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PRESS RELEASES

November 21, 2003

Onyx Believes its Open Proposal to Acquire Pivotal Remains Superior to All Public Offers

BELLEVUE, Wash--(BUSINESS WIRE)--Nov. 21, 2003--Onyx® Software Corp. (Nasdaq:ONXS - News), a worldwide leader in successful CRM, today reiterated that its proposal to the Pivotal Board of Directors remains open. Onyx believes that a definitive agreement would be completed by the end of the first week of December.

"While Onyx is positioned to thrive on its own, the strong synergies resulting from adding the positive assets of Pivotal into our business could further enhance the opportunity to create value for both companies' shareholders," said Brent Frei, Onyx Software CEO. "For nearly a decade we've delivered industry-recognized technology and services that have helped organizations of all sizes achieve positive ROI and business impact from CRM. We believe that no company or organization is better positioned to deliver value for Pivotal customers than Onyx."

ONYX BELIEVES ITS PROPOSAL PROVIDES SUPERIOR VALUE TODAY

Under the terms of the proposal, the companies would be combined on the basis of 0.475 shares of Onyx Software common stock for each common share of Pivotal Corporation, or approximately 12.5 million shares of Onyx. The Onyx proposal values Pivotal shares at approximately $2.25 per share, based on the $4.73 closing price of Onyx common stock on November 11, 2003. That value is approximately $2.40 based on the average closing price of $5.067 for Onyx common stock over the thirty day period ended November 11, 2003. Based on yesterday's closing price of $4.19 for Onyx common stock, the Onyx proposal values Pivotal shares at approximately $1.99. These values compare favorably to the Talisma offer valued at $1.78 per Pivotal share.

In the seven trading sessions since Onyx Software's announcement, the NASDAQ trading volume in Pivotal stock exceeded 11.2 million shares and 1.3 million shares were traded on the Toronto Stock Exchange -- all at prices in excess of the existing $1.78 Talisma offer -- strongly indicating that the financial community believes that the Onyx proposal is superior. "Shareholders who preferred Talisma's lower cash offer could have and may yet be able to sell their shares for $1.78 or higher," said Brian Henry, Onyx Software Executive VP and CFO. "Buyers of Pivotal shares in these recent sessions clearly believe that value of the stock is greater than $1.78."

ONYX BELIEVES ITS PROPOSAL OFFERS SUPERIOR PROSPECTS FOR THE FUTURE

Onyx Software's proposal:

  • Offers Pivotal shareholders and employees equity participation in what would be the second largest pure play CRM vendor
  • Is expected to result in synergies leading to incremental quarterly profits and cash flows to the combined entity that Onyx believes could approach $2 million as early as one to two full quarters following the acquisition
  • Does not require financing as a condition
  • Would result from a definitive agreement that would be completed in the first week of December
  • Is expected to be completed in the first calendar quarter of 2004
  • Puts Pivotal assets with Onyx -- a company that has delivered better operating performance and equity valuation
The Onyx proposal offers both Pivotal and Onyx shareholders the opportunity to benefit from a complementary geographic presence and market segment focus that's unique to the proposed Onyx-Pivotal combination. In addition, the combination is expected to provide significant potential cost savings resulting from the elimination of organizational overlaps.

About Onyx Software
Onyx Software Corp. (Nasdaq:ONXS - News), a worldwide leader in delivering successful CRM, offers a fast, cost-effective, usable solution that shares critical information among employees, customers and partners through three role-specific, Web services-based portals. The Onyx approach delivers real-world success by aligning CRM technology with business objectives, strategies and processes. Companies rely on Onyx across multiple departments to create a superior customer experience and a profitable bottom line. Onyx serves customers worldwide in a variety of industries, including financial services, healthcare, high technology and the public sector. Customers include Amway, United Kingdom lottery operator Camelot, Delta Dental of California, Microsoft Corporation, Mellon Financial Corporation, The Regence Group, State Street Corporation and Suncorp. More information can be found at 888-ASK-ONYX or info@onyx.com.

This communication is not a solicitation of a proxy from any security holder of Pivotal Corporation or Onyx Software Corporation. Nor is this communication an offer to purchase nor a solicitation of an offer to sell securities. Any offer will be made only through an exchange offer statement, information circular, proxy statement or similar document. Investors and security holders are strongly advised to read such document regarding the proposed business combination referred to in this communication, if and when such document is filed and becomes available, because it will contain important information. Any such document would be filed by Onyx Software Corporation with the U.S. Securities and Exchange Commission (SEC). Investors and security holders may obtain a free copy of such document (if and when filed and available) and other relevant documents related to the proposed business combination on the SEC's web site at: (www.sec.gov). Any such document and related materials may also be obtained for free by directing such requests to Onyx at 425-451-8060. Onyx Software Corporation and its executive officers and directors may be deemed to be participants in the solicitation of proxies from Pivotal Corporation and Onyx Software Corporation security holders in favor of the proposed transaction, should Onyx Software Corporation solicit such proxies. Information regarding the security ownership and other interests of Onyx Software Corporation's executive officers and directors will be included in any such exchange offer statement, information circular, proxy statement or similar document.

Forward-Looking Statement
This press release contains forward-looking statements, including statements about the ability of Onyx to deliver value for Pivotal customers, the success of current Pivotal customers with their CRM deployments, the likelihood that Pivotal customers will migrate to Onyx products, the merits of the Onyx proposal relative to the Talisma offer, the anticipated cost savings and expected revenues of the combined Onyx/Pivotal entity, the amount of positive cash flow that would be generated by the combined entity and the timing of commencement of same, the anticipated time in which the transaction would be closed, Onyx's view of the financial market's perception of the stock prices of each company and the potential benefit to Pivotal shareholders of the transaction. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. The words "believe," "expect," "intend," "anticipate," variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Factors that could affect Onyx's actual results include, but are not limited to the risk that the transaction does not come to fruition, the risk that the combined entity does not produce the benefits or realize the costs savings that Onyx anticipates, the risk that Onyx is unable to successfully integrate the two entities in a timely manner, the risk that the attention of Onyx's management is diverted from the operation of its core business and the "Important Factors That May Affect Our Business, Our Results of Operations and Our Stock Price" described in our quarterly report on form 10-Q for the period ended September 30, 2003. Readers are cautioned not to place undue reliance upon these forward-looking statements that speak only as to the date of this release. Onyx undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

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Onyx is a registered trademark of Onyx Software Corp. in the United States and other countries. Other product or service names mentioned herein are the trademarks of their respective owners.

Contact: Rosemary Moothart
Investor Relations Director
Onyx Software
(425) 519-4068
Reidy Communications
Mary Erickson
605-325-3286 (Press Contact)

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MEDIA CONTACTS
Americas / Corporate Headquarters
Mitch Briggs Public Relations Coordinator
Consona Corporation
Telephone: 317.249.1620
Mobile: 317.829.4210

Europe, Middle East, Africa
Richard Furby
Managing Director, Onyx UK
Telephone: +44 (0) 1344 322 199
Fax: +44 (0) 1344 489 035

Japan
Daisuke Sawamura
Director, Professional Services
Telephone: +81 03 5215 7311



Contact: 1.888.ASK.ONYX (1.888.275.6699) or info@onyx.com

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