SCO Grp v. Novell Inc

Filing 639

MOTION in Limine No.14 to Exclude Certain Testimony from Jean Acheson for Lack of Personal Knowledge and Violation of Parol Evidence Rule filed by Defendant Novell, Inc.. (Attachments: # 1 Exhibit 14A)(Brennan, Sterling)

SCO Grp v. Novell Inc

Doc. 639 Att. 1

EXHIBIT 14A

Dockets.Justia.com

` IN THE UNITED STATES DISTRICT COURT DISTRICT OF UTAH, CENTRAL DIVISION THE SCO GROUP, INC., a Delaware corporation, Plaintiff, vs. NOVELL, INC., a Delaware corporation, Defendants. ) ) Deposition of: ) ) JEAN ACHESON ) ) ) ) Case No. 2:04CV00139 ) ) Judge Dale A. Kimball )

MARCH 20, 2007 * 9:30 a.m.

Location:

Anderson & Karrenberg 700 Chase Tower

50 West Broadway Salt Lake City, Utah 84101

Reporter:

Diana Kent, CSR, RPR, CRR Max Nelson, CLVS

Notary Public in and for the State of Utah Videographer:

17 Jean Acheson 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
Q. A. Q. A.

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Any related to bookkeeping, accounting? Some. Okay. Also, I was living in New York City. We Sometimes. Sometimes not.

had the Jacob Javits Center there, so I sometimes worked the shows. Q. A. Q. A. Q. A. Things like that.

So then you went to USL? Uh-huh (affirmative). At the end of 1990? Yes, I believe it was. And what were you -I went there as a temp, basically, to work

in the accounts payable and just ended up staying. About a year later, hired permanently. And probably

a little after that moved into revenue accounting. Q. Okay. And what were your job

responsibilities in that? A. Q. A. Processing the OEM reports. Okay. And what else? Processing the

That was basically it.

SVRX royalties for the quarterly reports, and all ancillary stuff around it. accruals. Q. A. And how long did you do that? That's what I have been doing almost ever You know, forecasting,

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since. Q. A. Well, I mean at AT&T USL. All the way through the time that Novell

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purchased the company. Q. A. So when was that? 19 -- oh, great. 1993. Yeah, I think it

was a couple of years later. there. Q. A. Q. Novell? A. Q.

1994, somewhere in

And you went to Novell? Yes. Okay. And what were you doing then at

Basically the exact same thing. Did your job responsibilities change while

you were at Novell? A. Not really. It was mostly just processing

the OEM reports.

Worked on -- that's approximately So I was

when I also received the Oracle Master's.

also working on the financial systems to produce reporting and things in revenue. Q. And what do you mean by that, "working on

the financial systems"? A. We used an Oracle financial system. So by

learning how to get the data out of it so as to design custom reports and processes.

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Q. Okay.

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Anything else change about your job

responsibilities while you were at Novell? A. Q. A. Not until the end. And what happened then? Well, at the point where Novell decided to

sell off the UNIX product line to the Santa Cruz Operation, my then boss, who was the revenue manager, decided to remain with Novell in another capacity, and I started taking over the management responsibilities. However, very soon in the transition process,

and prior to almost everyone else, I was hired by Santa Cruz. Q. But you took over management

responsibilities, you mean before you left? A. It was sort of right in the same area. I

can't remember which came first. Q. A. Q. A. Q. remain? A. Q. Carol Lynn Kuchinsky. So how did your responsibilities change as Okay. But -I'm sorry. That's okay. Go ahead.

And who was the boss that decided to

you became the manager?

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A.

