The 1995 Novell-SCO Asset Purchase Agreement's Schedules

by Pamela Jones
Groklaw

December 07 2003

Does SCO get all the copyrights it needs to proceed successfully?

Meanwhile, review the 1995 Asset Purchase Agreement [ http://www.groklaw.net/article.php?story=2003111023050367 ] and Amendment 2 [ http://www.groklaw.net/article.php?story=20031120032805115 ]. Some of the clues are in there. It'll be fun, like a jigsaw puzzle.

To start us off, here [ http://www.groklaw.net/pdf/APA_Missing_Schedules.pdf ] is a series of Schedules attached to the 1995 Asset Purchase Agreement, as text. Thanks to beast and Thomas Frayne for this work, and it surely was work.

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Schedule 1.1(c)

Assumed Liabilities

1. All obligations, whether existing on the date hereof or arising hereafter, under the assigned contract listed on Schedule 1.1(a).

2. All obligations relating to the Business which arise subsequent to the Closing Date.

3. Obligation of product support and customer service concerning UnixWare and Eiger.

SCHEDULE 2.2(b)

Buyer shall make payments of the royalties in accordance with the structure set forth below.

(a) Royalty-Bearing Products. Royalties shall be paid on sales of the following products by Buyer (the "Royalty-Bearing Products"):

(i) UnixWare
(ii) Eiger
(iii) MXU
(iv) White Box
(v) any derivative, upgrades, updates or new releases of (i) through (iv) above.

(b) Amount of Royalties. Concurrent with the execution of this Agreement, Seller has delivered to Buyer a business plan provided by Seller to Buyer on September 11, 1995 including an annual forecast by Seller of the potential estimated market for UnixWare, Eiger, MXU and White Box (the "Plan"). The amount of royalties shall be as follows:

(i) Royalties on UnixWare, Eiger, MXU and derivatives ("UW Products"):

(a) No royalties shall be payable in connection with any of the UW Products until Buyer shall have shipped or licensed, in any year, 40% of the units contemplated by the Plan for such year;

(b) Buyer shall pay royalties equal to $30.00 per net unit in connection with each and every net unit of UW Products shipped or licensed by Buyer over and above 40% and less than 70% of the total units contemplated by the Plan for such year;

(c) Buyer shall pay royalties equal to $60.00 per net unit in connection with each and every net unit of UW Products shipped or licensed by Buyer over and above 70% of the total units contemplated by the Plan for such year.

(ii) Royalties on White Box:

(a) No royalties shall be payable in connection with any of the White Box units until buyer shall have shipped or licensed 50% of the White Box units contemplated by the Plan for such a year.

(b) Buyer shall pay royalties equal to $20.00 per net unit in connection with each and every net unit of White Box product shipped or licensed by Buyer over and above 50% of the total units contemplated for such year.

(iii) Net Units shall mean total gross shipments minus returns and evaluation and demonstration units (on which revenue is not received).

(c) Termination of Royalty Obligations. The royalty obligations set forth in subsection (b) above will terminate (f) after Buyer shall have made aggregate cumulative payments to Seller equal to such amount which has a total net present value of $84,000,000 (determined as of the date of Closing) or (ii) December 31, 2002, whichever is sooner. A discount rate of 15% will be used to calculate the net present value.

(d)Annual Cap; Carryover Provisions
(e) Protective Provisions. In the event that the pricing of royalties set forth herein shall cause Buyer to become unprofitable or substantially non-competitive in the marketplace, management of Buyer and Seller will meet to negotiate a mutually acceptable adjustment so as to support the economic viability of Buyer.

(f) SVRx Converted Units. The parties agree that SCO will have the opportunity to convert existing SVRx-based customers to a UnixWare derived product, thus depriving Seller of the economic benefit of the SVRx licenses. The process for determining if a customer is validly converted is as follows:

The conversion of an SVRx customer to UnixWare will validly occur and result in the UnixWare based revenue flowing to SCO, without giving rise to a continued obligation to make payment to Seller of royalties due under the SVRx licenses, only if the following are true (note: if the customer continues to sell their SVRx based product separately, then these SVRx revenues continue to flow to Novell):

(i) The customer ships a binary copy of a Golden Master of UnixWare, Eiger, MXU or White Box, or

(ii) The product is derived from a source version of UnixWare, Eiger, MXU or White Box and (i) none of the original SVRx code provided by Novell to the customer, under the SVRx license, is included in the new product or (ii) Buyer shall demonstrate to Seller's reasonable satisfaction that an insignificant amount of original SVRx code is so included and the adoption of UnixWare is so substantial as to constitute a valid conversion.

