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The 1995 Novell-SCO Asset Purchase Agreement's Schedules - Updated
Sunday, December 07 2003 @ 08:52 PM EST

I will be posting a number of documents today and tomorrow and the next day, as we get them transcribed. When I have it all up, I'll tell you what I think it means. Meanwhile, as you read the raw materials, look for the answer to this question:

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

Meanwhile, review the 1995 Asset Purchase Agreement and Amendment 2. Some of the clues are in there. It'll be fun, like a jigsaw puzzle.

To start us off, here 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.

[ Update: Note that Attachment B lists "May 10, 1994 Trademark Relicensing Agreement between Seller and X/Open Company, Ltd.". That listing helps in understanding the Excluded Assets language in the APA in the category "Intellectual Property": "A. All copyrights and trademarks, except for the trademarks UNIX and UnixWare." It also helps in understanding Amendment 2's language regarding excluded assets: "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." This document of missing Schedules also lists the agreements with publishers, one of which SCO later referenced to try to demonstrate that all copyrights had transferred. One final note: this PDF of the missing schedules has Schedule 1.1(c) being "Assumed Liabilities". This is not what the APA itself has. It lists 1.1(b) for that subhead. It has 1.1(c) as "Liabilities Not Assumed". However, we never change any PDFs, even if we think they are wrong. But we do highlight the differences we notice them.]

*********************************************************

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 1.2(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).



  


The 1995 Novell-SCO Asset Purchase Agreement's Schedules - Updated | 133 comments | Create New Account
Comments belong to whoever posts them. Please notify us of inappropriate comments.
The 1995 Novell-SCO Asset Purchase Agreement's Schedules
Authored by: Anonymous on Sunday, December 07 2003 @ 11:14 PM EST
Interesting stuff in 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
Fu jitsu
So, what would have happened if IBM bought them out? Section 6.3(a) holds an answer.

[ Reply to This | # ]

The 1995 Novell-SCO Asset Purchase Agreement's Schedules
Authored by: Anonymous on Sunday, December 07 2003 @ 11:14 PM EST
Of course what we are looking for is a copyright for the SVRX Operating Systems.
Something newer than these:

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

---
Each SOFTWARE PRODUCT shall become subject to this agreement on acceptance by
AT&T of a supplement executed by LICENSEE that indentifies such SOFTWARE
PRODUCT

[ Reply to This | # ]

The 1995 Novell-SCO Asset Purchase Agreement's Schedules
Authored by: Alex on Sunday, December 07 2003 @ 11:19 PM EST

Very, very interesting. PJ, you're the bomb!

I find it very interesting that SCO waited until after their contract with
Novell was terminated (December 31st, 2002) before they sued IBM.

I'm also wondering how much (if anything) Caldera paid Novell in Unix
royalties.

Also, does anyone know what Eiger, MXU, and White Box are.

Alex

---
Hey Darl!! Did Ross Perot draw your chart?"

[ Reply to This | # ]

Eiger product
Authored by: beast on Sunday, December 07 2003 @ 11:35 PM EST
The Eiger product apparently refers to UnixWare 2.1 according to this page: SCO and Unixware Acronyms.

[ Reply to This | # ]

Who owned the copyright at the time...?
Authored by: Anonymous on Monday, December 08 2003 @ 12:01 AM EST
If Caldera/SCO paid royalties to Novell until the 31st of
last year, then is not Novell the de-facto "copyright
holder" of record and legal standing for all these things
until last year?

If Novell is in fact the legal copyright holder of record
for the past few years, and Novell was both aware of, and
presumably approved the possible GPL distribution or re-use
of existing code at the time, then even if there is, by
some stretch, SCO ip claims to some minor or miscellaneous
code in the Linux Kernel, and while SCO may not like that,
their successor interests certainly do not invalidate the
expressed wishes of those of the prior copyright holder of
the time.

Would this mean that Novell was functionally the
custodian/legal copyright holder of record when "ancient"
unix code was also released by Caldera, and hence the
authority to state under what conditions that release was
actually performed under?

If these things are true, then I do not see how current SCO
can disclaim/refute the expressed wishes of the copyright
holder of record at the time, or where they even have legal
standing to persue a copyright complaint about issues
resolved before they became a successor interest.

In short, I don't see how their current copyright ownership
to Unix today gives them any say over past actions of prior
copyright holders, or any basis to launch any kind of
copyright dispute based on past behavior and actions
whatsoever.





