|
|
| Amendments to the Asset Purchase Agreement |
 |
|
Thursday, November 20 2003 @ 03:28 AM EST
|
SCO has filed with the SEC two more amendments to the Asset Purchase Agreement, Exhibit 99.1 Amendment No. 2 (dated October 16, 1996) and Exhibit 99.2 Technology License Agreement (dated September 19, 1995) both amending the Asset Purchase Agreement between Novell, Inc. and The Santa Cruz Operation, Inc. They add this information as well:
Additionally, The Santa Cruz Operation, Inc. filed with the Securities and Exchange Commission a Current Report on Form 8-K on December 21, 1995 (File No. 0-21484) in which the following agreements were filed together as Exhibit 2.1 and are publicly available:
• The Asset Purchase Agreement; and
• Amendment No. 1 to Asset Purchase Agreement dated December 6, 1995 between Novell, Inc. and The Santa Cruz Operation, Inc.
Copies of these agreements, which are not attached to this Current Report on Form 8-K, may be obtained by contacting [redacted]. I edited the contact information so the poor girl doesn't get spammed by bots, but you can find it in the original document filed with the SEC, should you wish to write. We have the Asset Purchase Agreement, so there is no need to write to request that. Amendment 2 makes reference to Amendment X, which can be found as text here. And here are both of the newly filed documents, Exhibits 99-1 and 99-2. I have highlighted the parts that leap off the page as being of interest.
*********************************************
Exhibit 99.1
AMENDMENT No. 2
TO THE ASSET PURCHASE AGREEMENT
As of the 16 th day of October, 1996, the September 19, 1995 Asset Purchase Agreement (the "Agreement") between Novell, Inc. ("Novell") and The Santa Cruz Operation, Inc. ("SCO") is amended in the following respects.
A.
With respect to Schedule 1.1(b) of the Agreement, titled "Excluded Assets", Section V, Subsection A shall be revised to read:
All copyrights and trademarks, except for the copyrights and trademarks owned by Novell as of the date of the Agreement required for SCO to exercise its rights with respect to the acquisition of UNIX and UnixWare technologies. However, in no event shall Novell be liable to SCO for any claim brought by any third party pertaining to said copyrights and trademarks.
B.
Except as provided in Section C below, and notwithstanding the provisions of Article 4.16, Sections (b) and (c) of the Agreement, any potential transaction with an SVRX licensee which concerns a buy-out of any such licensee's royalty obligations shall be managed as follows:
1.
Should either party become aware of any such potential transaction, it will immediately notify the other in writing.
2.
Any meetings and/or negotiations with the licensee will be attended by both parties, unless agreed otherwise. Novell's participation will be by personnel who are engaged in corporate business development.
3.
Any written proposal to be presented to the licensee, including drafts and final versions of any proposed amendments to the SVRX licenses, will be consented to by both parties prior to its delivery to the licensee, unless agreed otherwise.
4.
Prior to either parties' unilateral determination as to the suitability of any potential buy-out transaction, the parties will meet face to face and analyze the potential merits and disadvantages of the transaction. No such transaction will be concluded unless the execution copy of the amendment is consented to in writing by both parties, and either party will have the unilateral right to withhold its consent should it judge, for any reason whatsoever, the transaction to be contrary to its economic interests and/or its business plans and strategy.
5.
This Amendment does not give Novell the right to increase any SVRX licensee's rights to SVRX source code, nor does it give Novell the right to grant new SVRX source code licenses. In addition, Novell may not prevent SCO from exercising its rights with respect to SVRX source code in accordance with the Agreement.
6.
The parties agree that no member of Novell's sales force will receive a bonus, commission, quota attainment credit, or other type of sales incentive as a result of the buy-out of an SVRX license.
C.
Novell may execute a buy-out with a licensee without any approval or involvement of SCO, and will no longer be bound by any of the requirements stated in Section B. above, if: (i) SCO ceases to actively and aggressively market SCO's UNIX platforms; or (ii) upon a change of control of SCO as stated in schedule 6.3(g) of the Agreement.