In addition, an SVRx customer can be defined as having converted to UnixWare only if one of the above is satisfied and only if support is provided for NDS (client/server where appropriate) in the resulting product.

Schedule 6.3(g)

The proposed merger with or sales of shares representing 50% or more of the voting power of Buyer to any of the following parties, or any affiliates or successors to the business thereof, would give rise to the respective rights and obligations contained in Section 6.3(a) of the Agreement:

Sun Microsystems
Microsoft
Hewlett-Packard
IBM
Digital
Fujitsu
 

EXHIBIT 5.1(c)

Eiger Development

(a) Prior to the Closing Date, Seller shall use its reasonable commercial efforts to continue development of the Eiger product (as such term is defined in the Operating Agreement) in accordance with the development schedule previously furnished to Buyer.

(b) After the Closing Date, Seller shall contribute to Buyer a portion of the direct development costs associated with development of the Eiger product as follows:

(i) Seller shall contribute to Buyer 50% (fifty percent) of such direct development costs until such contribution reaches an aggregate of $2.5 million (Two Million Five Hundred Thousand Dollars).

(ii) Once an aggregate of $5 million (Five Million Dollars) is spent by Buyer on the development of the Eiger product, including the Seller contribution described in (i) above, Seller shall contribute to Buyer 25% (twenty-five percent) of such additional direct development costs until such additional contribution equals $2.5 million (Two Million Five Hundred Thousand Dollars).

(iii) Except for the foregoing, Seller shall have no obligations to Buyer whatsoever, respecting the development of the Eiger product.

(iv) Buyer shall provide Seller with such evidence of direct expenditures on the development of the Eiger product as Seller may reasonably request before any Seller contributions are made.

(v) Any such contributions shall be made quarterly in arrears upon written notice by Buyer of the expenditure of sums as to which Seller agrees to contribute its aforementioned percentages.

SELLER DISCLOSURE SCHEDULE

For convenience, section numbers refer to the Asset Purchase Agreement dated as of September 19, 1995 between the Seller and the Santa Cruz Operation, Inc. However, the disclosure herein of any information which is relevant in connection with more than one section of such agreement shall be deemed adequate in all respects notwithstanding the fact that such informations is disclosed herein only with reference to one section.

Section 2.6

Claims and threatened litigation:

Seller has been put on notice of a possible infringement of Unisys patent 4,553,302, covering the so-called LZW data-compression algorithm.

Section 2.8(c)
(i) Contracts under which Seller paid $1,500,000 or more in Business related royalties, additional license fees and revenue sharing during the period 8/1/94 - 7/31/95:

(1) February 7, 1987 Development and License Agreement now in effect between Seller and Microsoft Corporation

(2) March 8, 1993 International OEM Distribution Agreement now in effect between Seller and Locus Computing Corporation.

(ii) Customers from whom Seller received $1,500,000 or more in Business related royalties, additional license fees and revenue sharing during the period 8/1/94 - 7/31/95:*

See Attachment A

(iii) Contract now in existence in which Seller granted most favored nation pricing or exclusive marketing rights to any Business related product, group of products, or territory:

See Attachment B

*Pursuant to various Software Agreements and Sublicensing Agreements administered by Seller's Licensing Organization.

Section 2.8(f)

(f) Contracts containing rights for a customer to sublicense Business related source or binary code without additional payments to Seller:

(1) January 1, 1994 Software License and Distribution Agreement now in effect between Seller and Sun Microsystems, Inc.

(2) Jun 9, 1986 Sublicensing Agreement now in effect between Seller and Silicon Graphics, Inc.

Section 2.10

(i) Intellectual Property:

Attachment C to this Schedule contains the most current listing of pending and issued applications for trademarks covering products of the Business.