[ Reply to This | # ]

SVRx Converted Units
Authored by: beast on Monday, December 08 2003 @ 12:30 AM EST

While transcribing this, one of the items that really jumped out at me was in Schedule 2.2(b) concerning royalties. Look at part (f) about "SVRx Converted Units" noting, in particular, the last paragraph. Old SCO would have gotten all of the royalties if it had been able to convert its licensees to UnixWare - as long as it included NDS (which I assume is Novell Directory Services - someone correct me if it is something else). As far as I am aware, none of the major UNIX licensees has ever included NDS, thus depriving old and new SCO of a good chunk of the royalties.

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.

[ Reply to This | # ]

The 1995 Novell-SCO Asset Purchase Agreement's Schedules
Authored by: rand on Monday, December 08 2003 @ 12:35 AM EST
I know this is a huge post, and I hope it looks OK on your screens, but I'm
putting this up for everyone else to peruse while I try to disect this stuff
more (gee, thanks, PJ; it's almost bedtime again, you temptress...)

Here are the two "real" Unix copyrights.

Registration Number: TXu-510-028
Title: UNIX.
Edition: 5th ed.
Note: Computer program; with programmer's manual by K. Thompson, D. M.
Ritchie.
Claimant: Unix System Laboratories, Inc.
Created: 1973
Registered: 25Mar92
Title on Application: UNIX operating system.
Author on Application: American Telephone & Telegraph Company (employer
for hire)
Miscellaneous: C.O. corres.
Special Codes: 1/C

Registration Number: TXu-511-236
Title: UNIX.
Edition: 6th ed.
Note: Computer program; with programmer's manual by K. Thompson, D. M.
Ritchie.
Claimant: Unix System Laboratories, Inc.
Created: 1975
Registered: 7Apr92
Title on Application: UNIX operating system.
Author on Application: American Telephone & Telegraph Company (employer
for hire)
Previous Related Version: Prev. reg. 1992, TXU 510-028.
Claim Limit: NEW MATTER: revisions & additions.
Miscellaneous: C.O. corres.
Special Codes: 1/C

And here are the registrations by SCOG.
Note that software registrations only require a few pages from the start and end
of the program to qualify.

Also note that they only claim "NEW MATTER: revisions."

Registration Number: TX-5-705-356
Title: UNIX system V, release 4.1ES.
Description: Computer program.
Note: Printout (20 p.) only deposited.
Claimant: the SCO Group, Inc.
Created: 1991
Published: 27Jun91
Registered: 30Jun03
Author on Application: UNIX System Laboratories, Inc., employer for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028, et al.
Claim Limit: NEW MATTER: revisions.
Special Codes: 1/C

Registration Number: TX-5-750-268
Title: UNIX system V release 3.2/386.
Description: Computer program.
Note: Printout (20 p.) only deposited.
Claimant: the SCO Group, Inc.
Created: 1988
Published: 18Jul88
Registered: 9Jul03
Author on Application: AT&T, employer for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: revisions.
Miscellaneous: C.O. corres.
Special Codes: 1/C

Registration Number: TX-5-750-269
Title: UNIX system V : release 3.1.
Description: Computer program.
Note: Printout (source code) only deposited.
Claimant: the SCO Group, Inc.
Created: 1987
Published: 30Apr87
Registered: 7Jul03
Author on Application: computer program: AT&T (employer for hire)
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: revisions.
Miscellaneous: C.O. corres.
Special Codes: 1/C

Registration Number: TX-5-750-270
Title: UNIX system V : release 3.0.
Description: Computer program.
Note: Printout (source code) only deposited.
Claimant: the SCO Group, Inc.
Created: 1986
Published: 23May86
Registered: 7Jul03
Author on Application: computer program: AT&T (employer for hire)
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: revisions.
Miscellaneous: C.O. corres.
Special Codes: 1/C

Registration Number: TX-5-750-271
Title: UNIX system V : release 3.2.
Description: Computer program.
Note: Printout (source code) only deposited.
Claimant: the SCO Group, Inc.
Created: 1988
Published: 14Apr88
Registered: 7Jul03
Author on Application: computer program: AT&T (employer for hire)
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: revisions.
Miscellaneous: C.O. corres.
Special Codes: 1/C

