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did not have experience. CV intended to develop software for
future products, and it was necessary for CV to coordinate such
advancement with the development of the workstations by Sun.
Further, the parties had to develop an appropriate interface
between the systems in order to facilitate the use of Sun’s
workstations with CV’s existing product line. They also agreed
to contribute mutually to the design of new workstation products.
The parties agreed to broadly share all current product
information and knowledge relating to development of future
products and to exchange specific items such as hardware and
software. The joint development agreement also specified the
royalties to be paid by CV for Sun’s technology. It also gave CV
the right to manufacture workstations if Sun did not supply them
under the purchase agreement. Finally, although there was no
commitment to purchase any minimum volume of workstations, CV
agreed to purchase 50 percent of its workstation requirement from
Sun during the 3-year term of the purchase agreement. The joint
development agreement also stated that
9. CV Investment in Sun. The parties are entering
into a separate Agreement Relating to Investments by
* * * [CV] in Sun Microsystems, Inc. which provides for
loans by CV to Sun and investments by CV in Sun.
The Warrants and the Debt Financing
Both at the time of the negotiations and when the agreements
were entered into, neither CV nor Sun knew the extent, if any, to
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