Contract

Exhibit 99.2

On June 27, 2008 Openwave Systems Inc. (the “Company”) sold its operations related to its client product line, which consists primarily of browser and messaging technologies for mobile phones (“Client operations”) to Purple Labs (the “Purchaser”), a private company based in Chambéry, France. The terms of the agreement include initial consideration of $20.0 million in cash received by the Company on June 27, 2008 and a note receivable of $5.8 million due by July 7, 2008. Additionally, $4.2 million will be placed in escrow by the Purchaser for a period of one year to secure indemnification claims made by the Purchaser, if any. The terms also include an additional $2.0 million to be placed in escrow by the Purchaser and paid to the Company if certain conditions are met, and warrants to purchase 2% of Purple Labs common stock. The Company will provide transition services to the Purchaser for up to six months, and will bear the first $2.0 million of such expenses.

The Client operations will be reported as a discontinued operation when the Company reports results for its fiscal year ending June 30, 2008.

The Asset Purchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.

The unaudited pro forma condensed consolidated financial statements contained herein contain estimates based on presently available information and certain assumptions that the Company believes are reasonable. The actual amounts could differ from these estimates. The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and is not necessarily indicative of the financial position that would have been achieved by the Company had the sale of Client operations been completed as of the dates indicated, or of the financial position that may be obtained by the Company in the future. In addition, the unaudited pro forma condensed consolidated financial statements do not reflect changes that may occur as a result of activities subsequent to the disposition described above. The unaudited pro forma condensed consolidated financial statements and the accompanying notes have been derived from and should be read together with the financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2007 and the Quarterly Report on Form 10-Q for the quarter ended December 31, 2007.

OPENWAVE SYSTEMS INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(In thousands)

(Unaudited)

		As of December 31, 2007
		As reported (a)				Adjustments				Pro forma
Assets
Current Assets:
Cash and cash equivalents		$	150,449			$	20,000	(b)		$	170,449
Short-term investments			81,340				—				81,340
Restricted cash			242				—				242
Accounts receivable, net			51,020				—				51,020
Note receivable from sale of discontinued operation			5,883				5,800	(b)			11,683
Prepaid expenses and other current assets			24,760				—				24,760
Total current assets			313,694				25,800				339,494
Property and equipment, net			17,156				(145	)(c)			17,011
Long-term investments and restricted cash and investments			60,764				—				60,764
Deposits and other assets			7,294				—				7,294
Goodwill			68,156				(13,597	)(c)			54,559
Intangible assets, net			15,086				(5,529	)(c)			9,557
Total assets		$	482,150			$	6,529			$	488,679
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable		$	2,648			$	—			$	2,648
Accrued liabilities			50,325				2,171	(d)			52,496
Accrued restructuring costs			13,220				—				13,220
Deferred revenue			44,547				(6,534	)(c)			38,013
Convertible subordinated notes, net			149,430				—				149,430
Total current liabilities			260,170				(4,363	)			255,807
Accrued restructuring costs, net of current portion			46,478				—				46,478
Deferred revenue, net of current portion			8,899				—				8,899
Deferred rent obligations			2,082				—				2,082
Long term taxes payable			1,757				—				1,757
Total liabilities			319,386				(4,363	)			315,023
Commitments and contingencies
Stockholders' equity:
Common stock			83				—				83
Additional paid-in capital			3,177,708				—				3,177,708
Accumulated other comprehensive income			(1,721	)			—				(1,721	)
Accumulated deficit			(3,013,306	)			10,892	(e)			(3,002,414	)
Total stockholders' equity			162,764				10,892				173,656
Total liabilities and stockholders' equity		$	482,150			$	6,529			$	488,679