Attachment D to this Schedule contains a listing of pending and issued applications for patents covering products of the Business.

Attachment E to this Schedule contains a listing of Seller's copyright registrations covering product(s) of the Business.

(ii) Contracts under which Seller received Business-related revenues in excess of $2,000,000 in the twelve month period ending 7/31/95:

See Attachment A

(iii) Contracts pursuant to which Seller was obligated to pay Business-related royalties of $1,000,000 or more over the period 8/1/94-7/31/95:

See Attachment F

(iv) Contracts containing Business-related rights which are non-perpetual or which are terminable in the event of acquisition:

See Attachment G

(v) Claims of infringement:

See entry for Section 2.6 above.

Section 2.11(a)

Real property and leases:

The Business (excluding outside sales and support activities conducted in the ordinary course) is primarily concentrated in a facility leased from Exxon Corporation in Fiorham Park, New Jersey. A copy of the current lease covering such facility is appended hereto as Attachment H. Other facilities in which relatively minor portions of the Business are conducted are located in San Jose, California, Orem, Utah and Provo, Utah.

Section 2.14

See Attachment A

Section 2.16

Estimated level of UnixWare software inventory as of October 11, 1995:

U.S./Canada $1,516,860
International 750,700

Total $2,267,560

ATTACHMENT A

Largest Volume OEM Customers of Seller

Sales Over $2 Million
Microsoft
AT&T
Hewlett-Packard
Fujitsu
NEC
Siemens-Nixdorf
ICL
Digital Equipment
IBM
Silicon Graphics

Sales Over $1.5 Million Microsoft
AT&T
Hewlett-Packard
Fujitsu
NEC
Siemens-Nixdorf
ICL
Digital Equipment
IBM
Silicon Graphics
Hitachi
Motorola

Sales Over $1 Million
Microsoft
AT&T
Hewlett-Packard
Fujitsu
NEC
Siemens-Nixdorf
ICL
Digital Equipment
IBM
Silicon Graphics
Hitachi
Motorola
Cray
Stratus
Tandem
Mitsubishi

Attachment B

Agreements* with Most Favored Customer Pricing or Exclusive Marketing Rights for Business Products or Territories

--February 21, 1986 Territorial Software Distribution Agreement between AT&T Information Systems, Inc. and AT&T UNIX Pacific Co., Ltd.

-- Joint Venture Contract between Shenzhen Comtec Software, Ltd., China National Computer Software & Technology Service Corporation, China Great Wall Computer Group Co., Langchao Electronic Information Industrial Group Corporation, Changjiang Computer Union Corporation (Group), Beijing Modern Information Development Center, Dascom (Holdings) Ltd., and UNIX System Technologies China Company Ltd. for the Establishment of UNIX System Technologies Company, Ltd.

-- Sales Agency Agreement between AUDILOG (France) and UNIX System Laboratories, Inc.

-- Publication Agreement between UNIX System Laboratories, Inc. and Addison-Wesley Publishing Company, Inc.

-- January 1, 1994 Software License and Distribution Agreement between Seller and Sun Microsystems, Inc.

-- May 10, 1994 Trademark Relicensing Agreement between Seller and X/Open Company, Ltd.

-- Publication Agreement dated December 17, 1986 between AT&T Information Systems Inc. and Prentice-Hall, Inc.

*Agreements originally entered into by one of Seller's predecessors in title are so identified.


ATTACHMENT D
Page 1 of 2

Seller's Patents and Patent Applications Affecting the Business

Inventory/Country States Serial/Patent No. Date

A. Owned by Seller

1. Wong 1
USA Filed 07/814,854 12/30/91
Canada Mailed 11/12/92

2. Raye 1
USA Patented 4,580,218 4/1/85
Italy Patented 1,205,650 3/23/89
West Germany Patented 0155284 11/22/90
Great Britain Patented 0155284 11/22/90
France Patented 0155284 11/22/90
Japan Filed 503,183/84 8/5/84