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There were other aspects to the revenue

and so I took over the other aspects as well as managing the revenue group. I also worked on the

Novell/SCO transition team from the finance viewpoint. And then going into SCO we had a worldI was basically the manager of So we took -- so basically that

wide revenue manager. this small segment.

ended up under SCO for royalty administration. Q. You said that you took over management

responsibilities and there were other aspects to revenue. A. What did you mean by that? Well, there were services, source code. But it

But mostly just processing the OEM reports.

was larger than one person at that time could handle. Q. A. So who else worked on that with you? At that time, in Novell we had Barb

Cavalla, Kathy Stetzer, there was another woman and I can't think of her name. And Joyce Charles. Because

we also had receivables and credit, collections. Q. team, also? A. Q. Yes. Did you have any role in negotiating the You said you worked on the transition

Asset Purchase Agreement between Novell and Santa Cruz?

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role? A. I might have had some clarifications. We A. No.

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That

Not directly on the first part.

was held way, you know, closely from any of the employees. The transition team may have shaped some

of what went into later addendums as we worked on trying to understand the APA. Q. I think you said, I don't remember your

exact words, but employees had no role in the initial Asset Purchase Agreement? A. Well, there were employees, yes. But they

were higher level. Q. A. Okay. And they were keeping it highly

confidential. Q. And on addendums, you might have had a

may have contributed to some of the clarifications in Addendum 1. Q. A. What do you remember about that? Basically -- it's hard to say without

actually seeing the agreement, but I think there was some clarifications as to revenue, and clarifications on other, you know, just various things. audits. Q. And are you saying that you drove some of Maybe on

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A. A. the clarifications? MR. GONZALES: I don't know. MR. GONZALES: Objection to form. Objection to form.

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Go ahead and answer. I don't know if I personally drove. But

it may have been as a result of some of the questions that came out of our transition team. Q. Do you remember whether -- did you look at

contractual documents and provide comments like, "It should say this. A. This shouldn't say that"?

We weren't attorneys, so I'm not sure we But we And

would have given comment as far as that.

probably would have requested clarifications.

the document, as I stated, was negotiated at a very high level and not by people who understood the day-to-day processing. So it was sometimes hard to

reconcile what was in the APA with what actually occurred on a day-to-day basis. Q. Now, you are talking about at this point

you are at Santa Cruz? A. At this point we are still very hybrid.

I'm, at this point, a SCO employee but we are still on the Novell premises in New Jersey. MR. PERNICK: Amendment 1 to the Asset

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Purchase Agreement I believe is already Exhibit 1026 in this matter but I'll give a copy of that to the witness. Q. (By Mr. Pernick) And I'll just ask you,

Ms. Acheson, I think you said you would be better able to answer if you looked at the Amendment. wanted to ask you what you provided input on, or comments on, as far as this amendment. MR. GONZALES: Objection. I think you are I

mischaracterizing her prior testimony. A. Yes. As I said, I didn't sit and say,

"Oh, we need to change this or we need to change that." I think in making questions, we may have

influenced some of the clarifications that are in their addendum. Q. Okay. And you suggested looking at the

document so I'm going to let you look at the document and see if you can provide any more precision on that. A. I think monthly reports was an area that There are

would have come out of our discussions.

other things, too, that -- oh, the SVRX third-party royalties was probably -Q. A. What are you looking at? Section 2. In other words, some of the

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about? A. It says, "The following is added at the ... together with a

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amendments to Section 4.16. Q. A. Q. A. Q. A. Q. A. Q. What page are you looking at? Six. Page six of Amendment 1? Uh-huh (affirmative). And you are looking at Section J? No. Above that.

