The unofficial text below was provided, in ASCII, by the court reporter. I should have a certified, printed copy of the transcript in early November, and I will add a scan of it here.

Note: Although it says on the first page that the hearing was held before District Judge Dale A. Kimball, I am sure that it was actually before Magistrate Judge Brooke C. Wells, as was reported in the minutes.

For more information, see http://scofacts.org/courtroom.html#IBM-2005-10-07.


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             IN THE UNITED STATES DISTRICT COURT

         FOR THE DISTRICT OF UTAH, CENTRAL DIVISION






____________________________________
                                   )
THE SCO GROUP, INC.,               )
                                   )
                                   )
                                   )
                 Plaintiff,          )
                                     )
     vs.                             )   Case 2:03-CV-294
                                   )
                                     )
INTERNATIONAL BUSINESS             )
MACHINES CORPORATION,              )
                                   )
                Defendant.           )
                                     )
_____________________________________)



             BEFORE THE HONORABLE DALE A. KIMBALL

                       OCTOBER 7, 2005

             REPORTER'S TRANSCRIPT OF PROCEEDINGS

                        MOTION HEARING






          Reported by:  KELLY BROWN, HICKEN CSR, RPR, RMR     
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                     A P P E A R A N C E S

FOR THE PLAINTIFFS:   HATCH, JAMES & DODGE, PC
                    BY: MARK JAMES
                        Attorney at Law
                    10 West Broadway, Suite 400
                    Salt Lake City, Utah  84101

                    BOIES, SCHILLER & FLEXNER, LLP
                    BY:  STUART H. SINGER
                         EDWARD J. NORMAND
                         SASHI C. BACH
                         Attorneys at Law
                    333 Main Street
                    Armonk, New York 10504

FOR THE DEFENDANT:    SNELL & WILMER, LLP
                    BY:  TODD M. SHAUGHNESSY
                         AMY SORENSON
                         Attorney at Law
                    15 West South Temple
                    Salt Lake City, Utah  84101

                    CRAVATH, SWAINE & MOORE LLP
                    BY:  DAVID R. MARRIOTT
                         PETER LIGH
                         Attorney at Law
                    Worldwide Plaza
                    825 Eighth Avenue
                    New York, New York  10019


















                                                              
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        SALT LAKE CITY, UTAH, FRIDAY, OCTOBER 7, 2005

                         *  *  *  *  *

           THE COURT:  Good morning, ladies and gentlemen.

And needless to say, I'm shorter here than I am in my own

courtroom, but we'll make do.

           We're here this morning in the matter of the SCO

Group, Inc., vs. International Business Machines Corporation.

Although I do have the names and know the names of most of

you, I would ask that counsel who are at counsel table to,

please, identify themselves and all others who may be acting

in that capacity.

           MR. JAMES:  Your Honor, good morning.  Mark James

from Hatch, James & Dodge.  With me is Ted Normand from Boies,

Schiller & Flexner, along with Stuart Singer and also Sashi

Bach here with us, as well.

           THE COURT:  Thank you.

           Mr. Marriott?

           MR. MARRIOTT:  Good morning.  David Marriott and,

of course, Todd Shaughnessy and Peter Ligh and Amy Sorenson

and Herman H-O-Y-H.  Good morning, Your Honor.

           THE COURT:  Good morning.

           Ladies and gentlemen, I'd like to begin by

addressing SCO's renewed motion to compel, which is listed as

docket Number 366.  In this particular motion, SCO seeks from

IBM all documents from its executives and board of directors  
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that mention or relate in any way to Linux; and, two,

witnesses for deposition who can speak to the full scope of

the topics SCO has noticed.

           In this Court's order from January 18th of 2005,

the Court postponed -- I think that should be '04, the Court

postponed the decision regarding the production of documents

from top level management pending full briefing by the

parties.

           Unfortunately, there was a docketing error

misinterpreting the Court's order deeming SCO's order granted

in part and denied in part.  Notwithstanding this error, there

has been much discovery provided since the first of this year,

and Judge Kimball has heard arguments concerning the

deposition of Samuel Palmisano, IBM's CEO.

           Given the possibility that some discovery provided

by IBM may address SCO's concerns in its renewed motion, I

would like SCO to review its original motion and file with the

Court a new motion removing those items it previously sought

which may have been provided by IBM in the intervening time.

And I would like SCO to file this new motion by Friday,

October 21st.  IBM then can file in the opposition, and SCO

would reply.  And then we will hear that motion along with

IBM's motion to compel production of documents on SCO's

privileged log later this year.  And I would anticipate that

that would be set like the second week of December.           
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           This should help clear up the record and prevent

any potential wasted resources by hearing issues which may now

be moot.

           Does anyone have any opposition to handling that

particular motion in that way?

           MR. NORMAND:  Your Honor, Ted Normand for SCO.  We

don't object, although we obviously would like to have the

motion heard as soon as possible.

           THE COURT:  Well, we will do that as soon as you've

had your opportunity to refile it and for IBM to respond.

           Mr. Shaughnessy?

           MR. SHAUGHNESSY:  No objection, Your Honor.

           THE COURT:  All right.  We can do that -- well,

let's set that at the conclusion of this hearing.  But my

desire would be to set it in perhaps the second week of

December.

           Next, I would like to turn to SCO's expedited

motion for leave to take additional depositions, which is

found at docket Number 508.  I'd like first to hear any

objections that IBM may have.  Or do you want -- go ahead and

argue it first since it's your motion, and then they'll

respond.

           MR. SINGER:  Your Honor, I don't know if the Court

is set on approaching it that way.  If it was left to us, we

would prefer to argue the Linux related motion which we think 
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broadly relates to issues including depositions.

           THE COURT:  We can do that.  If you want to, then

we'll start with that motion and allow you to argue it, and

then we'll go on to the other one.

           MR. SINGER:  Thank you.

           THE COURT:  That's fine.

           MR. SINGER:  In connection with that motion, we've

prepared several charts.  With the Court's permission, I would

provide copies to the Court.

           Your Honor, and I am Stuart Singer on behalf of the

SCO Group.  I appreciate the opportunity to address the Court

this morning on this issue.

           The motion here goes to the very heart of documents

that are relevant to this case.  Our motion concerns the

failure of IBM to produce documents related to its Linux

contributions that have not been produced despite agreements

to do so and despite two orders of this Court that we believe

covers this.

           THE COURT:  Mr. Singer, let me stop you real

quickly and supplement the record by indicating this so that

you know.  I have read the submissions of both SCO and IBM.  I

have read the affidavit of Mr. Shaughnessy.  I have read the

transcript of the original of the orders -- or the hearing

that resulted in the orders, and I have read each of the

orders themselves.                                            
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           MR. SINGER:  Thank you, Your Honor.  I will bear

that in mind in my argument.

           We made this motion because what we had seen from

IBM did not equate to what clearly must have been present for

a project of this scope in producing contributions to Linux.

And we filed a motion, which the Court is aware, and I won't

go over specifics, some of which have been marked confidential

by IBM, but there were a number of items which it was clear

you would expect to have in there that were not, source code

files, in fact, had appeared to have been removed from the

CMVC database that related to Linux database, of course,

previously ordered produced.  One of the issues in the case

concerns the JFS, file system technology, which we believe has

been inappropriately provided to Linux, and there were

documents relating to that.

           There are also the fact that documents which used

to be on a public website no longer are there because that

website has been closed down, and other issues which have been

identified in the bullet points from Pages 8, 9, 10 of our

additional motion.

           The response to that motion from IBM including

specifically the declaration of Daniel Frei, who was the

senior executive in charge of Linus Technology Center, made

clear that these areas of concern were just the tip of the

iceberg and that IBM has essentially produced very little at  
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all in compliance with what we believe there was agreement to

do so and this Court's repeated orders to do so.  And that

we're dealing here with the failure to produce any of the

nonpublic or certainly all of the nonpublic Linux related

information concerning programmer notes, concerning drafts of

code that they submitted, concerning work plans, all the type

of information that is generated up to the point where

contribution is then publicly made to the Linux community.

           IBM does not deny this.  In fact, they state that

in Frei's declaration that they have not gathered that,

reviewed it or produced it, and that it might amount to

hundreds of thousands of documents.  They say instead that

that was not called for, despite it clearly being in the

center of this case.  The case is about whether the

contributions of Linux technology of IBM violates those

proprietary rights.  And then they say it would be too

burdensome to provide it.  With the Court's approval, I would

like to address those two issues.

           First one.  The documents were requested going back

to June 2003 in at least three of the initial requests in the

first request for production.  Request Number 11 called for

all the contributions themselves which were made not limited

to source code, binary code, to open source development lab,

Linus, any other entity.

           And then there was request 35 and 42.  35 called   
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for all documents concerning, and concerning is broadly

defined, any contribution to Linux.  42 was all documents

concerning Linux contributions to development, specifically to

2.4 and 2.5 versions of the Linux Kernel.  These weren't just

for code, these were for documents concerning their

contributions.

           IBM initially objected.  And then in the course of

the meet and confer process, which was carried out in writing,

IBM moved back off of its initial objections and indicated

that it would make substantial production with respect to

areas 35 and 42.

           In a letter dated from IBM's counsel on

September 15th, 2003, IBM indicated that with request

Number 11 that IBM has undertaken to collect documents from

various members of the Linus Technology Center, the LTC, who

are responsible for work relating to open source contributions

to Linux.  And in addition, they are collecting materials from

the Open Source Steering Committee, the group within IBM

responsible for approving and reviewing open source projects,

and that:

           We intend to produce nonprivileged documents

    identified in these files that relate to IBM open source

    contributions to Linux.

