Novell, Inc. Non-Employee Director Code of Ethics

Foreword

Novell has a unique opportunity to make a dramatic and lasting impact on the way we live, work, learn, and govern. The reputation and integrity of Novell, its subsidiaries and its affiliates (collectively, the "Corporation") are valuable assets that are vital to the Corporation's success. Therefore, our commitment and vision requires adherence to high ethical standards, in addition to basic compliance with the law. Each member of the Board of Directors (the "Board") of the Corporation, is responsible for conducting the Corporation's business in a manner that demonstrates a commitment to the highest standards of integrity.

Purpose

The purposes of this Code of Ethics (the "Code") are to focus directors on areas of ethical risk relating to their role as director, provide guidance to help directors recognize and deal with ethical issues, provide mechanisms for directors to report unethical conduct and foster among directors a culture of honesty and accountability. No code of conduct can replace the thoughtful behavior of an ethical director. Accordingly, dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether the Code specifically addresses such conduct.

Scope

It is the intent of this Code to apply the same high standards of integrity and ethics to directors as are applied to officers and employees. Because inside directors are subject to the Novell Code of Business Ethics, this Code shall apply only to non-employee directors.

Compliance with Law and Regulations

A variety of laws applies to the Corporation and its operations, and some carry criminal penalties. These laws include, but are not limited to, federal and state laws relating to the Corporation's business, including occupational safety laws, and its status as a public corporation. Examples of criminal violations of the law include, among others;

making false or misleading disclosures in documents filed with the Securities and Exchange Commission (the "SEC");
trading on inside information; or
stealing, embezzling or misapplying the Corporation's funds.

The Corporation must, and will, report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.

Confidential Information

Directors must respect and protect the complete confidentiality of Novell's business information. Confidential business information is information:

To which directors may have access in the course of their work;
That is generally unavailable to the public; and
That relates to Novell, its customers, business partners, competitors, or others.

Directors may not use confidential business information to advance their personal interest through investment activities or in any other way. This prohibition includes, for example, the unauthorized disclosure of such information to press representatives or financial and trade analysts, or disclosure to anyone who may stand to profit by such information.

Conflicts of Interest

Generally

The Corporation requires directors to conduct their outside associations and personal business, financial and other relationships in a manner that will avoid any actual or apparent conflict of interest between themselves and the Corporation in respect of their role as a director of the Corporation. The term "outside association" refers to any affiliation, association, or interest that any director may have with an entity other than with the Corporation. It is impractical to conceive of and set forth rules that cover all situations in which a conflict of interest may arise. The basic factor in all conflict of interest situations is, however, the division of loyalty or the perception of a division of loyalty between duties to the Corporation and personal interests.

Corporate Opportunities

One example of a way in which a conflict of interest may arise is if a director is introduced to a business opportunity as a result his or her role as a director of the Corporation. Under applicable laws, such opportunities belong to the Corporation and its stockholders and may not be pursued by a director personally without an appropriate waiver by the Corporation.

Resolution of Conflicts

In all cases, actual or apparent conflicts of interest in respect of a person's role as director must be handled in an ethical manner; meaning that they must be fully disclosed to the Compliance Director (as defined below) or the Compliance Officer (as defined below), and considered prior to being resolved. In the case of a potential conflict of interest, directors are urged to seek guidance from the Compliance Director or the Compliance Officer, acting on behalf and under the guidance of the Compliance Director, as appropriate.

Directors must consult with the Compliance Officer (as defined below), acting on behalf and under the guidance of the Compliance Director (as defined below), or the Compliance Director as soon as possible upon learning of a relationship, arrangement, or transaction that could or does result in a conflict of interest with the performance of their duties as a director of the Corporation. The Compliance Officer, acting where appropriate on the advice and guidance of the Compliance Director and, as appropriate, the Corporate Governance Committee, or the Compliance Director shall review all relevant facts and may (i) determine that the conduct or situation does not amount to a conflict of interest, (ii) provide guidance to avoid a conflict from developing (such as suggesting recusal from consideration and/or approval of specific matters that come before the Board), or (iii) declare that a director may not pursue a certain course or action, or must terminate the conflict.

Directors are also subject to Novell's Related Person Transactions Policy.

Gifts and Entertainment

Giving Gifts - Government Employees & Officials

Laws and regulations concerning business transactions with many national, state, provincial and municipal governments and agencies, either prohibit government employees or officials from accepting gifts, gratuities or entertainment or otherwise limit such acceptance of gifts, gratuities or entertainment.

Novell prohibits giving any government or agency employee or official a gift, gratuity, or entertainment unless it is first established that it is permitted by applicable law. If advice is needed, or if there is reason to believe that giving a gift or entertainment to a government official or employee may violate a law or regulation, discuss the matter with the Compliance Officer or Compliance Director.

Receiving Gifts - Directors

By receiving gifts or entertainment as a result of holding a position of a director of the Corporation, a director may create the impression that he or she favors a supplier, consultant, or business partner for reasons of personal advantage rather than because of price, quality, or service.