D.
Novell and SCO agree to indemnify and hold harmless the other from and against any and all losses, liabilities, judgments, and costs incurred ("Liability") if either causes the other to incur Liability under Section 10 of Amendment No. X to Software Agreement SOFT-00015 as amended, Sublicensing Agreement SUB-00015A as amended, Software Agreement SOFT-00015 Supplement No. 170 as amended, and Substitution Agreement XPER-00015B ("Amendment No. X"). [emphasis added]
In witness whereof, the parties have executed this Amendment No. 2 to be signed by their duly authorized representatives as of the date first written above.
THE SANTA CRUZ OPERATION, INC.
By:
/s/ STEVEN M. SABBATH
Name:
Steven M. Sabbath
Title:
Vice President Law & Corporate Affairs
NOVELL, INC.
By:
/s/ JAMES R. TOLONEN
Name:
James R. Tolonen
Title:
EVP & CFO
*************************************************
Exhibit 99.2
TECHNOLOGY LICENSE AGREEMENT
This Agreement is made between Novell, Inc. ("NOVELL"), a Delaware corporation, and The Santa Cruz Operation, Inc. ("SCO"), a California corporation. The effective date of this Agreement shall be the Closing Date of the Asset Purchase Agreement.
WHEREAS, pursuant to the Asset Purchase Agreement, NOVELL shall be entitled to retain and to exercise, after the Closing Date, certain licenses for Licensed Technology, including related documentation and support.
NOW, THEREFORE, for mutual consideration, the adequacy and sufficiency of which are acknowledged, the parties agree as follows:
I. DEFINITIONS
For purposes of this Agreement:
"Asset Purchase Agreement" means the September 19, 1995 Asset Purchase Agreement between NOVELL and SCO, as amended by Amendment No. 1 to the Asset Purchase Agreement dated as of December 6, 1995.
"Assigned Vendor Agreement" means an agreement (i) originally entered into by NOVELL, or a predecessor in interest of NOVELL, for the acquisition of software to be incorporated into or bundled with Licensed Technology, and (ii) imposing payment obligations on NOVELL that were assumed by SCO under the Asset Purchase Agreement.
The terms "Assets", "Change of Control", "Closing Date", "Licensed Technology" and "Transitional Contracts" shall have the respective meanings attributed to such terms in the Asset Purchase Agreement.
II. NOVELL'S RETAINED LICENSES
A.
Effective upon the Closing Date and in connection with the transfer of the Assets by NOVELL to SCO pursuant to the Asset Purchase Agreement, NOVELL hereby retains, with the consent of SCO and, shall have a non-exclusive, non-terminable, world-wide, fee-free license to
(1)
use, reproduce and modify, and authorize its customers to use, reproduce and modify, Licensed Technology (including related documentation) in their respective internal business operations; and
(2)
subject to paragraphs B and C of this Section II, to sublicense and distribute, and authorize its customers to sublicense and distribute, such Licensed Technology and modifications thereof, in source and binary form; provided, however, that (i) such technology and modifications may be sublicensed and/or distributed by NOVELL solely as part of a bundled or integrated offering ("Composite Offering"); (ii) such Composite Offering shall not be directly competitive with core application server offerings of SCO, and (iii) the Licensed Technology shall not constitute a primary portion of the value of such Composite Offering. SCO understands and acknowledges that such restrictions on sublicensing and/or distribution shall not affect any rights specifically retained by NOVELL under the Asset Purchase Agreement, including but not limited to rights under Transitional Contracts. [emphasis added]
B.
In the event of a Change of Control of SCO, and commencing with the effective date of such Change of Control, the proviso in subparagraph IIA(2) setting forth restrictions on the sublicense and/or distribution of Licensed Technology and modifications thereof shall cease to exist.
C.