           In response Number 35, they again say:

           We are undertaking to produce from the files       
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      of Linus Technology Center and the OSSC personnel

      nonprivileged documents that relate to IBM's open

      source contributions to Linux.

         They didn't say they were just going to produce the

code contributions.  They didn't say that what they were

arguing about was whether or not they should have to look at

the whole company and to open source beyond Linux, but they

said for Linux, we were looking at the Linus Technology Center

and that they would produce the documents that related to

their open source contributions.

           Your Honor, this was reiterated in subsequent

correspondence in October of 2003 where IBM indicated that

this work was ongoing.  With respect to request Number 11,

they said:

           We have attempted to conduct a reasonable

      search for documents that relate to IBM's open

      source contributions.  The vast majority are made

      through the LTC.  Some were through this OSSC.

      And they stated, our searches have included

      individuals in both of these groups as well as

      other potential sources of documents relating to

      IBM's contributions to Linux.

           IBM went on to say that:

           We are not limiting our searches to any

      particular geographic area.  Indeed, they have          
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      already included individuals residing in

      Beaverton, Oregon, which is the headquarters for

      Linus Technology Center; Austin, Texas, and a

      variety of other IBM locations.

           We learn now from Mr. Frei's declaration that, in

fact, they have not searched and gathered from these

locations, the Linus Technology Center, the documents that

would relate to Linux contributions.  They say that these

efforts are ongoing.

           Given these assurances, it is understandable that

the intentional motions to compel related to aspects of

discovery which IBM said they would not provide.  There was

the issue in which the Court is aware of whether public

contributions that are already out there needed to be

provided, and there was an issue that was focussed on what is

in the files and individuals outside the Linus Technology

Center including senior executives, like Mr. Palmisano and

Mr. Wladawasky-Berger.  And the Court after briefing held a

hearing on that in February of 2004, and it rendered an order

on March 3rd, 2004, on SCO's motion to compel.

           In that motion -- or in that order, there are two

relevant paragraphs.  Paragraph Roman Number II.2 dealt with

the issue of Linux contributions themselves.  There the Court

indicated that the ones which were public SCO should use its

best efforts to obtain through public sources.  The           
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contributions that were nonpublic IBM is ordered to provide.

           But then the Court went on to deal with the issues

of documents beyond the code contributions themselves, and

that is in Paragraph 3 of the Court's order.  And there are

three occasions in IBM's opposition to the current motion,

Your Honor, where they quote this order.  In none of those

three occasions do they ever mention Paragraph 3.  Paragraph 3

begins by confirming in what we believe sweeping terms that

IBM has to produce documents to the heart of the case coming

out of the Linux project.  The Court said:

           IBM is to provide documents and materials

      generated by and in possession of employees that

      have been and that are currently involved in the

      Linux project.

           THE COURT:  Mr. Singer, don't you see Paragraph 3

as an expansion of what is ordered in Paragraph 2?

           MR. SINGER:  Well, we think it goes beyond

Paragraph 2, certainly, and that it goes beyond that to the

extent that Paragraph 2 is the Linux contributions themselves

that are going out to the public.  And then Paragraph 3 is

dealing with documents that IBM has that are broader than that

that relate to that process of contribution.

           We think there's no legitimate basis on which in

the Linus Technology Center, which is the heart of the Linux

project, an employee can do a rough draft of code and that    
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doesn't fall within 3.  Or that if you have a work plan or a

programming note, not privy to the public, but generated there

in the course of that contribution, a document that might be

exchanged between developers that say, let's use the Dynix

technology in making this contribution.  All of that would be

documents generated by people in the Linux project and in the

possession of employees.  And we think it follows from what

the Court says here that:

           The Court finds these materials are relevant

    because they may contain information regarding the use

    or alleged misuse of source code by IBM in its

    contributions to Linux.

           Now, the fight at that time was focussed on the

senior executives, people outside the Linus Technology Center.

And the Court made clear that the scope mentioned includes

senior executives, includes Mr. Palmisano and

Wladawasky-Berger in another document that had been

specifically been dealt with.  But those are terms not of

limitation on a principle obligation, but an example of what

is included within the scope of production.  And certainly if

the executive materials are relevant because they may contain

information regarding the alleged misuse of source code, the

very documents being used every day in the Linus Technology

Center to create the contributions, their notes, their rough

drafts, their work plans definitely fall within this scope.   
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           So we think it's clear that those materials both,

quote, related to the Linux contributions so IBM had committed

by agreement to produce them, and also that they were the

subject of Paragraph II.3 of the Court's order.

           Now, what did IBM do in response to that?  They

assured the Court that full production had been made.  If IBM

was uncertain as to the scope of that obligation, they had the

ability to ask for clarification.  They had the ability to

provide qualifications in the declaration that they filed

requiring compliance.  We believe this Court asked for such

declarations precisely to avoid this type of issue coming up

later on.

           THE COURT:  Do you acknowledge that SCO has the

same obligation if it is unsure as to the meaning of an order?

           MR. SINGER:  Yes.  We think that a party has an

obligation to comply in good faith and if you are uncertain,

it has a duty to seek clarification from the Court to disclose

limitations on what they are producing.

           And that IBM did not do so in this case.  That even

if there was an argument, which we don't think there is, and

somehow the Court, if they read this thought, well, we only

have to produce documents from the files of our senior

executives, not the very people at the heart of the project in

the Linus Technology Center, they could have asked the Court

to clarify Paragraph 3.  They didn't do so.  They could have  
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stated in their declaration of compliance in Paragraph 5, we

produced the senior executive documents, but we take the

position that somehow that doesn't extend to the documents in

the Linus Technology Center that relate to these

contributions.  They did neither.

           THE COURT:  Then let me indicate to you that I'm

going to want you to address what appears to be SCO's failure

to clarify or ask for clarification on issues related to the

Linux contributions.  In my review of the transcript of the

initial hearing, I read it closely and find no mention made by

Mr. McBride of any of the new requests you are now saying are

covered by the order.  So be prepared to address that.

           MR. SINGER:  Yes.  If I'm -- I mean, our position

with respect to our current motion is we're not saying that in

the February hearing or in the hearing on AIX and Dynix

contributions that the issue was these Linux materials.  Our

position is, we believe that IBM had said they would produce

this.

           THE COURT:  But the order does not address that,

and it does not address it because it was not raised at the

time of the hearing.

           MR. SINGER:  I understand, Your Honor.  Our

position is it was not raised with the Court at the time of

the hearing expressly because of the assurance in the letters

which we have shown you that are resolving document Request 35
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and 42 and others saying that IBM will search the files of the

Linus Technology Center, and IBM will produce documents that,

quote, relate to its Linux contributions.

           THE COURT:  Well, that's why I go back to what the

responsibility of each side is, to seek court clarification

when something is unclear.

           MR. SINGER:  If we believe that IBM -- or let me

put it this way, Your Honor.  If we thought IBM was not

producing documents at the heart of the case despite saying,

we produced documents that relate to Linux contributions, that

certainly would have been expressly raised.  We believe it is

very hard for IBM to take the position that they're taking

here, that despite the language of these orders, despite an

order we'll get to in a moment that deals with the production

of the programmer notes, the history, the revisions in AIX, in

Dynix, that the Court could possibly admit that even more

central documents relating directly to the Linux contributions

themselves did not have to be produced.

           In this assurance on April 2004, IBM simply said

that they undertook a reasonable search for and has produced

all nonprivileged, responsive documents including those from

the files of Mr. Palmisano and Mr. Wladawasky-Berger, which

is, of course, the subject of the other motion which has now

been deferred at this time, but this includes all the section

of 2.3 of the order.                                          
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           After this, the discovery fight focused on the

issue of AIX and Dynix code because that, IBM said, they were

not going to produce the revision control information for,

CMVC database, RCS database.  They weren't going to respond

specifically to interrogatory Number 5, all for specific

identification of contributions made in programmers who made

those with respect to AIX to Dynix and to Linux.

           As the Court is well aware, there was extensive

briefing on this issue, and there was argument, following

which in January of this year, the Court entered its order

which said that because of the contract theory, the broad

scope of discovery, IBM needs to produce that information.

The Court ordered it produced.  The Court ordered that

programming information, related documents from files of 3,000

IBM programmers who contributed to AIX and Dynix be produced.

           IBM filed a motion for reconsideration from that.

And they said that is too burdensome.  And the Court's

response to that said, well, for the present time, it will

defer, not remove that obligation from the 3,000 employees who

made the most contributions to the AIX and Dynix, but to defer

that, and only as a first step require compliance for 100

individuals who made the most contributions.

           In the course of discussions leading to that motion

for reconsideration, statements by IBM to us indicated that

they were not interpreting that to include as well Linux      
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information had not previously been produced.  And so in our

opposition to IBM's motion for reconsideration, that was

expressly addressed to the Court at that time.

           And it's indicated that in many instances, there's

been a development process which runs from IBM or Sequent

programmers immersed in SCO's proprietary UNIX code between

the selection of AIX and Dynix material for Linux and the

actual contributions to Linux.  SCO requires access to that

development history including both code and related

documentation for exactly the same reason this Court has held

that:

           SCO needed access to the material evidencing the

    developers and development process of Dynix and AIX

    themselves.

           IBM did not respond directly to this other than to

say, we're not obligated to produce information that's public.

We're just obligated to produce information that's nonpublic,

and this should not be ordered.

           The nonpublic information that they were

withholding they never stated in that response includes all

the materials relating to that development process.

