**EXHIBIT 10.34****Confidential Treatment has been requested for portions of this exhibit. The copy filed herewithomits 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 ExchangeCommission.****FIRST AMENDED AND RESTATED BUSINESS COLLABORATION AGREEMENT**     This First Amended and Restated Business Collaboration Agreement (“**Agreement**”) is entered intoas of November 2, 2006 (**“Effective Date”**) between Novell, Inc., a Delaware corporation withprincipal offices at 404 Wyman Street, Waltham, Massachusetts 02451 (“**Novell**”) and MicrosoftCorporation, a Washington corporation with principal offices at One Microsoft Way, Redmond, WA98052-6399 (“**Microsoft**”).**Recitals**The parties desire, pursuant to the terms and conditions set forth in the Agreement below,to collaborate on the commercialization of certain of their respective current and futuretechnologies by, among other things:• marketing a combination of Microsoft and Novell virtualization offerings that allowSLES to run as a guest operating system on Windows, and Windows to run as a guestoperating system on SLES, and certain other agreed-upon activities between theparties;• enabling distribution by Microsoft of Novell support and update servicesubscriptions for SLES; and• coordinating the provision of customer support for each party’s virtualizationtechnology components between Microsoft’s and Novell’s respective customer supportorganizations.Accordingly and in consideration of the mutual covenants and conditions stated below,Microsoft and Novell agree as follows:**Agreement****1.** **Definitions** 1.1 **“Combined Offering”**means a combination of one of each of the software and softwaresupport components identified in (a) through (d) below, for joint customers that wish torun SLES as a guest operating system on Microsoft Windows Server (and/or Microsoft VirtualServer or Viridian): (a) Microsoft Windows Server, Microsoft Virtual Server and/or Viridian;  (b) Either one of the (i) Microsoft VM Linux Additions, Microsoft VM I/O Componentsor Microsoft VM Shim, or one of the (ii) Modified Additions, Modified I/O Components orModified Shim;  (c) SLES; and  (d) a SLES Subscription;or such other combination of Microsoft and Novell virtualization software and relatedsoftware service components on which the parties mutually agree in writing. 1.2 **“Combined Offering Components”**mean any one of the software or software supportcomponents comprising a Combined Offering. *** Portion for which confidential treatment requested. Microsoft Confidential Page 1 5/24/2007           

 
 1.3 **“Combined Offering Software Components”**mean the software components of a CombinedOffering.  1.4 **“Longhorn Server”**means the next major release of Microsoft’s Windows server operatingsystem following Windows Server 2003 R2, and any Upgrades thereto that Microsoft maycommercially release during the Term.  1.5 **“Microsoft Components”**mean Microsoft Windows Server, Microsoft Virtual Server,Viridian, Microsoft VM Linux Additions, Microsoft VM I/O Components, Microsoft VM Shim andany other Combined Offering Components owned by Microsoft.  1.6 **Microsoft VM I/O Components”**mean (a) an implementation of the VMBus protocol needed tocommunicate between the Viridian disk/networking virtualization service providers (“VSPs”)and the Linux disk/networking virtualization service clients (“VSCs”), (b) a Linux blockstorage driver that communicates with the Viridian disk VSP using the VMBus protocol, and(c) a Linux Ethernet driver that communicates with the Viridian net VSP using the VMBusprotocol, each of the foregoing (a)-(c) as may be commercially released by Microsoft duringthe Term, and including any Upgrades thereto that Microsoft may commercially release duringthe Term.  1.7 **“Microsoft VM Linux Additions”**mean the software components distributed as of theEffective Date by Microsoft as the “Microsoft Virtual Machine Additions for Linux,”offering Linux guest support for Microsoft Virtual Server 2005 R2, and any Upgrades theretothat Microsoft may commercially release during the Term.  1.8 **“Microsoft VM Shim”**means a software adapter shim that enables a Xen-enabled Linuxguest operating system to run on the Viridian hypervisor, as may be commercially releasedby Microsoft during the Term, together with any Upgrades thereto that Microsoft maycommercially release during the Term.  1.9 **“Microsoft Virtual Server”**means Microsoft Virtual Server 2005, Microsoft VirtualServer 2005 R2 Enterprise Edition and any Upgrade thereto that Microsoft may commerciallyrelease during the Term.  1.10 **“Microsoft Windows Server”**means Microsoft Windows Server 2003 R2 Enterprise Editionand any Upgrades thereto that Microsoft may commercially release during the Term.  1.11 **“Modified Additions”**mean (a) derivative works of the Microsoft VM Linux Additions thatare made by or on behalf of Novell pursuant to the Technical Collaboration Agreement (asdefined in Section 2.2 below), and (b) any Upgrades thereto that Novell may commerciallyrelease during the Term.  1.12 **“Modified I/O Components”**mean (a) derivative works of the Microsoft VM I/O Componentsthat are made by or on behalf of Novell pursuant to the Technical Collaboration Agreement(as defined in Section 2.2 below), and (b) any Upgrades thereto that Novell maycommercially release during the Term.  1.13 **“Modified Shim”**means (a) derivative works of the Microsoft VM Shim that are made by oron behalf of Novell pursuant to the Technical Collaboration Agreement (as defined inSection 2.2 below), and (b) any Upgrades thereto that Novell may commercially releaseduring the Term.  1.14 **“Shared Customer”**means an end user that acquires a Combined Offering.  