Novell does not prohibit the receipt of gifts and entertainment. Directors are expected to use good judgment and to accept gifts or entertainment relating to their roles as directors only if all of the following apply:

the gift or entertainment is of limited value (US $250 or less from a single source in a calendar year) and in a form that it will not be construed as a bribe or payoff;
giving and accepting the gift or entertainment is consistent with accepted ethical customs and practices; and
disclosure of the gift or entertainment would not embarrass the recipient or Novell.

Directors are encouraged to participate in social activities with those with whom the Corporation maintains business relationships. If directors are invited to participate in such activities as a result of their role as directors of the Corporation, such participation in such activities will not violate this Code if they are intended to serve a specific business purpose for the Corporation, or they are otherwise reasonable and customary types of social activities in a business context.

Questions regarding the appropriateness of accepting a gift or offer of entertainment should be addressed to the Compliance Officer, acting on behalf and under the guidance of the Compliance Director, or the Compliance Director.

Harassment

Novell strives to provide a work environment free from harassment in all forms including sexual harassment and discrimination based on race, religion, national origin, age, gender, sex, sexual orientation, or disability. Harassment, in general, is unwelcome or unwanted, offensive behavior expressed by an employee or director toward another, which may include such conduct as slurs, jokes, intimidation or any other verbal or physical attack upon a person based on race, religion, age, gender, disability, national origin, sex, sexual orientation, the performance of sexual favors as a condition of an employee's employment status, or conduct that creates an intimidating, hostile, or offensive working environment. Sexual harassment is unwanted sexual advances, or visual, verbal, or physical conduct of a sexual nature. It includes all forms of offensive behavior, including gender-based harassment of a person of the same sex as the harasser. Sexual harassment is not to be tolerated in the workplace or in other work-related settings such as business trips and business-related social events.

Any director found to have harassed or otherwise discriminated against another director, employee or individual with a business relationship with Novell is subject to disciplinary action. Retaliation against an employee or director who reports alleged harassment or discrimination because of a prohibited reason will not be tolerated.

Insider Trading

It is Novell's policy to comply with all laws, rules, and regulations governing trading in company securities by insiders. Directors, along with certain family members, may not buy or sell Novell securities on the basis of material, non-public information ("inside information") nor may directors possessing inside information disclose ("tip") such inside information to any other person (including family members) where such information may be used by such person to his or her profit by trading securities. The law forbids directors—and anyone who obtains information from a director—from buying or selling securities on the basis of inside information, no matter how small the transaction. Violation of insider trading provisions can result in criminal penalties, including liability for damages, large fines, and imprisonment. Directors are also subject to Novell's Insider Trading Policy.

Release of Business or Financial Information

No director is authorized to communicate business or financial information about Novell that is non-public, material information, except through Novell sanctioned, public disclosure, and only then with the prior approval of the Chief Executive Officer.

In connection with the preparation of the financial and other disclosures that the Corporation makes to the public, including in its filings with the SEC or by press release, directors must, in addition to complying with all applicable laws, rules and regulations, follow these guidelines:

act honestly, ethically, and with integrity;
comply with this Code;
endeavor to ensure full, fair, timely, accurate and understandable disclosure in the Corporation's filings with the SEC and in other public communications;
raise questions and concerns regarding the Corporation's public disclosures when necessary and ensure that such questions and concerns are appropriately addressed;
act in good faith, responsibly and with due care, competence and diligence, without misrepresenting material facts or allowing independent judgment to be subordinated by others; and
comply with the Corporation's disclosure controls and procedures and internal control over financial reporting.

Implementation and Oversight of this Code

The Board is ultimately responsible for the implementation of this Code. The Board has designated the Corporate Governance Committee to administer this Code. Unless determined otherwise by the Corporate Governance Committee, the Chairman of the Corporate Governance Committee shall be the Compliance Director (the "Compliance Director") and a member of the Corporation's management team, who shall initially be the Corporation's General Counsel (the "Compliance Officer"), shall assist in administration of the Code. The Compliance Officer may consult with the Compliance Director, as appropriate. The Compliance Director may consult with other members of the Corporate Governance Committee, other members of the Board, and in-house or outside counsel, as appropriate. Directors should feel free to direct questions to the Compliance Officer or the Compliance Director. Each director must certify on an annual basis that he or she is in full compliance with this Code.

Directors who learn of or suspect that a violation of the Code has occurred or is likely to occur must immediately report the violation to the Compliance Officer, acting on behalf and under the guidance of the Compliance Director, the Compliance Director, or to any other member of the Corporate Governance Committee. Directors who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be treated confidentially to the extent possible.

Alleged violations of the Code shall be investigated as appropriate by the Compliance Officer, acting on behalf and under the guidance of the Compliance Director, the Compliance Director, or where appropriate, the Corporate Governance Committee, and may result in discipline and other action in the discretion of the Board upon recommendation of the Corporate Governance Committee, including, where appropriate, removal from the Board. The Board is ultimately responsible for the investigation and resolution of all issues that may arise under this Code, and the Board shall comply with all applicable rules and regulations of the SEC and Nasdaq in the performance if its duties.