivered by TPL, Moore and P-Newco, as
      applicable.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (c) The
      Infringement Litigation involving Intel and Patriot shall have been dismissed
      with prejudice.

    


    ARTICLE
      IX

    INDEMNIFICATION

    9.1 Patriot
      Agreement to Indemnify.
      Patriot
      shall indemnify and hold harmless TPL and Moore and their respective affiliates
      and Representatives (collectively, the “TPL
      Indemnitees”)
      in
      respect of any and all Damages which any of the TPL Indemnitees may incur or
      sustain, or to which any of the TPL Indemnitees may be subjected, as a result
      of:

    


    (a) any
      inaccuracy or misrepresentation in or breach of any representation or warranty
      contained in this Agreement;

    


    (b) any
      breach by Patriot of any covenant or agreement to be performed by
      Patriot;

    


    (c) any
      Proceeding brought by any Person, based upon or arising from actions of Patriot
      prior or subsequent to the date hereof, including without limitation: (i) any
      public disclosure made by Patriot, or any omission by Patriot to disclose,
      in
      any filing with the SEC, press release, prospectus or any oral or written
      communication; (ii) any alleged breach by Patriot or any of Patriot’s officers,
      directors, employees or agents of any duty to holders of Patriot Common Stock
      or
      any other Patriot securities, or right or agreement to purchase Patriot Common
      Stock or any other Patriot securities; or (iii) any actions of Patriot or any
      predecessor in interest to Patriot with respect to the MSD Patents (or any
      actual or alleged agreement pertaining thereto); provided, however, that this
      Section 9.1(c)
      shall
      not apply to Proceedings related to actions taken by Patriot in good faith
      pursuant to this Agreement and the agreements contemplated hereby;

    


    (d) any
      Proceeding brought by any current or former affiliate, Representative,
      stockholder, creditor or stakeholder of Patriot based upon or arising from
      the
      negotiation or consummation of the transactions contemplated by this Agreement,
      including without limitation any action brought by Russell Fish, the law firm
      of
      Beatie & Osborn LLP or any of its partners, members, associates, or
      employees, Russell H. Beatie, Daniel A. Osborn, John E. Lynch or Willis E.
      Higgins; or

    


    (e) any
      Taxes
      of Patriot.

     

    9.2 TPL
      Agreement to Indemnify.
      TPL
      shall indemnify and hold harmless Patriot and its Representatives (collectively,
      the “Patriot Indemnitees“) in respect of any and all Damages which any of the
      Patriot Indemnitees may incur or sustain, or to which any of the Patriot
      Indemnitees may be subjected, as a result of:

    


    (a) any
      inaccuracy or misrepresentation in or breach of any representation or warranty
      contained in this Agreement;

    


    (b) any
      breach by TPL of any covenant or agreement to be performed by TPL;

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    (c) any
      Damages in connection with any Proceeding brought by any Person, other than
      Patriot’s current or former Representatives, based upon or arising from actions
      of TPL prior or subsequent to the date hereof, including without limitation,
      any
      actions of TPL or any predecessor in interest to TPL with respect to the MSD
      Patents (or any actual or alleged agreement pertaining thereto); provided,
      however, that this Section 9.2(c)
      shall
      not apply to Proceedings related to actions taken by TPL in good faith pursuant
      to this Agreement and the agreements contemplated hereby; or

    


    (d) any
      Taxes
      of TPL.

     

    9.3 Moore
      Agreement to Indemnify.
      Moore
      shall indemnify and hold harmless Patriot and TPL and their respective
      affiliates or Representatives (collectively, the “Patriot/TPL
      Indemnitees”)
      in
      respect of any and all Damages which any of the Patriot/TPL Indemnitees may
      incur or sustain, or to which any of the Patriot/TPL Indemnitees may be
      subjected, as a result of:

    


    (a) any
      inaccuracy or misrepresentation in or breach of any representation or warranty
      contained in Article V of this Agreement; or

    


    (b) any
      breach by Moore of any covenant or agreement to be performed by
      Moore.

     

    9.4 Survival
      of Representations, Warranties and Covenants.
      All
      representations, warranties, covenants, agreements and obligations of each
      Indemnifying Party contained in this Agreement and all claims of any TPL
      Indemnitee or Patriot Indemnitee in respect of any breach of any representation,
      warranty, covenant, agreement or obligation of any Indemnifying Party contained
      in this Agreement, shall survive the Closing and all due diligence performed
      by
      the respective parties.

     

    9.5 Claims
      for Indemnification.
      If any
      Indemnitee shall believe that such Indemnitee is entitled to indemnification
      pursuant to this Article IX
      in
      respect of any Damages, such Indemnitee shall give the appropriate Indemnifying
      Party prompt written notice thereof. Any such notice shall set forth in
      reasonable detail and to the extent then known the basis for such claim for
      indemnification. The failure of such Indemnitee to give notice of any claim
      for
      indemnification promptly shall not adversely affect such Indemnitee’s right to
      indemnity hereunder except to the extent that such failure adversely affects
      the
      right of the Indemnifying Party to assert all reasonable defenses to such claim.
      Each such claim for indemnity shall expressly state that the Indemnifying Party
      shall have only the thirty (30) calendar day period referred to in the next
      sentence to dispute or deny such claim. The Indemnifying Party shall have thirty
      (30) calendar days following its receipt of such notice either (a) to
      acquiesce in such claim and the responsibility to indemnify the Indemnitee
      in
      respect thereof in accordance with the terms of this Article IX
      by
      giving such Indemnitee written notice of such acquiescence or (b) to object
      to the claim by giving such Indemnitee written notice of the objection. If
      the
      Indemnifying Party does not object thereto within such thirty (30) calendar
      day
      period, the Indemnifying Party shall be deemed to have acquiesced in such claim
      and the responsibility to indemnify the Indemnitee in respect thereof in
      accordance with the terms of this Article IX.

