THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Oracle Corporation (ORCL)

8/30/2005 Proxy Information

We are the world’s largest enterprise software company. Organizations buy our software and services to manage and grow their business operations. In the ordinary course of our business, we have sold software and services to companies in which Mr. Ellison, directly or indirectly, has a controlling interest. For fiscal year 2005, the total amount of all purchases by these companies was approximately $4 million. Included in the disclosure are reseller transactions, which involve the purchase of products and services for resale to independent third parties. The following list identifies which of these companies purchased more than $60,000 in software and services from us in fiscal year 2005 and also identifies amounts contracted during this period for future services, primarily software license updates and product support to be provided in fiscal year 2006:

C-COR Incorporated (approximately $150,000 in fiscal year 2005 and $989,000 for future services)

LeapFrog Enterprises, Inc. (approximately $1,409,000 in fiscal year 2005 and $1,207,000 for future services)

nCUBE Corporation (approximately $155,000 in fiscal year 2005 and $12,000 for future services)

NetSuite, Inc. (approximately $1,665,000 in fiscal year 2005 and $444,000 for future services)

Oracle Racing, Inc. (approximately $77,000 in fiscal year 2005 and $17,000 for future services)

Pillar Data Systems, Inc. (approximately $440,000 in fiscal year 2005 and $165,000 for future services)

Spring IT Training Limited (approximately $461,000 in fiscal year 2005)

In addition to Mr. Ellison’s direct and indirect controlling interests in LeapFrog, Mr. Berg was a director of LeapFrog until February 2005.

Mr. Bingham was Executive Chairman of the Board of Cadence Design Systems, Inc. (“Cadence”) until July 2005. Mr. Lucas is currently a director of Cadence. Cadence purchased approximately $616,000 in software license updates and product support in fiscal year 2005 and has contracted for approximately $4,000 in future software license updates and product support. The contracted services principally relate to licenses entered into prior to November 2002 when Mr. Bingham became a director of Oracle.

Other Related Party Transactions

Mr. Bingham’s daughter was a full-time employee in fiscal year 2005, and she serves as a Product Management Senior Manager. Her salary and bonus during fiscal year 2005 were under $100,000, which is commensurate with her peers.

We occasionally enter into transactions, other than the sale of software and services, with companies in which Mr. Ellison, directly or indirectly, has a controlling interest. Mr. Ellison has entered into a written Price Protection Agreement with us that applies to any related party transaction involving a purchase of goods or services from an entity in which Mr. Ellison has a direct or indirect material interest and which we enter into while Mr. Ellison is our Chairman of the Board of Directors or one of our executive officers. Under this agreement, if we present Mr. Ellison with reasonable evidence of a lower price or rate for the same goods or services offered by the related company, which would have been available to us at the time we entered into the applicable transaction, then Mr. Ellison will reimburse us for the difference. This agreement expires three years after the date on which Mr. Ellison is neither Chairman nor an executive officer of Oracle.

Spring IT Training Limited

Spring IT Training is an Oracle Approved Education Center in the United Kingdom that delivers end-user training to Oracle customers on behalf of Oracle. Mr. Ellison indirectly holds a controlling interest in Spring IT Training. In fiscal year 2005 Oracle made payments of approximately $1,017,000 to Spring IT Training Limited pursuant to this arrangement.

Wing and a Prayer, Incorporated

We lease aircraft from Wing and a Prayer, Incorporated, a company owned by Mr. Ellison. The aggregate payment amount for the Company’s use of the aircraft in fiscal year 2005 was approximately $211,000. The Independent Committee has determined that the amounts billed for our use of the aircraft and pilots are at or below the market rate charged by third-party commercial charter companies for similar aircraft.