           The Court did not limit in any way IBM's

obligation.  The Court in its order dated April 19, 2005 -- I

should say the Court did not limit these obligations relating

to Linux.  The Court, as I've mentioned and as the Court is   
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aware limited the obligations for the time being on the number

of AIX and Dynix files that it needed to review.

           However, with respect to Linux, the Court's order

had no limitation and, we think, made it as clear as it could

be that IBM was required to produce all the nonpublic Linux

contribution information that it had not previously produced.

The Court, this is not our emphasis in underscoring where it

says, "all nonpublic Linux contribution information," that's

the Court's emphasis.

           Now, we believe that the face of these two orders

and IBM's earlier agreement to produce this information that

IBM has willfully failed to comply.  How can IBM take the

position that an internal work plan as to how they're going to

make a certain contribution is not a document that, quote,

relates to that contribution?  How can IBM fairly take the

position that a document such as that when it's generated in

the Linus Technology Center is not within the scope of

documents that are generated by employees in the Linux

project?  How is that not part of nonpublic Linux contribution

information?  This is not limited just to the contributions,

but the information.  It goes to the very core, we submit,

Your Honor, of the documents in this case.

           But even beyond the plain language of the Court's

order, we don't believe that the position that IBM apparently

is taking can make any sense and be understood as having a    
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rooting in this.  First of all, IBM has taken the position

that all or virtually all of their contributions to Linux are

publicly made.  That being the case, if the Court's order were

construed as just dealing with contributions themselves,

they're virtually a nullity because if contributions

themselves are public, that we agree, the publicly accessible

information we get publicly.  If the Court's orders mean

anything, they mean that the nonpublic information that

surrounds the public contributions are to be produced.

           Furthermore, IBM has to know that the Court in its

reasoning and its order saying that AIX and Dynix development

history is relevant and needs to be produced could not

possibly intend to exclude Linux development history,

documents relating to the Linux contributions which are even

more at the core and the center of the case that concerns

whether those contributions were made in violation of our

proprietary rights.

           THE COURT:  But, Mr. Singer, I again ask you if in

the discussions with IBM you are not receiving these, then why

didn't SCO accept the obligation which you appear to accept to

ask for clarification?

           MR. SINGER:  Well, Your Honor, as IBM says in its

opposition papers, they produced some of the documents.  They

produced they say tens of thousands of documents that are

responsive to this.  We don't know how they selected those.   
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We don't know why they produced tens of thousands of documents

if they believed they had no obligation or why if they

produced that many they didn't produce all of them.  So we are

receiving along the way certain information.

           We did raise these issues with IBM, we submit, when

we pushed them on item Number 35 back in 2003, and they say,

we are producing these.  We are going through the Linus

Technology Center.  We are producing the files that relate to

these contributions.

           We did push them again when in connection with this

motion for reconsideration, and in this spring they made the

argument that they were not required to detail their Linux

contributions.  We said, we want to make clear that the

Court's order included the Linux contributions.  And they

refused to do that.  We then raised that with the Court, as

I've just indicated, in our memorandum dated February 28th,

2005.  And we believe that any uncertainty in IBM's mind was

then clarified by the Court's order that said, all nonpublic

information was to be produced.  So we believe we have reacted

to that.

           What they have done meanwhile is they never told us

they never did what they said they would do and search the

files of Linus Technology Center and produce related

information.  They have presented declarations that said that

they produced everything when they now say they haven't even  
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searched for that material.

           IBM is the party that knows what's in their files.

We can draw some inferences from what they are producing to

us, but we don't know that full scope.  IBM at all times knows

exactly what is in their files, and they know exactly what

they have produced and what they have not produced.

           Furthermore, Your Honor, there is another statement

by IBM that bears on this.  In their responsive brief which

they submitted to this Court on this very motion, IBM stated

that they should not be required to do this because it would

be difficult if not impossible to separate out the

contributions from the development history information.

           And if the Court accepts that, I ask, well, what

basis, then, has IBM even been able to confirm to the Court

that it's complied with the order to produce nonpublic

contribution information if they haven't at least gathered the

development information and reviewed that, which they said

they haven't done?  They have been making judgments,

apparently, that none of this information is under these court

orders, when, according to Mr. Frei's declaration, they

haven't gone about gathering it from the field, reviewing it

and making any determinations.  You could have documents in

the hands of Linus Technology Center employees that

specifically say, we are looking to incorporate here

technology from Dynix, a derivative product of UNIX System V, 
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in the Linux because it will work better, or admissions of

that type.  And IBM not only would haven't produced it, but

based on the Frei declaration, they would not have even

conducted the necessary and thorough search to provide it.

           The other point IBM makes, Your Honor, is they

argue that the Linux information would be too burdensome at

this point to produce.  And it was in that connection that

Mr. Frei's declaration is submitted.  We believe the short

answer to that is IBM said they would do that search of Linus

Technology Center in September of 2003 and produce all

documents related to the Linux contributions.  So that is

something they said they would do over approximately two years

ago but they have not done.

           And further, we think that a statement by IBM of

the burden of reviewing files of 300 approximate number of

developers is not something which can be viewed as inordinate

and burdensome under any case.  It is hard to understand that

they would be defending this case in the first place without

having gathered and reviewed the information that directly

relates to how the Linux contributions were prepared and made.

Yet, they have not done so.

           THE COURT:  You required them to defend against

this case by filing suit against them.

           MR. SINGER:  That's right.  Our point is that these

documents, Your Honor, go right to the heart of that suit.    
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For them to say they have never gathered and reviewed the

documents that show how Linux development has occurred, the

rough drafts, the internal work plans, programming notes, that

all of that you would think would be the first thing that IBM

would look to along with the contributions themselves.

           IBM can gather information from 300 individuals

very easily.  They can start by sending an e-mail to those 300

individuals which says, send us the development information,

all the documents that, in fact, do relate to their Linux

contributions.

           We assume that IBM has taken the necessary and

appropriate steps to preserve that information upon the

commencement of this suit.  We submit that that information

should be produced in a manner they should work with us that

requires the least adjustment, if any, to the discovery

schedule in place.  For example, we have a number of

depositions of programmers coming up, and they should give us

an advance of those programmers' depositions the files

indicating what it is those programmers were working on.

           Instead, we have a situation where they're saying,

you take blindly these depositions of the programmers.  You

can ask them what work they did in a deposition, but you

shouldn't get the benefit of the files of their desk top or

their server which would indicate what work they did in

preparing the contribution.                                   
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           Clearly that material is very relevant and is at

the heart of this case.  And even if it were not the subject

of these earlier orders and the earlier agreement by IBM, it

should be produced.

           IBM said that 300 people are spread throughout 10

countries.  They don't indicate how many of those, in fact,

work at the headquarters in Beaverton or in Austin, Texas.

But no matter how many places there are, in this day and age,

e-mail goes out, and documents come back in from whatever

locations that IBM has engaged in.

           When we asked Dan Frei in his deposition had he

turned over everything, his response in his deposition whether

he complied with the document request, the file request, he

said, I turned over everything.  Clearly that's not the case

in so far that he has in his possession documents that relate

to the contributions made to Linux.

           Your Honor, one further argument.  To the extent

that IBM is taking the position that this was not, in fact,

called for by Request 35 and Request 42 among others, that is

inconsistent with their recently received responses to our

Seventh request for production.  IBM once it became clear this

summer that they have not produced a lot of information

because we weren't seeing it regarding Linux development, some

examples of which are in our motion, we sent out a Seventh

request for production.  We tried to deal with it with as     
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great specificity as we could as opposed to general categories

of documents relating to Linux contributions, documents

relating to 2.4, 2.7 development, we sent out a Seventh

request of production that had scores of specific requests.

All documents concerning contributions to specific Linux

projects, development work, listing specific projects,

development work on the contributions to the 2.7 Kernel.

Documents relating to the development trees.  These are just a

few examples.

           In response to those requests and many other

similar requests, IBM stated that these were duplicative of

SCO's earlier document requests, including request Number 11

and 35.  And we submit that suggests, you know very well that

SCO 35 which asked for all documents concerning Linux

contribution included the very thing that they have not

produced despite their agreement to produce all documents

relating to Linux.

           They should have produced this a long time ago,

Your Honor.  We submit that they have an order to produce it

forthwith.  And we submit further if the Court agrees with us

respectfully that their action has not been appropriate in

this regard, and the Court should consider sanctions, as well.

           THE COURT:  Thank you, Mr. Singer.

           MR. SINGER:  Your Honor, this was not in the book.

It's a smaller photocopy of this particular chart.  It is     
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available.

           MR. MARRIOTT:  Good morning, Your Honor.  David

Marriott for IBM.

           THE COURT:  Good morning.

           MR. MARRIOTT:  If I may, I'll just take this down.

           THE COURT:  Sure.

           MR. MARRIOTT:  Your Honor, SCO's motion is premised

on the proposition that IBM has by way of Mr. Shaugnessy's

declaration and its interaction with counsel in this case and

the Court effectively misled the Court with respect to the

scope of IBM's production pursuant to the Court orders.  And I

want to be perfectly clear from the outset that that is

absolutely false.  We have endeavored, Your Honor, throughout

the course of this litigation to conduct ourselves according

to the highest of standards of professional conduct, and I

believe respectfully, Your Honor, that we have.  And we've

endeavored to comply with Your Honor's orders in so far as

we've understood them as best we could and in all respects.

And, in fact, Your Honor, in some instances we have, I think

it can fairly be said, gone above and beyond what Your Honor

has ordered.

