Details emerge of patents Novell is selling to Microsoft

Novell reveals that CPTN Holdings will get patents tied to system management, file management and collaboration technology

Additional details have emerged regarding the more than 800 patents Novell is selling to the Microsoft-led consortium CPTN Holdings for US$450 million, about two months after the deal was first announced.

"The issued patents and patent applications to be sold to CPTN ... relate primarily to enterprise-level computer systems management software, enterprise-level file management and collaboration software in addition to patents relevant to our identity and security management business, although it is possible that certain of such issued patents and patent applications read on a range of different software products," Novell said in a filing to the US Securities & Exchange Commission on Jan. 14.

"Historically, the issued patents and patent applications included in the patent sale have been used to facilitate and protect our current and planned business activities, and to reduce the risk of potential infringement claims against us," Novell added. The company does not currently license any of them for royalties, but they are "subject to specific non-royalty bearing licenses granted by Novell during the period of its ownership of the patents."

Novell announced in November it would be acquired by Attachmate, ending months of speculation over its future. It concurrently announced the patent sale, which prompted a new round of guessing over what was being purchased. It also subsequently came to light that Apple, Oracle and EMC are involved with CPTN as well.

While Novell has stated that Attachmate would retain control of its prized Unix operating system copyrights, further details of what is being sold have not been made public until now.

Novell's Jan. 14 filing only generally refers to the technologies involved with the patent sale, but some possible connections can be made.

The reference to "enterprise-level computer systems management software" could be aimed at Novell's PlateSpin family of data center workload management tools. Novell sells a File Management Suite as well as the GroupWise collaboration platform and a range of identity management software.

Roughly 43 per cent of the intellectual property consists of U.S.-issued patents. Another 30 per cent is U.S. patent applications, some 22 per cent is patents issued in foreign countries, and another five per cent is foreign patent applications, according to the filing.

Originally, CPTN was to purchase 882 patents from Novell. While preparing to close the deal, Novell discovered that "19 of the patents to be sold to CPTN pursuant to the Patent Purchase Agreement are lapsed Australian, German or Austrian patent applications rather than issued Australian, German or Austrian patents." Novell also found that one of the issued patents was referenced twice, it adds.

"As a result, if the patent sale occurs, CPTN would purchase 861 issued patents and pending patent applications and 20 lapsed patent applications," the filing states.

CPTN has proposed that it be given additional issued patents and pending patent applications in Novell's portfolio, in order to "unite certain patent families," "compensate CPTN for the reduction in issued patents," as well as other considerations.

"Attachmate has informed us that they currently do not intend to consent to our changing the list of assigned patents under the Patent Purchase Agreement," Novell said.

Novell's filing also includes a detailed timeline of how the Attachmate and CPTN deal was made.

Last May, eight other potential buyers besides Attachmate submitted non-binding offers, according to the filing.

A number of other potential transactions involving multiple parties were also proposed.

One involved a company referred to as "Party B," which "offered to arrange a transaction with an aggregate purchase price of $550 million in cash through which a consortium would purchase our open platform solutions business and Party B would purchase the Select Patents."

Party B's identity is not revealed in the filing, and it was not clear whether the consortium was CPTN Holdings or a related entity.

A Novell spokesman did not respond to a request for comment Tuesday.

Chris Kanaracus covers enterprise software and general technology breaking news for The IDG News Service. Chris's e-mail address is Chris_Kanaracus@idg.com

Tags business issuesapplicationslegalpatentsoftwareinvestmentsemcOraclenovellAppleintellectual propertyMicrosoft

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Chris Kanaracus

IDG News Service

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