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<P ALIGN="CENTER"><STRONG>SECURITIES AND EXCHANGE COMMISSION</STRONG></P>
<P ALIGN="CENTER"><STRONG>Washington, D.C. 20549</STRONG></P>
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT SIZE="-2"><STRONG></STRONG></FONT><FONT FACE="Times New Roman"><STRONG></STRONG></FONT>
<FONT SIZE="+1"><STRONG>SCHEDULE 13D</STRONG></FONT></P>
<P ALIGN="CENTER"><STRONG>(Rule 13d-101)</STRONG></P>
<P ALIGN="CENTER"><FONT SIZE="-2"><STRONG>INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT</STRONG></FONT></P>
<P ALIGN="CENTER"><FONT SIZE="-2"><STRONG>TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO</STRONG></FONT></P>
<P ALIGN="CENTER"><FONT SIZE="-2">RULE 13d-2(a)</FONT></P>
<P ALIGN="CENTER"><FONT SIZE="-2">(Amendment No. 1)*</FONT></P>
<P ALIGN="CENTER">INPRISE CORPORATION</P>
<P ALIGN="CENTER">(Name of Issuer)</P>
<P ALIGN="CENTER">Common Stock, par value $.01 per share</P>
<P ALIGN="CENTER">(Title of Class of Securities)</P>
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT SIZE="-2"></FONT>45766C102</P>
<P ALIGN="CENTER">(CUSIP Number)</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT SIZE="-2"></FONT>Michael C.J. Cowpland</P>
<P ALIGN="CENTER">Chief Executive Officer</P>
<P ALIGN="CENTER">Corel Corporation</P>
<P ALIGN="CENTER">1600 Carling Avenue</P>
<P ALIGN="CENTER">Ottawa, Ontario, Canada K1Z 8R7</P>
<P ALIGN="CENTER">Telephone: (613) 728-8200<FONT SIZE="-2"></FONT></P>
<P ALIGN="CENTER">(Name, Address and Telephone Number of Person Authorized</P>
<P ALIGN="CENTER">to Receive Notices and Communications)</P>
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT SIZE="-2"></FONT>May 15, 2000</P>
<P ALIGN="CENTER">(Date of Event Which Requires Filing of This Statement)</P>
<P><FONT SIZE="-2"> If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) of 13(d)-1(g), check the following box </FONT>
<FONT FACE="Marlett" SIZE="-2">1</FONT><FONT SIZE="-2">.</FONT></P>
<P><FONT SIZE="-2"> <EM>Note:</EM> Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. <EM>See</EM> Rule
13d-7(b) for other parties to whom copies are sent.</FONT></P>
<P><FONT SIZE="-2"> *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form
with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.</FONT></P>
<P><FONT SIZE="-2"> The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose
of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all
other provisions of the Act (however, <EM>see</EM> the<EM> Notes</EM>).</FONT></P>
<BR WP="BR1"><BR WP="BR2">
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD><STRONG>CUSIP No<FONT SIZE="-2">.</STRONG></FONT><FONT SIZE="-2"> </FONT><FONT SIZE="-1">21868Q109</FONT>
</TD>
<TD ALIGN="CENTER"><STRONG>13D</STRONG>
</TD>
<TD ALIGN="CENTER"><STRONG></STRONG><FONT SIZE="-1">Page 2 of 4 Pages</FONT></TD></TR></TABLE>
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<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT SIZE="-1"></FONT><FONT SIZE="-1"></FONT>1</TD>
<TD><FONT SIZE="-2">NAME OF REPORTING PERSON<BR>
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)<BR>
COREL CORPORATION (TAX ID # NOT APPLICABLE)</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">2</TD>
<TD><FONT SIZE="-2">CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) </FONT><FONT FACE="Marlett" SIZE="-2">1</FONT>
<FONT SIZE="-2"><BR>
(b) </FONT><FONT FACE="Marlett" SIZE="-2">1</FONT>
<FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">3</TD>
<TD><FONT SIZE="-2">SEC USE ONLY</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">4</TD>
<TD><FONT SIZE="-2">SOURCE <BR>
N/A</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">5</TD>
<TD><FONT SIZE="-2">CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS<BR>
REQUIRED PURSUANT TO ITEM 2(d) OR 20(e) </FONT>
<FONT FACE="Marlett" SIZE="-2">1</FONT><FONT SIZE="-2"><BR>
</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">6</TD>
<TD><FONT SIZE="-2">CITIZENSHIP OR PLACE OF ORGANIZATION<BR>
CANADA</FONT><FONT FACE="Times New Roman"></FONT></TD></TR></TABLE>
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD ROWSPAN="4" ALIGN="CENTER"><FONT SIZE="-2">NUMBER OF<BR>
SHARES<BR>
BENEFICIALLY<BR>
OWNED BY<BR>
EACH<BR>
REPORTING<BR>
PERSON<BR>
WITH</FONT>
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<TD ALIGN="CENTER">7</TD>
<TD><FONT SIZE="-2">SOLE VOTING POWER<BR>
- -0-</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"></TD>
<TD ALIGN="CENTER">8</TD>
<TD><FONT SIZE="-2">SHARED VOTING POWER<BR>
- -0-</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"></TD>
<TD ALIGN="CENTER">9</TD>
<TD><FONT SIZE="-2">SOLE DISPOSITIVE POWER<BR>
- -0-</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"></TD>
<TD ALIGN="CENTER">10</TD>
<TD><FONT SIZE="-2">SHARED DISPOSITIVE POWER<BR>
- -0-</FONT><FONT FACE="Times New Roman"></FONT></TD></TR></TABLE>