     

    9.6 Defense
      of Claims.
      In
      connection with any claim which may give rise to indemnity under this
Article IX
      resulting from or arising out of any claim or Proceeding against an Indemnitee
      by a Person that is not a party hereto, the Indemnifying Party may (unless
      such
      Indemnitee elects not to seek indemnity hereunder for such claim), upon written
      notice sent at any time to the relevant Indemnitee, assume the defense of any
      such claim or Proceeding if the Indemnifying Party with 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    respect
      to such claim or Proceeding acknowledges to the Indemnitee the Indemnitee’s
      right to indemnity pursuant hereto in respect of the entirety of such claim
      (as
      such claim may have been modified through written agreement of the parties
      or
      arbitration hereunder) and provide assurances, reasonably satisfactory to such
      Indemnitee, that the Indemnifying Party will be financially able to satisfy
      such
      claim in full if such claim or Proceeding is decided adversely. The Indemnifying
      Party shall select counsel reasonably acceptable to such Indemnitee to conduct
      the defense of such claim or Proceeding, shall take all steps reasonably
      necessary in the defense or settlement thereof and shall at all times diligently
      and promptly pursue the resolution thereof. If the Indemnifying Party shall
      have
      assumed the defense of any claim or Proceeding in accordance with this
Section 9.6,
      the
      Indemnifying Party shall not (without the written consent of each Indemnitee)
      consent to a settlement of, or the entry of any judgment arising from, any
      such
      claim or Proceeding, unless such settlement or order shall provide for the
      unconditional release of all Indemnitees. If the Indemnifying Party has so
      elected to assume the defense, each Indemnitee shall be entitled to participate
      in (but not control) the defense of any such action, with its own counsel and
      at
      its own expense. Each Indemnitee shall, and shall cause each of its
      Representatives to, cooperate fully with the Indemnifying Party in the defense
      of any claim or Proceeding being defended by the Indemnifying Party pursuant
      to
      this Section 9.6.
      If the
      Indemnifying Party does not assume the defense of any claim or Proceeding
      resulting therefrom in accordance with the terms of this Section 9.6,
      such
      Indemnitee may defend against such claim or Proceeding in such manner as it
      may
      deem appropriate, provided that the Indemnitee may not settle such claim or
      Proceeding without the written consent of the Indemnifying Party (which consent
      shall not be unreasonably withheld or delayed), and provided further that the
      Indemnifying Party shall be obligated to pay Indemnitee’s attorneys’ fees and
      costs promptly as they are incurred in the defense of such claim or
      Proceeding.

    


    ARTICLE
      X

    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;

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (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.

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    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.

    


    ARTICLE
      XI

    MISCELLANEOUS

    11.1 Notices.
      All
      notices, requests, demands, claims and other communications hereunder shall
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly given (a) if personally delivered, when so delivered,
      (b) if mailed, two Business Days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid and addressed to
      the
      intended recipient as set forth below, (c) if given by fax, once such
      notice or other communication is transmitted to the fax number specified below
      and the appropriate answer back or telephonic confirmation is received, provided
      that a copy of such notice or other communication is promptly thereafter mailed
      in accordance with the provisions of clause (b) above or (d) of this
Section 11.1,
      or
      (d) if sent through an overnight delivery service in circumstances to which
      such service guarantees next day delivery, the day following being so
      sent:

    


    
      
        
        

      

      
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    If
      to
      Patriot:

    


    Patriot
      Scientific Corporation

    10989
      Via
      Frontera

    San
      Diego, CA 92127

    Attn:
      President

    Fax:
      (858) 674-5004

    


    with
      a
      copy to:

    


    Luce,
      Forward, Hamilton & Scripps LLP

    600
      West
      Broadway, Suite 2600

    San
      Diego, CA 92101

    Attn:
      Otto E. Sorensen, Esq.

    Fax:
      (619) 232-8311

    


    If
      to
      TPL:

    


    Technology
      Properties Limited Inc.

    P.O.
      Box
      20250

    San
      Jose,
      CA 95160

    Attn:
      Daniel E. Leckrone, Chairman

    Fax:
      (408) 296-6637

    


    with
      a
      copy to:

    


    Gibson,
      Dunn & Crutcher LLP

    333
      S.
      Grand Avenue

    Los
      Angeles, California 90071

    Attn:
      Andrew E. Bogen, Esq.

    Fax:
      (213) 229-6159

    


    If
      to
      Moore:

    


    Charles
      H. Moore

    40
      Cedar
      Lane

    P.O.
      Box
      127

    Sierra
      City, CA 96125

    Fax:
      (413) 714-5590

    


    Any
      party
      may give any notice, request, demand, claim or other communication hereunder
      using any other means (including ordinary mail or electronic mail), but no
      such
      notice, request, demand, claim or other communication shall be deemed to have
      been duly given unless and until it actually is received by the individual
      for
      whom it is intended. Any party may change the address to which notices,
      requests, demands, claims and other communications hereunder are to be delivered
      by giving the other parties notice in the manner herein set forth.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    11.2 Amendments;
      No Waivers.

    


    (a) Any
      provision of this Agreement may be amended or waived if, and only if, such
      amendment or waiver is in writing and signed, in the case of an amendment,
      by
      all parties hereto, or in the case of a waiver, by the party against whom the
      waiver is to be effective; provided, however, that any amendment or waiver
      to
Section 11.9,
      Section 11.13,
      Section 11.14
      or this
Section 11.12(a)
      or any
      other amendment or waiver with respect to this Agreement of the agreements
      referenced herein that adversely affects Intel shall be effective only if such
      written amendment or waiver also has been executed and delivered by
      Intel.

    


    (b) No
      waiver
      by a party of any default, misrepresentation or breach of warranty or covenant
      hereunder, whether intentional or not, shall be deemed to extend to any prior
      or
      subsequent default, misrepresentation or breach of warranty or covenant
      hereunder or affect in any way any rights arising by virtue of any prior or
      subsequent occurrence. No failure or delay by a party in exercising any right,
      power or privilege hereunder shall operate as a waiver thereof nor shall any
      single or partial exercise thereof preclude any other or further exercise
      thereof or the exercise of any other right, power or privilege. The rights
      and
      remedies herein provided shall be cumulative and not exclusive of any rights
      or
      remedies provided by law.

     

    11.3 Expenses.
      All
      costs and expenses incurred in connection with this Agreement and in closing
      and
      carrying out the transactions contemplated hereby shall be paid by the party
      incurring such cost or expense.