1.15 **“SLES”**means SUSE Linux Enterprise Server version 10 and any Upgrades thereto thatNovell may commercially release during the Term.  1.16 **“SLES Priority Subscription”**means a subscription for Shared Customers or other SLESlicensees to receive the same support as that provided, as of the Effective Date, under (a)Novell’s standard “SUSE Linux Enterprise Server Priority Support” program, and (b) the“Novell Linux Upgrade Protection” program, where (a) and (b) include any successor ofeither program that is made generally available by Novell (directly or indirectly) duringthe Term. The duration of the subscription may be for one year, three years, or such othermulti-year support and/or maintenance period that Novell makes commercially available toSLES licensees during the Term. *** Portion for which confidential treatment requested. Microsoft Confidential Page 2 5/24/2007           

 
 1.17 **“SLES Standard Subscription”**means a subscription for Shared Customers or other SLESlicensees to receive the same support as that provided, as of the Effective Date, under (a)Novell’s standard “SUSE Linux Enterprise Server Standard Support” program, and (b) the“Novell Linux Upgrade Protection” program, where (a) and (b) include any successor ofeither program that is made generally available by Novell (directly or indirectly) duringthe Term. The duration of the subscription may be for one year, three years, or such othermulti-year support and/or maintenance period that Novell makes commercially available toSLES licensees during the Term.  1.18 **“SLES Subscription”**means either a SLES Priority Subscription or a SLES StandardSubscription.  1.19 **“Subscription Certificate”**means a tangible or electronic item that Novell provides toMicrosoft for each Prepaid Subscription Right (as defined in Section 4.1 below) purchasedby Microsoft under Section 4 below, which item represents the right to receive the benefitsof a SLES Subscription at no cost to the recipient (other than reasonable media andshipping costs) and includes whatever information is necessary for the recipient of thePrepaid Subscription Right to activate its SLES Subscription, such as relevant instructionsand security keys.  1.20 **“Term”**has the meaning given in Section 11.1.  1.21 **“Upgrades”**mean any corrections, improvements, bug fixes, revisions, enhancements,localizations, updates, upgrades or other modifications made commercially available byeither party.  1.22 **“Viridian”**means the first version (i.e., “V1”) hypervisor and related virtualizationsoftware being developed by Microsoft for release as part of Longhorn Server, including anyUpgrades thereto that Microsoft may commercially release during the Term.  1.23 **“Year”**means a one-year period commencing on the Effective Date or an anniversarythereof and ending no later than the end of the Term.**2.** **Related Agreements.** 2.1 **Patent Cooperation Agreement.**On or around the Effective Date of this Agreement, theparties have entered into a Patent Cooperation Agreement (**“Patent Cooperation Agreement”**),where the parties have agreed to certain patent covenants. The parties acknowledge thatsuch Patent Cooperation Agreement is a pre-requisite for the business collaborationcontemplated in this Agreement. In the event of a conflict between the terms of thisAgreement and the Patent Cooperation Agreement, the terms of the Patent CooperationAgreement shall control, but solely to the extent of the inconsistency.  2.2 **Technical Collaboration Agreement.**On or around the Effective Date of this Agreement,the parties also have entered into a Technical Collaboration Agreement (**“TechnicalCollaboration Agreement”**) under which, among other things, the parties agree to collaborateon certain virtualization, management and other related interoperability initiatives. TheTechnical Collaboration Agreement is a pre-requisite for the business collaborationcontemplated in this Agreement. In the event of a conflict between the terms of thisAgreement and the Technical Collaboration Agreement, the terms of the TechnicalCollaboration Agreement shall control, but solely to the extent of the inconsistency.**3.** **Marketing & Training** 3.1 **Marketing Plan.** **(a)** **General.**Within *** following the Effective Date the parties agree to jointlycreate a mutually agreed-upon written plan designed to address all marketing of theparties’ activities related to the Patent Cooperation Agreement, TechnicalCollaboration Agreement, and this Agreement (the **“Agreements"**), reflecting the themesthat the parties will advance in the publicity initiatives described in Sections 8.3(a)and (b) below (the **“Marketing Plan"**). The Marketing Plan will specify the *** toimplement the Marketing Plan (**“Marketing Funds"**). *** that the *** may be *** Portion for which confidential treatment requested. Microsoft Confidential Page 3 5/24/2007           

 