Registration Number: TX-5-762-234
Title: UNIX System V : release 4.1.
Description: Computer program.
Note: Printout (20 p.) only deposited.
Claimant: SCO Group, Inc.
Created: 1991
Published: 27Jun91
Registered: 3Jul03
Author on Application: UNIX System Laboratories, Inc. (employer for hire)
Previous Related Version: Prev. reg. 1992, TXu 510-028 et al.
Claim Limit: NEW MATTER: revision.
Special Codes: 1/C

Registration Number: TX-5-762-235
Title: UNIX System V : release 4.2.
Description: Computer program.
Note: Printout (20 p.) only deposited.
Claimant: SCO Group, Inc.
Created: 1992
Published: 25Jun92
Registered: 3Jul03
Author on Application: UNIX System Laboratories, Inc. (employer for hire)
Previous Related Version: Prev. reg. 1992, TXu 510-028 et al.
Claim Limit: NEW MATTER: revision.
Special Codes: 1/C

Registration Number: TX-5-776-217
Title: UNIX system V : release 4.0.
Description: Computer program.
Note: Printout only deposited.
Claimant: SCO Group, Inc.
Created: 1989
Published: 3Nov89
Registered: 16Jul03
Author on Application: UNIX System Laboratories, Inc., employer for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: rev. computer program.
Miscellaneous: C.O. corres.
Special Codes: 1/C

I urge all to go to
http://www.copyright.gov/records/cohm.html
or
http://www.copyright.gov/records/
and poke around.

Final note: I could not find any assignment of unix copyrights to OldSCO,
Caldera, or SCOG. ????
Enjoy.


---
IANAL, etc.

[ Reply to This | # ]

OCRing PDFs, JPGs, and TIFFs
Authored by: Thomas Frayne on Monday, December 08 2003 @ 12:43 AM EST
PJ, I have a utility called Abbyy FineReader, which, under Win4Lin, will OCR
image files, including PDFs, to produce searchable PDFs with the exact original
images.

The text can be edited before saving to a PDF. The editor skips from one
uncertainly recognized word to the next, and if the program guesses right, a
single click confirms the program's choice. For good images like the last one
I sent you, almost all the guesses are right. The case when the program is
sure, but wrong, can occur, and may not be spotted, but is extremely rare.
After editing and saving to a PDF, it is a simple matter to select the text and
copy it into a message.

If the image is poor, like some of the old contracts, it is easier to transcribe
them than to correct a large number of wrong guesses.

If you have image files that you want to convert to searchable PDFs or text,
please let me know. My scanner is not currently available, so someone else
would have to scan documents that are in paper format.

[ Reply to This | # ]

Attachment E
Authored by: Anonymous on Monday, December 08 2003 @ 12:52 AM EST
I'm confused, but the list of things that the Seller has
handed over the Copyright in to the Buyer appears to
be simply a list of manuals. Where exactly is the
Copyright in the source and binaries?

If all SCO purchased was the right to reprint the
manuals, I think they are completely out of luck using
this document to claim ownership over Unix.

[ Reply to This | # ]

  • Attachment E - Authored by: rand on Monday, December 08 2003 @ 01:02 AM EST
    • Attachment E - Authored by: Anonymous on Monday, December 08 2003 @ 01:43 AM EST
      • Attachment E - Authored by: beast on Monday, December 08 2003 @ 02:14 AM EST
        • Attachment E - Authored by: Anonymous on Monday, December 08 2003 @ 02:27 AM EST
      • Attachment E - Authored by: Anonymous on Monday, December 08 2003 @ 08:16 AM EST
        • Attachment E - Authored by: Anonymous on Monday, December 08 2003 @ 07:54 PM EST
    • Attachment E - Authored by: beast on Monday, December 08 2003 @ 01:46 AM EST
    • Attachment E - Authored by: Rhys Weatherley on Monday, December 08 2003 @ 04:40 AM EST
  • Attachment E - Authored by: Pyro on Monday, December 08 2003 @ 10:19 AM EST
    • Attachment E - Authored by: rand on Monday, December 08 2003 @ 10:58 AM EST
      • Attachment E - Authored by: Pyro on Monday, December 08 2003 @ 11:23 AM EST
        • Attachment E - Authored by: Anonymous on Monday, December 08 2003 @ 12:12 PM EST
The 1995 Novell-Santa Cruz Operations Asset Purchase Agreement's Schedules
Authored by: MyPersonalOpinio on Monday, December 08 2003 @ 01:19 AM EST

Something interesting to consider is how these agreements transfer over from Santa Cruz Operations (now Tarantella) to Caldera (now SCO)

[ Reply to This | # ]

New article on ArsTechnica
Authored by: _Arthur on Monday, December 08 2003 @ 01:25 AM EST
Judge to SCO: cough up the code

http://arstechnica.com/news/posts/1070860667.html

With citation of ESR: "Nothing so far stands up under five minutes of
scrutiny."

