Oracle Corporation et al v. SAP AG et al

Filing 1200

Declaration of Kevin M. Papay in Support of 1199 Brief Offer Of Proof Regarding Oracle's Hypothetical License Damages filed byOracle International Corporation. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E, # 6 Exhibit F, # 7 Exhibit G, # 8 Exhibit H, # 9 Exhibit I, # 10 Exhibit J, # 11 Exhibit K, # 12 Exhibit L, # 13 Exhibit M, # 14 Exhibit N, # 15 Exhibit O, # 16 Exhibit P, # 17 Exhibit Q, # 18 Exhibit R, # 19 Exhibit S, # 20 Exhibit T, # 21 Exhibit U, # 22 Exhibit V, # 23 Exhibit W, # 24 Exhibit X, # 25 Exhibit Y, # 26 Exhibit Z, # 27 Exhibit AA, # 28 Exhibit BB, # 29 Exhibit CC, # 30 Exhibit DD, # 31 Exhibit EE, # 32 Exhibit FF, # 33 Exhibit GG, # 34 Exhibit HH, # 35 Exhibit II, # 36 Exhibit JJ, # 37 Exhibit KK, # 38 Exhibit LL, # 39 Exhibit MM, # 40 Exhibit NN, # 41 Exhibit OO, # 42 Exhibit PP, # 43 Exhibit QQ, # 44 Exhibit RR, # 45 Exhibit SS, # 46 Exhibit TT, # 47 Exhibit UU, # 48 Exhibit VV, # 49 Exhibit WW, # 50 Exhibit XX, # 51 Exhibit YY, # 52 Exhibit ZZ, # 53 Exhibit AAA, # 54 Exhibit BBB, # 55 Exhibit CCC, # 56 Exhibit DDD, # 57 Exhibit EEE, # 58 Exhibit FFF, # 59 Exhibit GGG, # 60 Exhibit HHH, # 61 Exhibit III, # 62 Exhibit JJJ, # 63 Exhibit KKK, # 64 Exhibit LLL)(Related document(s) 1199 ) (Howard, Geoffrey) (Filed on 8/2/2012)

EXHIBIT HH

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AGENDA

Acquisitions 2005
Acquisition of TIM, Callica, Churchill

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Acquisitions 2005
Acquisition of TIM, Callica, Churchill

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Acquisitions 2005
Acquired company/assets

Purchase price in
Mio EUR
(EUR/USD 1.25) 1

Total employees 2

Services

Sales/
Marketin
g

R&D

G&A

1

Khimetrics

140,0

137

51

52

20

14

2

Triversity

96,0

228

95

83

27

23

3

Lighthammer

27,2

49

16

8

17

8

4

TomorrowNow

8,0

30

18

0

6

6

5

Transact in Memory

5,6

29

0

29

0

0

6

Callixa

3,7

6

0

6

0

0

7

Churchill

3,6

42

0

42

0

0

8

MSG (only acquired "policy
management" IP) 3

12,0

0

9

DCS (only acquired "quantum" IP,
not the company)

7,5

0 (entered into
services agreement)

303,6

521

180

220

70

51

1

Contingent earn-outs not included

2

Additional headcount hired after closing not included

3

Various payments related with labor lease and partnership agreement (development and reseller) are not included

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SAP AG 2005, Project Achilles, 4

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Acquisitions 2005
Acquisition of TIM, Callica, Churchill

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Acquisition Strategy: Transact in Memory, Callixa, Churchill

“Enable disruptive, next generation Data Management and
Enterprise Information Management inside NetWeaver”
Main-memory based data management within NW for A1S (TIM)
Federated, virtual DBMS with distributed querying technology within NW (Callixa)
Provide migration services from Oracle Forms Architecture to Java for quicker NetWeaver /
BPP integration (Churchill).
NextGen Data Mgmt (TIM) – Main memory
based data mgmt within NW for A1S

Analytics
Composite Applications

-Run our apps and eliminate database fee
-Improve performance significantly
EIM (Callixa) - Federated, virtual DBMS with
distributed querying technology within NW

SAP NetWeaver
Enterprise Business Process Platform
Services
Repository

Partner
Partner

©

NextGen Data Mgmt

Legacy //
Legacy
3rd Party
3rd Party

SAP
SAP

- Google style next-generation EIM solution
that combines structured (BI), unstructured
(Trex) and transactional (MDM) content
management.