           Mr. Singer mentioned in the Court's requirement

that IBM search for files from 100 developers of AIX and Dynix

code.  IBM searched for and to the extent it found, Your

Honor, produced documents from 150 AIX and Dynix developers.  
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In fairness, Your Honor, I think that our approach to

discovery has gone above and beyond that, I hope in the few

minutes that I have to demonstrate that to Your Honor.

           At the risk understating the point, Your Honor,

SCO's present motion is to us nothing short of astonishing.

In a nutshell, Your Honor, it argues that we agreed from the

beginning of the case to effectively produce every document in

the company relating to Linux, despite the fact that they've

never asked for it.  They argue that Your Honor ordered us to

produce every document in the company relating to Linux,

despite the fact that they didn't move for and apparently we'd

already agreed to do it.  And then they argue, Your Honor,

that in effect, we thumbed our nose at the Court's order.  We

said that we produced everything that we said we would

produce, and then, in fact, we did not, despite the fact that

later they're apparently saying in Mr. Frei's declaration

exactly what we did do.

           Your Honor, early in this litigation, SCO made what

I think can fairly be characterized as a grandiose public

statements about the scope of its case and the breadth and the

depth of its evidence.  In his February 8 order, Judge Kimball

said, quote:

           Viewed against the backdrop of SCO's plethora of

        public statements concerning IBM's and others

        infringement SCO's purported copyrights to the UNIX   
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        software, it is astonishing that SCO is not offering

        any competent evidence to create a disputed fact.

           Your Honor, in so far as SCO distorts the record on

this motion and faults IBM for not complying, which I believe

I can show Your Honor to be revisionist versions of Your

Honor's orders, its approach here as I would submit in

Judge Kimball's words, nothing less than astonishing.

           I would like, if I may, to make three points.  The

first of those points is contrary to what Mr. Singer says, IBM

did not at any point agree to provide, as SCO suggests, every

document in the IBM company relating to Linux or even every

document relating to IBM's Linux contributions or the

development of Linux.  SCO propounded, Your Honor, a very

small set of discovery request earlier in this case relating

to Linux.

           And if I may borrow your charts, counsel.

           MR. SINGER:  Sure.

           MR. MARRIOTT:  I think, Your Honor, that SCO says

it well in its own chart.  In document request Number 11, in

document request Number 5:

           Seek documents relating to contributions to Linux.

    Contributions to the open source development lab, Linus

    Torvald, Red Hat.

           From the beginning of the case, their requests were

focused on Linux contributions.  Requests don't ask for       
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documents relating to the development of Linux, and they don't

ask for every document in the company that relates in any way

to Linux.

           That notwithstanding, Your Honor, when we received

these requests we objected to them.  And we objected to them

because we found that even as they related only to

contributions, they were overbroad and unduly burdensome and

would require the production of materials not reasonably

calculated to lead to admissible evidence.  And we set out our

objections in our responses and objections to SCO's requests.

           And if I may approach, Your Honor, we have a binder

which I hope -- may I -- which I hope will be of some

assistance to the Court.  It's in part oriented toward the

other motion that has now been put off, Your Honor, but some

of the materials here may be useful, and I'll come to them as

they do.

           The point is, Your Honor, in response to the SCO

requests, IBM propounded objections because the requests in

our mind were broad.  For example, Your Honor, as we made

clear to SCO from the beginning, IBM's contributions, as

anyone's contributions, to Linux are public.  Linux is a

publicly developing operating system.  The contributions

themselves are by definition in the public domain.

           There is one sort of wrinkle, Your Honor, and in

one sense in which a contribution which I think isn't a       
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contribution might be said not to be in the public domain.  If

a person attempts to make a contribution of code to Linux, it

sends an e-mail, for example, to Linus Torvalds.  Mr. Torvalds

looks at the e-mail and decides the contribution is of no real

value, and it doesn't make it into Linux.  That I would

characterize as an unsuccessful Linux contribution that didn't

make it into Linux.  Most successful contributions, Your

Honor, do make it into the public domain because a person

generally contributes to Linux by offering up a contribution

on its public website for the world to see those, for the

world to evaluate whether the code makes sense to include it

or not, and then Linux itself is actually developed in the

public domain over the Internet.

           So there is a very small set of documents, Your

Honor, that one would call nonpublic contributions.  To the

extent IBM made contributions through some indirect means,

nonpublic means, and they didn't make it into Linux, which

would make them public, we looked for those documents pursuant

to Your Honor's order, and we produced it.  And to the extent

that any in the future are made, that they don't make it into

the public domain system because someone within IBM sends it

to Linus Torvalds, we will search for them, and if he rejects

it and it doesn't make it into the Linux Kernel, we will make

those documents available to SCO.

           Now, Your Honor, let me just pause for a minute and
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drop the Court a footnote.  Though IBM objected to SCO's

requests with respect to producing Linux contributions because

we thought for the reasons I said, that they were overbroad

and burdensome, we did not refuse altogether to search for

documents.  Your Honor will remember that at the beginning of

the case the allegations of the complaint left, we thought us

unsure as to what this case was about.  And that's what

precipitated the set of motion practice about figuring out how

we would receive the discovery.  And Your Honor set up

protocol, as I think of it, by which SCO would identify the

code at issue in the case.  Once identified, IBM would then

provide discovery with respect to that.  That is as we

understand it has been the protocol in the case.

           So the footnote is we have provided substantial

discovery relating to those very requests.  They didn't just

find out that we somehow had not, and I will show Your Honor

that to be the case.  And I will come back to the particulars

of what we produced, if I may, shortly, Your Honor.

           But the point is we never indicated that we would

provide, as they suggest in their papers though they back off

it a little here this morning, every piece of paper in the

company relating either to Linux or even the development of

Linux.  We indicated that we would undertake a reasonable

search for responsive documents based on the allegations of

the complaint as we understood them.  And the letters that    
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Mr. Shaugnessy that you have displayed here say nothing more

than that.  IBM will undertake a reasonable search.  We did

that, and we produced a substantial number of documents, Your

Honor.

           We produced -- just to give Your Honor an example,

we produced documents from 70 or so custodians, whose

documents related essentially only to Linux.  And to the

extent those custodians had in their files of documents

related to Linux, those documents if responsive to these

requests were produced.  They amount, Your Honor, not to tens

of thousands of pages of papers, as Mr. Singer suggests, but

they're hundreds of thousands of pages of paper.

           And with every production, Your Honor, in this

case, we have given SCO a log identifying whose documents we

were producing and the number of pages of documents being

produced.  Pursuant to interrogatories early in the case, they

asked who the players were, who were making contributions.

You've heard different numbers of 7,000 and hundreds of

developers being mentioned.  They knew exactly what we were

doing, Your Honor, all along because the log is a record of

exactly whose files we produced it from.  So the suggestion

that somehow we promised to do a reasonable search and then

reneged on that only from their position to give them nothing

which they just found out, is frankly not true.

           Back to the first point after that long footnote,  
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Your Honor.  We did not agree to give them every document in

the company relating to Linux.  We simply did not.  The

parties met and conferred over a course of days for a total of

several hours about these original requests, Your Honor.  None

of the lawyers sitting at this table were involved in any of

those negotiations.  Mr. Shaugnessy was, and Mr. Ligh was.

And they tell me that they made perfectly clear to SCO that we

were not turning IBM upside down to produce pieces of paper

from every single person in the company that might have a

document related to Linux.

           We also made clear, despite what Mr. Singer

suggests, Your Honor, throughout the case in our papers that

we were not doing that.  Not just the production logs, but we

made it abundantly clear in this litigation what we were

doing.

           And, Your Honor, the suggestion here that we agreed

to do this sometime ago is a suggestion that comes for the

very first time in a litigation two and a half years old in a

reply brief.  That reply brief is in stark opposition to what

SCO said in its moving papers on the very same subject.  And I

point Your Honor to Page 5 of their opening brief in which

they say, quote:

           IBM has persistently denied SCO this discovery.

           And that's absolutely right.  We have persistently

declined to turn the company upside down to provide every     
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scrap of paper that might relate to Linux.  Your Honor, Linux

is a pervasive thing.  It is like saying to the computer

company, give us every document that relates to computers.

The notion that they asked for that and we would agree to that

is frankly absurd.

           My second point, Your Honor, is that contrary to

what counsel for SCO suggests, we do not believe that Your

Honor's orders required IBM to produce documents in any way,

shape or form relating to Linux from all of the people in IBM

as their papers suggest, although again this morning they back

off of that, we're now talking about hundreds of people.  Just

so there's no doubt, Your Honor, in describing the Court's

orders, I do not presume to speak for you or tell you what you

intended.  I'm comfortable that Your Honor will tell us what

these words in your mind meant, and we will all live by it.

But what I do want to communicate is what we understood the

orders to mean, and what we understood them to mean, Your

Honor, not in our fanciful imaginations, but from the language

used by the Court and from the context in which the Court used

that language.

           Chronology, Your Honor, and context here are

important.  They're important because these orders did not

issue against a blank slate.  They issued against a set of

discovery disputes and prior hearings and prior orders.  And

without going into all the detail, I want to tell Your Honor a
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little bit about that.  Well, it takes more time than I would

like.  I think it's important to our understanding of the

these orders.

           The first order, Your Honor, that SCO suggests in

its papers and here again today that IBM has violated

throughout the course of discovery is the Court's March 3,

2004, order.

           And again if I may borrow this chart.  May I

counsel?

           MR. SINGER:  Certainly.