   *** in the *** . *** to each *** in such *** may be *** by the *** in the ***Marketing Plan. The Marketing Plan also may be *** during the Term *** .  (b) **Marketing Funds.**Over the Term, Microsoft agrees to allocate and spend SixtyMillion Dollars (US$60,000,000) to develop and implement the Marketing Plan based onactivities mutually agreed upon by the parties (**“MicrosoftMarketing Commitment”**).Novell may publicly announce the existence and purposes of these Marketing Funds,subject to Microsoft’s reasonable approval of the form and contents of suchannouncement. All (i) Marketing Funds contributed by Microsoft, (ii) Microsoft’sout-of-pocket costs and in-kind contributions associated with implementation of theMarketing Plan, and (iii) fully burdened salary and benefits for marketing personnelhired by Microsoft to implement the Marketing Plan, pursuant to and as limited inSection 3.1(c) below, will count toward the Microsoft Marketing Commitment, includingall expenditures *** . Microsoft agrees that Novell shall have authority to allocate*** of this Microsoft Marketing Commitment for marketing endeavors consistent with thegeneral focus of the parties’ activities under the Agreements, which marketingendeavors will be identified in a specific section of the Marketing Plan (**“NovellMarketing Projects”**). In no event, however, will Novell use any Microsoft trademarksfor Novell Marketing Projects without Microsoft’s prior written approval. Except asmay be provided for in any Novell Marketing Project, all uses of the Marketing Funds tomarket virtualization technology will focus on virtualization scenarios involving SLESas a guest on Windows (including migration from non-Novell Linux to SLES for suchvirtualization scenarios, with a focus toward unpaid Linux).  (c) **Marketing Expertise.**Within *** following the Effective Date, Microsoft willassemble a team of personnel who will be primarily dedicated to implementingMicrosoft’s obligations under the Marketing Plan. Over the Term, all of Microsoft’scosts (including internal and out-of-pocket) associated with this Section 3.1(c), up toa cap of *** , will count toward the Microsoft Marketing Commitment (but will not counttoward that portion of the Microsoft Marketing Commitment allocated to the NovellMarketing Projects).  (d) **Microsoft Endorsement of SLES.**The Marketing Plan will specify the followingcommitments of Microsoft to endorse SLES:   (i) During the *** of the Term, Microsoft will *** to its *** as the *** onMicrosoft *** , and thereafter as *** of the *** ;   (ii) Microsoft will *** to its *** as a *** and will *** , including through the*** ; and   (iii) Microsoft will favorably describe the Combined Offering on Microsoft’s websiteand in marketing collateral created through the Marketing Plan.  (e) **Novell Endorsement of Windows.**The Marketing Plan will specify the followingcommitments of Novell to endorse Windows Server, Virtual Server and Viridian:   (i) Novell will *** to its *** and will ***; and   (ii) Novell will favorably describe the Combined Offering on Novell’s website and inmarketing collateral created through the Marketing Plan.  (f) **Upgrades.**The parties acknowledge and agree that, as the parties issueUpgrades to the Combined Offering Software Components during the Term, they willincorporate such Upgrades into the Marketing Plan activities in a mutually agreed uponmanner, provided that if a given Upgrade embodies material functional or featuremodifications inconsistent with the overall goals of this Agreement, the parties willassess and come to a mutual decision regarding how and whether to market such Upgradesunder this Agreement.**3.2** **Sales Force & Training Plans.