Computervision International Corp. - Page 16

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          grant CV the right to manufacture the workstations were Sun’s               
          capacity insufficient.  Sun also set forth its method of                    
          discounting purchases, which was to allow a 36-to 40-percent                
          discount from the list price of a product for purchases of                  
          between $10 million and $30 million, and a 40-percent discount              
          for purchases above $30 million.  In a May 11, 1983, letter to              
          CV, Sun made reference to a “maximum Computervision discount” of            
          45 percent.5  Neither letter discussed stock warrants.                      
               Although CV made a preliminary decision to select Apollo as            
          its vendor, CV continued to consider Sun because (1) Sun                    
          possessed valuable technology and know-how with respect to UNIX,            
          a nonproprietary, open computer operating system that CV believed           
          was best suited to provide the open system environment desired by           
          its customers, but with which CV did not have experience, and (2)           
          Sun aggressively pursued the business.  CV decided to propose to            
          Sun a technology sharing arrangement under which CV and Sun would           
          jointly develop a workstation using Sun’s technology and the UNIX           
          operating system.  Also, in order to both allow CV to manufacture           
          workstations and assure Sun that CV would purchase workstations             
          manufactured by Sun and would not manufacture all the                       
          workstations itself, CV decided to propose to Sun a “reverse                


          5                                                                           
               Such discount apparently represented the sum of the maximum            
          quantity discount from list price offered by Sun (viz, 40                   
          percent) and the discount allowed for early payment (viz, 5                 
          percent).                                                                   




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