3. Weir 2
USA 7/374,380 6/30/92
Unintentionally
Abandoned
To Be Revived
Canada Filed 2,018,319-5 6/5/90
Japan Filed 170,411 6/29/90
Belgium Filed 90306750.2 6/20/90
France Filed 90306750.2 6/20/90
Great Britain Filed 90306750.2 6/20/90
West Germany Filed 90306750.2 6/20/90
Italy Filed 90306750.2 6/20/90
Netherlands Filed 90306750.2 6/20/90
Sweden Filed 90306750.2 6/20/90

4. Alecci
1-1-1 Abandoned 07/468,535 8/1/91
Alecci
2-2-2 Continuation 07/742,149 1/14/93
Under Rule 1.62
of Alecci 1-1-1

ATTACHMENT D
Page 2 of 2

Inventory/Country States Serial/Patent No. Date

Canada Filed 2030438-3 11/21/90
Italy Filed 90313205.8 12/5/90
Sweden Filed 90313205.8 12/5/90
Spain Filed 90313205.8 12/5/90
Germany Filed 90313205.8 12/5/90
Great Britain Filed 90313205.8 12/5/90
France Filed 90313205.8 12/5/90
Japan Filed 16791/91 1/18/91

5. Andrade
1-1-1
USA Filed 07/524,1?2 3/29/90
Canada Filed 20388433-9 3/22/91
Japan Filed 089094 3/29/91
Germany Filed 91302438.6 3/20/91
Italy Filed 91302438.6 3/20/91
Great Britain Filed 91302438.6 3/20/91
France Filed 91302438.6 3/20/91

6. Doshi-Sahs
1-1
USA Filed 08/280,307 1/26/94

7. R.C. Pike Patented 4,555-775 11/26/85
One-Half
Undivided
Interest with AT&T

*Note: Seller and AT&T believe the Pike Patent is being infringed by third
parties and certain of such parties have alleged that said patent is invalid.


ATTACHMENT E
Page 1 of 8

Selling Copyrights in Product(s) of Business

TITLE OF THIS WORK REGISTRATION NUMBER

SYSTEM V BINARY COMPATIBILITY SPECIFICATION TX 2 824 732

UNIX(R) SYSTEM V BINARY INTERFACE TX 2 824 713
WB(R) 3200 Processor Supplement

SYSTEM V APPLICATION BINARY TXu 498 197
INTERFACE Intel386(TM) Processor Supplement

UNIX(R) SYSTEM V/386 RELEASE 4: Mouse TXn 455 747
Driver Administrator's Guide

UNIX SYSTEM V/386 RELEASE 4 Network TX 2-943-774
User's and Administrator's Guide

UNIX SYSTEM V/386 RELEASE 4 PC- TX 2-900-957
Interface Administrator's Guide

UNIX SYSTEM V/386 RELEASE 4 TX 2 902 863
Programmer's Guide: SCSI Driver Interface

UNIX SYSTEM V APPLICATION BINARY TX 2 902 556
INTERFACE Motorola 88000 Processor
Supplement

UNIX SYSTEM V/386 RELEASE 4 TX 2 902 542
MULTIBUS(R) Reference Manual

UNIX(R) SYSTEM V RELEASE 4: Product TX 2 902 862
Overview and Master Index

UNIX(R) SYSTEM V RELEASE 4 TX 2 902 861
PROGRAMMER'S GUIDE: XWIN(TM)
Graphical Windowing System The X Toolkit

UNIX(R) SYSTEM V RELEASE 4 TX 2-900-958
Programmer's Guide: XWIN(TM) Graphical
Windowing System Xlib-C Language Interface

UNIX(R) SYSTEM V RELEASE 4 TX 2-0901-148
Programmer's Guide: XWIN(TM) Graphical
Windowing System Addenda: Technical Papers

UNIX SYSTEM V/386 RELEASE 4 Integrated TX 2 931 646
Software Development Guide

ATTACHMENT E
Page 2 of 8

TITLE OF THIS WORK REGISTRATION NUMBER

UNIX(R) SYSTEM V/386 RELEASE 4: TX 2 925 901
Product Overview and Master Index

UNIX(R) SYSTEM V RELEASE 4 TX 2-946-827
PROGRAMMER'S GUIDE: X11/NeWS(R)
Graphical Windowing System NeWS

