I know this has been discussed before. Threads on this subject get very long and unpleasant, and I don't feel like wading through them to get answers to what are very simple questions. I'd like to know if my recollection is correct.

The situation between Hyperion and Amiga, Inc. is really very simple. Amiga, Inc. or what was Amiga, Inc. at the time, contracted to pay Hyperion $25,000 to complete OS4. This is about enough to pay one programmer for half a year. OS4 proved to be more difficult than expected. Determined to complete OS4 at any cost, Hyperion made the unwise decision to devote many programmers and many years without negotiating a new contract. I don't understand what Hyperion expected to get out of it beyond the $25,000 originally agreed to. It isn't unusual for a company to spend too much time on a project. This seems to be a case where a company makes a bad decision and then must absorb the losses and move on. It seems like Hyperion is trying to get ownership of OS4, but they don't seem to have any claim to it.

Like everyone I sympathize with Hyperion. They endured years of labor and their efforts were truly Herculean. OS4 is a great operating system. I'd like to see them compensated for their work. But then there are the cold, hard facts of the original contract. Are there any simple answers to what is basicly a simple problem?

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@thinkchip

Yes, first all parties must get out of a position where they are violating the laws of the country or the world for that matter.

So no stealing.
No lying.

These basic steps will allow them to exit their roting decayed state. Money will then appear to be a minor formality as the gates of heaving open up to them again. Like to collections at mass, people will contribute from the highest of high. Hence compensation will be forthcoming as they forthcome first.

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@thinkchip

The 25k is a side issue.
Hyperion were to make there money back though sales of OS4 to licensed hardware.

25k gives A Inc the source code at the end of the day if they so choose. I don't think it takes away Hyperion's sole distributor rights.

Is it just a coincidence that this topic appears on the front page as

'Questions about Amiga, Inc, Hyperion, and the original con...' ?

All parties should be entitled to maintain reseller / distribution rights as per original lawful agreement.

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@thinkchip

Like "everyone" you sympathise with Hyperion??

I DON'T sympathise with Hyperion. Does that mean I'm not part of "everyone"?

@thinkchip

I'd let Hyperion sell OS4 for classics royaltyfree and keep any and all money received so far and get 25k (index adjusted). Then Amiga could have the OS and pay off the remaining 3rd party developers as they said they would honour.

But i dont think any side would go with that, too deep in the mess to see things clearly enough.

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@Step

Quote:

I'd let Hyperion sell OS4 for classics royaltyfree and keep any and all money received so far and get 25k (index adjusted). Then Amiga could have the OS and pay off the remaining 3rd party developers as they said they would hono

I think that is a good idea. And I think that a settlement something like that is what will happen in then end. I don't think hyperion or Amiga Inc are fully in the right over this. I don't think either are entitled to all revenues from OS4. But I don't think classic sales alone would be enough to cover hyperion costs (even after you take money not payed to third parties out of it). I think letting them have the Acube deal and hand over the rest might be OK.

hello,

Ainc want to give millions to hyperion (said Ainc and Bill).

Hyperion don't want millions, why ???

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Hyperion are not moneygreed. They want what they have.... to control OS4. Just like the rest of us... We now what is good and thats os4.

@Mrodfr

From what I understand, Hyperion had trouble trying to get the money from Amiga Inc for the AMI 3D stuff they did back in the days the DE.

They probably didn't take the offer because they just don't trust Amiga Inc anymore.

Some of the important parts:

2.01 Appointment. Amiga hereby grants the Amiga One Partners a right and license to use and modify the Software and an exclusive right and license to market and distribute OS 4 as a standalone version for the Target hardware and as an OEM version shipped with the Amiga One. Amiga furthermore grants the Amiga One Partners a right and license to use the Amiga trademarks in conjunction with the Amiga One. Hyperion shall develop Amiga OS 4.0 for the Target Hardware with the minimal feature-set set out in Annex I and pursuant to the development guidelines set out in Annex I. Amiga acknowledges and accepts that Hyperion will bring in third party contractors (Annes II) to fulfill its contractual obligations.

2.06 Ownership. Amiga shall retain ownership of the Software. Other than the rights and licenses granted to the AmigaOne Partners and Hyperion and Eyetech individually, nothing in this Agreement shall be construed as limiting Amiga’s right and title in the Software. At any time prior to the completion of OS 4.0 and no later than six (6) months thereafter and provided Amiga makes the payment pursuant to article 3.01 hereof, Hyperion shall transfer all Source Code, interest and title in OS 4.0 to Amiga to the extent it can do so under the agreements concluded with third party contractors. Hyperion shall use best efforts to secure the widest possible rights from third party contractors. Amiga hereby acknowledges and accepts that some third parties may only grant an Object Code license or may otherwise restrict the rights granted to Hyperion.

