10.

LEGAL PROCEEDINGS

IPO Allocation Suit

We, certain of our directors and officers and certain investment bank underwriters were named in a putative class action for violation of the federal securities laws in the United States District Court for the Southern District of New York, captioned "In re TIBCO Software Inc. Initial Public Offering Securities Litigation." This was one of a number of cases challenging underwriting practices in the initial public offerings (each, an "IPO") of more than 300 companies, which have been coordinated for pretrial proceedings as "In re Initial Public Offering Securities Litigation." Plaintiffs generally alleged that the underwriters engaged in undisclosed and improper underwriting activities, namely the receipt of excessive brokerage commissions and customer agreements regarding post-offering purchases of stock in exchange for allocations of IPO shares. Plaintiffs also alleged that various investment bank securities analysts issued false and misleading analyst reports. The complaint against us claimed that the purported improper underwriting activities were not disclosed in the registration statements for our IPO and secondary public offering and sought unspecified damages on behalf of a purported class of persons who purchased our securities or sold put options during the time period from July 13, 1999 to December 6, 2000.

A lawsuit with similar allegations of undisclosed improper underwriting practices, and part of the same coordinated proceedings, was filed against Talarian, which we acquired in 2002. That action was captioned "In re Talarian Corp. Initial Public Offering Securities Litigation." The complaint against Talarian, certain of its underwriters and certain of its former directors and officers claimed that the purported improper underwriting activities were not disclosed in the registration statement for Talarian's IPO and sought unspecified damages on behalf of a purported class of persons who purchased Talarian securities during the time period from July 20, 2000 to December 6, 2000.

The coordinated litigation matters, including the actions against us and Talarian, have been resolved by a global settlement. Under the settlement, the insurers pay the full amount of settlement share allocated to us (our financial liability is limited to paying the remaining balance of the applicable retention under Talarian's directors and officers liability insurance policy). The settlement received final approval from the district court in 2009. Various objectors to the settlement filed appeals; in January 2012, the last of those appeals was withdrawn and dismissed and the settlement became final.

JuxtaComm v. TIBCO, et al.

On January 21, 2010, JuxtaComm-Texas Software, LLC ("JuxtaComm") filed a complaint for patent infringement against us and other defendants in the United States District Court for the Eastern District of Texas, Case No. 6:10-CV-00011-LED. On April 22, 2010, JuxtaComm filed an amended complaint in which it alleges that certain TIBCO offerings, including TIBCO ActiveMatrix Business Works™, TIBCO iProcess™ Suite, TIBCO Business Studio™ and TIBCO ActiveMatrix^® Service Bus infringe U.S. Patent No. 6,195,662 ("'662 patent"). JuxtaComm seeks injunctive relief and unspecified damages. On May 6, 2010, we filed an answer and counterclaims in which we denied JuxtaComm's claims and asserted counterclaims for declaratory relief that the asserted patent is invalid and not infringed.

On May 12, 2011, the U.S. Patent & Trademark Office ("PTO") issued a Final Office Action rejecting all asserted claims of the '662 patent. On May 24, 2011, the court denied a motion to stay filed by the defendants. On August 11, 2011, the PTO issued an Advisory Action determining that JuxtaComm's arguments submitted after May 12, 2011, failed to overcome the Final Office Action. JuxtaComm filed a Notice of Appeal from the Examiner to the Board of Patent Appeals and Interferences, challenging the Final Office Action, on September 9, 2011. We joined a new motion to stay the litigation in view of the PTO's Final Office Action and Advisory Action filed by co-defendants SAS Institute, Inc. and Dataflux Corporation on August 16, 2011. On March 27, 2012, the Court denied the August 16, 2011 motion to stay.

Trial was originally scheduled for January 9, 2012. On December 8, 2011, the Court issued an Order vacating all deadlines in the action, including the trial date, and temporarily staying the case until February 1, 2012. After the stay was lifted, on March 27, 2012 the Court issued an Order setting trial for October 9, 2012.

We intend to defend the action vigorously. While we believe that we have valid defenses to JuxtaComm's claims, litigation is inherently unpredictable and we cannot make any predictions as to the outcome of this litigation. It is possible that our business, financial position, or results of operations could be negatively affected by an unfavorable resolution of this action, however, we are unable to estimate a range of potential loss at this time.

InvestPic, LLC v. TIBCO, et al.