UNIX(R) SYSTEM V RELEASE 4 TX 2-900-956
Programmer's Guide: X11/NeWS(R) Graphical
Windowing System tNt Technical Reference
Manual

UNIX(R) SYSTEM V RELEASE 4 TX 2 902 864
PROGRAMMER'S GUIDE: X11/NeWS(R)
Graphical Windowing System Server Guide

UNIX(R)SYSTEM V RELEASE 4 TX 2 907 117
PROGRAMMER'S GUIDE: X11/NeWS(R)
Graphical Windowing System XVIEW(TM)

UNIX(R) SYSTEM SOFTWARE READINGS TXn 3?? 345

UNIX(R) SYSTEM V RELEASE 4 TX 3 218 268
Programmer's Reference Manual Operating
System API for Intel Processors

UNIX(R) SYSTEM V RELEASE 4 User's TX 3 221 656
Reference Manual/System Administer's (sic)
Reference Manual for Intel Processors
Commands m-z

UNIX(R) SYSTEM V RELEASE 4 Integrated TX 3 221 657
Software Development Guide for Intel
Processors

UNIX SYSTEM V RELEASE 4 User's TX 3 227 639
Reference Manual/System Administrator's
Reference Manual for Intel Processors
Commands a-l

UNIX(R) SYSTEM V RELEASE 4 TX 3 218 286
Programmers Guide: Streams for Intel
Processors

ATTACHMENT E
Page 3 of 8

TITLE OF THIS WORK REGISTRATION NUMBER

UNIX(R) SYSTEM V RELEASE 4 Device TX 3 232 578
Driver Interface/Driver Kernel Interface
Reference Manual for Intel Processors

UNIX(R) SYSTEM V RELEASE 4 Master TX 3 221 653
Index for Motorola Processors

UNIX SYSTEM V RELEASE 4 Device Driver TX 3 220 500
Interface/Driver Kernel Interface Reference
Manual for Motorola Processors

UNIX(R) SYSTEM V RELEASE 4 User's TX 3 220 331
Reference Manual/System Administrator's
Reference Manual for Motorola Processors
Commands a-l

UNIX(R) SYSTEM V UTILITIES RELEASE TX 2 123 158
NOTES

UNIX(R) SYSTEM V STREAMS TX 2 123 157
PROGRAMMERS GUIDE

UNIX(R) SYSTEM V STREAMS PRIMER TX 2-120-499

UNIX(R) SYSTEM V PROGRAMMER'S TX 2-120-502
GUIDE

UNIX SYSTEM V/386 RELEASE 4 TX 2 902 541
MULTIBUS(R) Installation and Configuration
Guide

UNIX SYSTEM V/386 RELEASE 4 Transport TX 2 881 542
Application Interface Guide

UNIX SYSTEM V/386 RELEASE 4 Device TX 2-883-235
Interface/Driver Kernel, Interface (DDI/DKI)
Reference Manual

UNIX SYSTEM V/386 RELEASE 4 Migration TX 2-890-470
Guide

UNIX SYSTEM V/386 RELEASE 4 System TX 2 881 543
Administrator's Reference Manual

UNIX SYSTEM V/386 RELEASE 4 TX 2-853-760
PROGRAMMER'S REFERENCE MANUAL

ATTACHMENT E
Page 4 of 8

TITLE OF THIS WORK REGISTRATION NUMBER

UNIX SYSTEM V/386 RELEASE 4 User's TX 2-890-471
Reference Manual

UNIX SYSTEM V APPLICATIONS BINARY TX 2 862 662
INTERFACE: SPARC(TM) Processor
Supplement

UNIX SYSTEM V APPLICATIONS BINARY TX 2 870 036
INTERFACE: Motorola 68000 Processor
Family Supplement

