An extract from the original agreement between IBM and the original SCO

DSM


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We've been wanting to see this contract from day one, the Monterey Agreement between IBM and the Santa Cruz Operation from October of 1998, and now we can add it to our collection. The most riveting clause is this one:

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15.2 Change of Control

Notwithstanding Section 15.1, IBM shall have the right to terminate this
Agreement immediately upon the occurrence of a Change of Control of SCO
which IBM in its sole discretion determines will substantially and
adversely impact the overall purpose of the cooperation set forth by
this Agreement and applicable Project Supplements or will create a
significant risk or material and adverse exposure of IBM's confidential
and/or technical proprietary information (which is subject to, and to
the extent of, confidentiality restrictions) ("Information"). For
purposes of this Agreement, control shall be deemed to be constituted by
rights, contracts or any other means which, either separately or jointly
and having regard to the consideration of fact or law involved, confer
the possibility of exercising decisive influence (other than by an
entity currently exercising such influence or any entity controlled by
or controlling such entity) on SCO by:

1. owning more than half the equity, capital or business assets, or

2. having the power to appoint more than half of the members of the
supervisory board, board of directors or bodies legally
representing SCO, or

3. having the right to directly manage SCO's business activities.

Subject to a plan deemed adequate by IBM to protect its Information, the
parties will agree to a wind-down period for activities under this
Agreement in case of termination for Change of Control. Such wind-down
period will take into consideration the party's outstanding commitments
relating to this Agreement and will not be less than 6 months. Any New
Entity (defined below) identified in Attachment B shall not be entitled
to any benefit of licenses granted by IBM under this Agreement in
relation to the IA-64 Product and shall not be entitled to receive any
Information, (including during any wind-down period). "New Entity" means
the entity assuming control as described in subparagraphs 1 through 3
above and all of such entity's then current subsidiaries and affiliates.
IBM's right to the Project Work upon a Change of Control shall be in
accordance with Section 15.4.

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