In the event of a Change of Control of NOVELL, and commencing with the effective date of such Change of Control, the term "Composite Offering" in the proviso of subparagraph IIA(2) above shall be restricted to bundled and integrated offerings of NOVELL or its customers, as the case may be, that have been developed or substantially developed as of the effective date of such Change of Control.
III. OWNERSHIP
As between NOVELL and SCO:
(1)
Ownership of Licensed Technology shall reside in SCO.
(2)
Ownership of any modifications made to Licensed Technology pursuant to the licenses specified in Section II above shall reside in NOVELL.
IV. REIMBURSEMENT TO SCO FOR CERTAIN PAYMENT OBLIGATIONS
In the event that the exercise of any of NOVELL's licenses specified in Section II above results in an obligation on the part of SCO to remit any payment to a third party under an Assigned Vendor Agreement, NOVELL shall reimburse SCO for the amount of any such payment remitted by SCO to such third party.
V. SUPPORT
With respect to any version or load of the "Eiger" product forming part of the Licensed Technology, SCO shall provide to NOVELL a reasonable degree of support to assist NOVELL's licensing activities pursuant to Section II above.
VI. DISCLAIMER OF WARRANTY
THE PARTIES AGREE THAT LICENSED TECHNOLOGY IS PROVIDED "AS IS". ANY AND ALL WARRANTIES OF ANY KIND WHATSOEVER WITH RESPECT TO LICENSED TECHNOLOGY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY PROPRIETARY RIGHT, ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
VII. ASSIGNMENT
A.
Neither party hereto may assign this Agreement or any of its rights hereunder to any other person or entity without the prior written consent of the other party; provided, however, that either party may assign its rights and delegate its obligations under this Agreement to its corporate parent, another subsidiary of such parent, or a third party transferee of substantially the entire portion of such party's business to which this agreement relates.
B.
Subject to Paragraph A of this Section, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of NOVELL and SCO and is not intended to confer upon any other person any rights or remedies hereunder.
VIII. ENTIRE AGREEMENT
This Agreement and the Asset Purchase Agreement constitute the entire understanding between the parties with respect to its subject matter, and supersede all prior understandings, both written and oral, between them relating to such subject matter.
IX. NO WAIVER
No waiver, modification or amendment of any provision of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both parties.
X. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with, the substantive laws of California.
IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives on the respective dates indicated below.
NOVELL, INC.
By:
/s/ R. DUFF THOMPSON
Title:
Senior Vice President-Corporate Development
THE SANTA CRUZ OPERATION, INC.
By:
/s/ ALOK MOHAN
Title:
Chief Executive Officer
Date:
December 6, 1995
Date:
December 6, 1995
|
|
|
|
| Authored by: Anonymous on Thursday, November 20 2003 @ 05:19 AM EST |
| So SCO is apparently planning to file the world's shortest-lived
lawsuit...
SCOX: Your honor, Novell is using the IP we refused to identify
in the case down the hall, and is competing directly against us with
it!
Judge: What's this bit here about change of control?
SCOX: Nothing.
We are SCO. The agreement was made with SCO. No change at all...
Judge:
Um, yeah... And does your IP constitute a majority of their competing product
per the agreement?
SCOX: Um... Yes, your honor. Linux contains derivative
code from our UNIX product, and so becomes derivative on its own. Under terms
of our license agreements, all derivative products are controlled by us. So
aside from the NetWare part, it's all ours; actually, NetWare is ours, too since
they integrated it with our code.
Judge: Hmm. Let's... keep going through
this. You say Linux contains derivative code, but you have failed to show my
colleagues in the next courtroom any specific examples. Would you care to
explain?
SCOX: Your honor, we have shown our examples. The
Defendant has refused to co-operate with us to provide more specific
information. Without it we can only provide vague clues as to where it might
be. We know it's in there somewhere!
Judge: Do you have anything to add,
Defendant?
NOVL: No, your honor. I believe the record speaks for itself.