Section I? Yes. Can you read the provision you're talking

end before the period:

remittance sufficient to cover applicable third party payments (if any) which are attributable to distributions giving rise to such SVRX Royalties (and royalties from Royalty-Bearing Products) and for which Buyer has assumed Seller's obligation of payment to such third party." Q. A. Q. that point? A. Well, the original -- within any So you are looking at Section I(2)? That is correct. And what were the discussions you had on

technology there is often other technology that does

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I

plans -- some of the transition plans in general.

mean, it's hard at a large, all-hands meeting, to get into huge specifics. Because not everybody is

interested in every aspect. And then we broke into smaller groupings for the specific areas. I know the engineers had

meetings in regards to what needed to happen for their various segments. same. Product management did the So we had a lot of very

Finance did the same.

smaller groups and then we would meet in bigger groups and then there would be all-hands meetings. It's hard to really state. Q. referred to? A. Can you focus on this meeting that you That's what I'm asking you about. Basically just a big generalized meeting

in which we were told that the product line was being sold to SCO. Q. You say "in this meeting," you are

referring to a specific meeting, you said that terms of the APA and Amendment Number 1 were explained? A. It was very generalized. Once again, as

stated, at an all-hands meeting you are not going to explain in minute detail all of the terms and conditions of a sale. An all-hands meeting is going

to be basically what is it that people want to hear.

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that. Can you recall any terms of the APA that were discussed? A. Q. A. Probably more just generalized terms. What was said? Just saying generalized terms. I don't

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The majority of it is going to be are they employed or not. Q. Can you recall any other -- I'll strike

know specifically clauses. more. Q.

It's been ten years or

What about of Amendment 1; anything you

remember being discussed in that meeting about the terms of Amendment 1? A. No. Not necessarily. It would have been

in broad strokes.

They wouldn't have referenced

specific page and line items of an agreement. Q. What about generally; do you remember what

was said about the terms of Amendment 1? A. I'm not sure on employment what goes from I don't even know if --

Amendment 1 into the other.

potentially Amendment 1, I don't think actually was signed at that point. I may have generalized a

little too much in this statement. Q. Do you remember if, in this meeting, this

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all-hands company-wide meeting, do you remember whether anything was discussed about SVRX royalties? A. I seriously doubt if they would have

gotten that specific at an all-hands meeting. Q. A. So do you remember it being discussed? No. Maybe in general just that there were

different items transitioning to SCO and some remaining with Novell. Q. Do you remember what was said about what

SCO would get and what Novell would retain? A. No. It's hard to segregate, it's ten

years since these meetings occurred, what specifically occurred at which meeting. And if they

did it at an all-hands meeting, they are not going to get into a line-by-line detail of an agreement. Q. A. Q. A. Q. A. Q. A. Did you take any notes at this meeting? Not that I remember. Were there any presentation materials? Possibly. Do you remember any? Not really. Any visual aids, do you remember? They usually tended to use them, so I But I don't remember any

would assume that they did. specifically.

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Q. Okay.

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Then in the -- who made the

presentation at this company-wide all-hands meeting? A. There were several people. There was HR. I can't I

There was Vice-President of Development. think of the guy's name.

I can't think of him. Never

think there was also, at that point -- no. mind.

But just basically HR people to answer And there was, as I said, there was the

questions.

vice-president, I can't think of his name at the moment, and some other people. I think they flew in

some of the people from Novell out of Utah or California at the time. though. I don't remember who,

Quite frankly, I usually didn't know them

because I never met with them. Q. Okay. You then say in your declaration,

paragraph 5, "After I became a Santa Cruz employee, I also attended a number of meetings with both Novell and Santa Cruz participants in which the terms of the APA were explained." Can you tell me what meetings you recall in which the terms of the APA were explained? A. Q. These were the Novell transition meetings. And tell me how many there were, where

were they, when were they? A. They were usually on Novell's premises.

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This was prior to our splitting up into separate areas of the building. premises. It was usually in Novell's

I remember a lot of them occurring in Stu

Adams's office, several of them occurring in conference rooms. They were on an as-needed basis.