2.07 Bankruptcy. In the event Amiga files for bankruptcy or becomes insolvent, the Amiga One Partners are granted an exclusive, perpetual, world-wide and royalty free right and license to develop (at their sole expense), use, modify and market the Software and OS 4 under the “Amiga OS” trademark.

3.01 Amiga may, at any time but no later than six (6) months after the completion of OS 4.0, elect to pay Hyperion Twenty Five Thousand USD (25,000 USD) in order to acquire the Object Code, Source Code and intellectual property of OS 4.0 pursuant to and within the limits set out in article 2.06 hereof. Said payment will first be applied against the balance of any outstanding invoices by the AmigaOne Partners vis a vis Amiga. In the event Amiga does not elect to carry out the aforementioned payment, all ownership and title in the enhancements of and additions to the Software effected by Hyperion and its subcontractors pursuant to this Agreement, shall rest with Hyperion.

Of note in regard to 2.07: Hyperion has filed a copy of the referenced sworn statement by Mr. McEwen, taken at his August 7, 2003 deposition in a different case, Thendic Electronics v. Amiga, C03-03RSL. In response to the question as to whether Amiga was on that day “financially solvent”, Mr. McEwen responded “No”.

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@SAY.NO.TO.LIES

So in addition to the $25,000, they can also sell it as a stand-alone product for "targeted" computers and bundle it with the AmigaOne (which is no longer being produced). They can't sell it at this point because there are no "target" computers. That doesn't sound too complicated. Am I missing something? The current dispute is over a clause that says Hyperion would become the owner of OS4 if Amiga Inc goes bankrupt. Hyperion says AmigaInc went bankrupt already, so they own it. Amiga Inc says they didn't. The issue is complicated by changes in ownership of AmigaInc. Am I being too simplistic? I think they need to get all the apples (pieces of Amiga) in one basket! Doesn't Gateway own the rights to the custom chips? But those aren't necessary any more. I think I'm getting confused.

Last edited by thinkchip on 07-Oct-2007 at 02:33 AM.

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@thinkchip

The amiga Inc insolvent thing is part of Hyperion's defence.

The law suit it self is about Amiga Inc terminating the contract and Hyperion not handing over the OS. Amiga Inc's main reasons for terminating is Hyperion dealing with non-amigaOne partners and the timeline clause.

"2.02 Timeline. Hyperion shall use best efforts to ensure that OS4.0 is ready for release before March 1, 2002."

Without the contact Hyperion can't recover its costs, so is its no surprise they are not willing to hand the OS over. Its also no surprise that Hyperion went to non-amigaOne hardware vendors as there was no "target" hardware to sell the OS to.

Last edited by Bit7 on 07-Oct-2007 at 03:21 AM.

@thinkchip

Hear you about the long, winding threads!

In my mind, Hyperion is going after ownership of OS4 based on one main point: Amiga Inc. became insolvent during the contract effective period and this event makes Hyperion the owner. I know it's more complicated then that but this seems like the crux of Hyperion's logic it to me.

And it seems to me, going after ownership has been their intention for a long time. Otherwise, their actions and decisions don't make much sense to me. I mean, why clearly deviate from a contract and avoid arbitration - unless you are sure you aren't bound to it anymore? Especially with the stakes so high and you don't own the technology you're building. It's just too big a risk to take and not startup some dialog or arbitration long ago, to deal directly with the issues.

Seems to be, Hyperion didn't even try (in fact, avoided) talking or clarifying ownership or contract terms amist all these changes in circumstance. And I'm like you.. how can they justify that if not the above rationale?

Last edited by jingof on 07-Oct-2007 at 07:47 AM.
Last edited by jingof on 07-Oct-2007 at 07:45 AM.

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Amino(I still can't bring myself to call them that hallowed name beginning with A) wanted to pay that $25,000 for the source code in order to get an equal footing with Hyperion to compete with Hyperion in sales of the OS. This was the most stupid move in their history of stupid moves, because it is expecting a competitor to play fair.

Another part of the contract, if I understood correctly, stipulates that Hyperion is only allowed to sell versions independently of Amino for classics, and for the Amiga One computer which the Amiga Partners(Eyetech and Hyperion) never got to the general consumer market(I think Bill considers the A1s released are not the final Amiga Ones but dev and pre-release boards). Why Hyperion can't twist Alan Redhouse's(Eyetech) arm to rename SAM as an Amige One, to fulfill the contract, I do not know.