           MR. MARRIOTT:  As I suggested, Your Honor, you will

recall that at the beginning of this litigation, there was a

dispute among the parties as to how discovery should proceed.

And in IBM's view, the SCO complaint failed to disclose with

requisite particularity what the case was about such that we

were left perplexed as to how precisely we were to go about

producing documents relating to a subject like Linux like

computers without knowing more specifically what the case was

about.  And we asked Your Honor to require them to provide

some details.

           About the same time that we moved, they made a

competing motion to compel, which is the motion we're

effectively here on in a renewed fashion today.  Your Honor

said at the outset that you were going to hold their request

for production in abeyance.  You said, I want you to go first,
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SCO, and tell IBM what's going on here and to state sua sponte

all their discovery until they provide the information.  That

was in December.

           We came back to the Court in February.  Your Honor

asked me whether I thought SCO had complied.  And I said that

was difficult to say for certain.  That was a judgment Your

Honor should make.  You subsequently made that judgment in

your order from March 3rd and lifted the stay and required

some discovery of SCO because Your Honor found, I believe in

effect, in the order that there was still more that could be

provided.  And your order, Your Honor, ordered IBM to

undertake certain things.

           It's important in understanding I think what the

Court's order means to reflect back on what SCO asked for.  If

you look again at SCO's request, Your Honor, Mr. Singer put on

here 11, 35, 42.  I believe, Your Honor, that the only

requests at issue in the motion to compel were 11 and 35.  And

what was argued then by myself and Mr. Heigh on behalf of SCO

at that hearing was that IBM should be required to provide all

of its contributions to Linux.  Not surprisingly because

that's what the requests are actually about.  And we argued,

Your Honor, that that didn't make sense because the

contributions were by definition public, and they could go get

them for themselves on the Internet.

           In Your Honor's words, Your Honor said that SCO    
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should endeavor as best it could to get what publicly was

available concerning IBM's Linux contributions, and to the

extent there was nothing that might not be public, for

example, a failed contribution that didn't make its way to the

public where it had failed, IBM should provide that.  And as I

said at the outset, Your Honor, that we have done.

           Now, also at this hearing, though not raised in the

papers, not squarely before the Court, counsel for SCO,

Mr. Heigh, made essentially two additional arguments.  First

he said in effect, we're concerned that IBM is omitting

documents from the files of senior executives.  That was

untrue, Your Honor, but that was his concern at the time.

Second argument that Mr. Heigh made was that IBM, according to

a public report, had in the late fall of 1999 undertaken a

project to decide what its Linux strategy would be and figure

out whether it would embrace Linux.  Mr. Heigh waived around

the article, and the Court later refered to in its order.

Mr. Heigh said in effect, this is important.  We need to have

this document.  They haven't produced it to us.

           In Your Honor's words, you among other things begin

in Paragraph 2 by reiterating that IBM is required to produce

those contributions which are not public.  You then go on in

Paragraph 2, Your Honor, I believe in response to Mr. Heigh's

argument, in the first two sentences to essentially say, as I

read that, that IBM shouldn't omit documents from executives. 
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           IBM is to provide documents and materials generated

    by and in the possession of employees that have been and

    are currently involved in the Linux project.  IBM is to

    include materials and documents from executives

    including Sam Palmisano and Irving Wladawasky-Berger.

           That to me was saying, IBM, do not exclude in your

production of documents from your high level executives, which

again, we weren't doing, but the concern was expressed, and I

believe Your Honor addressed it in that order.

           The Court then goes on I believe in the following

sentence to address Mr. Heigh's request for information

concerning the decision made by IBM in '99 to embrace Linux.

And Your Honor specifically asked IBM to include that document

and the materials related to that document.  And you quote

from it there by referring to IBM's ambitious Linux strategy.

And that decision -- the article itself is here, Your Honor,

on the first page.  It says:

           Less than two months later, a few days before

    Christmas, IBM had fashioned and Louie Gerstner, Jr.,

    the chairman, had approved an ambitious Linux strategy.

           That is what I believe Your Honor is referring to

in your order, the decision at that point in time by IBM to do

something which was then not traditional and embrace an open

source project like Linux.

           We understood Your Honor's order to say, don't omit
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to the extent they have documents responsive to these

requests, documents from your high level executives.  We

weren't doing that.  We'd first begun searching for

Mr. Wladawasky-Berger's files, Your Honor, I believe in

August of '03, well before this motion to compel which came

before the Court.

           In the last portion of the order here, Your Honor

says:

           The Court finds these materials relevant because

    they may contain information regarding the use or

    alleged use of source code of IBM in its

    contributions.

         To us, Your Honor, what that meant is IBM

undertakes the '99 and adopts it.  And there's a consideration

then of whether we shouldn't adopt it because it may be code

in Linux which properly shouldn't be there.

           What that order does not say anywhere so far as I

can tell, Your Honor, is that IBM is required to produce every

document in the company relating to Linux, every document in

the company relating to the development of Linux, or even

anything about IBM's Linux contributions.

           The Court in Paragraph 2 immediately before says:

           IBM need not produce its Linux contributions in so

    far as they are publicly available.

           SCO's position, Your Honor, that the language in   
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Paragraph 3 swept broadly to require the production of

everything related to Linux or everything related to the

development of Linux is impossible to reconcile with

Paragraph 2, under which Your Honor said quite plainly we are

not required to produce every document in Linux.  If their

interpretation that this is right, Paragraph 2 would be

meaningless.

           Moreover, the footnote, which is not -- it is up

there.  The footnote makes specific reference again to

Mr. Heigh's pitch to the Court that we ought not be omitting

documents related to -- from the files of executives, and we

ought to be looking for documents related to that strategy.

           We did that, Your Honor.  Not for a minute did we

consider that the Court was by that provision saying, forget

the protocol of the months past, forget that SCO's to go first

and tell us what's at issue and IBM with respect to what's

been disclosed come forward and give us a little bit, give us

discovery as to that, or we are going to go from broad to

narrow until we reach a point where we have an issue we might

actually try.

           Never for a minute did we think that was completely

out the window, because now SCO had, never having asked for

it, never having moved on it, an order that said, IBM, produce

everything in the company that's related to the Linux.  And

that, Your Honor, is how they read this clause.               
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           Such materials -- produce such materials from Linux

    strategy or provide documents in the Linux project.

           Which presumably they read to mean Linux.  Produce

any materials related to Linux.

           Your Honor, not only would that reading entirely

make irrelevant Paragraph 2 of Your Honor's order and not only

would it totally gut the protocol which I understood the Court

to put into place, but it would have been impossible to do.

IBM is a company of 320,000 people.  That's more people than

there are in the city of Salt Lake City.  The notion that we

were going to somehow without bounds, which they're trying to

now put to read this to say, search for files from

everywhere -- and by the way, searching for files by last

check did not in their view amount to simply sending an

e-mail.  Not to argue the motion Mr. Shaughnessy intends to

argue, Your Honor, but you remember that we've been faulted

for affidavits which have all sorts of apparent deficiencies

according to them.  Those affidavits were generated following

a very careful and comprehensive search of people's files, not

by sending an e-mail.  Do you think for a minute if we just

sent an e-mail they would be content with that production?  I

would submit to you, Your Honor, they wouldn't.

           The way you collect documents as a general matter

is to identify the people whose files deserve a search, to

undertake, to communicate to them what the nature of the      
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documents we're looking for, in many cases interview them, to

collect the documents which result from that and appear that

they may be responsive, to carefully review them for privilege

and for responsiveness, to segregate out the privileged

documents, to take those documents, and if they are responsive

put them on a log, to prepare the other documents for

production, and to have CDs cut and produce them.  It is not a

trivial process.

           According to SCO, Your Honor, though I don't

believe the Court's order actually says how much time we have

to do what's ordered here, according to the SCO letter sent to

us following this order, they expect a compliance in 45 days.

So they're now telling you we were supposed to go to the files

of everybody or just take the argument that is being advanced

today, to 300, and we were supposed to search the files in a

meaningful way of 300 people and produce all of the documents

that related in any way to Linux, and we were supposed to do

it in 45 days.  Your Honor, it strains credulity to think that

that's what we reasonably could have understood this order to

mean.

           Let me just add, Your Honor, let there be no doubt

what we understood this order to mean.  When we got it, we

sent a letter to SCO, and we said to them, this is the way we

understand Paragraph 3.  We understand Paragraph 3 to require

us to search the files of the executives, and we understand it
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to be calling for documents relating to what Your Honor says

in the order, the IBM documents.

           They responded.  They expressed some concern, and

these letters are in the book, which I provided to the Court.

They responded.  And in their response, Deiter Goodstone,

another lawyer for SCO, expresses some concern that perhaps

IBM is trying to say that it's only going to search in the

files of its executives for documents relating to that.  And

we responded and said, no.  We understand that this particular

provision to be responsive to Mr. Heigh to be saying, make the

documents related to the decision from the files available and

don't omit the files of executives.  But we understand your

other requests of SCO.  We are not omitting from our

production documents which otherwise might be responsive

merely because they don't relate to that document.

           And again, we haven't done that.  We have produced

files from 216 custodians.  By contrast SCO has produced 65.

We have produced documents in the order of millions of pages

of paper.  At least hundreds of thousands of them, I'm told

roughly 700,000, relate to Linux and Linux development and the

like.

           Your Honor, we have done the best we can do with

what we have from them with respect to what we are supposed

to -- with respect to what this case is about.  And I will

remind you, that with respect to what in Linux they have      
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rights to, you remember we asked and propounded in

Interrogatory 13.  Your Honor twice ordered them to respond to

it.  We still don't have what we believe is an adequate

response.  That's the interrogatory in which they say, here

are the contributions that are a problem.  We own them.