UNIX(R) SYSTEM V RELEASE 4 User's TX 2 820 791
Reference Manual

UNIX(R) SYSTEM V RELEASE 4 USER'S TX 2 832 010
GUIDE

UNIX(R) SYSTEM V RELEASE 4 ANSI C TX 2 820 798
TRANSITION GUIDE

UNIX SYSTEM V RELEASE 3.2 SYSTEM TX 2 832 116
ADMINISTRATOR'S GUIDE

UNIX(R) SYSTEM V RELEASE 4 DEVICE T2 2 820 792
DRIVER INTERFACE/DRIVER KERNEL
INTERFACE (DDI/DKI) REFERENCE
MANUAL

UNIX(R) SYSTEM V RELEASE 4 TX 2 820 885
PROGRAMMER'S GUIDE POSIC (sic)
conformance

UNIX(R) SYSTEM V RELEASE 4 TX 2 833 114
PROGRAMMER'S GUIDE: Streams

UNIX(R) SYSTEM V RELEASE 4 TX 2 832 009
PROGRAMMER'S REFERENCE MANUAL

UNIX(R) SYSTEM V RELEASE 4 NETWORK TX 2 832 008
USER'S AND ADMINISTRATOR'S GUIDE

UNIX(R) SYSTEM V RELEASE 4 SYSTEM TX 2 830 989
ADMINISTRATOR'S REFERENCE
MANUAL

ATTACHMENT E
Page 5 of 8

TITLE OF THIS WORK REGISTRATION NUMBER

UNIX(R) SYSTEM V RELEASE 4 TX 2 820 849
PROGRAMMER'S GUIDE: Ansi (sic) C and
Programming Support Tools

UNIX(R) SYSTEM V RELEASE 4 TX 2 825 383
PROGRAMMERS GUIDE: System and
Application Packaging Tools

UNIX(R) SYSTEM V RELEASE 4 TX 2 820 886
MIGRATION GUIDE

UNIX(R) SYSTEM V RELEASE 4 TX 2 825 299
PROGRAMMER'S GUIDE: Character User
Interface (FMLI and ETI)

UNIX(R) SYSTEM V RELEASE 4 TX 2-878-051
BSD/XENIX(R) COMPATIBILITY GUIDE

UNIX(R) SYSTEM V RELEASE 4 TX 2 838 313
PROGRAMMER'S GUIDE: Networking
Interfaces

SYSTEM V APPLICATION BINARY TX 2 847 222
INTERFACE

AT&T UNIX System V/386, Release 3.2 TX 2 454 845
Utilities Release Notes

AT&T UNIX SYSTEM V/386 Release 3.2 TX 2 454 847
Streams Primer

UNIX SYSTEM V/386 Release 3.2 User's TX 2-488-749
Guide

AT&T UNIX SYSTEM V/386: Programmer's TX 2 454 884
Guide, Vol. II

UNIX SYSTEM v/386 Release 3.2 TX 2 494 658
Programmer's Reference Manual

UNIX SYSTEM V/386 Release 3.2 Streams TX 2 497 054
Programmer's Guide

UNIX SYSTEM V/386: Network TX 2 366 626
Programmer's Guide

ATTACHMENT E
Page 6 of 8

TITLE OF THIS WORK REGISTRATION NUMBER

UNIX(R) SYSTEM V/386: Programmer's TX 2 373 759
Reference Manual

UNIX(R) SYSTEM V/386: User's Guide, 2nd TX 2-363-829
edition

UNIX(R) SYSTEM V/386: User's Reference TX 2 365 627
Manual

UNIX(R) SYSTEM V/386: System TX 2-371-952
Administrator's Reference Manual

UNIX(R) SYSTEM V/386: Streams TX 2-367-657
Programmer's Guide

UNIX(R) SYSTEM V/386: Programmer's Guide TX 2-400-593

UNIX(R) SYSTEM V/386: Streams Primer TX 2 366 645

UNIX(R) SYSTEM V/386: System TX 2 378 091
Administrator's Guide

UNIX(R) SYSTEM V/386: Utilities Release TX 2 366 532
Notes

UNIX(R) SYSTEM V NETWORK TX 2 117 799
PROGRAMMER'S GUIDE

UNIX(R) SYSTEM V: User's Guide, 2/E TX 2 052 293

UNIX(R) SYSTEM V RELEASE 3.2: Framed TX 2 611 527
Access Command Environment (FACE) User's
Guide

UNIX(R) SYSTEM V RELEASE 3.2: Forms and TX 2 605 294
Menu Language Interpreter (FMLI)
Programmer's Guide