_Arthur

[ Reply to This | # ]

OT: Novell will challenge SCO over Unix ownership
Authored by: Captain on Monday, December 08 2003 @ 03:54 AM EST
http://www.theinquirer.net/?article=9719

[ Reply to This | # ]

The 1995 Novell-SCO Asset Purchase Agreement's Schedules
Authored by: nealywilly on Monday, December 08 2003 @ 05:42 AM EST
I'm trying to gain insight into Amendment 2:
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." [emphasis added]

1) Did SCO only acquire rights from Novell to the extent that they need them to defend of its (SCO's) copyright infringement claims?

1a) Does SCO own these rights outright (exclusively) or does Novell retain and share them with SCO?

1b) If they share these rights, who has ultimate control?

2) Does "with respect to the acquisition" mean the execution of the Purchase Agreement (i.e., just the act of the acquisition, say for filing/regulatory purposes) or the acquisition act plus the continuing ownership and exercise of rights?

I admit that 2 is probably too narrow and anal retentive (although that may not be possible considering IANAL = I+ANAL), but it seems like if these rights are excluded from the excluded assets in a purchase, then they would by definition have been purchased and now owned by SCO (ignoring the change of control clause for now).

[ Reply to This | # ]

The 1995 Novell-SCO Asset Purchase Agreement's Schedules
Authored by: PeteS on Monday, December 08 2003 @ 06:04 AM EST
Incredible work.

Now here's something very interesting. Although Novell is selling (from the Assets)

Schedule 1.1(a) Assets (Page 1 of 4)

1. All rights and ownership of UNIX and UnixWare, including but not limited to all versions of UNIX and UnixWare and all copies of UNIX and UnixWare (including revisions and updates in process), and all technical, design, development, installation, operation and maintenance information concerning UNIX and UnixWare, including source code, source documentation, source listings and annotation, appropriate engineering, notebooks, test data and test results, as well as all reference manuals and support materials normally distributed by Seller to end-users and potential end-users in connection with the distribution of UNIX and UnixWare, such assets to include without limitation the following:

UNIX Source Code Products

A. UnixWare 2.0 as described in the UnixWare 2.0 Licensing Schedule and those products listed as "prior" products on such schedule (includes source code updates where appropriate - i.e. UnixWare product family).

B. UNIX SVR4.1 ES as described in the UNIX SVR4.1 ES Licensing Schedule and those products listed as "prior" products on such schedule.

C. UNIX SVR4.0 MP as described in the UNIX SVR4.0 MP Licensing Schedule and those products listed as "prior" products on such schedule.

D. Ancillary SVRx Products (a final list of which shall be developed by the partied prior to the Closing)

So they are selling the Unix and Unixware line, including source.

But let's see what they are not selling

Schedule 1.1(b) Excluded Assets (Page 2 of 2)

V. Intellectual Property:

A. All copyrights and trademarks, except for the trademarks UNIX and UnixWare.

B. All Patents

So they never sold or gave rights to any copyrights associated with anything, according to this agreement. There may, of course, be some addenda that changes this, but this agreement appears to specifically preclude and copyright infringement suit by SCOX based on the sale to them of the assets above.

---
Artificial Intelligence is no match for natural stupidity

[ Reply to This | # ]

The 1995 Novell-SCO Asset Purchase Agreement's Schedules
Authored by: Pyro on Monday, December 08 2003 @ 06:11 AM EST
IANALALDGMAH (I am not a lawyer and legal documents give me a headache), but

Schedule 1.1(b) Excluded Assets
- cut -
V. Intellectual Property:

A. All copyrights and trademarks, except for the trademarks UNIX and UnixWare.

B. All Patents
- cut -


The Amendment modified the copyright line

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.


This kind of depends on how the contract defines SCO's rights with respect to the acquisition, but the asset purchase says

Schedule 1.1(a) Assets (Page 1 of 4)

1. All rights and ownership of UNIX and UnixWare, including but not limited to all versions of UNIX and UnixWare and all copies of UNIX and UnixWare


These rights probably also transfer to SCOG, as Amendment 2 states:

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.
- emphasis mine -


Since SCO sold their UNIX division to Canopy/SCOG, the rights probably transferred.