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER">11</TD>
<TD><FONT SIZE="-2">AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON<BR>
-0-</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">12</TD>
<TD><FONT SIZE="-2">CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
</FONT><FONT FACE="Marlett" SIZE="-2">1</FONT><FONT SIZE="-2"><BR>
</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">13</TD>
<TD><FONT SIZE="-2">PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)<BR>
- -0-</FONT><FONT FACE="Times New Roman"></FONT></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">14</TD>
<TD><FONT SIZE="-2">TYPE OF REPORTING PERSON<BR>
CO</FONT><FONT FACE="Times New Roman"></FONT></TD></TR></TABLE>
<BR WP="BR1"><BR WP="BR2">
<P> Corel Corporation, a Canadian corporation ("Corel"), hereby amends and supplements its
Statement on Schedule 13D, initially filed on February 18, 2000 (the "Schedule 13D"), with respect
to the common stock, par value $.01 per share (the "Shares"), of Inprise Corporation, a corporation
organized under the laws of Delaware ("Inprise"). Unless otherwise indicated herein, each
capitalized term used and not defined herein shall have the meaning assigned to such term in the
Schedule 13D. </P>
<P><STRONG>Item 4. Purpose of Transaction.</STRONG></P>
<P>On May 15, 2000, Inprise, Corel Corporation, a corporation organized under the laws of
Canada ("Corel"), and Carleton Acquisition Co., a Delaware corporation and a wholly owned
subsidiary of Corel ("Sub"), entered into a Termination Agreement and Release (the "Termination
Agreement"), pursuant to which the Merger Agreement (the "Merger Agreement"), dated as of
February 6, 2000, by and among Inprise, Corel and Sub, the Stock Option Agreement, dated as of
February 6, 2000, between Inprise and Corel, pursuant to which Corel granted to Inprise an option
to acquire up to 13,000,000 of the shares of common stock of Corel, and the Stock Option
Agreement, dated as of February 6, 2000, between Inprise and Corel, pursuant to which Inprise
granted to Corel an option to acquire up to 12,000,000 of the shares of common stock of Inprise
(both such Stock Option Agreements, the "Stock Option Agreements"), were terminated and
canceled. As a result of the Termination Agreement, the proposed merger between Inprise and Corel
was terminated and Inprise and Corel agreed to release each other from all liabilities arising from,
relating to or in connection with the Merger Agreement and the Stock Option Agreements. A copy
of the Termination Agreement is attached hereto as Exhibit 3 and is incorporated by reference herein.</P>
<P> On May 16, 2000, Inprise issued a press release announcing the termination of the Merger
Agreement and the Stock Option Agreements. A copy of the press release is attached hereto as
Exhibit 4 and is incorporated by reference herein.</P>
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<P><STRONG>Item 5. Interest in Securities of the Issuer.</STRONG></P>
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<P> As a result of the Termination Agreement, Corel no longer owns or may be deemed to own
beneficially any of the outstanding Shares.</P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.</STRONG></P>
<BR WP="BR1"><BR WP="BR2">
<P> The information set forth, or incorporated by reference, in Items 4 and 5 is incorporated by
reference herein.</P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Item 7. Material to be Filed as Exhibits.</STRONG></P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG> </STRONG>Exhibit Description</P>
<BR WP="BR1"><BR WP="BR2">
<P>3. Termination Agreement and Release, dated as of May 15, 2000, by and among Inprise
Corporation, Corel Corporation and Carleton Acquisition Co.</P>
<BR WP="BR1"><BR WP="BR2">
<P>4. Press Release issued by Corel Corporation on May 16, 2000.</P>
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><STRONG></STRONG><STRONG>SIGNATURE</STRONG></P>
<P><STRONG> </STRONG>After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.</P>
<BR WP="BR1"><BR WP="BR2">
<P>Dated: May 26, 2000</P>
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<P><STRONG>COREL CORPORATION</STRONG></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>By: <U>/s/ Michael C.J. Cowpland</U></P>
<P>Name: Michael C. J. Cowpland</P>
<P>Title: President and CEO</P>
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<p>EXHIBIT 3</p>
<P ALIGN="CENTER"><STRONG>TERMINATION AGREEMENT AND RELEASE</STRONG></P>
<P>This TERMINATION AGREEMENT AND RELEASE dated as of May 15, 2000 (this
"<U>Agreement</U>") is made and entered into by and among Corel Corporation, a corporation continued
under the laws of Canada ("<U>Corel</U>"), Carleton Acquisition Co., a Delaware corporation and a wholly
owned subsidiary of Corel ("<U>Sub</U>"), and Inprise Corporation, a Delaware corporation ("<U>Inprise</U>").