So they were usually one or more times a week. Q. A. For what time period? The first couple of months after this APA

was signed and the announcement was made. Q. And who do you remember attending any of

these meetings? A. Various people. As I said, Stu Adamson

[sic] was the assistant controller for the New Jersey location under Novell, usually spearheaded them. Sandy Matheson from Novell in California, I think she was in that office, she would attend via teleconference. I don't know who. She had a team of people out there. People on the order of Terry would

sometimes sit in, although usually I was doing more of the liaison work there. Cindy, Barb, various

people would kind of come and go on an as-needed basis. There were some of the general ledger people

from Novell there, because it wasn't just the administration that was being discussed. There was

also the fixed assets, employees, pay, transition of

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various assets and liabilities, although not so much the liabilities. on things. Q. Can you give me an idea of how many But, well, and also kind of pricing

meetings you're referring to in this second sentence of paragraph 5 of your declaration? A. Q. A. Quite a few. Yeah. How many is that, approximately? Maybe for a couple of

I don't know.

months at least once or twice a week. Q. How many meetings in which the terms of

the APA were explained? A. Q. A. That was usually the topic of discussion. Okay. Because the APA was the guiding document

for all of the transition between the companies. Q. And can you remember anything being said

in these meetings about the SVRX royalties? A. Not so much there as more towards the

point where we actually were doing the administration. And then that ended up more as part

of the meetings with the Barb, Cindy, myself, and Terry, monthly meetings or more. These other meetings were more how to transition things like computer systems, how to copy

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database histories. Q. Okay. Ms. Acheson, if you'd look at

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paragraph 5, the second sentence. A. Q. A. Q. Uh-huh (affirmative). You're referring to a number of meetings. Uh-huh (affirmative). With both Novell and Santa Cruz

participants, right? A. Q. explained? A. Q. Only you do. A. Q. Right. In any of those meetings were the SVRX Yes. I don't know what meetings those were. Yes. In which the terms of the APA were

royalties discussed? A. Yes. There was some discussions about

some of the mechanics which, you know, because as stated before, the APA had been written at a very high level, which was necessary in order to keep everything highly confidential. So when trying to

figure out the mechanics of some of it, it becomes a little hard to interpret what's going on with the actual reality of day-to-day processing of

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A. Q. A. transactions.

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So as stated, there were some

refinements such as like for third-party royalties, services fees, things on that order. Q. Can you recall any discussions in these

meetings about what portion of the SVRX royalties Novell would be entitled to versus what portion SCO would be entitled to? MR. GONZALEZ: Not really. Objection to form. Because it was more

understood, I think at that time, what SVRX royalties meant. Q. Was there any discussion in these meetings

about what royalties SCO would retain versus what royalties Novell would retain? MR. GONZALEZ: Objection to form.

Could you be more specific? Yeah. In these meetings that you're

referring to, was there any discussion about what portion of the royalties SCO was going to administer would belong to Novell versus belong to SCO? A. That's kind of hard to answer because,

once again, at that point in time people knew the product lines pretty well between the companies. it was understood that UnixWare was SCO's product, that that was being -- was the ongoing development So

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speculation. A. We had them all actually scanned into an A. Q.

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after the closing date of the APA? MR. PERNICK: Objection. Vague.

The physical agreements? Yes. MR. PERNICK: Same objection. Calls for

imaging system, and the imaging system was transferred to SCO. Q. And how about the relationships with those What

licensees for UnixWare and SVRX products?

happened to those after the closing date of the APA? A. Well, all customer agreements were, in

regards to the UNIX business, were transferred to SCO and so was the relationship with the customer. We

were the ones who, you know, letters were sent out from Novell instructing the customers to send all future payments to SCO and any royalty reports or anything else that they needed to do to exercise their requirements under the various agreements. Q. Do you recall Mr. Pernick asking you about

conversations that you had as part of the transition team -A. Q. Yes. -- during the time of the APA?