     

    11.4 Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and permitted assigns. No party hereto may
      assign either this Agreement or any of its rights, interests or obligations
      hereunder without the prior written approval of the other party.

     

    11.5 Governing
      Law.
      This
      Agreement shall be construed in accordance with and governed by the internal
      laws (without reference to choice or conflict of laws) of the State of
      California.

     

    11.6 Counterparts;
      Effectiveness.
      This
      Agreement may be signed in any number of counterparts and the signatures
      delivered by fax or other similar means, each of which shall be an original,
      with the same effect as if the signatures thereto and hereto were upon the
      same
      instrument. This Agreement shall become effective when each party hereto shall
      have received a counterpart hereof signed by the other parties
      hereto.

     

    11.7 Entire
      Agreement.
      This
      Agreement (including the Schedules and Exhibits referred to herein which are
      hereby incorporated by reference and the other agreements executed
      simultaneously herewith) constitutes the entire agreement between the parties
      with respect to the subject matter hereof and supersedes all prior agreements,
      understandings and negotiations, both written and oral, between the parties
      with
      respect to the subject matter of this Agreement.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    11.8 Captions.
      The
      captions herein are included for convenience of reference only and shall be
      ignored in the construction or interpretation hereof. All references to an
      Article or Section include all subparts thereof.

     

    11.9 Severability.
      The
      failure of any provision of this Agreement by virtue of its being construed
      as
      invalid or otherwise unenforceable shall render the entire Agreement cancelable
      at the option of the party asserting the enforceability of the said provision.
      Notwithstanding the foregoing, the parties expressly agree that the Stipulated
      Final Judgment, Section 11.2(a),
      Section 11.13
      and
Section
      11.14
      are
      severable and have 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 invalidity, illegality or unenforceability
      of any such provision or provisions or of the entirety of any such
      agreements.

     

    11.10 Construction.
      The
      parties hereto intend that each representation, warranty and covenant contained
      herein shall have independent significance. If any party has beached any
      representation, warranty or covenant contained herein in any respect, the fact
      that there exists another representation, warranty or covenant relating to
      the
      same subject matter (regardless of the relative levels of specificity) that
      the
      party has not breached shall not detract from or mitigate the fact that the
      party is in breach of the first representation, warranty or
      covenant.

     

    11.11 Cumulative
      Remedies.
      The
      rights, remedies, powers and privileges herein provided are cumulative and
      not
      exclusive of any rights, remedies, powers and privileges provided by
      law.

     

    11.12 Specific
      Performance.
      The
      parties hereby acknowledge and agree that the failure of any party to perform
      its agreements and covenants hereunder, including its failure to take all
      actions as are necessary on its part to consummate the agreements contemplated
      hereby, will cause irreparable injury to the other party, for which damages,
      even if available, will not be an adequate remedy. Accordingly, each party
      hereby consents to the issuance of injunctive relief without bond by any court
      of competent jurisdiction to compel performance of such party’s obligations and
      to the granting by any court of the remedy of specific performance of its
      obligations hereunder.

     

    11.13 Third-Party
      Beneficiaries.
      Except
      as specifically provided in (a) Article IX
      with
      respect to indemnification provided to the Indemnitees identified therein,
      and
      (b) Section 11.14,
      no
      provision of this Agreement shall create any third-party beneficiary rights
      in
      any Person, including any employee or former employee of Patriot or any
      Representative thereof (including any beneficiary or dependent thereof). Each
      of
      Intel and its present, former and future direct and indirect distributors of
      Intel Licensed Products (collectively, the “Intel
      Parties”)
      shall
      be an express, intended third-party beneficiary of Section 11.2(a),
      Section 11.9
      and
Section 11.14.

     

    11.14 No
      Liability of Intel.
      Upon
      payment by Intel of all of the unpaid Milestone Payments provided for at
Section
      3.2
      of the
      Intel Patent License Agreement to the account designated at Exhibit A
      to the
      Escrow Agreement attached hereto as Exhibit E,
      each of
      Intel and the Intel Parties shall be forthwith and without further or other
      action of any kind by anyone, released from all potential liability with respect
      to Intel Licensed Products and based upon the rights of Patriot in and to the
      Core Patents (as described in the Intel Patent License Agreement). It is the
      intention of the parties to this Agreement in executing this Agreement that
      the
      same shall be effective as a bar to each and every claim, demand and cause
      of
      action hereinabove specified in this Section 11.14.
      In
      furtherance of this intention, each of the parties to this Agreement hereby
      expressly waives any and all rights and benefits conferred upon him by the
      provisions of Section 1542 of the California Civil Code (or any similar
      provision of any other applicable law) and expressly consents that this
      Agreement shall be given full force and effect according to each and all of
      its
      express terms and provisions, including those related to unknown and unsuspected
      claims, demands and causes of action, if any, as well as those related to any
      other claims, demands and causes of action hereinabove specified. Section 1542
      of the California Civil Code provides:

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    “A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
      WHICH
      IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
      WITH
      THE DEBTOR.”

    


    Each
      of
      the parties to this Agreement acknowledges that it or he may hereafter discover
      claims or facts in addition to or different from those which it or he now knows
      or believes to exist with respect to the subject matter of this Agreement and
      which, if known or suspected at the time of executing this Agreement, may have
      materially affected this release. Nevertheless, each of the parties to this
      Agreement hereby waives any right, claim, or cause of action that might arise
      as
      a result of such different or additional claims or facts. Each of the parties
      to
      this Agreement acknowledges that it or he understands the significance and
      consequence of the release set forth in this Section 11.14
      and such
      specific waiver of Section 1542 (and any other similar provisions of any other
      applicable laws).

    


    For
      the
      avoidance of doubt, the releases provided for in this Section 11.14
      shall
      extend solely to the use and practice of the Core Patents with respect to Intel
      Licensed Products.

     

    11.15 No
      Punitive, Exemplary, or Consequential Damages.
      Except
      as expressly set forth herein, the parties hereto understand and agree that
      under no circumstances shall punitive, exemplary or consequential damages be
      available to any party for breach of this Agreement.

    


    [signature
      page follows]

     

    
 

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed by their respective authorized officers as of the day and year first
      above written.