---
Back off man, I'm a computer scientist

[ Reply to This | # ]

The 1993 University of California amicus brief
Authored by: old joe on Monday, December 08 2003 @ 06:23 AM EST
I posted this before but it seems relevant here. It's about the amicus brief
the University of California issued in 1993 giving their view of the case
between ATT/USL and BSDi
[http://cm.bell-labs.com/cm/cs/who/dmr/bsdi/930107.amicus.txt]

PJ I think this document would be a useful addition to the quotes database!

Summary of the best bits:

The document was prepared by the University of California in January 1993 for
the ATT Unix Software Laborotories (USL) vs BSD Inc (BSDi) court case.

Unix 32V (for the DEC VAX) was released by ATT in 1978 and the University of
California bought a license in April 1979 (for the chemistry Dept.) In 1981 they
bought another license for the computing dept which had some crucial ammendments
(IN CAPS).

"Uses for "academic and educational purposes" means uses
directly related to teaching and degree-granting programs
AND USES IN RESEARCH BY STUDENTS AND FACULTY, PROVIDED THAT THE RESULTS OF SUCH
RESEARCH ARE NOT INTENDED PRIMARILY FOR THE BENEFIT OF A THIRD PARTY AND THAT
SUCH RESULTS ARE PUBLISHED AND ARE AVAILABLE TO THE PUBLIC FOR NO MORE THAN
REPRODUCTION AND SHIPPING CHARGES"

So the requirement to open source your contributions to Unix was invented by ATT
and UofC long before the GPL!

On the 1st of January 1984 ATT came out from under the restrictions which had
forbidden it from marketing software and the wording of their Unix licenses
began to change. The UofC were obviously worried USL would try to retroactively
apply the new license terms to the code developed by the University. A letter of
May 15 1985, signed by both parties, confirms that "AT&T does not
assert any ownership interest in any modification or derivative work made by
LICENSEE"
Over the next few years ATT issue various new licenses "clarifying"
the previous license then try to assert vague IP rights and then have to go back
and issue ammendments to the licenses acknowledging the University have rights
to own their own work.

In August 1986 ATT signed a license with the University allowing ATT to sell
code from BSD4 - the Berkeley Software Distribution prepared by the University.
As part of this license ATT formally acknowledged that the University owned
their contributions. Since BSD Unix still contained some ATT code the University
did not license this to others.

The University made numerous improvements to Unix and incorporated them in their
internal Berkeley Software Distribution (BSD) The University also made their
additions to Unix (but not the ATT code) available to the public, as required by
the ATT license. (Does anyone know if the University copyrighted these?)

ATT and later USL (after they acquired Unix from ATT) incorporated these
changes
into their commercial releases of Unix, notably Unix SV4 - the current version
in 1993 when this document was written. UofC estimate that about half of the
code in SV4 came from BSD.

Most of the rest of the SV4 code is from the original Unix 32V code. The
copyrights to this were not registered within 5 years of publication as
required
by the then copyright act and so it is not protected by copyright. It cannot be
considered a trade secret because ATT did not take the appropriate actions to
keep it secret - for instance when they published a list of license holders
they
missed UofC from the list! The 32V code is public domain.

The University did distribute those components of their BSD Distribution which
were clean of ATT code - as their ATT license required them to! In some cases
UofC re-engineered the files to clean out the ATT code so they could be
released. In June 1991 these components were released to the public bundled as
NET2. These files did not yet add up to a complete operating system.

BSDi then redistributed NET2, as the license from the University allowed.
(Despite the similar name BSDi is not affiliated with the University.)

Next USL brought the court case against BSDi (not against the University) to
stop BSDi distributing NET2 on the grounds that NET2 is a Unix derivative work.

When they finally present their experts findings UofC comments that - even if
USL did have a valid 32V copyright - which they don't -
"USL claims similarities to 32V in only 30 of the almost 10,000 files in
(UofC's) Net2; those 30 files contain less than 1% of the 1.7 million lines of
code in Net2. To the extent similarities exist, they are either
well-established
mnemonic devices for file names or interface standards."

