ORCL » Topics » . Material Contracts.

This excerpt taken from the ORCL 8-K filed Mar 6, 2007.
. Material Contracts. (a) Section 5.14 of the Company Disclosure Schedule contains a complete and correct list of each of the following Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is legally bound as of the date hereof:

     (i) (A) each of the 20 largest Contracts between the Company or any of its Subsidiaries and an end-user customer for the license of Company Software Products (determined on the basis of aggregate license revenues received by the Company and its Subsidiaries, taken as a whole, over the four consecutive fiscal quarter period ended December 31, 2006), (B) each of the 10 largest Contracts between the Company or any of its Subsidiaries and a non-end user customer, including any customer that embeds one or more Company Software Product into one or more product of such customer for the license of Company Software Products (determined on the basis of aggregate license revenues received by the Company and its Subsidiaries, taken as a whole, over the four consecutive fiscal quarter period ended December 31, 2006), and (C) each of the 10 largest Contracts between the Company or any of its Subsidiaries and a customer for the provision of services, including professional or consulting services, other than maintenance and support services provided solely in connection with licenses of Company Software Products (determined on the basis of aggregate revenues received by the Company and its Subsidiaries, taken as a whole, over the four consecutive fiscal quarter period ended December 31, 2006);

     (ii) except for the Contracts disclosed in clause (i) above, each Contract that involves license of Company Software Products, or performance of services (including maintenance and support services) by the Company or any of its Subsidiaries, providing for annual payments to the Company or any of its Subsidiaries of $1,000,000 or more (determined on the basis of aggregate payments to the Company or any of its Subsidiaries over the four consecutive fiscal quarter period ended December 31, 2006);

     (iii) (A) each of the 10 largest Contracts between the Company or any of its Subsidiaries and any licensor of Intellectual Property Rights, other than non-exclusive in-licenses for non-customized commercial off the shelf software that is generally available on standard terms, (determined on the basis of aggregate payments made by the Company and its Subsidiaries, taken as a whole, over the four consecutive fiscal quarter period ended December 31, 2006), and (B) each of the 10 largest Contracts between the Company or any of its Subsidiaries and any supplier (other than a licensor), including any supplier of outsourcing or development services, to the Company or any of its Subsidiaries, taken as a whole (determined on the basis of aggregate payments made by the including supplier of outsourcing services over the four consecutive fiscal quarter period ended December 31, 2006);

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     (iv) each Contract that contains any exclusivity or non-competition provisions (A) restricting the Company or any of its Subsidiaries from competing in any line of business or with any Person or in any area or engaging in any activity or business (including with respect to the development, manufacture, marketing or distribution of their respective products or services), or pursuant to which the Company has agreed to refrain from granting license or franchise rights to any other Person under Company IP, or pursuant to which any benefit or right is required to be given or lost as a result of so competing or engaging, or (B) which would have any such effect on Parent or any of its Affiliates after the consummation of the Offer or the Closing Date;

     (v) each Contract that (A) grants any exclusive license, exclusive supply or exclusive distribution agreement or other material exclusive rights, (B) grants any “most favored nation” rights, rights of first refusal, rights of first negotiation or similar material rights with respect to any product, service or Intellectual Property Rights, or (C) contains any provision that requires the purchase of all or a given portion of the Company’s or any of its Subsidiaries’ requirements from a given third party, or any other similar material provision;

     (vi) each Contract pursuant to which the Company or any of its Subsidiaries has agreed or is required to provide any third party with access to source code contingently or otherwise, for which license revenues to the Company or any of its Subsidiaries exceeded $500,000 (determined on the basis of aggregate payments to the Company or any of its Subsidiaries over the four consecutive fiscal quarter period ended December 31, 2006);

     (vii) each Contract pursuant to which the Company or any of its Subsidiaries has been granted any license to Intellectual Property Rights material to the business of the Company and its Subsidiaries, taken as a whole, other than non-exclusive licenses granted in the ordinary course of business of the Company and its Subsidiaries consistent with past practice;

     (viii) each lease or sublease of real property and each lease or sublease of personal property providing for either (x) annual payments of $500,000 or more or (y) aggregate future payments of $2,500,000 or more to which the Company or any of its Subsidiaries is party as either lessor or lessee;

     (ix) each Contract relating to Indebtedness, except any such Contract with an aggregate outstanding principal amount not exceeding $500,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty;

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     (x) each Contract creating or granting a material Lien (including Liens upon properties acquired under conditional sales, capital leases or other title retention or security devices), other than Permitted Liens;

     (xi) each Contract under which the Company or any of its Subsidiaries has, directly or indirectly, made any material loan, capital contribution to, or other investment in, any Person (other than any loan, capital contribution or other investment in any wholly-owned Subsidiary of the Company or extensions of credit made, and interests in marketable securities acquired, in the ordinary course of business consistent with past practices);

     (xii) each Contract under which the Company or any of its Subsidiaries has any material obligations that have not been satisfied or performed relating to the acquisition or disposition of all or any portion of any business of the Company (whether by merger, sale of stock, sale of assets or otherwise);

     (xiii) each Contract (i) (A) between the Company or any of its Subsidiaries and any Governmental Authority, or (B) between the Company or any of its Subsidiaries, as a subcontractor and any prime contractor to any Governmental Authority, or (ii) to the knowledge of the Company, financed by any Governmental Authority and subject to the rules and regulations of any Governmental Authority concerning procurement;

     (xiv) each partnership, joint venture or other similar Contract or arrangement currently in effect (but excluding non-exclusive outbound or inbound partnering agreements (such as marketing, reselling, consulting, OEM and distributor agreements) entered into by the Company or any of its Subsidiaries in the ordinary course of business);

     (xv) each employee collective bargaining agreement or other Contract with any labor union, and each employment Contract (other than for employment at-will or similar arrangements) that has an aggregate future liability in excess of $100,000 that is not terminable by the Company without notice and without cost to the Company;

     (xvi) each material Contract entered into in the last three years in connection with the settlement or other resolution of any Proceeding that has any continuing obligations, liabilities or restrictions or involved payment of more than $500,000; or

     (xvii) except for the Contracts disclosed above, each Contract currently in effect and required to be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K under the 1933 Act, or that is

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otherwise material to Company and its Subsidiaries, taken as a whole, and not entered into in the ordinary course of business consistent with past practice.

     (b) Each Contract disclosed in Section 5.14(a) of the Company Disclosure Schedule, required to be disclosed pursuant to this Section or which would have been required to be so disclosed if it had existed on the date of this Agreement (each, a “

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