On November 24, 2010, InvestPic, LLC ("InvestPic") filed a complaint for patent infringement against us and fourteen other defendants in the United States District Court for the District of Delaware, Case No. 1:10cv01028-SLR. The complaint alleges that TIBCO Spotfire^® S+^® "and other similar products" infringe U.S. Patent No. 6,349,291 (the "'291 patent"). On March 29, 2011, defendant SAS Institute Inc. filed a motion to dismiss the complaint for failure to state a claim for relief on the basis that all the asserted claims of the '291 patent are invalid as being directed to unpatentable subject matter. On May 13, 2011, TIBCO, along with other defendants, filed a motion to dismiss the complaint on the same grounds as SAS' motion. On September 30, 2011, the Court denied this motion to dismiss. However, the Court declined to address the merits of defendants' arguments that the claims of the '291 patent are directed to unpatentable subject matter, in the absence of discovery or claim construction. A Scheduling Order has been entered in the case and the Court has set a date for a jury trial commencing on September 16, 2013.

InvestPic seeks injunctive relief and unspecified damages. We intend to defend the action vigorously. While we believe that we have valid defenses to InvestPic's claims, litigation is inherently unpredictable and we cannot make any predictions as to the outcome of this litigation. It is possible that our business, financial position, or results of operations could be negatively affected by an unfavorable resolution of this action. As InvestPic has made no specific demand for damages in this matter other than injunctive relief, we cannot currently estimate a reasonably possible range of loss for this action.

Vasudevan Software, Inc. v. TIBCO, et al.

On December 23, 2011, Vasudevan Software, Inc. ("Vasudevan") filed a complaint for patent infringement against us and Spotfire Inc. in the United States District Court for the Northern District of California, Case No. 3:11-cv-06638-RS. The complaint alleges that TIBCO directly, indirectly, and willfully infringes U.S. Patent No. 7,167,864 B1 based on "Spotfire Analytics and other products." Vasudevan further alleges in its infringement contentions that the accused products "include at least the TIBCO Spotfire Platform (e.g., TIBCO Spotfire Professional, TIBCO Spotfire Server, TIBCO Spotfire Web Player, TIBCO Spotfire Enterprise Player, TIBCO Spotfire for the Apple iPad, TIBCO Spotfire Application Data Services, TIBCO Spotfire Developer, TIBCO Spotfire Metrics, TIBCO Spotfire Network Analytics, TIBCO Spotfire Operations Analytics Bundle, and TIBCO Silver Spotfire) at least versions 4.0 to 2.1, as well as any TIBCO products and services that utilize the TIBCO Spotfire Platform." Vasudevan amended its complaint on March 6, 2012, but continues to accuse the same products of infringement. A motion is currently pending to dismiss Vasudevan's indirect and willful infringement claims. TIBCO's motion to dismiss is scheduled to be heard before Judge Seeborg on April 26, 2012.

Vasudevan seeks injunctive relief and unspecified damages. The Court has scheduled a case management conference for April 19, 2012, but has not yet set a further schedule for the case. We intend to defend the action vigorously. While we believe that we have valid defenses to Vasudevan's claims, litigation is inherently unpredictable and we cannot make any predictions as to the outcome of this litigation. It is possible that our business, financial position, or results of operations could be negatively affected by an unfavorable resolution of this action. As Vasudevan has made no specific demand for relief in this matter other than injunctive relief, we cannot currently estimate a reasonably possible range of loss for this action.

YYZ, LLCv. TIBCO Software Inc.

On February 10, 2012, YYZ, LLC ("YYZ") filed a complaint for patent infringement against us in the United States District Court for the District of Delaware, Case No. 1:12-cv-00170-SLR. YYZ alleges that certain TIBCO offerings, including TIBCO Business Studio, TIBCO Spotfire Professional, TIBCO Spotfire Server, TIBCO ActiveMatrix Business Works, TIBCO ActiveMatrix BPM, TIBCO ActiveMatrix BPM Spotfire, TIBCO Enterprise Message Service, TIBCO Rendezvous, TIBCO Messaging Appliance, TIBCO FTL, TIBCO Web Messaging for TIBCO Enterprise Message Service and TIBCO ActiveMatrix Adapters, infringe U.S. Patent No. 8,046,747 (the "747 patent"), On April 4, 2012, we filed an answer and counterclaims in which we denied YYZ's claims and asserted counterclaims for declaratory relief that the '747 patent is invalid and not infringed. On April 4, 2012, we also filed a motion to dismiss for failure to state a claim upon which relief may be granted to the extent that YYZ is asserting allegations of indirect patent infringement.

Discovery has not yet commenced and no trial date has been set.

We intend to defend the action vigorously. While we believe that we have valid defenses to YYZ's claims, litigation is inherently unpredictable and we cannot make any predictions as to the outcome of this litigation. It is possible that our business, financial position, or results of operations could be negatively affected by an unfavorable resolution of this action, however, we are unable to estimate a range of potential loss at this time.