Here's our right to them.  Here's how you violated it.  We

still don't have the answer to that.  Yet, they say, under

Your Honor's order, the trivial discovery we did do.  Yet, in

their view, they now have an order which conveniently they're

interpreting to say, forget all of that.  Give it all to them.

We now have carte blanche for every piece of paper in the

company.  And if you don't produce it, they suggest today, we

will contend that you improperly failed to retain responsive

documents because you didn't produce every document in the

company, which is what Mr. Singer's reference, I believe, was

about.

           The bottom line, Your Honor, is in our judgment,

one cannot reasonably read these orders as requiring the

production of every document in the company related to Linux

or even every document related to the development of Linux.

There are hundreds of people within IBM's Linus Technology

Center, 300 or so developers.  We produced documents from at

least 50 of those developers and 70 people overall that we

believed to have information relating to the development of

Linux.  That alone is more than the entire set of the         
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custodians from whom SCO has produced documents in the case.

           Let me, if I may, Your Honor, just move briefly to

the last of the Court's order, which is alleged that IBM

violated.  That is the April 19 order.  As Mr. Singer has

properly said, that order arose out of a dispute among the

parties with respect to AIX, and in particular, whether IBM

should be required to produce all of the development history

for those UNIX products, not for Linux.  And as Your Honor

knows, we took the position that we shouldn't have to.  Your

Honor disagreed with us and ordered us to do it, and we did.

           In the context of that order, we understood some of

the Court's language to perhaps suggest that we were supposed

to search the files of 3,000.  That concerned us.  We raised

that with counsel for SCO, who rather than saying, well, we

understand that's not what we suspect the Court meant, but

what's in it for us?  Rather than say that, rather than

express the alarm that now has been suggested was expressed

about our saying that we were not going to also produce Linux

because the order has nothing to do with that, so declined, we

raised in our opening brief this issue.  SCO responded in its

reply in its opposition, and it was further addressed in our

reply.

           In Your Honor's order, what the Court did, as I

understand it, and in the orders in the booklet that we

provided to the Court, Your Honor basically said, I reiterate 
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what I said before.  IBM produce its nonpublic Linux

contributions.  And Your Honor went on to say, because here we

were talking about an interrogatory that IBM should make sure

that if there were people who made these contributions whose

identity isn't abundantly clear, you should identify those

people and provide contact information.  And we did that.

           The word "information," Your Honor, was then

introduced into the equation.  And SCO then seized upon the

use of the word "information" in that order to say, ah-hah,

the Court's not just requiring the production of Linux

contributions, it's saying contribution information.  And what

that must mean is IBM has to produce everything in the company

relating to Linux or at a minimum, the development of Linux.

           And again, Your Honor, we would submit that the

Court's order, which we thought was clearly reiterating what

had been done before, if it intended to require IBM to produce

documents from the files of hundreds if not thousands of

people related to Linux, it would have said so, especially

when in context Your Honor was saying in that order, for now

just produce documents from 100.

           Yet, their position is, you're saying it

simultaneously, produce from just 100 from AIX and Dynix,

which we've now had lots of oral argument on, motions and

other documents squarely been focused on.  That is limited to

100, but they contend we were simultaneously nearly           
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subsequential ordered to produce everything under the sun,

again, they say, relating to Linux.  And I respectfully

submit, Your Honor, that that interpretation does not survive

scrutiny.

           The last point, Your Honor, and I will sit down, is

simply that independent of the Court's order, Your Honor,

which, again, we don't -- we've never read and don't believe

require the production of the kind that is suggested by SCO,

we don't respectfully believe there is any reason to require

the production of this information.  Again, the Court's

protocol was quite clear.  SCO produces.  IBM then goes from

there.  We still don't have a detailed response to our

argument to Article 13.

           What we have produced rather than saying, forget

it.  We're giving you nothing because we don't have a response

to your Article 13, we have gone out in so far as we can

determine is a bound for a reasonable search and produced

files from -- we've produced documents from the files of

people in Linus Technology Center.  And respectfully, they

aren't just figuring this out.  They deposed some of these

people.  They have the logs that say it.  There is no mystery

about it.

           Your Honor, in addition, we do believe -- and I

won't burden the Court with this point, these arguments have

been made before, and I think they stand true today -- there's
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no reason for the production now given the protocol Your Honor

has set out for this information.  We have produced the

contributions that are available.  To the extent there were

nonpublic things that really didn't qualify as contributions

but were failed effort, they have been made available.  We

have produced, you know, the equivalent of billions of lines

and literally hundreds of millions of lines of AIX and Dynix

code, all of the development information from that

information.

           What you don't see, Your Honor, in anything before

the Court today is any use of that information.  What you

don't see is SCO saying, you know, they produced all of this.

Here's now what we know.  We can define and focus the issues.

           We have produced millions of pages of paper that

apparently are of absolutely no value to SCO.  At a minimum,

they are not moving this towards a solution.  The closer we

get to the close of the case, the more questions we have, the

more discovery apparently is needed.  And we'll deal with I

suppose further, Your Honor, with a request for depositions.

           Finally, it would be an enormous burden to produce

these materials.  We have produced in the case today as I said

from 200-and-I-believe-16 custodians.  SCO has produced 65.

That has taken two and a half years.  Now as if it's done in

weeks, counsel for SCO suggests that we should be required in

the briefs they say everyone in the company, which one can't  
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believe they really mean.  They say 100 people within the

Linus Technology Center.  That is not a small undertaking.  It

would be an expensive and all, frankly, Your Honor, for

essentially no gain because they have already all that is

required.

           Thank you, Your Honor.

           THE COURT:  Thank you, Mr. Marriott.

           Mr. Singer, I'll give you 10 minutes if you want to

respond.

           MR. SINGER:  Thank you.

           First, Your Honor, these requests are not directed

to everything in the company.  The particular focus of this

that we are asking the Court to rule either has already been

required or should be required forthwith are the documents

created by the Linus Technology Center that have not been

produced to date, that are nonpublic and they relate to IBM

contributions that have actually been made to the outside

world.

           Now, to the extent there are documents that are in

the public domain, that's not included.  To the extent there

was work on dead ends that didn't actually result in

contributions, that's not included.  To the extent that it

includes people outside the Linus Technology Center, that one

can debate about, but there should be no debate about within

the Linus Technology Center or the Open Source Steering       
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Committee, those two groups, because that's what they said

they would review going all the way back to the beginning of

the case.

           The second point I would like to make, Your Honor,

is that the Linux development that occurs in the public does

not obviate the need for this information.  There's no

question that a lot of Linux development does occur in public.

There is also no question that IBM has not just out of thin

air created these contributions and then presented them to the

public or produced to the public all the underlying memos,

e-mails, drafts, work plans that go into the creation of those

contributions.  That's what we're talking about.  But if the

contribution is relevant, if we're deposing a programmer about

the contribution and what they relied on in making that

contribution, so clearly relevant and fell within the scope of

these orders and their earlier agreement to get those files

from those several hundred people in the center.

           Now, on that Mr. Marriott says, well, we have given

you information from 50 developers, to which I say, how were

they selected?  If they didn't have this obligation at all,

how did they pick 50 developers?  What did they select from

those 50 developer files to give us and not give us?

           Mr. Frei's declaration simply says in sweeping

terms that, we would have to go to hundreds of developers and

produce all of their information.  And he suggests none of    
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that has already been done.  Has than been done completely for

50 developers?  Why them not the other Linus Technology Center

developers?  In September of 2003, Your Honor, they did not

make such a distinction.

           Now, I'd like to briefly respond on each of the

particular orders of things that we have not previously

covered.  First of all, there is the issue of the request.

The request Number 11 dealt with the actual code, the

contributions.  Request Number 35 and 42 go beyond that.

35 talks about documents concerning those contributions, as

does 42.  That is broader than the contributions themselves.

           Mr. Marriott did not respond to the fact that if

this request in the Court's subsequent order only means

contributions themselves and the contributions are made

public, then all of this is essentially a nullity.  It has to

be nonpublic information.  And for those contributions, what

IBM said they would do would be review the documents in the

Linus Technology Center and that they would produce the

documents that relate to those contributions.  That was clear

in the September 15th and in the October letters.  We had the

right to rely on what IBM's counsel said in that regard.  Not

that they were searching the whole company, not that they were

giving us every document, but that they were going to the

Linus Technology Center and the Open Source Committee and that

they were producing documents that related to the actual      
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contributions that they had made, not to every open source

project, but to Linux.  And no protocol ever trumped that

obligation.

           Now, with respect to the February 4th hearing,

we've acknowledged the focus of that hearing was on the issues

of public versus nonpublic code and executive files.  We do

not believe this was an issue.  The Court's order, however,

went beyond that.  We believe, I mean, the Court will know

what it meant by its order.  We're only dealing with the plain

language of that order.  And the plain language of that order

is broader than simply the executives.  That includes

materials from the executives but not limited.  And to the

extent the Court is telling IBM that information may be

included which shows the misuse of source code by IBM and its

contributions to Linux, what's more clearly is at the center

of that the people at the Linus Technology Center itself.

Maybe IBM right now its reasonable argument if it needed to

search people throughout the company outside the Linus

Technology Center, but how can they make the argument with

respect to the people inside of the Linus Technology Center

whose job is to come up with those contributions and when

we're talking about the actual contributions that they made

from that center to the public?

