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The Definitive Agreements
On or about November 22, 1983, CV and Sun executed the
following three agreements (agreements): A purchase agreement
(purchase agreement), pursuant to which Sun agreed, inter alia,
to sell CV certain workstations on certain terms and conditions
and CV agreed, inter alia, to abide by the terms and conditions
in the event it purchased any workstations from Sun; an Agreement
Relating to Investments by Computervision Corporation in Sun
Microsystems, Inc. (investment agreement), which related, inter
alia, to the warrants and the debenture to be issued by Sun to
CV; and a joint development agreement (joint development
agreement), which related, inter alia, to the joint development
of certain computer products and provided for the $1 million loan
referred to in the June 17, 1983, agreement. The division of the
respective undertakings of CV and Sun into separate agreements
had no particular significance, and the parties viewed the
agreements as a single integrated agreement.
Pursuant to the terms of the purchase agreement, as set
forth in the exhibit entitled "Volume Pricing Terms", CV was
allowed an "across the board" discount of 40 percent on all
purchase orders for the first 6 months, and after that, a maximum
volume discount of 40 percent off list price. The purchase
agreement, which ran for a period of approximately 3 years,
contained no reference to the warrants. It also provided the
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