The PeopleSoft Inc. (PSFT) director who has been leading the defense of the software company's antitakeover measures said Tuesday the company's board is willing to talk about a deal with rival Oracle Corp. (ORCL)

On the stand for the second day in a Delaware court trial, PeopleSoft director Steven Goldby said German software company SAP AG was the chief beneficiary of the long-running takeover fight between the two companies.

PeopleSoft's board would be willing to talk about an Oracle acquisition now if the price was right and there was a "high certainty" that a deal could close quickly, Goldby said.

His statements came as Pleasanton, Calif.-based PeopleSoft seeks to preserve some of its last remaining protections against the $7.7 billion hostile takeover bid its rival launched in June 2003.

Thursday's ouster of Chief Executive Craig Conway (search), an outspoken foe of Oracle's proposal, sparked speculation that PeopleSoft's board might be inclined to do a deal.

In public statements, however, PeopleSoft directors have remained adamant in their opposition to Oracle's proposal, now priced at $21 a share.

Oracle, which is based in Redwood City, Calif., is on the offensive in the Delaware Chancery Court case, seeking a ruling invalidating PeopleSoft's corporate antitakeover measures.

They include a special customer program that it says adds a $2 billion liability to the deal.

Oracle executives of have also said they don't consider the money-back guarantee customer program to be a substantial impediment to a deal.

The program calls for Oracle to continue to support PeopleSoft products if it buys the company, or face claims for two times to five times the money customers spent.

Goldby said the customer program was crafted chiefly to make sure PeopleSoft could continue writing new business in spite of the threat of an Oracle takeover.

"The financial health of our business depended on customer confidence" that PeopleSoft products would get long-term support, he said.

Shares of PeopleSoft were at $22.90 late Tuesday morning, up 70 cents, or 3.2 percent, on heavy volume on the Nasdaq Stock Market.

Oracle shares were at $12.03, up 16 cents, or 1.4 percent, on the Nasdaq.