           And then there's the issue of the January 18th

order that deals with AIX and Dynix.  We have heard no        
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explanation as to how IBM could reasonably believe that the

Court could find relevant and require the production of AIX

and Dynix programmer's notes, source, drafts, work papers and

the like, but that that is not included with respect to Linux

itself.

           THE COURT:  Because hasn't Mr. McBride argued

throughout that it related to AIX and Dynix?  He did not

broaden the argument.

           MR. SINGER:  Your Honor, our argument -- accepting

that Mr. McBride did not broaden that argument, we submit that

they -- given the fact that they knew they had said they

reviewed the Linus Technology Center and produced related

documents and knowing that if the Court says this range of

documents at AIX and Dynix is relevant, how could -- we submit

that IBM could not reasonably believe that the Linux was not

included.

           But we did raise that before the Court in

opposition to the motion for reconsideration this spring.  And

IBM at that point only talked about the nonpublic versus

public issue.  The Court's order at that time says, all,

nonpublic Linux contribution information.  Again, we're

dealing just with the language of that.  To us, "all" means

all, and the information means any code itself, especially

when the code they say has all publicly been contributed.

           The Court also noted below that the production is  
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to be specific in nature including any code contributed that

is otherwise not publicly known.

           Your Honor, the Court will know what it intended,

and we can go by these orders.  The argument we submit is that

this was within the scope of what was agreed to be produced as

reflected in the objections to the Seventh request where IBM

said, what you're asking for now is included in the scope of

Request 35.  They can't have it both ways.  They can't say,

you didn't request this, it's not related to Linux

contribution; and then say, we are duplicating an earlier

request.

           So in our view, Your Honor, the Court should either

find that this information was called for or should clearly

find it's relevant.  There's no serious argument that it's not

relevant.  It goes to the very core of what these programmers

are doing.  We should not be required to depose a programmer

about his contribution -- his or her contributions to Linux

without having the file from that programmer which shows the

notes, the e-mails, the work plans used to create that

contribution.

           With respect to the burden, we do not believe that

300 people at the core of the project, 50 of whom apparently

have already gathered some undefined set of material from

Linux is unreasonable for IBM to be ordered to provide.  That

is at the very core of this case.                             
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           Now, with respect to material that has been

produced, Judge Kimball ordered us by October 24th to provide

our interim disclosures of the technology and supplement that

with the final disclosure in December.  We are working on that

and.  We intend to fully comply with the order, which is the

current order we understand we are operating under with

respect to those mentioned by identification.

           THE COURT:  Does that encompass interrogatory

Number 13?

           MR. SINGER:  It would encompass supplementing

interrogatories to SCO which have asked for information

relating to the nature of what we believe has been

misappropriated.  I don't have 13 in front of me, Your Honor,

if that's such the interrogatory that would include that.

           Thank you, Your Honor.

           THE COURT:  Thank you.

           MR. MARRIOTT:  May I make a suggestion, Your Honor,

without any further argument?  Again -- well, with further

argument.  We really do believe these materials are

irrelevant.  As I said, we've produced files from the

documents of 216, and a significant number of them are Linux

distributors.  What I heard Mr. Singer saying is what he

really wants is to have the documents for the developers he's

going to depose.

           We are agreeable, Your Honor, if SCO wants to give 
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us a list of the 20 developers that they think they've got to

depose and they want to give us a fair opportunity to meet

with these people and to collect the documents and if we could

put this to rest, we will go to -- they choose the people,

because I don't want them to complain that we chose the wrong

people later on, they know who the people are.  They know who

they want to depose.  They told the Court recently in an order

they had a pretty good sense of what they were going to do by

way of deposition.  We will go to the files of those 20

people, and to the extent documents are there that haven't

been produced from whomever they select, we will provide them.

           Thank you, Your Honor.

           THE COURT:  Thank you.  Counsel, I'm ready to rule

with regard to this in general terms.

           The Court finds that based upon what's before me,

the memorandums, the review of the transcripts, the

affidavits, the correspondence, I find from that as well as

from the argument of counsel that IBM did not agree as argued

by SCO to provide the information related to Linux.

           Further, I find that the issue of discovery as SCO

now argues should be included in the order as it relates to

Linux was not raised before the Court.  It was not understood

by the Court as part of the request.  It was not contemplated

in the orders that have been prepared by the Court.  And IBM

has appropriately interpreted the Court's orders.  And that I 
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find specifically that SCO's interpretation of the orders

takes out of context the Court's what I believe to be clear

meaning.

           And I also find that Mr. Shaugnessy's affidavits

are sufficiently in compliance with the requirements of the

Court to explain those efforts made and those documents not

produced.

           So I find that IBM has, in fact, complied with the

orders of the Court, and I would deny except as has been now

acknowledged will be provided SCO's motion to compel.

           I also want to address this issue with regard to

SCO's compliance with -- it is Interrogatory Number 13, isn't

it, about the source code?  Now, that's why I asked you the

question, Mr. Singer, why has that not been complied with?

           MR. SINGER:  Your Honor, we understand the Court's

order that set forth the two specific dates, one interim and

one final, to be dates by which we are to supply specific

information about what technology has been misappropriated and

to update the responses to interrogatories, and we fully

intend to do so by those dates.  We are working on that.  We

have not reached a final determination here, but we believe

that the order gives us until October 24th to comply with that

request.

           THE COURT:  Any comment on that, Mr. Marriott?

           MR. MARRIOTT:  No, Your Honor.                     
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           THE COURT:  All right.  Then that will be required.

           All right.  We have the other matter that relates

to the depositions that we need to address.

           MR. SINGER:  May I approach?

           THE COURT:  Certainly.

           MR. SINGER:  Your Honor --

           THE COURT:  I'm reminded by Mr. Willey that there's

been discussion about the dismissal of the patent claims and

that that may affect this question of depositions.  So if you

would address that, please.

           MR. SINGER:  I will, Your Honor.

           Your Honor, this is our motion seeking an

additional 25 depositions beyond the existing 40 that both

parties have in the existing order.

           As of the present time, SCO has taken 18

depositions and has noticed 14 additional depositions, which

when completed would bring that to 32 of the 40.  IBM for its

part has currently taken 16 depositions and has noticed 17

additional depositions be taken, which would bring that to 33.

           We are raising this motion now rather than waiting

until the 40 depositions are exhausted because it's necessary

to plan our discovery schedule with that in mind what that

total will be.  This is a complex case with many issues, and

even with IBM's dropping of patent claims that could have been

dropped a long time ago before a lot of work was done because 
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clearly their reason for dropping it as they say SCO didn't

have many sales there is the information that they would have.

But be that as it may, they decided this week to withdraw

these claims.

           Your Honor, that does not eliminate the need for

additional depositions.  The chart that I've given you that

lists in five columns different individuals is taken from

IBM's response to an interrogatory where they sought to

identify those witnesses as having knowledge of various

subjects.  This list I believe which we've reproduced here

excludes individuals that have already been deposed, and it

shows that IBM's own response to interrogatories, there's

about 80 names on this list, there are numerous individuals,

go well beyond the 40 that IBM itself has identified as having

material information on these topics.

           The patent claims amounts to about nine of that

list of 80.  There are many issues in this case beyond patent

claims.  And while that reduces the need somewhat, it does not

really get to the core of the fact that every issue has been

contested by IBM.  They have produced declarations from

individuals going back to the source code, licenses, when they

were entered into in 1985.  We have taken depositions of those

declarants.  There's issues regarding copyright ownership that

involves people not only at IBM but people at Novell.  There

are issues regarding the Linux development, the AIX           
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development.  In a case of this scope, a request for 65

depositions we submit is not unreasonable.  This is not a case

where IBM has just taken 10 depositions and they said, how can

we need more than 40?  They will be at 33, and we will be at

32 after we complete just the depositions that are currently

noticed.

           In addition to this information, Your Honor, we

have produced two other lists here which is work taken from

discovery the Courts previously have ordered as well as other

work to try to identify individuals who are programmers who

have made contributions to Linux and at the same time

previously worked on Dynix and have knowledge of a derivative

product which is within the scope of our protected technology.

That list of 16 identifies individuals, which while there's

some overlap on these lists, but for the most part goes beyond

it.

           Then there were other individuals which are listed

in the list of 20 which are individuals who have experience in

AIX or more generally in Dynix and who have made Linux

contributions of particular types of this in the third column.

           We think the initial motion gives a particular

sufficient basis for why we need more depositions, and it

certainly if that did not in supplemental information shows

why it would be appropriate for the Court to expand to 60 or

65 the number of depositions which party should take.         
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           We are not asking for any modification of the

discovery deadlines.  There are numerous lawyers involved on

both sides of this case, and we have months remaining within

those deadlines to take this discovery.  It can be done within

the existing scope of discovery provided by the current

schedule.

           IBM in its response, Your Honor, says that if we

get additional depositions, then for every additional

deposition we get they should be allowed a second day to take

a deposition of one of SCO's witnesses.  And we don't see how

that at all follows.  If they needed more time to depose one

of our witnesses beyond the seven hours provided, and the

current order says each side can designate two witnesses that

can be deposed for two days, but if they needed more time than

seven hours, they should ask for it on its own right.  If they

don't need it, the mere fact that we need to depose more than

40 witnesses does not give them the right to take a longer

deposition than they need of our witnesses.  Those two are not

going to follow, and we assume that IBM doesn't intend to

simply harrass our witnesses by deposing them for two days if

one day would suffice.  If they need two days, they should

make that request on it own basis.