EIM

-Minimize Database footprint with virtual DB
Migration of Oracle Forms Apps (Churchill)
- Automatic conversion of Oracle Forms apps to
NW with Visual Composer based UI

Platform
Platform
Process Components
Process Components

SAP AG 2005, Project Achilles, 6

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Executive Summary – Transact in Memory
Transaction
Acquisition of Transact in Memory via stock acquisition to enhance SAP NetWeaver with main-memory
based data management as part of Project Achilles.
Closing occurred on the 4th of November 2005.

Total Investment
Total Purchase Price = USD 21.0MM
paid in three installments of USD 7 MM based on defined milestones within 18 months
29 FTEs in Seoul, Korea with a commitment to hire another 100 FTEs in Korea, India and Germany

Rationale & Value Proposition
Provide leading edge Main-memory based data management within NetWeaver
SAP’s applications are among the heaviest transactional users of database technologies in the world
We generate significant revenues for DB vendors and our suite represents significant innovation in data
management technologies e.g. significant expertise in MaxDB and LiveCache
SAP Basis includes buffer technologies for data mgmt in main-memory
TREX already powers main-memory based BI e.g. Business object search
P*Time provides a leading transactional main-memory database
Performance gains of >100x on transactions and >20x on access
Run our apps and custom apps
eliminate database fees
Work together with memory and disk vendors e.g. Intel (memory hierarchy) and EMC (disk based logging
and recovery)

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Executive Summary - Callixa
Transaction
Acquisition of Callixa via cash asset acquisition to augment and enhance SAP’s Business Intelligence
and Trex efforts and form a key nucleus in the new EIM strategy that SAP is laying out to compete with
IBM's information integrator and Oracle's data hub and information management efforts
Closing occurred as of September 30, 2005.

Total Investment
Total Purchase Price = $4.5MM
SAP will be absorbing founder and CTO Dina Bitton and 6 world-class experts
Bitton’s employment agreement provides for several development milestone payments that, if
reached, would compensate her for $1MM

Rationale & Value Proposition
Callixa’s technology is very strong and easy to integrate; key strengths include high-performance
querying, schema mapping, and modeling
Callixa’s technology also covers several identified NetWeaver “whitespaces”
Query optimization and modeling for Trex and Euclid, extending search/query over non-indexed
data (A1S)
Business Intelligence migration use cases, involving moving customers to Business Warehouse
from competitive products in productive landscapes
Dynamic querying for dashboard-style and operational reports in SAP Analytics

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Executive Summary - Churchill
Transaction
Acquisition of Churchill via cash asset acquisition that will add key technology to assist in SAP’s efforts in
enabling SAP to migrate Oracle Forms Architecture applications to SAP NetWeaver Stack.
Closing occurred as of October 1, 2005 .

Total Investment
Total Purchase Price = $6.0MM
$4.5MM upfront payment at closing of transaction (effective as of October1, 2005) with an extra $1.5MM in
development milestone payments.
SAP will be absorbing two of the three Principals, and 40 Developers (all developers will be based in
Bangalore (SAP Labs India))

Rationale & Value Proposition
Churchill has spent many years developing and perfecting a tool (“JAutomator”) to migrate Oracle’s PL/SQL
proprietary code to J2EE code. Churchill focused this tool on helping Oracle customers migrate from Oracle’s
applications development tool – Oracle Forms - to a commercial J2EE environment. All of Churchill’s principals and
most of their developers have substantial Oracle Tools experience.
SAP will extend the JAutomator tool to migrate Oracle PL/SQL stored procedures to MaxDB or Transact In Memory
P*Time.
Churchill could not accomplish this independently because they relied on Oracle’s Field support to procure leads
and revenue.
SAP does not see the JAutomator product as a standalone revenue-generator, however, we do believe that this will
assist many Oracle users in migrating to SAP and integrating the Oracle Forms applications owned by the customer
to the NetWeaver environment.

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