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EXHIBIT 10.35
 Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as ***.
A complete version of this exhibit has been filed separately with the Securities and Exchange
Commission.
 MICROSOFT  NOVELL
PATENT COOPERATION AGREEMENT
 Agreement Effective Date MLGP Microsoft Novell
 RECITALS
     AGREEMENT
 1. DEFINITIONS
 1.1 Covered Products Excluded Products
 1.2 Covered Patents
 
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1.3 Captured Patents
 1.4 Applications Programming Interfaces
 1.5 Patents
 1.6 Subsidiary
 1.7 Clone Product Prior Product
  
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1.8 Foundry Product Acting Party
 1.9 Other Excluded Products
 1.10 Customers
 
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1.11 Distributors
 1.12 Revenue
 1.13 Extendible Third Party Patents
 1.14 Term
 2. COVENANTS
 2.1 Covenant to Customers.
 
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2.2 Express and Implied Rights.
 2.3 Extendible Third Party Patent Covenant.
 2.4 New Subsidiary, Product Line Covenant.
 2.5 Former Subsidiary Covenant.
 2.6 Duration of Covenants.
 2.6.1
    
    For specific copies of Covered Products distributed by a Party for Revenue
during the Term, the covenants set forth in Section 2.1 and Exhibit A shall apply as to
all Covered Patents and such covenant as to such Covered Products shall continue until
six years after the last of such Covered Patents to expire.2.6.2
    
    For specific copies of Covered Products distributed by a Party for Revenue
after the end of the Term (but before termination of this Agreement), the covenants set
forth in Section 2.1 and Exhibit A shall apply only as to Captured Patents, and such
covenants as to such Covered Products shall continue until six years after the last of
 
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2.6.3
    
    For specific copies of Covered Products distributed after termination of this
Agreement, the covenants set forth in 2.1 and Exhibit A shall not apply.
 2.7 Other Covenants.
 3. WARRANTIES AND DISCLAIMERS
 3.1 Proper Authority.
 3.2 Warranty Disclaimers.
 3.3 Reservation of Rights.
 3.4 No Acknowledgement of Infringement.
 
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4. RELEASES
 4.1 Parties and Subsidiaries.
 4.2 Customers and Distributors.
 4.3 New Subsidiary or Asset.
 5. PAYMENT
 5.1 Initial Payments.
 5.2 Other Payments.
 5.3 Late Payments
 5.4 Records. Records
 
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5.5 ***
 6. TAXES
  7. TERMINATION
 7.1 Cause, Etc.
 7.2
***.
 7.3 Defensive Termination
 7.3.1
 7.3.2
 
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7.3.3 Party Activities
 7.3.4 Distributor Activities
 7.3.5
 7.4 ***.
 7.5 Effect of Termination.
 8. CHANGE OF CONTROL OF A PARTY; SPIN OFFS
 8.1 Change of Control Acquiring Third Party
 
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8.2
    
    Excluded Acquirerfor purposes of this Section 8 means financial institutions,
financial investors (e.g., private equity or buy-out firms) or any other person or entity
that derives (a) less than ten percent (10%) of its revenue from the sale, license, supply,
distribution, or
other providing of software and hardware products, the service and support of software and
hardware products, and/or the providing of software services or services related to hardware
products, and (b) less than ten percent (10%) of its revenue from licensing patents.8.3
    
    If during the Term a party (the Acquired Party) is subject to a Change of Control
and the Acquiring Third Party is not an Excluded Acquirer (as defined above), then each of
the following subsections shall apply:
 8.3.1
    
    The Acquired Party shall give written notice of such Change of Control to the
other party (Non-Acquired Party) before or promptly after the effective date of such
Change of Control (Change of Control Date);8.3.2
    
    Section 2.6.2 is hereby deleted and Captured Patents shall be treated the same
as the other Covered Patents in this Agreement. For avoidance of doubt, this Section 8.3.2
means there are no covenants given to Covered Products distributed by the other Party for
Revenue after the end of the Term.8.3.3
    
    If the Change of Control Date occurs after January 1, 2010, this Agreement
shall terminate two (2) years following the Change of Control Date;8.3.4
    
    In no event will any Patents of the Acquiring Third Party or any Subsidiaries
of the Acquiring Third Party be subject to the obligations of this Agreement.
Notwithstanding the foregoing, if the Acquiring Party files a lawsuit for patent
infringement against the Non-Acquired Party, then the Non-Acquired Party shall have the
right immediately to terminate this Agreement by providing written notice to the Acquiring
Third Party.8.3.5
    