Corel, Sub and Inprise are collectively referred to herein as the "Parties" and each individually as
a "Party."</P>
<P>WHEREAS, the Parties entered into a Merger Agreement dated as of February 6, 2000 (the
"<U>Merger Agreement</U>"; all capitalized terms not otherwise defined herein shall have the meaning
ascribed to such terms in the Merger Agreement) pursuant to which, subject to the terms and
conditions stated therein, Sub was to merge with and into Inprise and Inprise was to continue as the
surviving corporation and a wholly-owned subsidiary of Corel;</P>
<P>WHEREAS, contemporaneously with execution of the Merger Agreement, Corel and Inprise
entered into (i) a Stock Option Agreement pursuant to which Corel granted to Inprise an option to
acquire up to 13,000,000 common shares of Corel and (ii) a Stock Option Agreement pursuant to
which Inprise granted to Corel an option to acquire up to 12,000,000 shares of Inprise common stock
(collectively, the "<U>Stock Option Agreements</U>");</P>
<P>WHEREAS, the Parties have determined to terminate each of the Merger Agreement and the
Stock Option Agreements as provided herein and release each other from all duties, rights, claims,
obligations and liabilities arising from, in connection with, or relating to, the Merger Agreement and
the Stock Option Agreements, all as provided herein;</P>
<P>WHEREAS, Corel and Inprise wish to continue in effect, and extend certain terms of, that
certain Confidentiality Agreement entered into by such Parties on January 11, 2000 (the
"<U>Confidentiality Agreement</U>");</P>
<P>NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in
this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:</P>
<P>Section 1. <U>Termination of Merger Agreement</U>., The Parties agree that, effective
immediately, (i) the Merger Agreement (including Sections 5.06 and 6.12 thereof) is hereby
terminated pursuant to Section 8.01(a) of the Merger Agreement, and (ii) the Stock Option
Agreements are hereby terminated, and none of such agreements will be of any further force or effect
as of the date hereof.</P>
<P>Section 2. <U>Release of Inprise by Corel and Sub</U>. Corel and Sub do hereby unequivocally
release and discharge Inprise and any of its officers, directors, agents, managers, employees,
representatives, legal and financial advisors, parents, subsidiaries, affiliates, principals or partners,
and any heirs, executors, administrators, successors or assigns of any said person or entity (the
"Inprise Releasees"), from any and all actions, causes of action, choses in action, cases, claims, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, injuries, harms, damages, judgments,
remedies, extents, executions, demands, liens and liabilities whatsoever, in law, equity or otherwise
(together, "Actions"), arising under, in connection with or relating to the Merger Agreement and the
Stock Option Agreements or the transactions contemplated thereby, or any action or failure to act
under the Merger Agreement, the Stock Option Agreements or in connection therewith, or in
connection with the events leading to the abandonment of the Merger and the termination of the
Merger Agreement and the Stock Option Agreements, which have been asserted against the Inprise
Releasees or which, whether currently known or unknown, Corel or Sub, or any successors or
assigns of any said entities, ever could have asserted or ever could assert, in any capacity, against
the Inprise Releasees, relating to any claims, or any transactions and occurrences from any time in
connection with the foregoing; <U>provided</U>, <U>however</U>, the Inprise Releasees are not released from any
Actions which may arise (i) under this Agreement or (ii) under the Confidentiality Agreement. </P>
<P>Section 3. <U>Release of Corel and Sub by Inprise</U>. Inprise does hereby unequivocally
release and discharge Corel and Sub and any of their respective officers, directors, agents, managers,
employees, representatives, legal and financial advisors, parents, subsidiaries, affiliates, principals
or partners, and any heirs, executors, administrators, successors or assigns of any said person or
entity (the "Corel Releasees"), from any and all Actions arising under, in connection with or relating
to the Merger Agreement and the Stock Option Agreements or the transactions contemplated
thereby, or any action or failure to act under the Merger Agreement, the Stock Option Agreements
or in connection therewith, or in connection with the events leading to the abandonment of the
Merger and the termination of the Merger Agreement and the Stock Option Agreements which have
been asserted against the Corel Releasees or which, whether currently known or unknown, Inprise,
or any successors or assigns of any said entity, ever could have asserted or ever could assert, in any
capacity, against the Corel Releasees, relating to any claims, or any transactions and occurrences
from any time in connection with the foregoing; <U>provided</U>, <U>however</U>, the Corel Releasees are not
released from any Actions which may arise (i) under this Agreement or (ii) under the Confidentiality
Agreement. </P>
<P>Section 4. <U>Confidentiality Agreement</U>. Corel and Inprise hereby agree that the
Confidentiality Agreement shall continue in full force and effect from the date hereof until expiration
of the Confidentiality Agreement pursuant to its terms, except as set forth below:</P>
<P> (a) The provisions contained in Section 4 of the Confidentiality Agreement (No
Solicitation of Employees) shall continue in full force and effect from the date hereof until the first
anniversary of such date;</P>
<P> (b) The provisions contained in Section 2 of the Confidentiality Agreement
(Confidentiality and Use of Evaluation Material) shall continue in full force and effect indefinitely.</P>
<P>(c) As of the date hereof, each of the Parties is deemed to provide a demand to the
other, pursuant to Section 6 of the Confidentiality Agreement, for the return or destruction of the