** *** Portion for which confidential treatment requested. Microsoft Confidential Page 4 5/24/2007           

 
 (a) **Sales Force**. Over the Term, Microsoft will allocate and spend Thirty-FourMillion U.S. Dollars (US$34,000,000) (“Sales Fund”) to fund and maintain a sales forcethat will dedicate the majority of their time toward the promotion and sale of theCombined Offering and/or the Subscription Certificates. In conjunction with theforegoing, within a commercially reasonable period of time following the EffectiveDate, and thereafter during the Term, Microsoft will assemble and maintain such salesforce. Microsoft anticipates that it will deploy at least *** full time personnel,with reasonable accommodation for personnel build-up and attrition, to accomplish thepurpose contemplated herein. Novell may publicly announce the existence andanticipated work of these resources. Microsoft will use commercially reasonableefforts to allocate geographic responsibility among such sales resources in a mannerthat provides coverage for each of Novell’s 15 global sales areas (with greateremphasis for Novell’s Northeast, West, Midwest, UK and Germany regions). In addition,such sales resources will be compensated in substantially the same manner as othersimilarly situated Microsoft sales personnel; provided, however, that Microsoft willdefine specific incentive metrics for such personnel that are measured based ondistribution of the Combined Offering and/or Subscription Certificates.  (b) **Training Plans.**Within *** following the Effective Date, the parties agree tojointly create, by written agreement, a plan for training their respective sales forceson the customer value associated with the Combined Offering (the **“Training Plan”)**.  (c) **Microsoft Channel Partners.**Within *** following the Effective Date, theparties agree to jointly create, by written agreement, a plan for educating Microsoft’sDirect Marketing Resellers and Large Account Resellers on the customer value associatedwith the Combined Offering (the **“Reseller Plan”)**.  (d) **Marketing Plan and Marketing Funds.**The Training Plan and Reseller Plan areconsidered components of the Marketing Plan. Each party may expend Marketing Funds onimplementation of the Training Plan and Reseller Plan, but only Microsoft’sexpenditures (including any credits granted to Novell or reimbursement of Novell costsor expenses pursuant to the Marketing Plan) shall count toward the Microsoft MarketingCommitment. 3.3 **Distribution of the Combined Offering Components.**In no event will either partypre-assemble for distribution SLES with any of Microsoft Windows Server, Microsoft VirtualServer or Viridian or otherwise distribute SLES with any of Microsoft Windows Server,Microsoft Virtual Server or Viridian. Rather, the parties agree that (a) Shared Customerswill separately license Microsoft Windows Server, Microsoft Virtual Server and Viridianfrom Microsoft and/or its channel partners, and SLES from Novell or itslicensees/sublicensees, and (b) the Shared Customers (or their authorized designees) willbe responsible for deployment and installation SLES and Microsoft Windows Server, MicrosoftVirtual Server or Viridian. Microsoft will use commercially reasonable efforts tointroduce Novell to a Microsoft large account reseller or other Microsoft channel partnersfrom which Novell customers may license Windows Server.**4.** **SLES Subscriptions** 4.1 **Prepaid Subscription Rights.**During the Term, Novell will sell to Microsoft fordistribution to prospective Shared Customers and other SLES licensees, the right to enrollin SLES Subscriptions (**“Prepaid Subscription Rights”**). Microsoft’s purchase price for theright to enroll in a single SLES Subscription shall equal *** Novell’s published listprice for each of the relevant SLES Subscription components.  **4.2** **Minimum Commitments/Activation Periods.** (a) Microsoft will purchase from Novell US$240,000,000 of Prepaid SubscriptionRights (the **“Total Minimum Commitment”**). Microsoft may *** (or such *** which theparties may otherwise agree) *** with a *** . Microsoft will pay Novell the TotalMinimum Commitment within sixty (60) days following the Effective Date. Novell will*** of the *** , and will *** Microsoft. *** Portion for which confidential treatment requested. Microsoft Confidential Page 5 5/24/2007           

 
   Microsoft may also *** through the *** in which case an *** will be *** from the*** for the *** in the Term (*** .  (b) All Subscription Certificates will *** which the *** in the *** *** on the*** to Microsoft and *** (**“Activation Period”**).  (c) Microsoft agrees *** Novell’s *** Microsoft is *** use the *** of the ***        . **4.3** **Distribution of Prepaid Subscription Rights.** (a) **Authorization to Distribute.**Novell authorizes Microsoft to use or distribute(directly or indirectly) the Prepaid Subscription Rights, including through Microsoft’sdirect sales force, or such other distribution mechanism as Microsoft in its solediscretion may implement.  (b) **Pricing.**Novell acknowledges and agrees that Microsoft may exercise its solediscretion in determining how and whether to use and/or distribute the PrepaidSubscription Rights to best implement Microsoft’s internal business strategies fordriving incremental revenue growth and otherwise furthering Microsoft’s businessinterests. Accordingly, Microsoft, in its sole discretion, will establish the price itwill charge Shared Customers and other SLES licensees for such Prepaid SubscriptionRights. Novell acknowledges that it is not entitled to share in any revenue (if any)generated by Microsoft from the distribution of the Prepaid Subscription Rights.  (c) **Novell Obligation to Execute and Fulfill Subscription.**Novell further agreesthat, for each Prepaid Subscription Right that Microsoft uses or distributes and thatis activated within the applicable Activation Period, Novell will promptly enter into acorresponding SLES Subscription with the Shared Customer or other SLES licensee that isthe recipient of such Prepaid Subscription Right, without any charge whatsoever to suchrecipient (except for reasonable media and shipping costs). Novell will be directlyresponsible to the Shared Customer or other SLES licensee for fulfilling the terms ofthe SLES Subscription.  (d) **Implementation Plan.**Within *** following the Effective Date, the partiesagree to jointly create, by written agreement, a plan that describes (i) the content ofthe Subscription Certificates, (ii) the process by which Novell will issue theSubscription Certificates to Microsoft, (iii) the process by which Microsoft canexchange Subscription Certificates in inventory relating to SLES Priority Subscriptionsfor SLES Standard Subscriptions, and vice versa, based on market demand; and (iv) theprocess by which the recipient of a Subscription Certificate may notify Novell that itseeks to activate the Prepaid Subscription Right, and by which Novell will execute theappropriate SLES Subscription with recipients who activate the Prepaid SubscriptionRights, enroll them in support, and enable them to receive SLES updates pursuant totheir SLES Subscription. Within ninety (90) days following the Effective Date, theparties agree to jointly create, by written agreement, a plan that describes the mannerin which the parties will provide instructions for installing the Combined Offering toShared Customers. 4.4 **Exclusivity.**During the first three years of the Term, Microsoft will not enter intoan agreement with any other third party Linux distributor to encourage adoption ofnon-Novell Linux/Windows virtualization solutions through a program substantially similarto the Subscription Certificate distribution program described in this Section 4.**5.** **Customer Support Collaboration**.The parties acknowledge that, as between the two parties, each is responsible for providingcustomer support, if any, for software that each licenses to customers for use in virtualizedenvironments, including their respective Combined Offering Software Components. To improve theexperience of mutual customers operating in virtualized environments (i.e., running SLES as a guestoperating system on Microsoft Windows Server, Microsoft Virtual Server, or Viridian, and/or runningMicrosoft Windows Server as a guest operating system on SLES), the parties agree to implement thesteps described in Exhibit B for collaborating on the provision of support for such customers. *** Portion for which confidential treatment requested. Microsoft Confidential Page 6 5/24/2007           

 
6. **Ownership/Non-Exclusivity**. 6.1 **Ownership.**The parties agree that no license rights are granted in this Agreement.Each party and its suppliers own all right, title and interest to their respective CombinedOffering Software Components. Neither party has the authority to make any warranty orrepresentation on behalf of the other party, provided that nothing herein limits Novell’sobligation to fulfill SLES Subscriptions for Shared Customers or other SLES licensees thatactivate Prepaid Subscription Rights pursuant to Section 4 above.  6.2 **Non-Exclusivity; Freedom of Action.**Except with respect to the exclusive commitmentsexpressly set forth in Sections *** and 4.4 above, and subject to the parties’confidentiality obligations in Section 8 below, the parties’ collaboration obligationsunder this Agreement are non-exclusive. Accordingly, other than as set forth in Sections*** and 4.4, and subject to Section 8.1, neither party is precluded by this Agreement fromdeploying, offering, promoting or developing, whether alone or in collaboration withothers, any software, services, platforms or products that compete with the other party’ssoftware, services, platforms or products.**7.** **Administration and Oversight** 7.1 **Relationship Coordinators**. Within *** of the Effective Date, each party will appointone person to manage the parties’ overall relationship under this Agreement (each a**“Relationship Coordinator”**) and will provide contact information for such RelationshipCoordinator to the other party. Each party’s Relationship Coordinator will be responsiblefor setting up periodic meetings between the parties to track overall progress under theAgreement, coordinating the parties’ activities under this Agreement with those under theTechnical Collaboration Agreement and other agreements between the parties, and serving asa preliminary point of contact for resolving issues that may arise under the Agreement.Each Relationship Coordinator will be responsible for establishing the joint reviewcommittee for escalation of material disputes called for under Section 12.2 below. Theparties may replace their Relationship Coordinator by providing written notice of suchreplacement to the other party, such notice to include contact information for the newRelationship Coordinator.  