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encompass: (1) An exchange of current product technologies; (2)
cooperation on future product development; (3) sharing of field
support services and facilities; (4) investment participation in
Sun by CV; and (5) the basis for use of mutually owned designs
and manufacturing implementations. The terms regarding the
purchase of workstations themselves were “subject to the terms
and conditions of a separate OEM contract to be negotiated
between the parties”. Consummation of the transactions outlined
in the agreement was subject to a number of conditions, including
the signing of definitive agreements implementing the basic
understanding set forth in the June 17, 1983, agreement.
The June 17, 1983, agreement contemplated that Sun would
grant to CV two stock warrants and a convertible debenture
(debenture). The first warrant was to be exercisable if, within
a 36-month period, CV had transacted $20 million of business with
Sun, consisting of purchases of Sun-manufactured products and
royalties paid by CV. The second stock warrant (second warrant)
was to be exercisable if CV’s business with Sun (computed on the
same basis) reached a level of $30 million within the same 36-
month period.6 Sun regarded the warrants as an incentive for CV
6
The June 17, 1983, agreement provided in relevant part:
(E) Investment Participation in Sun by CV
--Warrants (5 Year)
(continued...)
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