Evaluation Material (as defined therein) and all copies thereof.</P>
<P>Section 5. <U>Publicity</U>. Attached hereto as Exhibits A and B are the respective forms of
press release to be issued by Corel and Inprise on signing of this Agreement with respect to this
Agreement and the termination of the Merger Agreement and the Stock Option Agreements.</P>
<P>Section 6. <U>Representations of the Parties</U>. Each Party represents to the other Party that:
(a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and
in good standing; (b) it has power to execute and perform its obligations under this Agreement and
has taken all necessary action to authorize such execution, delivery and performance; (c) such
execution, delivery and performance do not violate or conflict with any law applicable to it, any
provision of its charter or bylaws, any order or judgment of any court or other agency of government
applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of
its assets; (d) all governmental and other consents that are required to have been obtained by it with
respect to this Agreement have been obtained and are in full force and effect and all conditions of
any such consents have been complied with; (e) its obligations under this Agreement constitute its
legal, valid and binding obligations, enforceable in accordance with their respective terms; and (f)
except with respect to the options granted pursuant to the Stock Option Agreements being cancelled
hereby, it beneficially owns no shares of any other Party (except that Corel owns shares of Sub).</P>
<P>Section 7. <U>Reimbursement of Certain Expenses</U>. Concurrently with the execution and
delivery of this Agreement, Corel shall pay, by wire transfer or certified check, to Inprise $226,244,
which represents payment for Corel's 50% share of the fees and expenses of a consulting firm jointly
engaged by Inprise and Corel (the "Consulting Firm"), less Inprise's 50% share of HSR filing fees
and SEC registration fees incurred by Corel in connection with the transactions contemplated by the
Merger Agreement. Inprise covenants to promptly reimburse Corel for 50% of the amounts due to
the financial printer in connection with the typesetting of the Form S-4 Registration Statement
prepared in connection with the Merger Agreement and Corel covenants to promptly reimburse
Inprise for 50% of any amounts incurred through May 4, 2000 not yet billed by the Consulting Firm,
in each case, upon presentation of appropriate invoices.</P>
<P><A NAME="_Toc409683360"></A><A NAME="_Toc481211100">Section 8. <U>Waiver</U>.</A> Any term of this Agreement may be waived
at any time by the Party
that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written
instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver
by any Party of any term or condition of this Agreement, in any one or more instances, shall be
deemed to be or construed as a waiver of the same or any other term or condition of this Agreement
on any future occasion. All remedies, either under this Agreement or by any laws or otherwise
afforded, will be cumulative and not alternative.</P>
<P><A NAME="_Toc409683361"></A><A NAME="_Toc481211101">Section 9. <U>Amendment</U>.</A> This Agreement may be amended,
supplemented or modified
only by a written instrument duly executed by or on behalf of each Party hereto.</P>
<P><A NAME="_Toc409683363"></A><A NAME="_Toc481211103">Section 10. <U>No Assignment; Binding Effect</U>. Neither this
Agreement nor any right,
interest or obligation hereunder may be assigned by any Party hereto without the prior written
consent of the other Party hereto and any attempt to do so will be void, except for assignments and
transfers by operation of any laws. Subject to the preceding sentence, this Agreement is binding
upon, inures to the benefit of and is enforceable by the Parties and their respective successors and
assigns.</P>
<P>Section 11. <U>Entire Agreement</U>. This Agreement supercedes all prior discussions,
representations, warranties and agreements, both written and oral, among the Parties with respect
to the subject matter hereof, other than the Confidentiality Agreement in accordance with its terms,
and contains, together with the Confidentiality Agreement, the sole and entire agreement among the
Parties with respect to the subject matter hereof. No prior drafts of this Agreement and no words
or phrases from any such prior drafts shall be admissible into evidence in any action, suit or other
proceeding involving this Agreement.</P>
</A>
<P><A NAME="_Toc409683364"></A><A NAME="_Toc481211104">Section 12. <U>Headings</U>.</A> The headings used in this Agreement
have been inserted for
convenience of reference only and do not define or limit the provisions hereof.</P>
<P><A NAME="_Toc409683366"></A><A NAME="_Toc481211105">Section 13. <U>Invalid Provisions</U>.</A> If any provision of this
Agreement is held to be illegal,
invalid or unenforceable under any present or future laws, and if the rights or obligations of any
Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such
provision will be fully severable, (b) this Agreement will be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining
provisions of this Agreement will remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom. Notwithstanding anything
in this Agreement to the contrary, if for any reason any of the releases contained in Sections 2 or 3
hereof are avoided, nullified or otherwise rendered ineffective, then all releases in Section 2 or 3
hereof shall be rendered invalid and unenforceable and this Agreement shall be automatically
reformed to delete Sections 2 and 3 herefrom.</P>
<P>Section 14. <U>Injunctive Relief</U>. The Parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement was not performed in accordance with its
specified terms or was otherwise breached and that money damages would not be an adequate
remedy for any breach of this Agreement. It is accordingly agreed that in any proceeding seeking
specific performance each of the Parties will waive the defense of adequacy of a remedy at law.