We move for dismissal with prejudice along with attorney's fees.
Judge: So
ordered.
Side note: Everybody's been dissing SCO saying their primary
business is now litigation, but in a way, Novell will be competing with
SCO if they purchase SuSE. They'll be selling Linux, and SCO will be attempting
to collect money from Linux users. That's disturbingly close to the truth for
something from SCO... [ Reply to This | # ]
|
| |
| Authored by: nealywilly on Thursday, November 20 2003 @ 05:23 AM EST |
Exhibit 99.1 - Now, what they are saying here is, "See, this second
amendment does give us the right to copyrights to exercise our rights to the
UNIX and UnixWare technologies we bought."
I agree that it gave Original SCO these rights and I think it would be
inequitable if the seller (Novell) had not conveyed to them (Original SCO) the
rights to use the copyrights of the code they were sold to defend against true
(or reasonably alleged) infringers.
Question now is: Does this apply to SCO since they are not Original SCO? And
more importantly, how does it not?
Exhibit 99.2 - Here SCO is saying, "See, I told you we have a non-compete
agreement with Novell."
Again, I agree that if Novell offers a product that is primarily composed of the
UNIX and UnixWare technologies (which would obviously include the specific code)
that they (Original SCO) bought, then that would be in violation of this
non-compete clause (this is clearly a clause in the Technology License
Agreement, not a Non-Compete Agreement).
However, the question remains: Does this apply to SCO since they are not
Original SCO? And how does it not?
Key excerpt: *** B. In the event of a Change of Control of SCO, and commencing
with the effective date of such Change of Control, the proviso in subparagraph
IIA(2) setting forth restrictions on the sublicense and/or distribution of
Licensed Technology and modifications thereof shall cease to exist.
Does the original Purchase Agreement make these clauses/agreements inapplicable?[ Reply to This | # ]
|
| |
| Authored by: nealywilly on Thursday, November 20 2003 @ 06:12 AM EST |
According to the Disclaimer of Warranty, there's not a thing SCO can do
to/against Novell if SCO must pay damages to the UC Berkley or BSDs or anyone
who successfully claims proprietary rights to the code SCO claims to own by way
of the Novell/original SCO purchase agreement, although it's clear SCO thought
they were paying for unencumberred code.
Maybe this is why they want to directly go after BSD next.
*** WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY PROPRIETARY RIGHT, ARE
EXPRESSLY DISCLAIMED AND EXCLUDED ***
Further, if Novell owns SuSE Linux-distro and SCO sues, they can't even make
the modifications and derivative works argument about Linux being tainted with
their "IP" by IBM because none of IBM's alleged contributions were
included in the assets Novell sold. So SCO can only rely on Linus containing
actual UNIX and UnixWare technologies that were specified in the purchase
agreement at the time of the transaction in 1995.[ Reply to This | # ]
|
| |
| Authored by: Jude on Thursday, November 20 2003 @ 06:58 AM EST |
...this non-compete issue has one thing in common with several of SCO's other
issues: It isn't immediately obvious how the contract and agreements should
apply to the SCO's claims, and a lot of litigation may be needed to sort the
mess out.
Yesterday, I saw at least one article in the press that suggested Darl might not
be getting the best legal advice from Boies. Another writer suggested tha Boies
may have an unusual amount of control over SCO's decisions. I've also seen
mention of possible ethics violations by the Boies firm.
I wonder if the issues raised in SCO's lawsuits are really being chosen solely
on the basis of SCO's best interests. It seems possible to me that Boies may
be deliberately suggesting difficult issues, which would run up a lot of
billable hours and give him an opportunity to enhance his reputation.
An alternate explanation might be that SCO knows they can't win, and is just
trying to prolong the litigation as much as possible. In this case, Boies
might very well be doing what his client wants, and the question becomes whether
or not Darl is doing the best for SCO's shareholders.
