Documents

Amendment No. 2 to Asset Purchase Agreement

Description
16 November 1996. By The Santa Cruz Operation, Inc. and Novell, Inc. This document may only be used for purposes such as criticism, review, private study, scholarship, or research.
Categories
Published
of 4
All materials on our website are shared by users. If you have any questions about copyright issues, please report us to resolve them. We are always happy to assist you.
Related Documents
Share
Transcript
  Amendment 2 77477-001 \DOCS_DE: 1 51435 2  AMENDMENT No.2 TO THE ASSET PURCHAE AGREEMENT l',it1~ . f\ i L¡ _ As of t.he ~ day of LL ;rll.¡ ) 1996, the September 19, 199J Asset Purchase Agreement (the  Agreement ) between Novell, Inc. ( Novell ) and The Santa Cru 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: Al copyrights,and trademarks, except for the copyrghts and trdemarks owned by Novell as of the date of the Agreement requied for sea to exercise its rights with respect to the acquisition of UN and UnixWare technologies. However, in no event shall Novell be liable to sea for any clai ?:i(). gh.t by any thd par perting to said copyrghts and trademarks. B. Except as provided in Section C below, and notwthstading the provisions of .Ai.cle 4.16, Sections (b) and (c) of the Agreement, any potential tranaction with anS'VRX licensee which concern a buy-out of any such licensee's royalty obligations shall be manged as follows: 1. Should either par become aware of any such' potential traiaction, it will imediately notify the other in writing. -- . 3.' lily meetigs and/or negotiations with the licensee will be attended by both pares, uness agreed othenvise. Novells parcipation will be by personnel who are'engaged in corporate busLTless development. .AnY written proposal to be presented to the licensee, including drs and fial versions of any proposed amendments to the SVRX licenses, will be consented to by both paries prior to its delivery. to the licensee, uness agreed otherwse. Prior to either pares' unlateral determnation as to the suitability of any potential buy-out tranaction, the paries Vvill meet face to face and analyze the potential merits and disadvantaizs of the transaction. No such tranaction will be concluded uness the executibn cõpy of the amendment is consented to in wrting by both pares, and either par \viIl have the unilateral right to \vithold its consent should it judge, for any reason whatsoever. the transaction to be contrar to its economic interests and/or its-business plans and strategy. - , . ) 4. This Amendment does not give Novell the right to increase any SVR.X licenset's rI£hts to SV~ ' source code. nor does it rve Novell the right to grant new SVR. X sõurce code licenses. In addition, Novell-may not prevent šeo from exercising its rights with respect to SV~X source code in accordance with the Agreement. G:\LEGAL\TP_ANSFER'SCO\Ai\IEND3 ,1-0  6.' The paries àgee that no member of Novell's sales force wil receive a bonus, commssion, quota attent credit, or other tye of sales inèentive as a result of the buy-out of an SVR license. C. Novell may execute a buy-out with a licensee without any approval or involvement of sea, , and wil no longer be bound by any of the requiements stated in Section B. above, if: (I) SCO ceases to actively and aggressively market SCO's UN platform; or (ü) upon a change of control of SCO as stated in schedule 6.3(g) of the Agreement. . D. Novell and sea agree to inderr and hold haness the other from and agai any and all losses. liabilities, judgments, and cost incured ( Liability'') if either causes the other to incur Liability under Section 10 of Amendment No. X to Softare Agreement SOFT-OOOI5 as amended, Sublicensing Agreement SUB-00015A as amended, Softare Agreement SOFT- 00015 Supplement No.' 1 70 as amended, and Substitution Agreement XFER-OOO 15B ( Amendment No. X ). In witness whereof, the pares have executed ths Amendment No.2 to be signed by their duly, authorized representatives as of the date fist wrtten above. THE SA.i'JTA CRUZ OPERATION, INC. ~ 'y  , 1 '  ; , i I ì _ i\-r \1' /\ , 1.1.: By: '-,, -'-' ' \ ,~\ - -(''',J ,- NOVELL, INe. By: Name: ;' i ...._fi, \ J P \, \ ~ ~ .. ') ... . .. r¡ , r L, (' \ i ..J - ... ~ Ir' . I 'v i .,. .:)L..:j t.\¿~''' 1 \_ Name: Title: ~/, '-:,' '1 ì 0. )  i V r;. , / r. ~ -i.. i . \ \ l:. V i e .J_, \; ' . .~ : .' (',r, \, ,: l.' \.,~: ~ ~ - , / .- i -.. fÎ (t= , r_/ i,~.t) i- V0Î (~c_, iA.\ \ ¡:\ L '''',  \ 'J Title: G:\LEGAL \ Tlt..NSFER\SCO\AMEND3, i-o  6. The pares agree that no member of Novell s sales force wil receive a bonus, commssion, quota attent credit, or other tye of sales incentive as a result of the buy-out of an SVR license. e. Novell may execute a buy-out with a licensee without any approval or ínvolvement of sea, and wil no longer be bound by any of the requiements stated in Section B. above, if: (1) seo ceases to actively and aggressively market seo s UN platforms; or (ii) upon a change of control of sea as stated in schedule 6.3 g) of the Agreement. D. Novell and sea agre to indemnfy and hold haress the other from and agai any and all losses, liabilties, judgments, and costs incured ( Liability ) if either causes the other to incur Liability under Section 10 of Amendment No. X to Softare Agreement SOFT-000I5 as amended, Sublicensing Agreement SUB-OOOI5A as amended, Softa,e Agreement SOFT- 00015 Supplement No. i 70 as amended, and Substtution Agreement XFER-00015B ( Amendment No. X ). In witness whereof, the pares hav~ executed this i\mendrent No.2 to be sigred by,their duly authoried repres~ntatives as of the, date fist wrtten above. TE SANTA CRUZ OPERATION, INC. Name: BY:P~~ Name: ::~~ 12 OL.~ By: r-~ Title: Title: E.u lJ it C- G:\LEGAL\TRANS FER\SCO\AEND3. i -0

Remedies

Nov 8, 2018

Bible Study Cp

Nov 8, 2018
Search
Tags
Related Search
We Need Your Support
Thank you for visiting our website and your interest in our free products and services. We are nonprofit website to share and download documents. To the running of this website, we need your help to support us.

Thanks to everyone for your continued support.

No, Thanks