Each of the Parties shall be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any court of competent
jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.</P>
<P><A NAME="_Toc409683367"></A><A NAME="_Toc481211106">Section 15. <U>Governing Law</U>.</A> Except to the extent that the
laws of the State of Delaware
are mandatorily applicable to this Agreement, this Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to a contract executed and
performed in such State, without giving effect to the conflicts of laws principles thereof.</P>
<P>Section 16. <U>Jurisdiction</U>. Each of the Parties irrevocably agrees that any action, suit, claim
or other legal proceeding with respect to this Agreement or for recognition and enforcement of any
judgment in respect hereof brought by any other Party or its successors or assigns shall be brought
and determined in any federal court located in the County of New York in the State of New York
or the County of New Castle in the State of Delaware or the courts of the State of New York located
in the County of New York or the State of Delaware located in the County of New Castle (or any
appeals courts thereof). The foregoing New York Courts are hereinafter referred to as the "New
York Courts" and the foregoing Delaware Courts are hereinafter referred to as the "Delaware
Courts." Each of the Parties irrevocably submits with regard to any such proceeding for itself and
in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid
courts. Each of the Parties irrevocably waives, and agrees not to assert, by way of motion, as a
defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a)
any claim that it is not personally subject to the jurisdiction of the above-named courts for any
reason other than failure to serve process in accordance with Section 17 hereof, (b) that it or its
property is exempt or immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment before judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest
extent permitted by applicable law, that (i) the proceeding in any such court is brought in an
inconvenient forum, (ii) the venue of such proceeding is improper or (iii) this Agreement, or the
subject matter hereof, may not be enforced in or by such court. Notwithstanding the foregoing, each
of the Parties agrees that each of the other Parties shall have the right to bring any action or
proceeding for enforcement of a judgment entered by the aforesaid New York Courts or the
Delaware Courts in any other court or jurisdiction.</P>
<P>Section 17. <U>Service of Process</U>. Each of the Parties hereby designates each of the New
York City and Wilmington, Delaware offices of CT Corporation as its respective agent for service
of process in the State of New York and the State of Delaware, respectively, solely with respect to
any dispute or controversy arising out of this Agreement, and service upon a Party for such purposes
shall be deemed to be effective upon service on CT Corporation, as aforesaid or of its successor
designated in accordance with the following sentence in the appropriate State. A Party may
designate another corporate agent or law firm reasonably acceptable to each of the other parties and
located in the Borough of Manhattan, in the City of New York, or in the County of New Castle in
the State of Delaware, as applicable, as successor agent for service of process upon 30 days' prior
written notice to each other Party. </P>
<P>Section 18. <U>Waiver of Trial by Jury</U>. Each of the Parties acknowledges and agrees that
any controversy which may arise under this Agreement is likely to involve complicated and difficult
issues, and therefore each such Party hereby irrevocably and unconditionally waives, to the fullest
extent permitted by applicable law, any right such party may have to a trial by jury in respect of any
action, suit, claim or other proceeding directly or indirectly arising out of or relating to this
Agreement. Each Party certifies and acknowledges that (i) no representative of such Party has been
authorized by such Party to represent or, to the knowledge or such Party, has represented, expressly
or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing
waiver, (ii) each such Party understands and has considered the implications of this waiver, (iii)
each such Party makes this waiver voluntarily and (iv) each such Party has been induced to enter into
this Agreement by, among other things, the mutual waivers and certifications in this Section 18.</P>
<P>Section 19. <U>Execution</U>. This Agreement may be executed by facsimile signatures by any
Party and such signature shall be deemed binding for all purposes hereof, without delivery of an
original signature being thereafter required.</P>
<P>Section <A NAME="_Toc409683368"></A><A NAME="_Toc481211107">20. <U>Counterparts</U>.</A> This Agreement may be executed in
any number of
counterparts, each of which will be deemed an original, but all of which together will constitute one
and the same instrument.</P>
<P ALIGN="CENTER"><STRONG>[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]</STRONG></P>
<BR WP="BR1"><BR WP="BR2">
<P>IN WITNESS WHEREOF, each party hereto has caused this Agreement to be signed by its
officers thereunto duly authorized and its corporate seal to be affixed as of the date first written
above.</P>
<P>COREL CORPORATION</P>
<BR WP="BR1"><BR WP="BR2">