See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

OPENWAVE SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

		Six Months Ended December 31, 2007												Year Ended June 30, 2007
		As reported (a)				Adjustments (f)				Pro forma				As reported (a)				Adjustments (f)				Pro forma
Revenues:
License		$	34,150			$	(11,097	)		$	23,053			$	88,707			$	(25,183	)		$	63,524
Maintenance and support			42,531				(6,394	)			36,137				91,006				(16,895	)			74,111
Services			49,472				(8,264	)			41,208				110,588				(5,401	)			105,187
Total revenues			126,153				(25,755	)			100,398				290,301				(47,479	)			242,822
Cost of revenues:
License			5,907				(1,545	)			4,362				12,379				(3,214	)			9,165
Maintenance and support			16,039				(4,047	)			11,992				34,190				(10,019	)			24,171
Services			38,112				(6,195	)			31,917				79,597				(2,820	)			76,777
Total cost of revenues			60,058				(11,787	)			48,271				126,166				(16,053	)			110,113
Gross profit			66,095				(13,968	)			52,127				164,135				(31,426	)			132,709
Operating expenses:
Research and development			30,024				(4,416	)			25,608				71,580				(9,139	)			62,441
Sales and marketing			38,041				(3,461	)			34,580				99,648				(6,801	)			92,847
General and administrative			24,040				(406	)			23,634				67,786				(726	)			67,060
Stock option review and related costs			—				—				—				6,782				—				6,782
Restructuring and other related costs			1,536				—				1,536				30,648				(1,424	)			29,224
Amortization of intangible assets			1,428				(1,374	)			54				2,854				(2,748	)			106
Gain on sale of technology and other			—				—				—				(1,287	)			—				(1,287	)
Total operating expenses			95,069				(9,657	)			85,412				278,011				(20,838	)			257,173
Operating loss from continuing operations			(28,974	)			(4,311	)			(33,285	)			(113,876	)			(10,588	)			(124,464	)
Interest income			6,345				—				6,345				21,908				—				21,908
Interest expense			(2,434	)			—				(2,434	)			(4,995	)			—				(4,995	)
Other income (expense), net			1,472				—				1,472				1,380				—				1,380
(Impairment)/gain on non-marketable equity securities, net			—				—				—				(120	)			—				(120	)
Loss from continuing operations before provision for income taxes			(23,591	)			(4,311	)			(27,902	)			(95,703	)			(10,588	)			(106,291	)
Income tax expense			1,498				—				1,498				6,544				—				6,544
Net loss from continuing operations			(25,089	)			(4,311	)			(29,400	)			(102,247	)			(10,588	)			(112,835	)
Discontinued operations:
Net income/(loss) from discontinued operations, net of tax			(637	)			4,311				3,674				(6,422	)			10,588				4,166
Gain on sale of discontinued operation			16,455				—				16,455				—				—				—
Impairment of assets of discontinued operations, net of tax			—				—				—				(87,968	)			—				(87,968	)
Net loss		$	(9,271	)		$	—			$	(9,271	)		$	(196,637	)		$	—			$	(196,637	)
Basic and Diluted net loss per share from:
Continuing operations		$	(0.30	)		$	(0.05	)		$	(0.35	)		$	(1.13	)		$	(0.12	)		$	(1.25	)
Discontinued operations		$	0.19			$	0.05			$	0.24			$	(1.05	)		$	0.12			$	(0.93	)
Net loss		$	(0.11	)		$	—			$	(0.11	)		$	(2.18	)		$	—			$	(2.18	)
Shares used in computing basic and diluted net loss per share			82,310								82,310				90,246								90,246

See Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements.

(a) Historical financial information as of and for the six months ended December 31, 2007 has been derived from the unaudited consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007. Historical financial information for the year ended June 30, 2007 has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2007.

(b) Represents initial consideration, comprised of cash proceeds from the sale of $20.0 million and $5.8 million note receivable received from the Company’s sale of Client operations.

(c) Adjustment to eliminate the estimated value of assets and liabilities transferred pursuant to the terms of the sale of the Client operations.

(d) Represents estimated external costs incurred by the Company on the sale of Client operations, including the $2.0 million of transition services expense committed by the Company over the six months following the sale.

(e) Adjustment to reflect the estimated pro forma net gain on the sale of the Company’s Client operations had the sale occurred as of December 31, 2007, which includes balances of assets and liabilities at December 31, 2007 which vary from the balance of assets and liabilities actually transferred as of June 27, 2008, the date of the sale. Therefore, the pro forma gain as of December 31, 2007 is not reflective of our estimated gain that will be recorded as of June 27, 2008.

(f) Adjustments to reflect the reclassification of the Client operations for the six months ended December 31, 2007 and the year ended June 30, 2007 to discontinued operations. The pro forma results do not include an estimated gain on the sale of the discontinued operations that will be recorded in the quarter ended June 30, 2008.