Table of Contents 
Years Ended December 31, 2001, 2000 and 1999 
The Company assumed 357,121 stock options, valued at $12.7 million, which was recorded as an addition to the purchase price. The 
Company values these options using the modified Black Scholes option pricing model with the following weighted average assumptions: risk 
free interest rate of 6.56%, expected dividend rate of 0%, volatility of 121% and a term of two years after vesting.  
The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as follows:  
Tangible assets acquired 
Liabilities assumed 
(30,903 ) 
Net book value of net liabilities assumed 
(17,353 ) 
Fair value adjustments: 
Fair value of purchased technology, including in process research and development 
Fair value of contract in place 
Fair value of assembled workforce 
Fair value of net assets acquired 
Purchase price: 
Fair value of shares issued 
Fair value of options assumed 
Fair value of net assets acquired 
(97,747 ) 
Acquisition costs 
Excess purchase price over net assets acquired, allocated to goodwill 
The $97.0 million value of purchased technology includes purchased in process research and development. GAAP requires purchased in 
process research and development with no alternative future use to be recorded and charged to expense in the period acquired. Accordingly, the 
results of operations for the year ended December 31, 2000, include the write off of $71.7 million of purchased in process research and 
development. The remaining $25.3 million represents the purchase of core technology and existing products which are being amortized over an 
estimated useful life of five years. The Company is amortizing the goodwill, assembled workforce and contract list over an estimated life of 
five years.  
Minority Interest: 
Net liabilities and losses applicable to the minority interest in Saraide exceed the minority interest equity capital in Saraide. The minority 
interest portion of the net liabilities and further losses are charged against the Company, the majority interest, since the minority interest is not 
obligated to fund these net liabilities and further losses. If Saraide has future earnings, the Company will recognize income to the extent of such 
losses previously absorbed.  
Prio, Inc.: 
    On February 15, 2000, the Company completed the merger with Prio, Inc. (Prio), a privately held provider of commerce 
solutions specializing in the development of strategic partnerships, technologies and programs that drive commerce in both traditional and 
online shopping environments. Under the terms of the merger, which was accounted for as a pooling of interests, the Company exchanged 
9,322,418 shares of the Company's common stock for all of the preferred and common shares of Prio. The consolidated balance sheets as of 
December 31, 2000 and the consolidated statements of operations, statements of cash flow and statements of stockholders' equity for the years 
ended December 31, 2000 and 1999 are presented as if Prio was a wholly owned subsidiary since inception.  

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