UNIX(R) SYSTEM V RELEASE 3.2: Utilities TX 2-611-984
Release Notes

UNIX(R) SYSTEM V RELEASE 3.2: TX 2 595 940
Programmer's Guide, Volume II

UNIX(R) SYSTEM V RELEASE 3.2: System TX 2-611-860
Administrator's Reference Manual

ATTACHMENT E
Page 7 of 8

TITLE OF THIS WORK REGISTRATION NUMBER

UNIX(R) SYSTEM V RELEASE 3.2: User's TX 2-611-861
Guide

UNIX(R) SYSTEM V RELEASE 3.2: TX 2-611-862
Programmer's Guide, Volume I

UNIX(R) SYSTEM V BINARY TX 2 824 711
COMPATIBILITY SPECIFICATION: ??(R)
32000 Processor Supplement

UNIX(R) SYSTEM V RELEASE 4: OPEN TX 2-900-893
LOOK(TM) Graphical User Interface
Programmer's Reference Manual

UNIX(R) SYSTEM V RELEASE 4: TX 2-900-966
Programmer's Guide: OPENLOOK(TM)
Graphical User Interface

UNIX(R) SYSTEM V RELEASE 4 OPEN TX 2-901-147
LOOK(TM) GRAPHICAL USER INTERFACE
USER'S GUIDE

UNIX(R) SYSTEM V RELEASE 3.2: System TX 2 611 530
Administrator's Guide

UNIX(R) SYSTEM V RELEASE 3.2: Streams TX 2 604 382
Programmer's Guide

UNIX(R) SYSTEM V RELEASE 3.2: TX 2 605 292
Programmer's Reference Manual

UNIX SYSTEM V: Documentor's Workbench, TX 2 986 119
Reference Manual

UNIX SYSTEM V: Documentor's Workbench, TX 2 986 118
User's Guide

UNIX System V/386 Release 3.2 System TX 2 454 792
Administrator's Guide

AT&T UNIX System V/386 Release 3.2 TX 2 454 792
Network Programmer's Guide

THE UNIX(TM) SYSTEMS USER'S GUIDE TX 1 788 418

UNIX(R) SYSTEM RELEASE 3.2: TX 2-611-862
Programmer's Guide, Volume I

ATTACHMENT E
Page 8 of 8

TITLE OF THIS WORK REGISTRATION NUMBER

UNIX SYSTEM V/386: Programmer's Guide TX 2 454 884
Vol. II

UNIX(R) SYSTEM V RELEASE 4 User's TX 3 218 267
Reference Manual/System Administrator's
Reference Manual for Motorola Processors
Commands m-z

UNIX(R) SYSTEM V RELEASE 4 System Files TX 3 221 654
and Devices Reference Manual for Motorola
Processors

UNIX(R) SYSTEM V RELEASE 4 TX 3 221 655
Programmer's Reference Manual: Operating
System API for Motorola Processors

Operating System Utility Programs TXu 301 868

UNIX(R) Operating System Edition 5 and TXu 510 028
Instruction Manual

UNIX(R) Operating System Edition 6 and TXu 511 236
Instruction Manual

UNIX(R) Operating System Edition 32V and TXu 516 704
Instruction Manual

UNIX(R) Operating System Edition 7 and TXu 516 705
Instruction Manual


ATTACHMENT F
CERTAIN THIRD PARTY ROYALTY PAYMENTS

PRODUCTS [OR COMPONENTS OF
THIRD PARTY PRODUCT(S)] ON WHICH
VENDOR ROYALTY IS DUE ROYALTY BASED ON

(1) Microsoft SVR3/SVR4/UW tgt bw of 386/486 binary units
PE, AS binary units

(2) Veritas Veritas products source/binary revenue
AS, DDM binary units

(3) OSF Motif product source/binary units
PE, AS, MOTIF KIT, SDK reference binary units
binary units

(4) Locus Locus Merge 3.1 binary units
PE, AS ADV/MRG, SRV/MRG binary units

Attachment G

Seller Contracts Containing Business-Related Rights
which are Terminable in the Event of Acquisition

October 16, 1992 Master Purchase and License Agreement between Seller and
Electronic Book Technologies, Inc.