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foundation. A. A. Q. Yes. Do you recall him also asking you about a

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company-wide meeting that took place around the time of the APA at Novell? A. Q. Yes. Do you recall any other communications by

Novell management involving Novell management where the APA transaction was explained to Novell employees? MR. PERNICK: Leading. The very first announcement was a worldObjection. Lacks

wide I guess conference call by Mr. Frankenberg where he announced that basically the product line had been sold; that Novell wanted to return to its core competency of NetWare. And that -- I believe at that

one he basically stated that the UNIX product line had been sold to SCO, and that the other products were being sold to various other companies. MR. PERNICK: Nonresponsive. Q. I believe you also testified earlier that Move to strike.

there were also subsequent meetings among smaller groups regarding the APA transaction. Do you recall

having those conversations with Mr. Pernick?

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A. Yes.

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That was more like an all-hands

meeting at the various locations within Novell to whom this APA affected. Q. And then I also believe you told Mr.

Pernick earlier that subsequent to that, you also had ongoing conversations with a smaller group of people, I believe it was Cindy Lamont was one of them -A. Q. A. Q. Yes. -- at Novell -Yes. -- about how to implement the APA

provisions on a daily basis? A. Right. Within the realm of finance.

Basically we broke up into smaller groups to handle the various sections, responsibilities. There was

engineering, there was legal, there was finance. MR. PERNICK: Nonresponsive. questions. Q. In thinking of all these communications, Move to strike.

The witness should try to answer the

starting with the announcement by Mr. Frankenberg -actually, let me back up. A. Q. Who was Mr. Frankenberg?

He was the CEO of Novell. So starting with that announcement and

thinking of the company-wide meeting you had, the

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foundation. A. Yes. We basically learned that the UNIX

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all-hands meetings that you discussed, and then your ongoing communications with Ms. Lamont and others at Novell, did you arrive at an understanding about what were the basic terms of the APA? MR. PERNICK: Objection to form. Lacks

business was being sold to SCO; and customer agreements, the products, the source code, the intellectual property all went to SCO; and that in executing this, SCO was paying, you know, a lump sum of money and stock for the purchase; and that they were not able to afford to buy out the binary royalty stream, so while all of the customer relationships and agreements did transfer to SCO, at the same time, administrative arrangement had to be created so that the binary royalty reports under SVRX were processed and -- by SCO, since Novell couldn't do it at this point, legally; and that we would then receive 5 percent of this revenue stream for our administration, and 95 percent would be remitted to Novell. MR. PERNICK: nonresponsive answer. Q. What was -- if you would just answer the Move to strike the

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Q. foundation. A. Basically Novell had sold the entire UNIX

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immediate question that I'm asking you and then we can -- I can follow up with questions, although I appreciate you elaborating. A. Q. Okay. Can you summarize that answer? In other

words, based on all those communications that you had involving Novell personnel and Novell management around the time of the APA and after the closing, what was your basic understanding of the basic terms of what Novell had sold to Santa Cruz and what it had retained, if anything? MR. PERNICK: Objection. Vague. Lacks

product line and its assets, its intellectual property, its contracts, the third-party royalty agreements. There were other agreements. They were

all assigned to SCO and beyond that.

And then there

was the administrative situation in order to handle the binary royalties. MR. PERNICK: Move to strike.

So is your testimony that the only thing

that Novell retained out of the UNIX business was the right to what you call the SVRX binary royalties? MR. PERNICK: Objection. Lacks

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foundation. A. Q. Leading. That is correct. Mr. Pernick asked you many questions about

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instances when you or someone else at Novell or Santa Cruz would have expressly stated that Novell did not have a right after the sale under the APA to anything other than what you call the binary royalty stream. Do you recall those questions? A. Q. Yes, I do. And you stated a couple times that there

were some discussions; do you recall saying that? MR. PERNICK: Objection to form. Lacks foundation.

Mischaracterizes testimony. Leading. A. Q. everybody. Sorry.

Could you repeat?