7.2 **Project Coordinators**. Within *** of the Effective Date, each party will appoint oneperson to manage that parties’ day-to-day obligations as contemplated by this Agreement forthat party (each a **“Project Coordinator”**) and will provide the contact information for suchProject Coordinator to the other party. Each Party will have the right to replace itsProject Coordinator by providing written notice of such replacement to the other party,such notice to include the contact information for the new Project Coordinator. TheProject Coordinators will meet in person or by telephone conference, as needed, not lessthan once each quarter during the Term, to discuss the status of the parties’ activitiesunder this Agreement.8. **Confidentiality/Publicity**. 8.1 **Confidentiality.**The parties agree that all disclosures under this Agreement shall begoverned by the Non-Disclosure Agreement entered into by and between the parties effectiveon April 1, 2004, as amended on May 12, 2004 (**“NDA”**). Except as otherwise provided hereinor otherwise agreed between the parties, *** in this Agreement, *** by the parties, *** .  8.2 ***** .**The parties agree that the agreement terms *** are *** would be *** Inaddition to the parties’ general *** of this Agreement *** , the parties agree to take ***the *** The parties agree that *** will make a *** of the *** in connection with any*** of this Agreement as an *** with the *** . The request *** in a *** with the *** .The request will *** . Any *** shall be *** to and *** Notwithstanding the foregoing,nothing in this provision shall prohibit *** of the *** *** .  **8.3** **Publicity.** **(a)** **Initial Press Release and Press Conference.**Within the earlier of *** ofsigning of this Agreement or, to the *** or other *** to such *** , the parties agreeto *** this Agreement, the *** Portion for which confidential treatment requested. Microsoft Confidential Page 7 5/24/2007           

 
   Patent Cooperation Agreement and the Technical Collaboration Agreement with ***Accordingly, the parties agree that *** will be *** , and *** will include *** .  (b) **Related Announcement Activities.**In conjunction with the parties’ announcementpursuant to Section 8.3(a) above, Novell and Microsoft agree to the *** .  (c) **Whitepapers.**Novell and Microsoft will jointly author business and technicalwhitepapers on the Combined Offering and maintain these papers as the technology andproducts are revised.**9.** **Indemnification/Infringement Claims** 9.1 **Indemnification by Novell.**Novell agrees to indemnify, defend and hold harmlessMicrosoft and its successors, officers, directors and employees against any and allactions, causes of action, claims, demands, costs, liabilities, expenses (includingreasonable attorneys fees and costs) and damages arising from (a) any claims that Novellhas *** for any *** by Novell, (b) any claims that Novell has *** , and/or (c) any claimsbrought by a third party that *** by Novell, the *** (subject to Microsoft’sindemnification obligations under Section 9.2 below with respect to the *** Novell ***by Microsoft). Microsoft will promptly notify Novell in writing of the claim, allow Novellto control, and cooperate with Novell in, the defense and any related settlementnegotiations. Microsoft may participate in the proceedings through counsel of its ownchoosing at its option and expense. Notwithstanding the above, Novell’s financialresponsibility will be reduced by *** .  9.2 **Indemnification by Microsoft.**Microsoft agrees to indemnify, defend and hold harmlessNovell and its successors, officers, directors and employees against any and all actions,causes of action, claims, demands, costs, liabilities, expenses (including reasonableattorneys fees and costs) and damages arising from (a) any claims that Microsoft has ***and/or (b) any claims brought by a third party that a *** . Novell willpromptly notify Microsoft in writing of the claim, allow Microsoft to control, andcooperate with Microsoft in, the defense and any related settlement negotiations. Novellmay participate in the proceedings through counsel of its own choosing at its option andexpense.  9.3 *******Without limiting *** result of a *** under the *** then *** will at its *** thatit *** do so on *** to make it *** it with a *** to make it *****10.** **Exclusions, Limitations of Liability** 10.1 **LIMITATION OF DAMAGES.**SUBJECT TO SECTION 10.4 BELOW, TO THE MAXIMUM EXTENT PERMITTEDBY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL,CONSEQUENTIAL, EXEMPLARY OR INDIRECT DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THISAGREEMENT INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES FOR LOSS OF REVENUE, PROFIT OR USE,EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  10.2 **LIMITATION OF LIABILITY.