June 1, 1995 CDE/MOTIF PST Joint Development Agreement among Seller and Digital
Equipment Corporation; Hitachi, Ltd.; International Business Machines
Corporation; Fujitsu Limited; Open Software Foundation, Inc.; X Consortium,
Inc.
and Sun Microsystems, Inc.

May 10, 1994 Trademark Relicensing Agreement between Seller and X/Open Company,
Ltd.

February 28, 1995 Software License Agreement between Seller and Atria Software,
Inc.

February 7, 1987 Development and License Agreement now in effect between Seller
and Microsoft Corporation


REPRESENTATIONS AND WARRANTIES OF BUYER DISCLOSURE SCHEDULE

3.3 Capitalization
Series C Agreement between the Santa Cruz Operation, Inc. and Microsoft
Corporation.

The Company is in the process of granting Hambrecht & Quist warrants to
purchase 50,000 shares of Common Stock at $7.75 per share as partial
consideration for services provided to the Company pertaining to the
subject transaction.

Also see 3.8 below

3.7 Litigation
In August 1993, a securities class action lawsuit was filed in Superior
Court of San Francisco, California and is now pending in the Superior
Court of Santa Clara County, California against the Company, Douglas
Michels, Lars Turndal, Dan Steimle, Larry Michels and the Company's
underwriters. The lawsuit alleges violations of the Securities Act of
1933, pertaining to alleged misrepresentations and omissions in the
Company's Registration Statement and Prospectus in connection with its
initial public offering. In May 1994, the case was dismissed. The
plaintiffs filed a notice of appeal in Jun 1994.

In February 1995, Micro-Quick Systems, Inc., a software dealer,
commenced legal action against the Company in the California Superior
Court in San Bernardino County seeking to recover unspecified damages
in excess of $1,000,000. Micro-Quick alleges the Company failed to
deliver conforming product and failed to support said product.

In May 1995, an action was filed in the Superior Court of Santa Cruz
County, California by a former employee against the Company and two
current employees alleging sexual harassment, employment discrimination,
breach of contract and related claims.

In August 1995, JSB Computer Systems, Ltd., a software vendor, filed a
complaint against the Company in the Superior Court of Santa Cruz
County, alleging breach of contract for failure to make appropriate
payments under the contract. JSB seeks to recover unspecified damages
in excess of $100,000.

The Company does not believe any of these lawsuits individually or in
the aggregate will have a material adverse impact on the Company.

3.8 Absence of Certain Changes
The Company has held and continues to hold informal discussions with
Microsoft Corporation regarding the purchase by the Company of
Microsoft's equity in the Company, in whole or in part. No commitments
have been made by either party.

3.10 Tax Returns and Reports
(i) SCO is in compliance with all material filing requirements.
Those filing requirements that SCO may not be in compliance with will not have
a material adverse effect on the business condition of SCO. Returns in this
latter category include an IX1 (?) Corporation California return for 9/93,
possible Arizona and Tennessee income tax returns, various sales tax returns in
the states of Washington, Wisconsin, Tennessee, etc. and business license
returns in Washington and Fairfax County, Virginia.

(ii) SCO is in compliance with all employer tax requirements.

(iii) No material tax delinquencies are outstanding against SCO. The
items mentioned in (i) above may give rise to delinquencies, but not of a
material amount. See (iv) below for waivers of the statute of limitation.

(iv) SCO is undergoing an IRS audit for the fiscal years 9/90 and
9/91 and has extended the statute of limitations for those years to 12/31/95.
The IRS auditor has advised that he will also audit 9/92, but this has not been
officially confirmed. SCO is undergoing a Texas sales tax audit and nexus
queries have been received from Tennessee, Wisconsin and Washington. None of
the audits or queries are expected to have a material adverse effect on the
business condition of SCO.

(v) None of SCO's assets are treated as "tax-exempt use property"
within the meaning of IRC 168(h).

(vi) SCO is not, and has not been, a "US real property holding
corporation" withing the meaning of IRC 897(c)(2).

08:52 PM EST

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