    


    PATRIOT
      SCIENTIFIC CORPORATION, a 

    Delaware
      corporation

    


    


    By:
      ___________________________________________

    Name:
      _________________________________________

    Title:
      __________________________________________


    


    TECHNOLOGY
      PROPERTIES LIMITED INC., a 

    California
      corporation

    


    


    By:
      ___________________________________________

    Name:
      _________________________________________

    Title:
      __________________________________________


    


    CHARLES
      H. MOORE, an individual

     

     

    ______________________________________________

    


    


     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    

      EXECUTION
        COPY

      


      ESCROW
        AGREEMENT

      


      This
        Escrow Agreement (this “Agreement”), dated as of June 7, 2005, is by and among
        Patriot Scientific Corporation, a Delaware corporation (“Patriot”), Technology
        Properties Limited Inc., a California corporation (“TPL”),
        and
        Premier Trust, Inc., a Nevada corporation (the “Escrow
        Agent”).

      


      RECITALS

      


      WHEREAS,
        concurrently herewith Patriot, TPL and Charles H Moore have executed delivered
        that certain agreement dated as of June 7, 2005 (the “Master
        Agreement”);

      


      WHEREAS,
        the parties hereto desire to enter into this Agreement to facilitate the
        transaction contemplated by the Master Agreement; and

      


      WHEREAS,
        the Escrow Agent is willing to act as escrow agent pursuant to the terms
        and
        conditions of this Agreement.

      


      AGREEMENT

      


      NOW,
        THEREFORE, in consideration of the premises and intending to be legally bound
        hereby, the parties agree as follows:

      


      1. Delivery
        of Escrowed Cash.
        As soon
        as practicable, Patriot and TPL shall direct Intel Corporation to deliver
        by
        wire transfer in immediately available funds to the account set forth on
        Exhibit
        A hereto all of the unpaid Milestone payments (as defined in the Intel Patent
        License Agreement) pursuant to Section 3.2 of the Intel Patent License Agreement
        (the “Escrowed Cash”). The Escrow Agent agrees to hold and safeguard the
        Escrowed Cash during the Escrow Period in accordance with this Agreement,
        separate and apart from the Escrow Agent’s assets.

      


      2. Investment
        of Escrowed Cash.
        During
        the Escrow Period, the Escrow Agent will hold and maintain the Escrowed Cash
        in
        an interest bearing deposit account at Torrey Pines Bank. Upon any distribution
        to Patriot or TPL pursuant to Section
        4
        below,
        Patriot or TPL, as the case may be, shall be entitled to receive interest
        earned
        on such amount to the date of disbursement. All other interest earned by
        the
        investment of the Escrowed Cash shall be the joint property of TPL and Patriot
        in equal parts, payable by the Escrow Agent to TPL and Patriot in equal parts
        upon the expiration of the Escrow Period (as defined below).

      


      3. Escrow
        Period.
        The
        period of Escrow (the “Escrow Period”) shall begin on the date hereof and end at
        the earliest of (a) the Closing; or (b) the Termination Date.

      


      4. Escrow
        Disbursements.
        The
        Escrow Agent shall deliver the Escrowed Cash as follows:

      


      (a) Immediately
        upon receipt of the Escrowed Cash, $***
        to TPL
        in immediately available funds to the account set forth on Exhibit
        B
        hereto.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b) Immediately
        after the disbursement pursuant to subsection (a) above, $***
        to
        Relational Advisors in immediately available funds to the account set forth
        on
Exhibit
        C
        hereto.

      


      (c) Immediately
        after the disbursement pursuant to subsection (a) above, $***
        to
        Gibson, Dunn & Crutcher LLP in immediately available funds to the account
        set forth on exhibit D hereto.

      


      (d) Upon
        the
        execution and delivery by Patriot of the Stipulated Final Judgment, $6,672,349
        to Patriot by wire transfer in immediately available funds, to the account
        set
        forth on Exhibit
        E
        hereto.

      


      (e) At
        the
        Closing, $2,327,651 to the Patriot Rights Holders set forth on Exhibit
        F
        hereto,
        by wire or check, as indicated, in the amounts and to the addresses or accounts
        appearing next to their names.

      


      (f) At
        the
        Closing, $4,000,000 to P-Newco in immediately available funds to the account
        set
        forth on Exhibit
        G
        hereto,
        or, in the event that the advance to TPL pursuant to Section
        4(g)
        has been
        disbursed, then $2,000,000 to P-Newco in immediately available funds to the
        account set forth on Exhibit
        E
        hereto.

      


      (g) If
        the
        Closing has not already occurred, then sixty (60) days after the execution
        hereof, $2,000,000 to TPL by wire transfer in immediately available funds
        to the
        account set forth on Exhibit
        B
        hereto,
        as an advance of the working capital amounts contemplated by Section 4.3
        of the
        Commercialization Agreement.

      


      (h) Upon
        the
        Termination Date:

      


      (1) $1,000,000,
        plus all interest earned on such amount to date, to TPL immediately available
        funds to the account set forth on Exhibit
        B
        hereto;

      


      (2) $1,327,641,
        plus all interest earned on such amount to date, to Patriot in immediately
        available funds to the account set forth on Exhibit
        E
        hereto;

      


      (3) $2,000,000,
        plus all interest earned on such amount to date, to TPL in immediately available
        funds to the account set forth on Exhibit
        B
        hereto
        or, in the event that advance to TPL pursuant to Section
        4(g)
        has been
        disbursed, then $1,000,000, plus all interest earned on such amount to date,
        to
        TPL in immediately available funds to the account set forth on Exhibit
        B
        hereto;

      


      (4) $2,000,000,
        plus all interest earned on such amount to date, to Patriot in immediately
        available funds to the account set forth on Exhibit
        E
        hereto
        or, in the event that the advance to TPL pursuant to Section
        4(g)
        has been
        disbursed, then $1,000,000, plus all interest earned on such amount to date,
        to
        Patriot in immediately available funds to the account set forth on Exhibit
        E
        hereto.

      


      5. Fees
        and Expenses of Escrow Agent.
        The
        Escrow Agent’s fee shall be $500, plus $25 per disbursement pursuant to Section
        5, plus actual costs incurred by the Escrow Agent in the performance of its
        obligations hereunder, including without limitation the costs associated
        wiring
        the funds and other administrative costs (the “Escrow Fee”). Each of Patriot and
        TPL agree to pay the Escrow Agent one-half of the Escrow Fee.