<P>By: <U> /s/ Michael Cowpland</U> </P>
<P>Name: Michael Cowpland </P>
<P>Title: President and CEO</P>
<BR WP="BR1"><BR WP="BR2">
<P>By: <U>/s/ Eric J. Smith</U></P>
<P>Name: Eric J. Smith</P>
<P>Title: Secretary</P>
<BR WP="BR1"><BR WP="BR2">
<P>CARLETON ACQUISITION CO.</P>
<BR WP="BR1"><BR WP="BR2">
<P>By: <U> /s/ Michael Cowpland</U></P>
<P>Name: Micheal Cowpland</P>
<P>Title: President and CEO</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>By: <U> /s/ Eric J. Smith </U></P>
<P>Name: Eric J. Smith </P>
<P>Title: Secretary</P>
<BR WP="BR1"><BR WP="BR2">
<P>INPRISE CORPORATION</P>
<BR WP="BR1"><BR WP="BR2">
<P>By: <U>/s/ Dale Fuller</U></P>
<P>Name: Dale Fuller</P>
<P>Title: Interim President and Chief Executive Officer</P>
<BR WP="BR1"><BR WP="BR2">
<P>EXHIBIT A</P>
<P>COREL PRESS RELEASE</p>
<P> <STRONG> </STRONG></P>
<P><STRONG> </STRONG></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><CENTER></CENTER>
</P>
<P ALIGN="CENTER">For Immediate Release</P>
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT SIZE="+1"><STRONG>Corel and Inprise/Borland terminate proposed merger agreement</STRONG></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Ottawa, Canada - May 16, 2000 - </STRONG>Corel Corporation (NASDAQ: CORL, TSE: COR) today
announced that its merger agreement with Inprise/Borland has been terminated by mutual
agreement of the two companies without payment of any termination fees. The reciprocal stock
option agreements have also been terminated. In anticipation of the merger agreement, Corel and
Inprise/Borland entered into a confidentiality agreement that included a standard three-year
standstill covenant. That agreement remains in effect.<STRONG></STRONG></P>
<BR WP="BR1"><BR WP="BR2">
<P>Because of significant changes since the merger was agreed to more than three months ago, Corel
has concluded that it is in its best interest to terminate the agreement at this time. Corel and
Inprise/Borland are parting on amicable terms and will continue to pursue opportunities for
ongoing partnerships.</P>
<BR WP="BR1"><BR WP="BR2">
<P>"Although we are disappointed the merger didn't proceed as planned, it hasn't changed our
strategic focus," said Dr. Michael Cowpland, president and chief executive officer of Corel
Corporation. "Together with our industry partners, we will continue to deliver open-standard,
cross-compatible, multiple platform solutions that will increasingly leverage the power of the
Web." </P>
<BR WP="BR1"><BR WP="BR2">
<P>Corel disclosed in its most recent quarterly filing with the United States Securities and Exchange
Commission its then current expectations for its financial results and its cash position for the
following two quarters in the event the merger did not occur, other sources of financing were not
secured, and/or its results of operations did not improve. With the termination of the merger
agreement, Corel is now able to fully evaluate offers of alternative financing it has recently
received. Corel is also completing plans to re-align its cost structure to support current revenue
expectations and its long-term strategic goals. With this plan, Corel expects to achieve cost-savings of approximately US $40
million on an annualized basis.</P>
<BR WP="BR1"><BR WP="BR2">
<P>Officials from Corel will hold a teleconference today at 10:30 a.m. (EST) to provide further
information to media, industry and financial analysts on this recent development and Corel's
plans to address its financial position. Media and analysts from North America wishing to
participate can call 1-800-736-2740 approximately 10 minutes prior to the start of the
teleconference. International media can call 1-847-619-6445. A replay will be available for 24
hours after the teleconference. The instant replay number is 416-695-5800 and the pass code
access number is 473246. Following the teleconference, a press conference will be held for local
media at 12 p.m. at Corel's headquarters at 1600 Carling Avenue.</P>
<BR WP="BR1"><BR WP="BR2">
<P>Investors will have the opportunity to listen to the teleconference over the Internet through
Investor Broadcast Networks' Vcall website, located at http://www.vcall.com. Please visit the
Web site at least 15 minutes early to register, download and install any necessary audio software.
For those who cannot listen to the live broadcast, a replay will be available shortly after the call. </P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Corel Corporation</STRONG></P>
<P>Corel Corporation is an internationally recognized developer of award-winning business
productivity, graphics and operating system solutions on the Windows®, Linux®, UNIX®,
Macintosh® and Java&trade platforms. Corel also develops market-leading, Web-based solutions
including applications, content, e-commerce and online services. For access to these services and
more information go to www.corel.com or www.corelcity.com. Corel is headquartered in
Ottawa, Canada. Corel's common stock trades on the NASDAQ Stock Market under the
symbol CORL and on the Toronto Stock Exchange under the symbol COR.</P>
<P> </P>
<P><FONT SIZE="-1"><EM>This press release contains statements that are forward looking as that term is defined by the United
States Private Securities
Litigation Reform Act of 1995. These statements are based on current expectations that are subject to risks and uncertainties.