nCUBE Corporation and C-COR Incorporated

nCUBE is a provider of on-demand media and digital advertising solutions. In the past, Mr. Ellison held a controlling interest in nCUBE and we held preferred shares in nCUBE. In fiscal year 2005, nCUBE sold its assets to C-COR Incorporated (“C-COR”) for a combination of stock, convertible notes and cash valued at approximately $96 million, excluding assumed liabilities. The proceeds of the sale were substantially less than the outstanding debt of nCUBE (including debt held by Mr. Ellison). Following the sale to C-COR, nCUBE was liquidated and dissolved with no proceeds available for distribution to the stockholders. We consented to the sale of assets to C-COR, the assignment of all current Oracle agreements to C-COR and the subsequent dissolution of nCUBE. The current Oracle agreements include a reseller arrangement with two remaining years that allows nCUBE (now C-COR) to market and distribute an operating system, which we have licensed from an unrelated third party and two embedded software distribution arrangements, which allow nCUBE (now C-COR) to sell two of its applications with an embedded version of our database product. We have approved the annual renewal of the embedded software licenses for up to two additional years, so long as such renewals are on the then current standard form of embedded software license and at the then current standard pricing terms. As a result of the distribution of the proceeds of the sale of substantially all of nCUBE’s assets to the nCUBE credit holders, Mr. Ellison owns a greater than 10% beneficial interest in C-COR. Consequently transactions between Oracle and C-COR will constitute related party transactions.

Oracle Racing, Inc.

We have previously granted a license to use certain of our trademarks to Oracle Racing, Inc., an entity in which Mr. Ellison holds a controlling interest. Oracle Racing is pursuing a bid to be the America’s Cup Challenger in 2007 as well as other America’s Cup campaigns. The license provides for the limited use of the stand-alone “Oracle” trademark and the incorporation of such mark into additional composite marks and permits Oracle Racing to have as its team name BMW Oracle Racing. We believe that the Oracle Racing activities will continue to provide substantial advertising-related benefits to Oracle and Oracle technology, and we expect to continue spending marketing dollars at America’s Cup events. However, no marketing expenditure will be made for or on behalf of Oracle Racing, and we provide no financial support to Oracle Racing. As part of our marketing expenditures, we have in the past and may in the future charter spectator boats to host customers. In connection with three regattas held in Europe in fiscal 2004, we chartered a boat large enough to also accommodate guests of BMW as well as team members and other sponsors of Oracle Racing. As part of Oracle Racing’s participation in the spectator boat charter, Oracle Racing paid approximately $130,000 to third parties. We believe such marketing expenditures do not constitute related party transactions.

LEGAL ACTIONS INVOLVING MANAGEMENT

Securities Class Action

Stockholder class actions were filed in the United States District Court for the Northern District of California against us and our Chief Executive Officer on and after March 9, 2001. Between March 2002 and March 2003, the court dismissed plaintiffs’ consolidated complaint, first amended complaint and a revised second amended complaint. The last dismissal was with prejudice. On September 1, 2004, the United States Court of Appeals for the Ninth Circuit reversed the dismissal order and remanded the case for further proceedings. The revised second amended complaint named our Chief Executive Officer, our then Chief Financial Officer (who currently is Chairman of our Board of Directors) and a former Executive Vice President as defendants. This complaint was brought on behalf of purchasers of our stock during the period from December 14, 2000 through March 1, 2001. Plaintiffs alleged that the defendants made false and misleading statements about our actual and expected financial performance and the performance of certain of our applications products, while certain individual defendants were selling Oracle stock in violation of federal securities laws. Plaintiffs further alleged that certain individual defendants sold Oracle stock while in possession of material non-public information. Plaintiffs also allege that the defendants engaged in accounting violations. Currently, the parties are conducting discovery. Trial has been set for September 11, 2006. Plaintiffs seek unspecified damages plus interest, attorneys’ fees and costs, and equitable and injunctive relief. We believe that we have meritorious defenses against this action, and we will continue to vigorously defend it.