Salient points:
* Much of the Unix SV4 code comes from BSD (owned by the University
of California, licensed to USL) or from Unix 32V (Public domain).
* The original BSD copyrights appear to still be owned by the University Of
California. It appears BSDi, Wind River etc only have licenses to use this
original code.

Interesting Eh?

Joe

[ Reply to This | # ]

PJ -- Blake Stowell on Computerworld
Authored by: Anonymous on Monday, December 08 2003 @ 07:35 AM EST
Well, Computerworld Australia has a story on friday's hearing. I'm not entirely surprised but completely disgusted over the lack of coverage on the ONLY news so far in this case. Oh, well. Let's hope this changes. Anyway, I found interesting the following remark by Blake Stowell:

"This is a normal course of action in a court case and we look forward to providing what they're asking for, and we look forward to requesting items of them that they have not yet provided," he said.

They look forward, eh? Someone must explain to them they were not required to wait until the judge demanded they do so!

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SCO owns the infamous AT&T "backing store" patent?
Authored by: surak on Monday, December 08 2003 @ 07:35 AM EST

SCO owns the infamous AT&T "backing store" patent? The one AT&T successfully sued MIT over (for X11)?

Does anybody know what happened with this patent? I remember reading about it years ago, but I don't know what happened with it.

What I'm wondering is: could SCO sue the XFree86 Project or Microsoft or Apple for that matter over this patent? Should I be giving SCO any ideas? ;)

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The 1995 Novell-SCO Asset Purchase Agreement's Schedules
Authored by: zjimward on Monday, December 08 2003 @ 09:03 AM EST

After reading this I wondered what each party thought about the code. What is
SVRx and Unixware? As stated above there was a conscience to put SVR code into
Unixware. Thanks to the Quote DB here's what I captured:

We didn't want to spend years clearing out the old copyright issues in the face
of corporate opposition. So, instead we worked on Linux Kernel Personalities to
bring Linux application compatibility to SCO Unix (formerly UnixWare) and
OpenServer.

[...] We were no longer thinking about mixing code; we were trying to create a
common development environment. We were trying to keep the Unix and Linux
kernels separate, while tying them to common APIs and ABIs.-- Ransom Love,
2003-09-25

After reading that it makes Unixware sound like a obsolete package. I'm trying
to remember did Caldera rename Unixware to SCO Unix? If so then the The Open
Group changed the name back.

"Our interpretation of this is that we have the copyrights for Unix and
UnixWare technologies," said SCO spokesman Blake Stowell.-- Blake Stowell,
2003-06-05

I can't answer that right now for legal reasons. It will be discussed in court.
But we're not talking about insignificant amounts of code. It's substantial
System V code showing up in Linux.-- Darl McBride, 2003-04-24

"We're finding...cases where there is line-by-line code in the Linux
kernel that is matching up to our UnixWare code," McBride said in an
interview. In addition, he said, "We're finding code that looks likes
it's been obfuscated to make it look like it wasn't UnixWare code--but it
was."-- Darl McBride, 2003-05-01

It appears that we aren't just talking about SVRx code, but both SVRx and
Unixware. Of course, according to what is read above SVRx code was placed into
Unixware.

Will SCO try to sue over gnu gcc?

We have a lot of royalties coming to us from C++. It was interesting to see the
depth of Caldera's intellectual capital.-- Darl McBride, 2002-08-15

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The begining of the patents wars
Authored by: tcranbrook on Monday, December 08 2003 @ 09:38 AM EST
Here is an article about the begining of MS's patent war against Linux. We have know it was coming since the release of the Infamous 'Holloween Document'.

"While attention has been focused on The SCO Group's IP suit against free software, Microsoft itself has prepared the ground for a full scale patent licensing program in which smaller vendors will be the most vulnerable."

As we are learning with the SCO battle, having IBM as an ally is a very useful thing. With the present set of relationships, it's no longer MS vs Linux, it is MS vs Linux/IBM. It has rightly been pointed out a number of times that IBM is a profit making company, obliged to maximize stockholder value. But I believe that they have switched to Open Source, and Linux, for the same reason most of the rest of us have. It is Free, as in Freedom. MS made a big mistake when they withheld IBM's lincense untill the last minute for the OEM distribution of Win 95/98 (I can not off hand find details on this, so I'm not sure which version is was.)