[ Reply to This | # ]
|
| |
| Authored by: Anonymous on Thursday, November 20 2003 @ 07:14 AM EST |
Even George Weiss now thinks that SCO could be jeopardizing their
business.
http://www3.gartner.com/DisplayDocument?doc_cd=118545
"We believe
that these moves compromise SCO's mission as a software company. Increasingly,
the legal and financial aspects of the intellectual property infringement cases
will absorb the company's attention, and a law firm will be in an increasingly
powerful position to set the overall agenda for its compensation."
"For
customers of SCO Open Server and UnixWare, an unfavorable judgment could cause
SCO to cease operations or sell itself. That could harm future support and
maintenance. Just in case, prepare a plan for migrating to another platform
within two years."[ Reply to This | # ]
|
| |
| Authored by: Anonymous on Thursday, November 20 2003 @ 07:17 AM EST |
PJ, please do emphasize the change of control paragraph! :-)
[ Reply to This | # ]
|
| |
| Authored by: Mark_Edwards on Thursday, November 20 2003 @ 07:42 AM EST |
Anyone have any ideas about the lastest IBM filing? It seems that they have an
extra lawyer who just happens to work for boies law company?!
[ Reply to This | # ]
|
| |
| Authored by: phrostie on Thursday, November 20 2003 @ 07:43 AM EST |
"C. Novell may execute a buy-out with a licensee without any approval or
involvement of SCO, and will no longer be bound by any of the requirements
stated in Section B. above, if: (i) SCO ceases to actively and aggressively
market SCO's UNIX platforms; or (ii) upon a change of control of SCO as stated
in schedule 6.3(g) of the Agreement. "
what/where is 6.3(g)?
---
=====
phrostie
Oh I have slipped the surly bonds of DOS
and danced the skies on Linux silvered wings.
http://www.freelists.org/webpage/cad-linux[ Reply to This | # ]
|
| |
| Authored by: roxyb on Thursday, November 20 2003 @ 07:54 AM EST |
| check out
http://www.internetwk.com/breakingNews/showArticle.jhtml?articleID=16101277
and discover that Mr McBride tells us to expect:
Longer
term, expect SVR 6, which will be 64-bit Unix on
Intel. That is a few years
out.
I was under the impression that they claimed IBM took
their 64
bit work and "enhanced" AIX and Linux with it?
But now, it seems, it is not
even functional within
SCO?
Roland Buresund
---
--
I'm
Still Standing...
[ Reply to This | # ]
|
| |
| Authored by: photocrimes on Thursday, November 20 2003 @ 08:11 AM EST |
Well it looks like Novell has a sense of humor:
http://www.novell.com
Can you say poking Darl with a stick.[ Reply to This | # ]
|
| |
| Authored by: Anonymous on Thursday, November 20 2003 @ 08:32 AM EST |
| http://www.theregister.co.uk/content/4/34102.html [ Reply to This | # ]
|
| |
| Authored by: belzecue on Thursday, November 20 2003 @ 08:48 AM EST |
Former SCO employee Jack Craig, now an SDK support engineer at another
software company,
reports
:
"They (SCO officials) should be prosecuted like the crooks at Enron. As a past
SCO employee, you may hear my indignation below. While it was later excised and
replaced with UDI code, I wonder how the world would take the news that
SCO/Caldera paid a contract house in San Jose over $150,000 to port the
NetBSD USB stack to osr5! They sure don't mind stealing open source when it
suites them! My rage at them forces this email ... freakin'
ghouls!"