Derivative Litigation

Stockholder derivative lawsuits were filed in the Court of Chancery in the State of Delaware in and for New Castle County on and after March 12, 2001. A revised amended consolidated complaint was filed in the Delaware action on October 9, 2001 (the “Delaware Derivative Action”). During the same period, similar stockholder derivative lawsuits were filed in the Superior Court of the State of California, County of San Mateo and County of Santa Clara. A consolidated amended complaint was filed in San Mateo Superior Court on January 28, 2002 (the “San Mateo Derivative Action”). On March 15, 2002, a similar derivative suit was filed in the United States District Court for the Northern District of California (the “Federal Derivative Action”). The derivative suits were brought by alleged stockholders of Oracle, purportedly on our behalf, against some of our current and former directors. The derivative plaintiffs alleged that these directors breached their fiduciary duties to us, abused their control, mismanaged Oracle, unjustly enriched themselves, committed constructive fraud and breached contracts with us, by making or causing to be made alleged misstatements about our revenue, growth and the performance of certain of our applications products, while certain officers and directors allegedly sold Oracle stock based on material, non-public information and by taking actions that resulted in our being sued in the federal stockholder class actions. The derivative plaintiffs seek compensatory and other damages, disgorgement of profits, treble damages and other relief. On November 24, 2004, the Delaware Court issued an opinion granting summary judgment in favor of the remaining defendants. On April 13, 2005, the Delaware Supreme Court unanimously upheld Court of Chancery’s grant of summary judgment.

Regarding the San Mateo Derivative Action, on April 18, 2003, the San Mateo Court dismissed plaintiffs’ claim for breach of contract. On December 8, 2003, the San Mateo Court approved plaintiffs’ request in the San Mateo Derivative Action to dismiss all defendants other than our Chief Executive Officer and our then Chief Financial Officer. On June 6, 2005, the San Mateo Court signed a stipulated order, dismissing our former Chief Financial Officer from the case. On June 9, 2005, our Chief Executive Officer brought a motion for summary judgment, and on August 15, 2005, the parties filed a stipulation withdrawing this motion. A trial date has been set for September 26, 2005.

On March 5, 2004, the Northern District Court issued an order dismissing all defendants other than our Chief Executive Officer and then Chief Financial Officer from the Federal Derivative Action. The Federal Derivative Action has been stayed by stipulation of the parties. Any party may terminate the stay with 30 days written notice.

Litigation Related to the PeopleSoft Acquisition

In connection with our unsolicited offer for PeopleSoft, we were involved in several legal proceedings, most of which have been resolved or are in the process of being resolved:

Antitrust litigation brought against us by the U.S. Department of Justice and numerous states concluded in September 2004 with a final judgment in our favor, and the governments concluded not to appeal this judgment.

We sued PeopleSoft and its board of directors in Delaware Chancery Court in June 2003, alleging breach of fiduciary duty and other claims. After the merger, this action was dismissed with prejudice.

In June 2003, J.D. Edwards filed suit against us in state court in Colorado and California, and PeopleSoft filed suit against us in state court in California. Both companies alleged a variety of claims, including interference with contract and interference with prospective economic relations. These claims were dismissed with prejudice after the merger, along with our cross-complaint against PeopleSoft and its board of directors.

Stockholder class actions were filed in Delaware Chancery Court on and after June 6, 2003 against PeopleSoft and its directors, alleging breach of fiduciary duties in connection with our offer. The actions were subsequently consolidated into a single action (the “PeopleSoft Delaware Action”). As a result of the merger, the parties have submitted to the Court a proposed dismissal of the PeopleSoft Delaware Action as moot. On August 2, 2005, the Court dismissed the action.

Six similar stockholder class action lawsuits were filed in California state court in June 2003. Four of these actions have been dismissed as moot, and negotiations are being conducted regarding voluntary dismissal with prejudice of the remaining actions on the same grounds.