I'm just trying to short-circuit this for But based on his objections lets me walk

through everything and we will have to stay here later. A. Okay. MR. GONZALEZ: But these are basic things

that she has already testified to before. Q. (By Mr. Gonzalez) During these

communications that are the basis of your understanding of the basic terms --

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Q. foundation. A. The SVRX binary royalty stream for the A. Q. Yes. -- were there some discussions as to the

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rights that Novell had retained under the APA? A. Q. Yes, I believe there were. And based on those discussions, what was

your understanding of what Novell had retained under the APA? MR. PERNICK: Objection. Lacks

customers that were existing at the time of the APA. Q. Can you and I agree, just as a shorthand,

that what you have just described as what Novell retained, we can just call that the binary royalty stream just to make this a little shorter? have that agreement? MR. PERNICK: Objection. Can you and I agree Can we

Can we agree on that?

on that, Ms. Acheson? A. Q. Yes. So when you hear me say the binary royalty The

stream I will mean what I believe you just said:

binary royalties from the existing customers at the time of the APA. A. That's fine.

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foundation. A. Q. A. Q. Yes. And who were some of those people? Cindy Lamont, Barb Cavalla, Terry Dulin. Those three names you just mentioned, Q. Okay.

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So during these communications that

you had which involved Novell people that are the basis of your understanding of what Novell retained, were there discussions with Novell people about that subject matter of what Novell had retained? MR. PERNICK: Objection. Vague. Lacks

which meetings would those have -A. Q. A. Those were usually --- would those have occurred? Those were usually more specific

agreements around the reporting of the royalties to Novell. Q. Going back a little further in time. When

you were meeting with the transition team, were there discussions about the rights that Novell had retained under the APA, namely this binary royalty stream? A. was some. Among other things, yes, I believe there It was just very generalized because, once

again, this was just sort of an understood point. MR. PERNICK: Move to strike.

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Nonresponsive. Q. And when you testified just now and

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earlier today that this was something that everybody understood, what do you mean by that, more precisely? A. Because in the explanations it was

basically understood that while the entire product line went to SCO, including the customer relationships, the customer agreements, the third-party royalties, joint development arrangements, the products, the source code tapes for the entire hierarchy of products, the intellectual property and stuff, it was just understood that the one thing that SCO was unable to purchase from Novell was this ongoing SRVX revenue stream. Q. And so besides your conversations with Ms.

Lamont and Ms. Dulin and Ms. Cavalla -- is that the name? A. Q. Yes. Were there other conversations about what

Novell had retained during the transition team meetings, for example? A. Q. Yes, there probably was. And were there conversations or

communications about that same subject matter, namely what Novell had retained, during the company-wide

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A. there was. meeting at Novell? MR. PERNICK: Objection to form. Vague.

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That, I don't remember.

I believe that

That, once again, it was the entire

product line, but that there were segments where we were going to have a continued relationship with Novell. MR. PERNICK: Nonresponsive. Q. When you say "continued relationship with Move to strike.

Novell," what do you mean by that? A. Well, that NetWare was going to be And the

embedded within the UnixWare code.

relationship, the administrative relationship between the two companies for the processing of the binary royalty, SVRX binary royalty stream. Q. Do you recall Mr. Pernick asking you about

whether there were communications during these meetings around the time of the APA that involved Novell, communications about -- strike that. simplify that. Focusing again on the meetings that occurred with Novell or at Novell during the time of the APA, Mr. Pernick asked you if there was ever a discussion as to who would have the rights to the Let me

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A.

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He probably didn't say the word "binary."

But if he said "royalties," that's what everybody would have basically assumed. Q. A. Q. And he said -- I'm sorry? It's all right. Continue.

And he said that Novell would not be

entitled to royalty streams from any licenses entered into after the APA? A. I do not believe he would have said it in I think he basically stated

that particular way.

that the business had been sold to SCO and that it belonged to SCO, with the exception of, you know, the NetWare in UnixWare and this, you know, the binary -the royalties for the ongoing royalty revenues. Q. And he limited, in what he said, he

limited what Novell was entitled to to the royalties from licenses that were in existence at the time? A. Yes. Because it was the ongoing revenue

stream which SCO could not afford to purchase. Q. A. What were his words that you recall? Oh, I don't remember specific words, but I I don't

just remember the general discussions.

remember exactly the discussions as to who was going where and who was hiring. But I remember that that

was also part of the meeting.