      


      
        
          2

        

        
          
          

          
            

          

        

        
          
          

        

      

      6. Liabilities
        and Duties of Escrow Agent.

      


      (a) The
        duties and obligations of the Escrow Agent shall be determined solely by
        the
        express provisions of this Agreement and the Escrow Agent shall have no implied
        duties and shall not be liable except for the performance of such duties
        and
        obligations as are specifically set forth in this Agreement.

      


      (b) Patriot
        and TPL will indemnify the Escrow Agent for, arid hold it harmless against,
        any
        loss, liability or expense, including but not limited to, reasonable attorneys’
fees, occurred without gross negligence, bad faith, or willful misconduct
        on the
        part of the Escrow Agent arising out of or in connection with its acceptance
        of,
        or the performance of its duties and obligations under, this
        Agreement.

      


      (c) The
        Escrow Agent shall be fully protected in acting and relying upon any written
        notice, direction, request, waiver, consent, receipt or other paper or document
        which the Escrow Agent in good faith believes to be genuine and duly authorized
        and to have been signed or presented by the proper party.

      


      (d) The
        Escrow Agent is hereby expressly authorized to disregard any and all warnings
        given by any of the parties hereto or by any other person, excepting only
        orders
        or process of a court of law of competent jurisdiction. In the event the
        Escrow
        Agent obeys or complies with any such order, judgment, or decree of any court,
        the Escrow Agent shall not be liable to any of the parties hereto or to any
        other person by reason of such compliance, notwithstanding any such order,
        judgment, or decree being subsequently reversed, modified, annulled, set
        aside,
        aside, vacated, or found to have been entered without jurisdiction or proper
        authority.

      


      (e) The
        Escrow Agent shall not be liable for the expiration of any rights under the
        statute of limitations with respect to this Agreement.

      


      (f) If
        any
        dispute or controversy arises between the parties to this Agreement the matters
        set forth in this Agreement, the Escrow Agent shall not be required to determine
        or decide the dispute or controversy or to take any action regarding the
        same.
        The Escrow Agent may in such event hold the Escrowed Cash in the Escrow Account
        and may wait for the settlement of any such dispute or controversy through
        appropriate final legal proceedings. Furthermore, the Escrow Agent may, in
        its
        good faith discretion after seeking advice of counsel, file an action of
        interpleader requiring the parties to answer and litigate any claims or rights
        among themselves. In connection with the interpleader proceeding, the Escrow
        Agent is authorized to deposit with the clerk or other authorized agent of
        the
        court the Escrowed Cash. Upon initiating the interpleader proceeding, the
        Escrow
        Agent shall be fully released and discharged from any obligations with respect
        to the documents, cash or other matters subject or relating to the dispute
        or
        controversy.

      


      (g) The
        Escrow Agent may resign at any time upon at least 30 days written of notice
        to
        each Patriot and TPL; provided,
        however,
        that no
        such resignation shall become effective until a successor escrow agent has
        been
        appointed by the Escrow Agent, subject to the approval of each of Patriot
        and
        TPL, which approval shall not be unreasonably withheld. The escrow agent
        shall
        execute and deliver an instrument accepting such appointment and it shall
        thereupon be deemed the Escrow Agent hereunder and without further acts shall
        be
        vested with all the Escrowed Cash, as well as all the rights, powers, and
        duties
        of the predecessor Escrow Agent as if originally named as Escrow Agent.
        Thereafter (and upon the delivery of all of the Escrow Cash to the successor
        escrow agent), the predecessor Escrow Agent shall be discharged any further
        duties and liabilities under this Agreement.

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      7. Notices.
        All
        notices and other communications hereunder shall be in writing. Any notice
        or
        other communication hereunder shall be deemed duly given (i) if personally
        delivered, when so delivered, (ii) if mailed, two Business Days after having
        been sent by registered or certified mail, return receipt requested, postage
        prepaid and addressed to the intended recipient as set forth below, (iii)
        if
        given by fax, once such notice or other communication is transmitted to the
        fax
        number specified below and the appropriate answer back or telephonic
        confirmation is received, provided that a copy of such notice or other
        Communication is promptly thereafter mailed in accordance with the provisions
        of
        clause (ii) above or (iv) of this Section 7, or (iv) if sent through an
        overnight delivery service in circumstances to which such service guarantees
        next day delivery, the day following being so sent:

      


      If
        to Patriot:

      


      Patriot
        Scientific Corporation

      10989
        Via
        Frontera

      San
        Diego, CA 92127

      Attn: President

      Fax: (858)
        674-5004

      


      with
        a copy to:

      


      Otto
        E.
        Sorensen, Esq.

      Luce,
        Forward, Hamilton & Scripps LLP

      600
        West
        Broadway, Suite 2600

      San
        Diego, CA 92101

      Attn: Otto
        E.
        Sorensen, Esq.

      Fax: (619)
        232-8311

      


      If
        to TPL:

      


      Technology
        Properties Limited Inc.

      P.O.
        Box
        20250

      San
        Jose,
        CA 95160

      Atm: Daniel
        E.
        Leckrone, Chairman

      Fax: (408)
        296-6637

      


      with
        a copy to:

      


      Gibson,
        Dunn & Crutcher LLP

      333
        S.
        Grand Avenue

      Los
        Angeles, California 90071

      Attn: Andrew
        E.
        Bogen, Esq.

      Fax: (213)
        229-6159

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      Any
        party
        may give any notice, request, demand, claim or other communication hereunder
        using any other means (including ordinary mail or electronic mail), but no
        such
        notice, request, demand, claim or other communication shall be deemed to
        have
        been duly given unless and until it actually is received by the individual
        for
        whom it is intended.

      


      8. Amendments;
        No Waivers.

      


      (a) Any
        provision of this Agreement may be amended or waived if, and only if such
        amendment or waiver is in writing and signed, in the case of an amendment,
        by
        all parties hereto, or in the case of a waiver, by the party against whom
        the
        waiver is to be effective.