Actual results will differ due to factors such as shifts in customer demand, product shipment schedules, product mix, competitive
products and pricing, technological shifts and other variables. Readers are referred to Corel's most recent reports filed with the
Securities and Exchange Commission.</EM></FONT><FONT FACE="Times New Roman"></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">Corel and the Go further logo are trademarks or registered trademarks of Corel
Corporation or Corel Corporation
Limited. Linux is a registered trademark of Linus Torvalds. All other products, fonts, company names and logos are
trademarks or registered trademarks of their respective owners.</FONT><FONT FACE="Times New Roman" SIZE="+1"></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1"></FONT><FONT FACE="Times New Roman"></FONT>
<FONT FACE="Times New Roman" SIZE="-1"></FONT><FONT FACE="Times New Roman"><STRONG>Corel Press Contacts:</STRONG></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Catherine Hughes (Canada)</FONT></P>
<P><FONT FACE="Times New Roman">(613) 728-0826 ext. </FONT></P>
<P><FONT FACE="Times New Roman">[email protected] </FONT></P>
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Susan Gauthier (U.S.)</FONT></P>
<P><FONT FACE="Times New Roman">(613) 728-0826 ext.</FONT></P>
<P><FONT FACE="Times New Roman">[email protected] </FONT></P>
<P><FONT FACE="Times New Roman"><CENTER></CENTER>
<STRONG></STRONG></FONT></P>
<P><FONT FACE="Times New Roman"> </FONT></P>
<BR WP="BR1"><BR WP="BR2">
<P>EXHIBIT B</P>
<P> INPRISE PRESS RELEASE</p>
'<P ALIGN="CENTER">For Immediate Release</P>
<P> </P>
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT SIZE="+1"><STRONG> INPRISE/BORLAND AND COREL TERMINATE PROPOSED MERGER</STRONG></FONT></P>
<P ALIGN="CENTER"><FONT SIZE="+1"><STRONG> Inprise/Borland to Continue to Pursue Increasingly Successful Internet Strategy </STRONG></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<P> <STRONG>SCOTTS VALLEY, Calif., -- May 16, 2000-- </STRONG>Inprise/Borland Corporation (Nasdaq: INPR)
today announced that its merger agreement with Corel Corporation (Nasdaq: CORL, TSE: COR)
has been terminated by mutual agreement of the two companies without payment of any
termination fees. The reciprocal stock option agreements have also been terminated. </P>
<BR WP="BR1"><BR WP="BR2">
<P> Dale Fuller, Inprise/Borland interim president and CEO said, "Much has changed since the
merger was agreed to more than three months ago, and our board concluded that it would be
best to cancel the merger on an amicable basis." </P>
<BR WP="BR1"><BR WP="BR2">
<P> Commenting on Inprise/Borland's future, Fuller said, "Inprise/Borland is well positioned
today with improving operating results and substantial liquid assets. Future operations will
continue to follow our increasingly successful strategy of creating solutions that enable
companies to move their businesses to the Internet. We will create the tools necessary to leverage
new platforms for Linux, Solaris, and Windows 2000, and provide superior services to
Application Service Providers. In addition, Inprise/Borland will continue to invest in companies
and technologies that complement this strategy." </P>
<BR WP="BR1"><BR WP="BR2">
<P> In January of 2000, Inprise/Borland and Corel entered into a confidentiality agreement that
included a standard three-year standstill covenant. That agreement remains in effect. </P>
<BR WP="BR1"><BR WP="BR2">
<P> About Inprise/Borland Corporation Inprise/Borland is a leading provider of Internet access
infrastructure and application development tool and services for all major platforms, including
Linux, Solaris and Windows. Founded in 1983, Inprise/Borland is headquartered in the Silicon
Valley, California, with operations worldwide. To learn more, visit Inprise/Borland at
http://www.borland.com/, and the community site at community.borland.com or call the
company at (800) 632-2864. </P>
<BR WP="BR1"><BR WP="BR2">
</body>
</HTML>
<HTML>
<head>
<TITLE>PRESS</TITLE>
</head>
<body bgcolor=white>
<P>EXHIBIT 4</P>
<P> <STRONG> </STRONG></P>
<P><STRONG> </STRONG></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><CENTER></CENTER>
</P>
<P ALIGN="CENTER">For Immediate Release</P>
<BR WP="BR1"><BR WP="BR2">
<P ALIGN="CENTER"><FONT SIZE="+1"><STRONG>Corel and Inprise/Borland terminate proposed merger agreement</STRONG></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Ottawa, Canada - May 16, 2000 - </STRONG>Corel Corporation (NASDAQ: CORL, TSE: COR) today
announced that its merger agreement with Inprise/Borland has been terminated by mutual
agreement of the two companies without payment of any termination fees. The reciprocal stock
option agreements have also been terminated. In anticipation of the merger agreement, Corel and
Inprise/Borland entered into a confidentiality agreement that included a standard three-year
standstill covenant. That agreement remains in effect.<STRONG></STRONG></P>
<BR WP="BR1"><BR WP="BR2">
<P>Because of significant changes since the merger was agreed to more than three months ago, Corel