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Q. Q. A.

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March 20, 2007

Do you remember who this person was? No. I can't remember his name. I

remember he was shorter than I am and he was an older gentleman. Q. A. Did you see him live? Yes. He was one of the V.P.s that was at

the Florham Park Novell. Q. And this was one of the company-wide

meetings you were talking about? A. Well, it was company-wide, meaning the

company, the piece at Florham Park. Q. Is this the company-wide meeting you

referred to in paragraph 5 of your declaration? A. Q. Which number was that, please? I think it's 112. It would have been the

first one we marked today. in order. A. went by it. Yes. Okay. It is.

I don't know if they are

We had put them in order.

I just

That's the one. And then you've referred to some

transition team meetings, too; is that right? A. Q. Yes. And in any of those meetings, did anyone

from Novell say that Novell's rights to SVRX

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royalties would be limited to binary royalties from licenses in existence at the time of the APA? A. Once again, it was a grouping of people. And to me

A lot of various things were discussed.

the understanding of these discussions was that SCO had purchased the entire product line: Customer

relations, third-party royalty agreements, joint development, the IP, the source code tapes for the entire UNIX product line, and that with the exception that they could not afford to buy out the ongoing royalty stream which, to better define it now, is the binary revenue royalty stream for the existing SVRX customers at the time of the APA. Q. Okay. I know you say that was the But do you remember

understanding that you had. anyone saying that? A.

It must have been, because that's how we

understood it. Q. A. But do you remember anyone saying it? No. I have stated all along I don't

remember any particular person stating that within the meetings. Q. A. It was just the understanding? Yes. It was discussions and

understandings.

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A. A. APA? MR. GONZALEZ: Objection. Q.

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Do you know why no one put it into the

I believe it was in the APA. MR. GONZALEZ: I object to that.

I'm not an attorney, but I have been

working under the APA as it has been discussed and described to me by my management, and throughout these meetings. Q. And we have been going for a while today.

Have you had any new recollections as to provisions in the APA that state that understanding? A. No. I believe I have already pointed them

out in my previous testimony. Q. Did Cindy Lamont ever say that she

believed that Novell's rights to SVRX royalties would be limited to binary royalties from licenses in existence at the time of the APA? A. Well, I do not believe she ever stated it She, as well as Barb Cavalla,

100 percent like that.

worked with me to develop the reports, and never was a section put in for source code or for category of product. You don't even really see that something

that I'm reporting is SVRX binary fees. Q. Come again?

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STATE OF UTAH

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REPORTER'S CERTIFICATE ) ) )

3
COUNTY OF SALT LAKE

ss.

4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22

I, Diana Kent, Registered Professional Reporter and Notary Public in and for the State of Utah, do hereby certify: That prior to being examined, the witness, JEAN ACHESON, was by me duly sworn to tell the truth, the whole truth, and nothing but the truth; That said deposition was taken down by me in stenotype on March 20, 2007, at the place therein named, and was thereafter transcribed and that a true and correct transcription of said testimony is set forth in the preceding pages;. I further certify that, in accordance with Rule 30(e), a request having been made to review the transcript, a reading copy was sent to Jean Acheson for the witness to read and sign before a notary public and then return to me for filing with Attorney Mark Pernick. I further certify that I am not kin or otherwise associated with any of the parties to said cause of action and that I am not interested in the outcome thereof. WITNESS MY HAND AND OFFICIAL SEAL this 30th day of March, 2007.

____________________________

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Diana Kent, RPR, CRR Notary Public Residing in Salt Lake County