This showed IBM just how much power MS had over IBM. Not just over their products, but also over their strategic plans and decisions. It also showed clearly that MS is willing to use that power with a ruthless and uncompromising savegry. IBM necessarily decided to correct that situation, and to make sure it never happens again. Thus, we have the IBM Linix gambit. And MS will meet a formidable foe in IBM with any patent war launched against Linux.

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The SVR4 Source Code Assets are in Schedule 1.1(a)
Authored by: anwaya on Monday, December 08 2003 @ 10:07 AM EST
These schedules are the "missing" schedules. The schedules which are not missing are in this article, posted November 16.

Schedule 1.1(a) begins:

1. All rights and ownership of UNIX and UnixWare, including but not limited to all versions of UNIX and UnixWare and all copies of UNIX and UnixWare (including revisions and updates in process), and all technical, design, development, installation, operation and maintenance information concerning UNIX and UnixWare, including source code, source documentation, source listings and annotation, appropriate engineering, notebooks, test data and test results, as well as all reference manuals and support materials normally distributed by Seller to end-users and potential end-users in connection with the distribution of UNIX and UnixWare, such assets to include without limitation the following:

UNIX Source Code Products

A. UnixWare 2.0 as described in the UnixWare 2.0 Licensing Schedule and those products listed as "prior" products on such schedule (includes source code updates where appropriate - i.e. UnixWare product family).

B. UNIX SVR4.1 ES as described in the UNIX SVR4.1 ES Licensing Schedule and those products listed as "prior" products on such schedule.

C. UNIX SVR4.0 MP as described in the UNIX SVR4.0 MP Licensing Schedule and those products listed as "prior" products on such schedule.

I think this gives them the assets they need.

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Copyrights...Where did THESE come from?
Authored by: rand on Monday, December 08 2003 @ 03:20 PM EST
WHAT THE HECK???

I just found 4 SVrx registrations for NOVELL
and they're dated 3 months AFTER SCOG's SVrx
registrations.


Registration Number: TX-5-803-363
Title: UNIX System V : release 3.2.
Description: Computer program.
Note: Printout (source code) only deposited.
Claimant: Novell, Inc.
Created: 1988
Published: 14Apr88
Registered: 14Oct03
Date in Notice: notice: 1984
Author on Application: program: UNIX System Laboratories, Inc., employer
for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: additions & revisions.
Miscellaneous: C.O. corres.
Special Codes: 1/C

Registration Number: TX-5-803-364
Title: UNIX System V : release 3.0.
Description: Computer program.
Note: Printout (source code) only deposited.
Claimant: Novell, Inc.
Created: 1986
Published: 23May86
Registered: 14Oct03
Date in Notice: notice: 1984
Author on Application: program: UNIX System Laboratories, Inc., employer
for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: additions & revisions.
Miscellaneous: C.O. corres.
Special Codes: 1/C

Registration Number: TX-5-803-365
Title: UNIX System V : release 3.1.
Description: Computer program.
Note: Printout (source code) only deposited.
Claimant: Novell, Inc.
Created: 1987
Published: 30Apr87
Registered: 14Oct03
Date in Notice: notice: 1984
Author on Application: program: UNIX System Laboratories, Inc., employer
for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: additions & revisions.
Miscellaneous: C.O. corres.
Special Codes: 1/C

Registration Number: TX-5-803-367
Title: UNIX System V : release 3.2/386.
Description: Computer program.
Note: Printout (source code) only deposited.
Claimant: Novell, Inc.
Created: 1988
Published: 18Jul88
Registered: 14Oct03
Author on Application: program: UNIX System Laboratories, Inc., employer
for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: additions & revisions.
Special Codes: 1/C


Definitely more research needed...keep ya posted.

---
IANAL, etc.

[ Reply to This | # ]

SVr2/SVr3/SVr4 copyrights
Authored by: rand on Monday, December 08 2003 @ 05:36 PM EST
Sorry it took so long.

SVr2/SVr3/SVr4 -- Novell's copyright registrations

These were all registered AFTER the registrations by SCOG.

