Computervision International Corp. - Page 25

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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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Last modified: May 25, 2011