[ Reply to This | # ]
|
| |
| Authored by: Clifton Hyatt on Thursday, November 20 2003 @ 09:11 AM EST |
McBride: The funny part is we didn't even talk to Microsoft
about this
outside the normal public interest level things...
when we talk to them
it's about what's happening in the
marketplace.
source
what does that mean?? so he is saying they did talk
with MS about public interest level things and what's
happening in
the marketplace?? a little more than "do we
need a license?", "yes you do
that will be $50 million" ?
and it's when they talk to
them, present tense,
indicating an ongoing dialog. an whats the dialog about?
why
public interest level things and what's happening in the
marketplace, but there is no collusion, silly rabbitts.
that is
what is refered to as "a tell",
subconciously/inadvertantly "telling" the
truth. McBride is a
very sloppy speaker. [ Reply to This | # ]
|
| |
| Authored by: tcranbrook on Thursday, November 20 2003 @ 09:37 AM EST |
| In this
article , developers of BDS repsond to the SCO threats.
"SCO seems to be
trying to pull off a hostile takeover of Linux to remain in business, so I think
that the Novell-SuSE merger is going to be a more important effort for their
lawsuit. To attack BSD seems rather foolish to me -- fewer users, less overall
investment than Linux and Novell."
[ Reply to This | # ]
|
- BDS developers respond - Authored by: maxhrk on Thursday, November 20 2003 @ 09:38 AM EST
- Apple - Authored by: Anonymous on Thursday, November 20 2003 @ 10:40 AM EST
- Apple - Authored by: Anonymous on Thursday, November 20 2003 @ 08:15 PM EST
| |
| Authored by: Jude on Thursday, November 20 2003 @ 10:27 AM EST |
I'm not sure what Darl thinks he can accomplish by challenging the BSD
settlement. Maybe Darl doesn't know, either, but I have a guess.
It seems possible that BSD code was put into SysV after the BSD settlement
happend, but before Caldera (aka New SCO) bought the SysV code. Is Darl trying
to claim that all of this BSD code now belongs to SCO because it was in SysV
when Caldera bought it?
If so, wouldn't that be like me buying a book, and then turning around and
filing copyright infringement lawsuits every time I saw another copy of
something that was in "my" book?
[ Reply to This | # ]
|
| |
| Authored by: Anonymous on Thursday, November 20 2003 @ 11:30 AM EST |
No, that's not the time limit the last poster was referring to. See the last
paragraph of Sec. 6.3.
c) Expansion of Seller's Rights Relating to the Licensed Technology upon a
Change of Control. Until two (2) years from the Closing Date, in then event
Buyer has merged with, sold shares representing 50% or more of the voting power
of Buyer to, sold all or substantially all of Buyer's assets to, or engaged
voluntarily in any other change of control
transaction with any
[ Reply to This | # ]
|
- Time limit - Authored by: Anonymous on Thursday, November 20 2003 @ 11:50 AM EST
| |
| Authored by: Beyonder on Thursday, November 20 2003 @ 11:54 AM EST |
Hasn't anyone clued the courts in yet as to the whole Old-SCO versus New-SCO
nonsense?
Hey IBM, RedHat, Novell, Suse, pay attention!
someone needs to let the courts know about the factual history behind all this,
including Calderas contributions of Old-SCO "proprietary technology"
to Linux (not that it exists any more most likely), and also let the court know
about New-SCOs pathetic attempts to pull the wool over the courts eyes as to
differentiating Old-SCO vs New-SCO, etc, and Novells waiver rights in regard to
all this...
Assuming that no one already has I mean...[ Reply to This | # ]
|
| |
| Authored by: fb on Thursday, November 20 2003 @ 12:45 PM EST |
It's beginning to be clear that Boies is not merely an opportunist in this
affair. He's looking more and more like a motivator and essential strategist
from the get-go.
Do we have any clear idea exactly what the circumstances and
chronology really were regarding Boies's first involvement?
What if
anything do we know about history between Boies and Canopy/Noorda/Yarro?
[ Reply to This | # ]
|
- Dates and history - Authored by: Anonymous on Thursday, November 20 2003 @ 07:56 PM EST
| |
| Authored by: old joe on Thursday, November 20 2003 @ 04:37 PM EST |
I think this bit is worth highlighting:
(1) Ownership of Licensed Technology shall reside in SCO.