**SUBJECT TO SECTION 10.4 BELOW AND EXCEPT WITH REGARD TO ***ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITYOF EACH PARTY TO THE OTHER PARTY FOR ANY *** UNDER THIS AGREEMENT WILL NOT EXCEED *** .  10.3 **Application.**The limitations on and exclusions of liability for damages in thisAgreement apply regardless of the form of action, regardless of whether any remedy hasfailed its essential purpose, and regardless of whether the liability is based on breach ofcontract, tort (including negligence), strict liability, breach of warranty, or any otherlegal theory.  10.4 **Exceptions.**The limitations of liability and exclusions of damages in this Section 10will not apply to (i) a breach of the confidentiality obligations set forth in Section 8,the parties’ indemnification obligations *** Portion for which confidential treatment requested. Microsoft Confidential Page 8 5/24/2007           

 
   under Sections 9.1 and 9.2, or any claims by a party of intellectual property infringementor misappropriation.**11.** **Term and Termination** 11.1 **Term.**The term of this Agreement will commence on the Effective Date and continuethrough January 1, 2012, unless (a) extended by mutual written agreement for up to 2.5additional years (provided that the parties acknowledge and agree that in no event shallsuch term extension increase amounts to be paid or costs required to be incurred under thisAgreement), or (b) terminated earlier under Section 11.2 (**“Term”**).  11.2 **Termination**. (a) This Agreement will *** upon *** .  (b) In addition, *** may terminate this Agreement if *** of this Agreement ***following expiration of the *** as described in Section *** , provided that the *** ,that if the *** will terminate.  (c) *** may terminate this Agreement *** with the *** due to *** under a ***that would *** in the *** of this Agreement *** .  (d) Notwithstanding any other provision of this Agreement, *** may terminate this*** of the *** by the *** if such *** to the *** of the *** . 11.3 **Effect of Expiration or Termination**. The following Sections shall survive theexpiration or termination of this Agreement: Section *** (with respect to any ***Section *** and in effect following expiration or termination, as well as *** issuedprior to expiration or termination whose *** ), ***. The expiration or termination of thisAgreement will be without prejudice to any right or remedy of either party arising out ofany breach hereof.**12.** **Miscellaneous** 12.1 **Payments.**All payments hereunder shall be pursuant to and governed by Exhibit E.  12.2 *******In the event that *** to this Agreement *** consisting of a *** will engage ***for a period of *** after *** of the *** is provided by *** to the *** If the *** then atthe *** of the *** , the *** to try and *** Before the end of ***  12.3 **Entire Agreement, Construction and Waiver**. This Agreement, including the Exhibits,together with the NDA constitute the entire agreement between the parties with respect toits subject matter. It supersedes all prior and contemporaneous related negotiations oragreements, whether written or oral regarding such subject matter. This Agreement may bemodified only by a written agreement signed by both parties. Failure by either party toenforce any provision of this Agreement will not be deemed a waiver of future enforcementof that provision. This Agreement will be deemed to have been jointly drafted and will notbe construed for or against any party based on any rule of construction concerning whoprepared this Agreement or otherwise.  12.4 **Invalid Clauses**. If any term of this Agreement, other than Sections *** , is found bya court of competent jurisdiction to be in whole or in part unenforceable, then theremainder of this Agreement will continue in effect so long as the Agreement stillexpresses the intent of the parties. If the intent of the parties cannot be preserved, orif any Section specifically identified in the preceding sentence, in whole or in part, isfound to be unenforceable, this Agreement will terminate unless the parties mutually agreein writing to the contrary. *** Portion for which confidential treatment requested. Microsoft Confidential Page 9 5/24/2007           

 
 12.5 **Force Majeure**. Neither party shall be liable in damages or have the right to terminatethis Agreement for any delay or default in performing hereunder if such delay or default iscaused by conditions beyond its control including, but not limited to Acts of God,Government restrictions, wars, insurrections and/or any other cause beyond the reasonablecontrol of the party whose performance is affected.  12.6 **Notices**. Any notices given under this Agreement will be delivered either by messengeror overnight delivery service, or sent by facsimile/email with a confirmation sent viacertified or registered mail, postage prepaid and return receipt requested, addressed asindicated below. Notice will be deemed to have been given on the day received.   **If to Novell:** **If to Microsoft:**Novell, Inc. Microsoft Corporation404 Wyman Street One Microsoft WayWaltham, Massachusetts 02451 Redmond, WA 98052-6399Attn: General Counsel Attn: Director of IP LicensingFacsimile: 781-464-8062 Facsimile No.: 425-936-7329Email: Email: 12.7 **Jurisdiction; Governing Law**. The validity, construction, and performance of thisAgreement will be governed first in accordance with the federal laws of the United Statesto the extent that federal subject matter jurisdiction exists, and second in accordancewith the laws of the State of New York, exclusive of its choice of law rules. With respectto all civil actions or other legal or equitable proceedings directly arising between theparties under this Agreement, the parties consent to exclusive jurisdiction and venue inthe United States District Court for the Southern District of New York (the **“Forum”**). Eachparty irrevocably consents to personal jurisdiction and waives the defense of forum nonconveniens in the Forum. Process may be served on either party in the manner authorized byapplicable law or court rule.  12.8 **Attorneys’ Fees.**In any action, suit or proceeding to enforce any right or remedyunder this Agreement or to interpret any provision of this Agreement, the prevailing partywill be entitled to recover its reasonable attorneys’ fees, court costs and other expensesfrom the other party.  12.9 **Assignment**. Neither party shall assign this Agreement or any covenants, releases orother privileges received hereunder to any third party under action of law or otherwise,including in connection with the insolvency or bankruptcy of the party or a Subsidiary (asdefined in the Patent Cooperation Agreement), except (a) with the written consent of theother party or (b) an assignment of the Agreement as a whole as part of a Change of Controlor Spin Off (as defined under Sections 8.1 and 8.5, respectively, of the Patent CooperationAgreement), provided that any assignment under this subsection (b) in the context of a SpinOff shall be conditioned upon agreement by the Recipient (as defined in Section 8.5 of thePatent Cooperation Agreement) to the following: (i) if, as a result of such assignment,the non-assigning party is unable to fulfill any obligations under this Agreement, suchfailure will not be deemed a breach under this Agreement, and (ii) if the assignmentmaterially frustrates the purpose of any provision of this Agreement, then the party towhom the Agreement is assigned agrees to negotiate in good faith with the non-assigningparty an appropriate amendment to such provision. Notwithstanding the foregoing, eitherparty may subcontract with one of its Subsidiaries (as defined in the Patent CooperationAgreement) to undertake obligations on behalf of such party under this Agreement, providedsuch party remains responsible for full compliance with the terms of this Agreement (thissentence does not apply, however, to any separate agreements that may be entered intobetween the parties’ subsidiaries). Any attempted assignment in derogation of either ofthe foregoing shall be void.  12.10 **No Third party Beneficiaries; No Partnerships**. This Agreement is solely for thebenefit of, and will be enforceable by, the parties only. This Agreement is not intendedto and will not confer any right or benefit on any third party. The parties hereunder areoperating as independent entities, and nothing in this  *** Portion for which confidential treatment requested. Microsoft Confidential Page 10 5/24/2007           

 
   Agreement will be construed ascreating a partnership, franchise, joint venture, employer-employeeor agency relationship. Neither party has the authority to make any statements,representations or commitments of any kind on behalf of the other party.  12.11 **Counterparts and Facsimile**. This Agreement may be executed in counterparts, each ofwhich shall be deemed an original, but each together shall constitute one and the sameinstrument. For purposes hereof, a facsimile copy of this Agreement, including thesignature pages hereto, shall be deemed to be an original. Notwithstanding the foregoing,the parties shall deliver original signature copies of this Agreement to the other party assoon as practicable following execution thereof.    THIS AGREEMENT is entered into by the parties as of the Effective Date.           **Novell, Inc.**   **Microsoft Corporation**             By: /s/ Joseph A. LaSala, Jr.   By: /s/ Bradford L. Smith             Name: Joseph A. LaSala, Jr.   Name: Bradford L. Smith  Title: SVP, General Counsel   Title: General Counsel  Date Signed: 1/16/07   Date Signed: 1/16/07   *** Portion for which confidential treatment requested. Microsoft Confidential Page 11 5/24/2007           

 
**Exhibit A**     *******     ******* ******* ********** *** ****** *** ****** *** ****** *** ****** *** ****** *** ****** *** ****** *** ****** *** ******   ********** *** Portion for which confidential treatment requested. Microsoft Confidential Page 12 5/24/2007           

 
**Exhibit B**