We all want the devs to be paid, but I don't think that is the issue. I don't think their payment is in doubt. You do realise that the only legitimate employee of Hyperion is Evert Carton the Managing Director. Why KMOS can't just pay him off, aquire the developer's contract's and deal with the developers directly, I do not know. So I don't get why, this one person, Evert, is turning down definite millions(assuming the offer is true) and risking it all on the remote hope that he could aquire the right and title to the OS through some legal technicality. He could easily end up with nothing or being sued into oblivion.

There is nothing in the contract preventing OS4 from being released for classic right now. I am not buying the "when it's done" mantra any more. Of course it's done, so what are they waiting for? They can legally do it can't they, as the injunction didn't pass. Maybe they want to come out with a bang on powerful hardware, but the longer we stay in this holding position the harder it will get. Something is better than nothing and it will allow devs who do not own an A1 to work on software for the non classic release, which is the release that really counts!!! I would have thought that any release of OS4 would be in both Hyperion's and KMOS's interests.

But then, we are told so little and IANAL so I could quite easily have it all wrong too.

Ok. Going back to my happy place now.

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@BigBentheAussie
Quote:

Another part of the contract, if I understood correctly, stipulates that Hyperion is only allowed to sell versions independently of Amino for classics, and for the Amiga One computer which the Amiga Partners(Eyetech and Hyperion) never got to the general consumer market(I think Bill considers the A1s released are not the final Amiga Ones but dev and pre-release boards). Why Hyperion can't twist Alan Redhouse's(Eyetech) arm to rename SAM as an Amige One, to fulfill the contract, I do not know.

From the way I understand it renaming sam to Amiga one would not work as the Amiga one in the contract was a specific specification and not just a name, this means that even the micro A1's are a breach to the contract. I think if I remember correctly that this is another thing Amiga Inc are using in there case.

@BigBentheAussie

Quote:

Another part of the contract, if I understood correctly, stipulates that Hyperion is only allowed to sell versions independently of Amino for classics, and for the Amiga One computer which the Amiga Partners

I have just quickly gone over the contract again and I can't see anywhere that directly allows Hyperion to target classic.

Form the contract:
Quote:

"Target-Hardware" means the PPC based hardware developed and marketed for the Amiga platform including but not limited to the hardware developed and marketed by Phase 5, DCE and the AmigaOne hardware developed by Escena under contract with the Amiga One Partners.

Edit: Thinking about this more Phase 5 and DCE both produced PPC hardware for Classic Amiga. So I guess that is counted.

Quote:

There is nothing in the contract preventing OS4 from being released for classic right now.

Even if the contract allowed it. Amiga Inc have called the contract cancelled. Thus preventing Hyperion from selling it even to even "target hardware".

Last edited by Bit7 on 07-Oct-2007 at 11:28 AM.

@thinkchip

Quote:

thinkchip wrote: @SAY.NO.TO.LIES So in addition to the $25,000, they can also sell it as a stand-alone product for "targeted" computers and bundle it with the AmigaOne (which is no longer being produced). They can't sell it at this point because there are no "target" computers. That doesn't sound too complicated. Am I missing something? The current dispute is over a clause that says Hyperion would become the owner of OS4 if Amiga Inc goes bankrupt. Hyperion says AmigaInc went bankrupt already, so they own it. Amiga Inc says they didn't. The issue is complicated by changes in ownership of AmigaInc. Am I being too simplistic? I think they need to get all the apples (pieces of Amiga) in one basket! Doesn't Gateway own the rights to the custom chips? But those aren't necessary any more. I think I'm getting confused.

The lawsuit is basically a collection of nit-picking "violations" of the agreement, because they couldn't come to a mutually acceptable agreement. It's not the bankrupt clause. Amiga Inc. accused Hyperion of taking too long to develop the OS, not handing over the source code after being paid $25k, not using best efforts to get source-code licenses for all sub-components, and a whole heap of other things. Hyperion has responded by accusing Amiga Inc. of similar nit-picking violations.

Amiga Inc. was supposed to ensure that there were "target" computers, although by the definition in the contract, it could be argued that the SAM board is "target" hardware.

Meanwhile everyone else is unable to buy the OS with hardware.

Hans

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@Hans
Quote:

Amiga Inc. was supposed to ensure that there were "target" computers, although by the definition in the contract, it could be argued that the SAM board is "target" hardware.

Why do you state that Amiga Inc. was supposed to ensure "target" computers? What is Eyetech for?

And what definition are you refering to?