(2) Ownership of any modifications made to Licensed Technology pursuant to the
licenses specified in Section II above shall reside in NOVELL.
1) appears to transfer the old Unix copyrights to SCO.
2) appears to give NOVELL the right to GPL any changes or additions it makes to
the old Unix code.
Joe
.[ Reply to This | # ]
|
| |
| Authored by: Anonymous on Thursday, November 20 2003 @ 05:54 PM EST |
Hmmmm
Lets see
SCO filed in Utah
Redhat in Delaware
and the agreement says it's governed by the laws of California.
Is there a Jurisdictional issue here?[ Reply to This | # ]
|
| |
| Authored by: Anonymous on Friday, November 21 2003 @ 04:41 PM EST |
I'm not entirely sure that SCO isn't being intentionally confusing regarding
their entire strategy. Lets recap, they sue IBM claiming breech of contract but
wont show the evidence. This pumps the stock up on the basis they might be
right.
They claim Linux is a unauthorized derivitive work, againing bumping up stock
price. They go on a campaign which can correctly be called a scare tactic
threatening everyone using Linux with potential lawsuits for copyright
infringment.
They then say they want to work with the Linux user community (note not the
developers) so they will offer a gracious discounted license program to avoid
litigation. Note the license essentially says licensees are not entitled to any
refund of any kind.
At no time have the offered the Linux community at-large any substantial and
damning proof of their claims. What they showed to their own user base appears
to be highly suspect. We have a bunch of non-technologically inclined people
saying they've seen the offending code but can't reveal what it is because
they had to sign an NDA to see it. None of these people are from companies that
distribute or create products for Linux.
Now there's talk of taking remedy against Novell with again a confusing and
vague set of contracts and ammendments that may or may not apply.
I suggest all of this ambiguity is intentional on their part and is part of a
carefully orchestrated campaign to get people to license something that SCO
knows they don't own. A large campaign has been waged in the press to increase
pressure on companies that have money to pony up for licenses and something to
lose if they are sued and lose in court, or can't afford to litigate against
SCO.
Even if SCO loses their suit against IBM or settles it (more likely in my
opinion), they are creating enough fear and constantly ratcheting up the
pressure on the majority of businesses using Linux that they will most likely
see a huge profit from this ill conceived venture. Remember the no-refund
clause? My guess is most companies that pay up because they can't afford
litigation are in a catch-22 when they discover they have been ripped off by
SCO, they can't afford to litigate to get the money back.
Someone watch Darl's stock portfolio, methinks a gradual selloff is in line for
the next few years while this all hashes out.[ Reply to This | # ]
|
| |
| Authored by: pooky on Monday, December 08 2003 @ 11:07 AM EST |
B. In the event of a Change of Control of SCO, and commencing with the
effective date of such Change of Control, the proviso in subparagraph IIA(2)
setting forth restrictions on the sublicense and/or distribution of Licensed
Technology and modifications thereof shall cease to exist.
The above
excerpt states quite clearly that if SCO changes ownership the non-compete
clause shall cease to be in effect. Here's an article about the 2000 aquisition
of SCO's UNIX business by
Caldera.
http://www.cbronline.com/research_centres/b21f81d77412ac9e80256d
350047d2be
Caldera Systems took few people by surprise when it bought
Santa Cruz Operation's (SCO's) Unix business at the beginning of August 2000.
Apart from the fact that SCO had visibly been losing interest in its core Unix
business in favour of its thin-client Tarantella technology for months, it was
also vital for Caldera, who needed the staff and skills.
Caldera
bought SCO's UNIX rights and renamed itself to SCOGroup later. So my question is
this. SCO didn't really change ownership more than it's name. The UNIX rights
however did change hands. Does this event fall into the scope of "change of
control of SCO"? It would seem logical to me that it does. If so, SCOG has no
case against Novell, period.
-pooky ---
IANAL, etc... [ Reply to This | # ]
|
|
|
|
|