      


      (b) No
        waiver
        by a party of any default, misrepresentation or breach of warranty or covenant
        hereunder, whether intentional or not, shall be deemed to extend to any prior
        or
        subsequent default, misrepresentation or breach of warranty or covenant
        hereunder or affect in any way any rights arising by virtue of any prior
        or
        subsequent occurrence. No failure or delay by a party in exercising any right,
        power or privilege hereunder shall operate as a waiver thereof nor shall
        any
        single or partial exercise thereof preclude any other or further exercise
        thereof or the exercise of any other right, power or privilege. The rights
        and
        remedies herein provided shall be cumulative and not exclusive of any rights
        or
        remedies provided by law.

      


      9. Expense.
        Except
        as provided herein, all costs and expenses incurred in connection with this
        Agreement shall be paid by the party incurring such cost or
        expense.

      


      10. Successors
        and Assign.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective successors and permitted assigns. No party hereto may
        assign either this Agreement or any of its rights, interests or obligations
        hereunder lout the prior written approval of each other party.

      


      11. Governing
        Law.
        This
        Agreement shall be construed in accordance with and governed by the internal
        laws (without reference to choice or conflict of laws) of the State of
        Delaware.

      


      12. Counterparts;
        Effectiveness.
        This
        Agreement may be signed in any number of counterparts and the signatures
        delivered by fax, each of which shall be an original, with the effect as
        if the
        signatures thereto and hereto were upon the same instrument. This Agreement
        shall become effective when each party hereto shall have received a counterpart
        hereof signed by the other parties hereto.

      


      13. Entire
        Agreement.
        This
        Agreement (including the other agreements executed simultaneously herewith
        arid
        all Schedules and Exhibits thereto and hereto) constitutes the entire agreement
        between the parties with respect to the subject matter hereof and supersedes
        all
        prior agreements, understandings and negotiations, both written and oral,
        between the parties with respect to the subject matter of this Agreement.
        Neither this Agreement nor any provision hereof is intended to confer upon
        any
        Person other than the parties hereto any rights or remedies
        hereunder.

      


      14. Captions
        The
        captions herein are included for convenience of reference only and shall
        be
        ignored in the construction or interpretation hereof. All references to a
        Section include all subparts thereof.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      15. Third-Party
        Beneficiaries.
        No
        provision of this Agreement shall create any third-party beneficiary rights
        in
        any Person (as defined in the Master Agreement).

      


      16. No
        Punitive, Exemplary, or Consequential Damages.
        The
        parties hereto expressly understand and agree that under no circumstances
        shall
        punitive, exemplary, or consequential damages be available to any party for
        breach of this Agreement.

      


      


      


      [signature
        page follows]

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
        executed by their respective authorized officers as of the day and year first
        above written.

      


      PATRIOT
        SCIENTIFIC CORPORATION,

      a
        Delaware corporation

      


      


      By:
        _________________________________________   

      Name:
        _______________________________________

      Title:
        ________________________________________

      


      


      TECHNOLOGY
        PROPERTIES LIMITED INC.,

      a
        California corporation

      


      


      By:
        _________________________________________

      Name:
        _______________________________________

      Title:
        ________________________________________


      


      


      PREMIER
        TRUST, INC.,

      a
        Nevada
        corporation

      


      


      By:
        _________________________________________

      Name:
        _______________________________________

      Title:
        ________________________________________


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


      Exhibit
        A

      


      Escrow
        Agent’s Wire Transfer Information

      


      Torrey
        Pines Bank

      12220
        El
        Camino Real

      San
        Diego, CA 92130

      ABA/Routing
        Number: 122243635

      Beneficiary
        Account Name: Premier
        Trust, Inc., Escrow Agent for Technology

      Properties
        Limited et al.

      Beneficiary
        Account Number: ***

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      



      


      Exhibit
        B

      


      TPL’s
        Wire Transfer Information

      


      Acct
        Name: Technology
        Properties Limited II

      Acct
        No:
***

      Bank
        Name: San
        Jose
        National Bank

      1
        North
        Market Street

      San
        Jose,
        CA 95113

      ABA
        No:
        121139216

      Contact:
        Lisa Valles, Manager

      Wire
        Transfer Dept

      408-496-4880

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      



      


      Exhibit
        C

      


      Relational
        Advisors’ Wire Transfer Information

      


      Wells
        Fargo Bank for the benefit of:

      Relational
        Advisors LLC

      Account
        #
***

      ABA
        #:
        121-000-248

      Attn:
        Michael Morgan

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      



      


      Exhibit
        D

      


      Gibson,
        Dunn & Crutcher’s Wire Transfer Information

      


      Wells
        Fargo Bank

      333
        South
        Grand Avenue

      Los
        Angeles, CA. 90071-1515

      Name
        of
        account: Gibson, Dunn & Crutcher LLP

      Account
        No: ***

      ABA
        No:
        121000248

      Attn:
        Julie Saavedra

      Telephone:
        (213) 253-6146

      Fax:
        (213)628-1415

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      



      


      Exhibit
        E

      


      Patriot’s
        Wire Transfer Information

      


      Silicon
        Valley Bank, San Jose

      Routing
        #: 121140399

      For
        credit of: Patriot Scientific Corporation

      Credit
        Account #: ***

       

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      



      


      Exhibit
        F

      


      Patriot
        Rights Holders

      


      

        
          	
                  Lincoln
                    Ventures, LLC

                	
                  Chase
                    Manhattan Bank NYC

                
	
                  $993,305
                    (wire transfer)

                	
                  ABA
                    021 000 021

                
	 	
                  FBO:
                    Salomon Smith Barney

                
	 	
                  a/c:
                    ***

                
	 	
                  FFC:
                    Lincoln Ventures, LLC

                
	 	
                  a/c:
                    ***

                
	 	 
	
                  Swartz
                    Private Equity, LLC

                	
                  Chase
                    Manhattan Bank NYC

                
	
                  $896,346
                    (wire transfer)

                	
                  ABA
                    021 000 021

                
	 	
                  FBO:
                    Salomon Smith Barney

                
	 	
                  a/c:
                    ***

                
	 	
                  FFC:
                    Swartz Private Equity, LLC

                
	 	
                  a/c:
                    ***

                
	 	 
	
                  Wayne
                    Opperman

                	
                  Wayne
                    Opperman

                
	
                  $96,000
                    (check)

