CPTN Holdings LLC

CPTN Holdings LLC, is a "Microsoft organised" consortium of Microsoft, Apple, EMC, and Oracle.

Novell's 8-K filing about the purchase says:

[...] a Delaware limited liability company and a consortium of technology companies organized by Microsoft Corp.
[...]
Novell will sell to CPTN all of Novell’s right, title and interest in 882 patents (the “Assigned Patents”) for $450 million in cash (the “Patent Sale”).

Novell was a major contributor to Open Invention Network (OIN), so the purchase of their patents by Microsoft raises important questions for the software developers benefiting from OIN's protection. Can you help? What was the effect?

CPTN attracted attention for the first time when it was mentioned in a joint Novell-Microsoft press release in November 2010. Nothing seems to be known of CPTN from before 21 November 2010, indicating it was set up for the Novell buyout.

What Novell patents did they buy?

(See also: Novell#What patents does Novell own?)

During the sale of Novell in November 2010, CPTN acquired "certain intellectual property assets" of Novell. The value was US$450 million and this was important enough to be mentioned in the first paragraph of the press release. As of 22 November 2010, Microsoft is declining to answer journalists who ask for further details.

One possibility is that Microsoft (through CPTN) has acquired patents which Novell had pledged to Open Invention Network.

For the software that Novell distributed, such as Mono, the main patent worries were related to the patent which Microsoft held, so this sale might not cause any new problems for Mono.

Little else is known about CPTN

Web searches reveal nothing about CPTN prior to 22 November 2010.

The two mentions of CPTN in the Novell-MS press release are:

Novell also announced it has entered into a definitive agreement for the concurrent sale of certain intellectual property assets to CPTN Holdings LLC, a consortium of technology companies organized by Microsoft Corporation, for $450 million in cash, which cash payment [...]

and

Attachmate Corporation's acquisition of Novell is subject to customary closing conditions, including regulatory approvals and clearance under the Hart-Scott-Rodino Act, and is also conditioned upon the closing of the proposed sale of certain intellectual property assets to CPTN Holdings LLC. In addition, the transaction is subject to approval by Novell's stockholders. The sale of the intellectual property assets to the consortium [ed:CPTN] is subject to customary closing conditions, including regulatory approvals and clearance under the Hart-Scott-Rodino Act, and is also conditioned upon the closing of the merger with Attachmate Corporation. Novell currently expects these transactions to close in the first quarter of 2011.

German and US approval in April 2011

Germany's Federal Cartel Office approved the deal in April 2010.

And by the US Dept. of Justice on 20 April 2012:

WASHINGTON – The Department of Justice announced today that in order to proceed with the first phase of their acquisition of certain patents and patent applications from Novell Inc., CPTN Holdings LLC and its owners have altered their original agreements to address the department’s antitrust concerns. The department said that, as originally proposed, the deal would jeopardize the ability of open source software, such as Linux, to continue to innovate and compete in the development and distribution of server, desktop, and mobile operating systems, middleware, and virtualization products. Although the department will allow the transaction to proceed, it will continue investigating the distribution of the Novell patents to the CPTN owners.

Related pages on ESP Wiki

• .NET, C-sharp, and Mono
• Novell#What_patents_does_Novell_own?
• Equitable defences: estoppel and laches
• Patent promises
• Patent troll
• Rockstar Consortium and the Nortel patents - a similar situation

External links

• Novell's 8K filing about the November 2010 buy-out, sec.gov
• Novell's press release for being bought out by Attachmate and CPTN, 22 Nov 2010
• What's Microsoft's role in the Novell-Attachmate deal?, 22 Nov 2010, ZDNet - summary: MS won't say
• Bundeskartellamt clears CPTN joint venture for acquisition of Novell patents, 20 Apr 2011, Federal Cartel Office (of Germany)
• CPTN Holdings LLC and Novell Inc. Change Deal in Order to Address Department of Justice's Open Source Concerns, 20 Apr 2012, US Dept. of Justice