Intellectual Property Litigation

Mangosoft, Inc. and Mangosoft Corporation filed a patent infringement action against us in the United States District Court for the District of New Hampshire on November 22, 2002. Plaintiffs alleged that we are willfully infringing U.S. Patent Nos. 6,148,377 (the “‘377 patent”) and 5,918,229 (the “‘229 patent”), which they claim to own. Plaintiffs seek damages based on our license sales of the Real Application Clusters database option, the 9i and 10g databases, and the Application Server, and seek injunctive relief. We have denied infringement and asserted affirmative defenses and have counterclaimed against plaintiffs for declaratory judgment that the ‘377 and ‘229 patents are invalid, unenforceable and not infringed by us. On May 19, 2004, the court held a claims construction (Markman) hearing, and on September 21, 2004, it issued a Markman order. Discovery closed on July 1, 2005, with dispositive motions to be filed by August 25, 2005. The court has set a hearing date of October 17, 2005, for dispositive motions, but has not yet set a trial date.

Other Litigation

We are party to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to acquisitions we have completed or to companies we have acquired. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these claims or any of the above mentioned legal matters will have a material adverse effect on our consolidated financial position, results of operations or cash flow.

9/10/2004 Proxy Information

In the ordinary course of our business, we have sold software and services to companies in which Mr. Ellison, directly or indirectly, has a controlling interest. For fiscal year 2004, the total amount of all purchases by these companies was approximately $2.2 million. Included in the disclosure are reseller transactions, which involve the purchase of products and services for resale to independent third parties. The following list identifies which of these companies purchased more than $60,000 in software and services from us in fiscal year 2004 and also identifies amounts contracted during this period for future services, primarily software license updates and product support to be provided in fiscal year 2005:

• K12, Inc. (approximately $72,000 in fiscal year 2004)

• Leapfrog Enterprises, Inc. (approximately $619,000 in fiscal year 2004 and $99,000 for future services)

• nCUBE Corporation (approximately $173,000 in fiscal year 2004 and $13,000 for future services)

• NetSuite, Inc. (approximately $581,000 in fiscal year 2004 and $23,000 for future services)

• Pillar Data Systems, Inc. (approximately $105,000 in fiscal year 2004 and $51,000 for future services)

• Spring Group plc (approximately $640,000 in fiscal year 2004)

In addition to Mr. Ellison’s direct and indirect controlling interests in Leapfrog, Mr. Berg is a director of Leapfrog.

Mr. Bingham was President and Chief Executive officer of Cadence Design Systems, Inc. (“Cadence”) until May 2004 and is currently Executive Chairman of the Board of Cadence. Mr. Lucas previously was non-executive Chairman of the Board of Cadence and is currently a director. Cadence purchased approximately $859,000 in software license updates and product support in fiscal year 2004 and has contracted for approximately $584,000 in future software license updates and product support. The contracted services principally relate to licenses entered into prior to November 2002 when Mr. Bingham became a director of Oracle.

Other Related Party Transactions

We occasionally enter into transactions, other than the sale of software and services, with companies in which Mr. Ellison, directly or indirectly, has a controlling interest. Mr. Ellison has entered into a written Price Protection Agreement with us that applies to any related party transaction involving a purchase of goods or services from an entity in which Mr. Ellison has a direct or indirect material interest and which we enter into while Mr. Ellison is our Chairman of the Board of Directors or one of our executive officers. Under this agreement, if we present Mr. Ellison with reasonable evidence of a lower price or rate for the same goods or services offered by the related company, which would have been available to us at the time we entered into the applicable transaction, then Mr. Ellison will reimburse us for the difference. This agreement expires three years after the date on which Mr. Ellison is neither Chairman nor an executive officer of Oracle.

NetSuite, Inc.

NetSuite (formerly known as NetLedger, Inc) offers hosted business management applications solutions on the Internet for small businesses. One of these solutions was sold in fiscal year 2004 under the brand name “Oracle Small Business Suite” and was offered for the small business market. Mr. Ellison holds a controlling interest in NetSuite. Pursuant to an amended linking and revenue sharing agreement that we originally entered into in fiscal year 2001, NetSuite was permitted to use the name “Oracle Small Business Suite” and to allow third parties to link to the Oracle Small Business Suite. In return, we received a percentage of Netsuite’s Oracle Small Business Suite revenues. We terminated the linking and revenue sharing agreement with NetSuite in the fourth quarter of fiscal year 2004. In fiscal year 2004, we received approximately $1,008,000 in royalty payments under this agreement.