                	
                  2183
                    View Crest Glen

                
	 	
                  Escondido,
                    CA 92026

                
	 	 
	
                  James
                    & Josephine Zolin

                	
                  James
                    & Josephine Zolin

                
	
                  $96,000
                    (check)

                	
                  P.O.
                    Box 1903

                
	 	
                  Rancho
                    Santa Fe, CA 92067

                
	 	 
	
                  Victor
                    Gabourel

                	
                  Victor
                    Gabourel

                
	
                  $96,000
                    (check)

                	
                  11404
                    Cypress Woods Dr.

                
	 	
                  San
                    Diego, CA 92131

                
	 	 
	
                  Richard
                    Daniels

                	
                  Richard
                    Daniels

                
	
                  $60,000
                    (check)

                	
                  4635
                    Lyons Dr.

                
	 	
                  La
                    Mesa, CA 91941

                
	 	 
	
                  Stan
                    Caplan

                	
                  Stan
                    Caplan

                
	
                  $60,000
                    (check)

                	
                  P.O.
                    Box 880584

                
	 	
                  San
                    Diego, CA 92168

                
	 	 
	
                  Daniel
                    Nunes

                	
                  Daniel
                    Nunes

                
	
                  $30,000
                    (check)

                	
                  2750
                    Chatsworth Blvd.

                
	 	
                  San
                    Diego, CA 92106

                


        



      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      



      


      Exhibit
        G

      


      P-Newco’s
        Wire Transfer Information

       

       

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    

      PATENT
        LICENSE AGREEMENT

      


      


      This
        PATENT LICENSE AGREEMENT (“Agreement”) is entered into by and between PATRIOT
        SCIENTIFIC CORPORATION, a Delaware corporation (“Licensor”) having its principal
        place of business at 10989 Via Frontera, San Diego, California 92127, and
        INTEL CORPORATION, a Delaware corporation, located at 2200 Mission College
        Blvd., Santa Clara, CA 95052 (“Intel”).

       

      RECITALS

      


      WHEREAS,
        TPL Micro Ltd. Technology Properties Limited, and Charles H. Moore (the “Moore
        Parties”) entered into the attached Patent License Agreement with Intel dated
        June 28, 2004 (“Intel PLA”); and,

       

      WHEREAS,
        Licensor and the Moore Parties have agreed to resolve the ownership dispute
        between them; and

       

      WHEREAS,
        Licensor, Intel, and the Moore Parties desire to eliminate all of Intel’s
        potential liability with respect to all of Licenser’s rights, title and interest
        in all of the Core Patents; and

       

      WHEREAS,
        Licensor and the Moore Parties desire to cause all unpaid Milestone Payments
        set
        forth in Section 3.2 of the Intel PLA to become immediately due and
        payable.

       

      NOW,
        THEREFORE, in consideration of the promises and the mutual promises and
        covenants contained herein and for other good and valuable consideration,
        the
        receipt and sufficiency of which are hereby acknowledged, the parties hereto
        agree as follows:

       

      DEFINITIONS

      


      Capitalized
        terms used in this Agreement that are not otherwise defined herein shall
        have
        the meaning assigned to them in the Intel PLA. For the avoidance of doubt,
        the
        term “License” in this Agreement shall refer to Patriot Scientific
        Corporation.

       

      Article
        1.  License
        Grant

       

      1.1  Subject
        to the terms and conditions of this Agreement, Licensor hereby grants to
        Licensee a non-exclusive, perpetual, non-transferable, irrevocable,
        non-terminable, paid-up, royalty-free, worldwide license under the Patents
        to
        make, have made, use, lease, license, export, import, distribute, offer for
        sale
        and sell any Intel Licensed Products, and to practice, in the course of
        exercising any or all of the above rights as to Intel Licensed Products,
        any
        process which absent a license would infringe such Patents. The Licenses
        granted
        hereunder to Licensee shall be deemed to include all Patents which were filed
        prior to January 1, 2002 in which Licenser has any rights to grant a
        license.

       

      1.2  Right
        to
        License. In the event Licensor does not have the right to grant a license
        under
        any particular patent right of the scope set forth herein, then the license
        granted herein under such patent right shall be of the broadest scope which
        Licensor has the right to grant. If Licensor

       

      
        
          1

        

        
           

          
            

          

        

        
           

        

      

      (a)  owns
        any
        rights in any Patent; or

      (b)  has
        the
        right to enforce or control the enforcement of any rights in any Patent;
        or

      (c)  can
        exercise any significant influence over the enforcement of any rights in
        any
        Patent but Licenser does not have the right to license those rights as broadly
        as set forth in Section 1.1 to Licensee hereunder (“Restricted Patent
        Rights”), then, if and to the extent that such Restricted Patent Rights would
        have been licensed to the Licensee if Licensor had the right to license such
        Patents;

      (d)  Licenser
        grants to the Licensee for Intel Licensed Products an immunity from suit
        for
        infringement of such Restricted Patent Rights of a scope identical to the
        rights
        that would have been granted hereunder if Licensor has the right to license
        such
        Restricted Patent Rights;

      (e)  Licensor
        shall not give their assent irrespective of whether that assent is required
        to
        allow a third party entity to assert the Restricted Patent Rights against
        the
        Licensed Products of the Licensee; and

      (f)  Licensor
        agrees to indemnify arid hold harmless Licensee against any monetary
        compensation, including those for damages and/or royalties, paid or to be
        paid
        by Licensee as a result of actual or threatened assertion of rights by the
        holder of the Restricted Patent Rights against Intel Licensed Products to
        the
        extent attributable to such Restricted Patent Rights, but only to the extent
        that such damage and/or royalty, directly or indirectly, benefits
        Licenser.

      


      1.3  Further
        Assurances. To the extent Licenser does not have the right to grant any or
        all
        of the license rights granted in Section 1 of this Agreement or to the
        extent this Agreement does not grant such license rights, Licenser hereby
        grants
        such licenses to the fullest extent of their rights under the Patents and
        to the
        fullest extent possible under the law, and shall execute whatever documents
        are
        necessary to effectuate such license grant.