           But, Your Honor, we do need these additional

depositions.  Even with the witnesses that are currently

listed, we are at 32 out of 40.  There are many other         
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witnesses who have material knowledge of this, and we suggest

it is an appropriate modification of the order.

           THE COURT:  Thank you, Mr. Singer.

           MR. MARRIOTT:  Thank you, Your Honor.  I will be

brief.  The rules -- I will really try to be brief.

           The rules presumptively, Your Honor, give the

parties each 10 depositions.  We agreed early in the case this

is a case in which more will probably be required.  We came to

the agreement of 40.  And from our perspective, there is no

reason why 40 shouldn't suffice.  In earlier papers before the

Court, SCO told Judge Kimball that on the patent side of the

case it requires as much as 65 depositions on patent issues.

In its moving papers here, Your Honor, SCO suggests this

morning it's now nine witnesses.

           And as of yesterday, Your Honor, IBM for reasons

set out in the paper -- in our opposition papers withdrew IBM

patent claims.  With the patent claims gone, Your Honor, it's

hard to see a need for any more depositions.  Indeed, arguably

less depositions are required.  We aren't proposing to the

Court to lower the limit of depositions.  There seems to be no

additional basis for that.  That showing hasn't been made

here.  There is no reason for us to have any more than 40 in

this case.  That is an extraordinary number, four times the

presumptive limit.

           As to the idea, Your Honor, that the number of     
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depositions that are proposed can be conducted on the current

schedule, I think that's simply at odds with the party's

experience in the case.  By our count, SCO has taken 16

depositions of its allotted 40, not 18.  Over the course of

the case, Your Honor, the parties have taken on average a

deposition a month.  In the busiest of months, there were 10

depositions.  Under the SCO proposal, as we say in our

opposition papers, it would be necessary to have 25

depositions a month in the four months that remain.  And

that's assuming that IBM reserves 10 for defensive discovery

and SCO reserves five for defensive discovery.  So the notion

I think as a practical matter that a request for 65

depositions a side for a total of 130 depositions when the

rules presumptively allow 20, I think it's unrealistic to

think that's not going to have a negative impact on the

schedule in the case.

           SCO has suggested in the piece of paper provided,

Your Honor, that there are 20 persons who are, it seems

apparent, important to their presentation.  He proposes to

depose those 20 and it's perhaps from these 20 that would

extend -- the documents haven't been provided, ask to be

provided in discovery.  But I don't believe there is any need

for additional depositions.

           We do propose in our suggestion that if the Court

is inclined to give anything, in fairness IBM should be       
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allowed additional days with existing SCO witnesses rather

than just additional deposition.  That's not why we're trying

to have extra -- things in an uneven way, but rather because

as SCO says in its papers, there are a lot more IBM people to

depose than SCO people.  There are fewer SCO people who have

more information which will take longer to develop.  And for

that reason, we request the motion be denied.  Thank you.

           MR. SINGER:  Very briefly, Your Honor.  The 40

depositions per side figures were arrived at before any

counterclaims were asserted by IBM.  They asserted at least

10.  The withdrawal of three patent counterclaims does not

deal with the fact that they've asserted additional

counterclaims dealing with copyright and other things which

expanded beyond the original 40.  We believe we've made a

specific showing, and the material will be provided as to why

we need additional depositions.

           The fact that a lot of depositions haven't been

taken in the front end reflects the normal course of

litigation if you're wanting to review the documents before

you take the depositions.  And most of those documents are

documents that have been produced within the last several

months.  There is no reason why the Court should not extend

the number of depositions since we are not extending the time

in which the depositions should be complete.

           THE COURT:  I am going to increase the number of   
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allowable depositions by 10 as to each side with this

requirement, that they are to be completed within the alotted

cut-off day.  To the extent that they cannot be, they must be

foregone because we will not entertain any motion for an

extension of time to complete depositions.

           Additionally, Mr. Marriott, I'm going to deny your

request for additional time with them and hold both sides to

the seven-hour requirement.

           All right.  Now, is there anything further of a

substantive nature that we need to address?

           MR. MARRIOTT:  None here, Your Honor.

           MR. SINGER:  None here, Your Honor.

           THE COURT:  All right.  I think we need to talk

about the dates.

           Mr. Marriott, with regard to the -- or

Mr. Shaugnessy, whoever's going to deal with this, with regard

to the 20 developers whose information you're going to

provide, how much time do you reasonably need to provide that?

           MR. MARRIOTT:  I think if we had 60 days, Your

Honor, we could do that.  And if it is the people who are on

the list that we already have, it would be useful to know that

now because we could begin immediately on that.

           MR. SINGER:  Well, we'll need to look at the list

and see which 20, since that's the number which is provided,

the ones that are most significant.                           
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           THE COURT:  What is the cut-off date for

depositions?

           MR. SINGER:  Currently it is January 27th of 2006.

I should say, there are two dates.  There's January 27th,

2006, for general fact discovery; there's an additional period

that runs to I believe March 17th for discovery relating to

each party's defenses.  I think it's a little unclear to us,

Judge, what is encompassed and limiting to that period between

January 27th and March 17th.

           THE COURT:  All right.  I'm going to just require

you to set your depositions for the people that may be

affected by this information before the cut-off deadline but

after IBM has been required to comply.  And it will be 60 days

from today.

           MR. MARRIOTT:  If we can do it faster, Your Honor,

we will.  I just want to make sure we don't promise a date we

can't deliver.

           THE COURT:  Now, additionally with regard to the

requirement that SCO renew the motion that is still pending,

let's set a date for that in December.  And I'd say the second

week of December.  Is there any conflict there?

           MR. SINGER:  None here.

           MR. SHAUGHNESSY:  I don't think so, Your Honor.

           THE COURT:  Ms. Pehrson?

           (Discussion held off the record.)                  
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           THE COURT:  We'll hear any outstanding motions,

then, including -- does IBM have a motion to compel that's

outstanding?

           MR. MARRIOTT:  We do, Your Honor.  We have the

privilege of --

           THE COURT:  We'll hear that, as well.

           MR. NORMAND:  Your Honor, Ed Normand for SCO.

           Is it possible to do it later than the second week

in December?

    (Discussion held off the record amongst court personnel.)

           THE COURT:  I'm reminded that I'm on the criminal

rotation calendar the week of the 5th and the following week.

So we're going to need to set it the week of the 19th.

Obviously people have plans around there.  So let's set it

either on the 19th or 20th.  Is that a problem?

           MR. SINGER:  No, Your Honor.

           MR. SHAUGHNESSY:  That's fine.

           THE COURT:  How about the 20th, then?  Tuesday, the

20th, at 10 o'clock?

           MR. NORMAND:  That's fine, Your Honor.

           MR. SINGER:  That's fine.

           THE COURT:  All right.  We're going to verify that.

We can access our calendar here.

           MR. SINGER:  Your Honor, may I raise one additional

issue with respect to --                                      
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           THE COURT:  Just a second.  Does it relate to --

           MR. SINGER:  It relates to the point before this,

not the setting of the dates.

           (Time lapse.)

           THE CLERK:  That hearing will be set for

December 20th at 10:00 a.m.

           And that will be in what courtroom?

           THE COURT:  Our courtroom is just so small it's

hard to accommodate counsel, much less all of this.  So we'll

leave a note upstairs.  We'll make certain you know which

courtroom.  We may possibly use this courtroom or

Judge Campbell's courtroom.

           Mr. Singer?

           MR. SINGER:  Your Honor, there's one issue as we

think about the interaction of these different dates.  If we

produce, just immediately produce the list of 20 developers

and they produce development information and that takes 60

days for IBM to produce, we're already somewhere deep probably

into December.  That both leaves until January 27th, a limited

period of time for those depositions, and we also have the

interim order -- or not the interim order, but the final date

for disclosure of technology that is in December.  We would

request that IBM seek to produce this information on a rolling

basis so that we can set some of these depositions earlier,

and that perhaps that would not require a full 60 days for    
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complete production.

           MR. MARRIOTT:  We're happy to try to do that, Your

Honor.

           THE COURT:  All right.  We'll include that,

Mr. Singer, in the order.

           Counsel, may I see one counsel from each side at

the bench for just a moment, please, or two?  It doesn't

matter.

           (Discussion held off the record at the bench.)

           THE COURT:  At the bench, I've asked counsel for

IBM to prepare the order in this matter, or these matters, and

that proposed order will be reviewed as to form by SCO and

presented to me probably on Wednesday or no later than

Wednesday of next week for signature.

           All right.  Is there anything else we need to

address with regard to any matters this morning?

           MR. MARRIOTT:  None here, Your Honor.

           THE COURT:  All right.

           MR. SINGER:  No, Your Honor.

           THE COURT:  All right.  Thank you.  We'll be in

recess.

      (Whereupon, the court proceedings were concluded.)

                        *  *  *  *  *



                                                              
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STATE OF UTAH        )

                     ) ss.

COUNTY OF SALT LAKE  )

           I, KELLY BROWN HICKEN, do hereby certify that I am

a certified court reporter for the State of Utah;

           That as such reporter, I attended the hearing of

the foregoing matter on October 7, 2005, and thereat reported

in Stenotype all of the testimony and proceedings had, and

caused said notes to be transcribed into typewriting; and the

foregoing pages number from 3 through 70 constitute a full,

true and correct report of the same.

           That I am not of kin to any of the parties and have

no interest in the outcome of the matter;

           And hereby set my hand and seal, this ____ day of

_________ 2005.









                  ______________________________________
                        KELLY BROWN HICKEN, CSR, RPR, RMR








                                                              
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