Prior to terminating the linking and revenue sharing agreement, we assisted NetSuite’s efforts to penetrate the small business market by incurring approximately $337,000 during fiscal year 2004 in marketing expense promoting the Oracle Small Business Suite.

Spring Group plc

Spring Group is a public company based in London that specializes in IT and general recruitment, workforce management and training. Mr. Ellison indirectly holds a controlling interest in Spring Group. One of Spring Group’s divisions, Spring IT Training, is an Oracle Approved Education Center in the United Kingdom that delivers end-user training to Oracle customers on behalf of Oracle. In fiscal year 2004 Oracle made payments of approximately $568,000 to Spring Group pursuant to this arrangement.

Wing and a Prayer, Incorporated

We lease aircraft from Wing and a Prayer, Incorporated, a company owned by Mr. Ellison. The aggregate payment amount for the Company’s use of the aircraft in fiscal year 2004 was approximately $377,000. The Independent Committee has determined that the amounts billed for our use of the aircraft and pilots are at or below the market rate charged by third-party commercial charter companies for similar aircraft.

nCUBE

nCUBE is a provider of on-demand media and digital advertising solutions. nCUBE offers cable operators and telecommunications network providers comprehensive business and technology management solutions for advanced television services such as video-on-demand (VOD), subscription VOD, network personal video recording and digital advertising insertion. Mr. Ellison holds a controlling interest in nCUBE. In fiscal year 2004 we renewed a reseller arrangement with nCUBE for three years that allows them to market and distribute an operating system, which we have licensed from an unrelated third party. In addition, in fiscal year 2004, we entered into two embedded software distribution arrangements, which allow nCUBE to sell two of its applications with an embedded version of our database product. We have approved the annual renewal of these embedded software licenses for up to three years, so long as such renewals are on the then current standard form of embedded software license and at the then current standard pricing terms.

In fiscal year 2004, we granted a replacement license to use certain of our trademarks to Oracle Racing, Inc., an entity in which Mr. Ellison holds a controlling interest. Oracle Racing is pursuing a bid to be the America’s Cup Challenger. The license replaces a license originally entered into in fiscal year 2001, and subsequently amended in fiscal year 2002, which provided for the limited use of the stand-alone “Oracle” trademark, incorporated such mark into additional composite marks and permitted Oracle Racing to change its team name to Oracle BMW Racing in connection with BMW becoming a “top-level” sponsor. The replacement license was entered into in connection with BMW entering into a new sponsorship arrangement for the next America’s Cup campaign and permits Oracle Racing to change its team name to BMW Oracle Racing, as well as extends the term of the license to cover additional America’s Cup campaigns. BMW made cash payments to Oracle Racing to remain a “top-level” sponsor; however, we have made no such payments to Oracle Racing. We believe that the Oracle Racing activities will continue to provide substantial advertising-related benefits to Oracle. We provide no financial support to Oracle Racing. To promote Oracle and Oracle technology, we expect to continue spending marketing dollars at America’s Cup events. However, no marketing expenditure will be made for or on behalf of Oracle Racing. The expected marketing expenditures are intended to utilize the events surrounding the America’s Cup Campaign to promote Oracle to our customers. We believe such marketing expenditures do not constitute related party transactions. As part of our marketing expenditures we plan to charter spectator boats to host customers. In connection with three regattas to be held in Europe in September and October 2004, we chartered a boat large enough to also accommodate guests of BMW as well as team members and other sponsors of Oracle Racing. As part of Oracle Racing’s participation in the spectator boat charter, Oracle Racing will pay approximately $130,000 to third parties.

9/8/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.