Sun and Microsoft Confidential
[**] = information redacted pursuant to a confidential treatment request. Such omitted information has been filed separately
with the Securities and Exchange Commission.
LIMITED PATENT COVENANT AND STAND-STILL AGREEMENT
This Limited Patent Covenant and Stand-Still Agreement (the “ Agreement ”) is entered into as of this 1st day of April,
2004 (the “ Effective Date ”), by and between Sun Microsystems, Inc., a corporation organized and existing under the laws of
the State of Delaware (“ Sun ”), and Microsoft Corporation, a corporation organized and existing under the laws of the State of
Washington (“ Microsoft ”). Each of Sun and Microsoft and their respective Affiliates (defined below) as of the Effective Date
are referred to individually as a “Party , ” and collectively as the “Parties .”
In consideration of the promises and mutual covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Signatories (as defined below) hereto agree as follows:
I. D EFINITIONS
Capitalized terms used in this Agreement and not defined in this Section I have the meanings ascribed to them elsewhere in this
“ Affiliates ” means, with respect to each of Sun or Microsoft as applicable, persons or entities directly or indirectly (1)
controlling Sun or Microsoft, (2) controlled by Sun or Microsoft, or (3) under common control with Sun or Microsoft, where
control is defined as direct or indirect ownership of greater than fifty percent (50%) of equity or other voting interest therein.
“ Authorized Licensees ” means a third party (including without limitation an original equipment manufacturer (OEM),
replicator, distributor, retailer or User) that is licensed by a Party to exercise any or all legal rights with respect to a product of
such Party, including without limitation, copying, using, selling or otherwise distributing such product.