Schedule 2.1(c) (or is this e?) 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. Oblication of product support and customer suervice concerning UnixWare and Eiger. SCHEDULE 2.2(b) Buyer shall make payments of the royalties in accordance with the structure set fort 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. In the event that Buyer's net shipments and licenses of UW Products shall reach or exceed 130% of the units contemplated by the Plan for such year, Buyer shall not have royalty obligations in connection with such shipments or licenses over such 130% threshold (the "Annual Cap"). In the event that the actual sale and license of units of UW Products fail to reach 40% of the Plan for any given year as contemplated by (b)(i) above, then 30% of the Plan units for such year may be carried forward and added to the following year solely for the purposes of determining the Annual Cap on royalties for such subsequent year. (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 originaol 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 Sales Over $1.5 Million Sales Over $1 Million Microsoft Microsoft Microsoft AT&T AT&T AT&T Hewlett-Packard Hewlett-Packard Hewlett-Packard Fujitsu Fujitsu Fujitsu NEC NEC NEC Siemens-Nixdorf Siemens-Nixdorf Siemens-Nixdorf ICL ICL ICL Digital Equipment Digital Equipment Digital Equipment IBM IBM IBM Silicon Graphics Silicon Graphics Silicon Graphics Hitachi Hitachi Motorola 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. Dosini-Salis(?) 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 ??(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).