       

      1.4  “Patents”
        shall mean all of the patents and patent applications listed on Appendix
        1, and
        any patent, patent application or patent right throughout the Territory
        including, without limitation, any provisional, divisional, continuation,
        continuation-in-part, substitute, renewal, reissue, extension, confirmation,
        reexamination or registration thereof and any patent issuing therefrom including
        any substitute, renewal, reissue, extension, confirmation, reexamination
        or
        registration thereof

       

      Article
        2.  Effective
        Date of License Grants.

       

      2.1. The
        effective date of the license grant to each individual Patent licensed to
        Intel
        hereunder shall be the filing date of such Patent.

       

      Article
        3.  Consideration.

       

      3.1  As
        full
        consideration for the rights granted by Licensor to Licensee in Article I
        hereunder, and notwithstanding any rights Intel may have under the Intel
        PLA.
        Intel hereby agrees that the Milestone Payments provided for under
        Section 32.(c) of the Intel PLA and totaling Twenty Million Dollars
        ($20,000,000) shall become immediately due and payable upon the execution
        of
        this Agreement by both parties. Licensor hereby acknowledges the adequacy
        of
        this consideration paid by Licensee to Licensor in consideration for the
        rights
        granted by Licensor in Article 1 hereunder, including without limitation
        the acceleration of payment of money from TPL Micro Ltd. to Licensor as a direct
        result of the acceleration of payment of the Milestone Payments by Licensee
        to
        TPL Micro Ltd.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      3.2  The
        payment of the Milestone Payments to TPL Micro Ltd. by Licensee pursuant
        to this
        Article 3 shall be made within five (5) business clays after Intel
        receives Notice of the triggering event by wire transfer to:

       

      Torrey
        Pines Bank

      12220
        El
        Camino Real

      San Diego,
        CA 92130

      ABA/Routing
        Number: 122243635

      Beneficiary
        Account Name: Premier
        Trust, Inc., Escrow Agent for 

      Technology
        Properties Limited et al.

      Beneficiary
        Account Number: ***

      


      Article
        4.  Other
        Intel PLA Provisions

       

      4.1  All
        provisions of Articles 4 through Article 9 are hereby incorporated
        herein by this reference, provided only that

       

      (a)  Patriot
        Scientific Corporation shall be substituted, mutatis
        mutandis for
        the
        terms “Moore Parties” and “Licensor” found throughout each of those provisions
        of the Intel PLA;

       

      (b)  Notices
        to Licensor shall be delivered to the following address or facsimile:


       

      Patriot
        Scientific Corporation

      10989
        Via
        Frontera

      San Diego,
        CA 92127

      Attn: President

      Fax: 858-674-5005

      


      (c)  Section 4.3
        shall be deleted in its entirety and replaced with the following:

       

      4.3 By
        Licenser: Li censor represents and warrants that to the best of its information
        and belief, Licenser (or its predecessor in interest) is the inventor or
        co-inventor of all inventive or patentable subject matter that has arisen
        or
        will arise from U.S. Patent Application No. 389,334 filed on August 3,
        1989 entitled High Performance, Low Cost Microprocessor Architecture” (including
        any related portion of SN’ 263) including without limitation the disclosed
        subject matter of those patents identified in Appendix I to the Patent License
        Agreement between TPL Micro Ltd., Technology Properties Limited, Charles
        H.
        Moore and Intel Corporation, dated, June 28, 2004, including, but not
        limited to, the subject matters of variable speed clocking, multiple instruction
        fetch, and load dependent bus timing.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      ;
        and

       

      (d)  Section 9.18
        shall be deleted in its entirety and replaced with the following:

       

      “Most
        Favored” Licensee.
        Except
        as required with respect to the licenses granted to NewCo and to TPL in
        conjunction with the transactions contemplated by the Master Agreement, in
        the
        event that Licensor subsequently enters into a license with a third party
        (the
“Third Party Licensee”) for the Patents, or any portion of the Patents, on terms
        which are in the aggregate and comparatively less favorable to Licensor or
        more
        favorable to Licensee than the terms upon which the Moore Parties licensed
        the
        Patents to Licensee pursuant to the Intel PLA, then Licenser shall pay to
        Licensee the difference between (i) the consideration paid by Licensee to
        TPL Micro Ltd. for its license under the Patents pursuant to the Intel PLA,
        and
        (ii) the amount paid by the Third Party Licensee for its license under the
        Patents or any portion of the Patents. At Licensee’s request, Licensor shall
        make available for review by Licensee all licenses under the
        Patents.

       

      Article
        5.  Litigation

       

      As
        soon
        as practicable after the execution hereof, the parties shall promptly arrange
        for the dismissal of the litigation currently pending between the parties
        in
        Oakland.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
        as of the date first above written.

       

      
        	 	
                INTEL
                  CORPORATION

              
	 	 	 
	 	 	 
	 	
                By:

              	    

	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	
                Date:
                  May27, 2005

              
	 	 	 
	 	 	 
	 	
                PATRIOT
                  SCIENTIFIC CORPORATION

              
	 	 	 
	 	 	 
	 	
                By:

              	                         
                
	 	 	
                Name:

              
	 	 	
                Title:

              
	 	 	
                Date:
                  May27, 2005

              
	 	 	 
	 	 	 
	 	
                2005
                  ACKNOWLEDGED AND AGREED TO BY:

              
	 	 	 
	 	
                TPL
                  MICRO LTD.

              
	 	 	 
	 	 	 
	 	
                By:

              	                                
                
	 	 	
                Name:
                  Daniel E. Leckrone

              
	 	 	
                Title:
                  Chairman

              
	 	 	
                Date:
                  May25, 2005

              
	 	 	 
	 	 	 
	 	
                TECHNOLOGY
                  PROPERTIES LIMITED

              
	 	 	 
	 	 	 
	 	
                By:

              	                                     
                
	 	 	
                Name:
                  Daniel E. Leckrone

              
	 	 	
                Title:
                  Chairman

              
	 	 	
                Date:
                  May25, 2005

              
	 	 	 
	 	 	 
	 	
                CHARLES
                  H. MOORE

              
	 	 	 
	 	 	 
	 	
                By:

              	                             
                
	 	 	
                Name:
                  Charles H. Moore

              
	 	 	
                Date:
                  May25, 2005

              


      

    

     

    
      
         

      

      
        5