    If *** is the Acquired Party, then (a) *** and the *** shall *** and *** within
*** of the Change of Control Date. For this *** shall be entitled to***and within ***of
the ***shall be entitled to ***to be made of the ***The ***may be ***shall the ***as a
***further, the ***with the ***with respect to ***as to which ***of this Agreement as of
the Change of Control Date.8.3.6
    
    Such Change of Control shall not affect any rights granted by the Acquired Party
or its Subsidiaries to the Non-Acquired Party or its Subsidiaries, Distributors or
Customers in this Agreement except as specified in the preceding Section 8.3.1-8.3.5.
 8.4
    
    If during the Term a party (the Acquired Party) is subject to a Change of
Control, and the Acquiring Third Party is an Excluded Acquirer (as defined above), then the
each of the following subsections shall apply:
 
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8.4.1
    
    In no event will any Patents of the Excluded Acquirer or any Subsidiaries of the
Excluded Acquirer be subject to the obligations of this Agreement. Notwithstanding the
foregoing, if the Excluded Acquirer files a lawsuit for patent infringement against the
Non-Acquired Party, then the Non-Acquired Party shall have the right immediately to
terminate this Agreement by providing written notice to the Excluded Acquirer.
 8.4.2
    
    Such Change of Control shall not affect any rights granted by the Acquired Party
or its Subsidiaries to the Non-Acquired Party or its Subsidiaries, Distributors or
Customers in this Agreement except as specified in the preceding Section 8.4.2.
 8.5 Spin-offs.
 8.5.1
 8.5.2
 8.5.3
 8.5.4
 8.5.5
 
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8.5.6
 9. ASSIGNMENTS
  10. FREEDOM TO DO BUSINESS
  11. LIMITATIONS OF REMEDIES
  12. APPLICABLE LAW
  
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Forum
 13. CONFIDENTIALITY
 13.1 Non-Confidential.
 13.2 Confidential.
 13.3 Specially Designated Confidential Terms. Specially Designated Confidential Terms
 
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14. ENTIRE AGREEMENT
  15. SEVERABILITY
  16. NOTICES
  For Microsoft:
    
    For MLGP:
    
    For Novell:Microsoft Corporation
    
    Microsoft Licensing, GP
    
    Novell, Inc.One Microsoft Way
    
    6100 Neil Road
    
    404 WymanRedmond, WA USA 98052
    
    Reno, Nevada, USA 89511
    
    Waltham, MA USA 02451Attn: Director of IP Licensing Law and
Corporate Affairs
    
    Attn: Managing Partner
    
    Attn: General CounselFacsimile: 425.936.7329
    
    Facsimile: 775.826.0506
    
    Facsimile: 781.464.8062
 
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17. MODIFICATIONS
  18. DISPUTE ESCALATION PROCESS
  19. PRESS CONFERENCE AND OUTREACH
  20. NO PARTNERSHIPS
  21. SPECIFIC PERFORMANCE
  
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22. SIGNATURES
 22.1 By Facsimile.
 22.2 Agreement.
 
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Microsoft Corporation
    
    
    
    Novell, Inc.By:
    
    /s/ Bradford L. Smith
    
    
    
    By:
    
    /s/ Joseph A. LaSala, Jr.Name:
    
    Bradford L. Smith
    
    
    
    Name:
    
    Joseph A. LaSala, Jr.Title:
    
    Sen. VP & Gen. Counsel
    
    
    
    Title:
    
    SVP, General Counsel & Secretary
 Microsoft Licensing, GP
 
 By:
    
    /s/ Joel FreedmanName:
    
    Joel FreedmanTitle:
    
    Vice President
 
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Exhibit A
 Covenant to Customers
      
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Exhibit B
 Payment
 Definitions:
 Selected Products
 Open Platform Solutions
 ***
 Site Agreement
  Fees
 Client Subscriptions
 Server Subscriptions
 ***
 2.0 ***
 
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3.0 ***
  4.0  Reporting Periods . reporting periods
 5.0 ***
  6.0 Payment Method .
  7.0. ***
 
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EXHIBIT C
  
 
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EXHIBIT D
    Non-Assertion of Patents Pledge
 Microsofts Patent Pledge for Hobbyist Contributors
 
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Reservation of Rights
  
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EXHIBIT E
 
  Non-Assertion of Patents Pledge
   openSUSE.org agrees that as a condition of receiving the attached contribution of Your
Original Work, openSUSE.org does not receive from You the contributor any licenses,
covenants or any other rights under any Microsoft intellectual property with respect to that
Original Work, and openSUSE.org will ensure that all further recipients of this Original
Work will be subject to this same condition. Original Work has the meaning as set forth
in to openSUSE.org .
  
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Reservation of Rights
    
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