Registration Number: TX-5-789-380
Title: UNIX System V/386 release 4, version 3.
Description: Computer program.
Note: Printout (71 p.) only deposited.
Claimant: Novell, Inc.
Created: 1989
Published: 15Oct89
Registered: 22Sep03
Author on Application: UNIX System Laboratories, Inc., employer for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: additional, new & rev. progamming text.
Special Codes: 1/C

Registration Number: TX-5-789-381
Title: UNIX System V/386 release 4.2.
Description: Computer program.
Note: Printout (71 p.) only deposited.
Claimant: Novell, Inc.
Created: 1992
Published: 25Jun92
Registered: 22Sep03
Author on Application: UNIX System Laboratories, Inc., employer for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: additional, new & rev. progamming text.
Special Codes: 1/C


Registration Number: TX-5-803-363
Title: UNIX System V : release 3.2.
Description: Computer program.
Note: Printout (source code) only deposited.
Claimant: Novell, Inc.
Created: 1988
Published: 14Apr88
Registered: 14Oct03
Date in Notice: notice: 1984
Author on Application: program: UNIX System Laboratories, Inc., employer
for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: additions & revisions.
Miscellaneous: C.O. corres.
Special Codes: 1/C

Registration Number: TX-5-803-364
Title: UNIX System V : release 3.0.
Description: Computer program.
Note: Printout (source code) only deposited.
Claimant: Novell, Inc.
Created: 1986
Published: 23May86
Registered: 14Oct03
Date in Notice: notice: 1984
Author on Application: program: UNIX System Laboratories, Inc., employer
for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: additions & revisions.
Miscellaneous: C.O. corres.
Special Codes: 1/C

Registration Number: TX-5-803-366
Title: UNIX System V : release 4.1ES.
Description: Computer program.
Note: Printout (source code) only deposited.
Claimant: Novell, Inc.
Created: 1991
Published: 27Jun91
Registered: 14Oct03
Author on Application: program: UNIX System Laboratories, Inc., employer
for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: additions & revisions.
Special Codes: 1/C

Registration Number: TX-5-803-367
Title: UNIX System V : release 3.2/386.
Description: Computer program.
Note: Printout (source code) only deposited.
Claimant: Novell, Inc.
Created: 1988
Published: 18Jul88
Registered: 14Oct03
Author on Application: program: UNIX System Laboratories, Inc., employer
for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: additions & revisions.
Special Codes: 1/C

Registration Number: TX-5-820-488
Title: UNIX system V release 3/386.
Description: Computer program.
Note: Printout (50 p.) only deposited.
Claimant: Novell, Inc.
Created: 1987
Published: 1Jan87
Registered: 14Oct03
Author on Application: computer program: UNIX System Laboratories, Inc.,
employer for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: revisions & additions.
Special Codes: 1/C

Registration Number: TX-5-820-489
Title: UNIX system V release 4.2MP.
Description: Computer program.
Note: Printout (50 p.) only deposited.
Claimant: Novell, Inc.
Created: 1995
Published: 1Jan95
Registered: 14Oct03
Author on Application: computer program: UNIX System Laboratories, Inc.,
employer for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: revisions & additions.
Special Codes: 1/C

Registration Number: TX-5-820-490
Title: UNIX system V release 2.
Description: Computer program.
Note: Printout (50 p.) only deposited.
Claimant: Novell, Inc.
Created: 1984
Published: 1Apr84
Registered: 14Oct03
Author on Application: computer program: UNIX System Laboratories, Inc.,
employer for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: revisions & additions.
Special Codes: 1/C

Registration Number: TX-5-820-491
Title: UNIX system V release 4.1ES/386.
Description: Computer program.
Note: Printout (50 p.) only deposited.
Claimant: Novell, Inc.
Created: 1991
Published: 27Jun91
Registered: 14Oct03
Author on Application: computer program: UNIX System Laboratories, Inc.,
employer for hire.
Previous Related Version: Prev. reg. 1992, TXu 510-028.
Claim Limit: NEW MATTER: revisions & additions.
Special Codes: 1/C

---
IANAL, etc.

[ Reply to This | # ]

The 1995 Novell-SCO Asset Purchase Agreement's Schedules
Authored by: tredman on Monday, December 08 2003 @ 09:00 PM EST

IASFFBALINEF (I am so far from being a lawyer it's not even funny...)

Having no legal skills whatsoever, but being very interested in the outcome of this case, there's really only one part of the document that jumps out at me. If somebody has already brought this up, please flog me repeatedly and hang me out to dry.

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

Now does this mean that, as soon as OldSCO changed hands to (correct me if I'm wrong) Caldera, would this mean that all rights under this agreement are null and void, since the successor to OldSCO is not one of the above-mentioned companies?

Like I said before, ignorance is bliss, and I'm giddy, but could somebody clarify that for me?

Tim

[ Reply to This | # ]

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