has concluded that it is in its best interest to terminate the agreement at this time. Corel and
Inprise/Borland are parting on amicable terms and will continue to pursue opportunities for
ongoing partnerships.</P>
<BR WP="BR1"><BR WP="BR2">
<P>"Although we are disappointed the merger didn't proceed as planned, it hasn't changed our
strategic focus," said Dr. Michael Cowpland, president and chief executive officer of Corel
Corporation. "Together with our industry partners, we will continue to deliver open-standard,
cross-compatible, multiple platform solutions that will increasingly leverage the power of the
Web." </P>
<BR WP="BR1"><BR WP="BR2">
<P>Corel disclosed in its most recent quarterly filing with the United States Securities and Exchange
Commission its then current expectations for its financial results and its cash position for the
following two quarters in the event the merger did not occur, other sources of financing were not
secured, and/or its results of operations did not improve. With the termination of the merger
agreement, Corel is now able to fully evaluate offers of alternative financing it has recently
received. Corel is also completing plans to re-align its cost structure to support current revenue
expectations and its long-term strategic goals. With this plan, Corel expects to achieve cost-savings of approximately US $40
million on an annualized basis.</P>
<BR WP="BR1"><BR WP="BR2">
<P>Officials from Corel will hold a teleconference today at 10:30 a.m. (EST) to provide further
information to media, industry and financial analysts on this recent development and Corel's
plans to address its financial position. Media and analysts from North America wishing to
participate can call 1-800-736-2740 approximately 10 minutes prior to the start of the
teleconference. International media can call 1-847-619-6445. A replay will be available for 24
hours after the teleconference. The instant replay number is 416-695-5800 and the pass code
access number is 473246. Following the teleconference, a press conference will be held for local
media at 12 p.m. at Corel's headquarters at 1600 Carling Avenue.</P>
<BR WP="BR1"><BR WP="BR2">
<P>Investors will have the opportunity to listen to the teleconference over the Internet through
Investor Broadcast Networks' Vcall website, located at http://www.vcall.com. Please visit the
Web site at least 15 minutes early to register, download and install any necessary audio software.
For those who cannot listen to the live broadcast, a replay will be available shortly after the call. </P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Corel Corporation</STRONG></P>
<P>Corel Corporation is an internationally recognized developer of award-winning business
productivity, graphics and operating system solutions on the Windows®, Linux®, UNIX®,
Macintosh® and Java&trade platforms. Corel also develops market-leading, Web-based solutions
including applications, content, e-commerce and online services. For access to these services and
more information go to www.corel.com or www.corelcity.com. Corel is headquartered in
Ottawa, Canada. Corel's common stock trades on the NASDAQ Stock Market under the
symbol CORL and on the Toronto Stock Exchange under the symbol COR.</P>
<P> </P>
<P><FONT SIZE="-1"><EM>This press release contains statements that are forward looking as that term is defined by the United
States Private Securities
Litigation Reform Act of 1995. These statements are based on current expectations that are subject to risks and uncertainties.
Actual results will differ due to factors such as shifts in customer demand, product shipment schedules, product mix, competitive
products and pricing, technological shifts and other variables. Readers are referred to Corel's most recent reports filed with the
Securities and Exchange Commission.</EM></FONT><FONT FACE="Times New Roman"></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1">Corel and the Go further logo are trademarks or registered trademarks of Corel
Corporation or Corel Corporation
Limited. Linux is a registered trademark of Linus Torvalds. All other products, fonts, company names and logos are
trademarks or registered trademarks of their respective owners.</FONT><FONT FACE="Times New Roman" SIZE="+1"></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman" SIZE="-1"></FONT><FONT FACE="Times New Roman"></FONT>
<FONT FACE="Times New Roman" SIZE="-1"></FONT><FONT FACE="Times New Roman"><STRONG>Corel Press Contacts:</STRONG></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Catherine Hughes (Canada)</FONT></P>
<P><FONT FACE="Times New Roman">(613) 728-0826 ext. </FONT></P>
<P><FONT FACE="Times New Roman">[email protected] </FONT></P>
<BR WP="BR1"><BR WP="BR2">
<P><FONT FACE="Times New Roman">Susan Gauthier (U.S.)</FONT></P>
<P><FONT FACE="Times New Roman">(613) 728-0826 ext.</FONT></P>
<P><FONT FACE="Times New Roman">[email protected] </FONT></P>
<P><FONT FACE="Times New Roman"><CENTER></CENTER>
<STRONG></STRONG></FONT></P>
<P><FONT FACE="Times New Roman"> </FONT></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
</body>
</HTML>
