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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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