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(All parties and counsel listed on Signature Page)

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION

RAMBUS INC., Plaintiff, v. LSI CORPORATION, Defendant.

Case No. 3:10-cv-05446 RS JOINT CASE MANAGEMENT STATEMENT [Civil L.R. 16-9] Date: Time: Judge: December 20, 2012 1:30 p.m. Hon. Richard Seeborg Courtroom 3, 17th Floor

RAMBUS INC., Plaintiff, v. STMICROELECTRONICS N.V.; STMICROELECTRONICS INC., Defendants.

Case No. 3:10-cv-05449 RS

Case Nos. 10-cv-05446 & 10-cv-05449 RS

JOINT CASE MANAGEMENT STATEMENT

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Plaintiff Rambus Inc. (Rambus) and Defendants LSI Corporation (LSI) and STMicroelectronics N.V. and STMicroelectronics Inc. (collectively, STMicro) hereby submit this Joint Case Management Statement. I. STATUS OF LITIGATION A. Claim Construction

The Court held a claim construction hearing on August 29, 2012, and issued its claim construction order on September 26, 2012. B. Defendants' Motion to Limit the Number of Asserted Claims

Defendants filed a joint Motion to Limit the Number of Asserted Claims on October 24, 2012. The Motion will be heard on December 20, 2012. C. Written Discovery

The parties have been producing documents and proceeding with written discovery. D. Plaintiffs Motion to Compel Discovery on Defendants Worldwide Sales

On June 6, 2012, Rambus moved to compel, inter alia, Defendants production of worldwide sales of their respective accused products. After considering the papers submitted by the parties, the Special Master ordered LSI and STMicro to present corporate witnesses to address sales of their accused products. Rambus took the depositions of LSI's and STMicro's corporate representatives on November 8 and November 14, 2012, respectively. 1. Rambuss Position

Rambus contends that Defendants have thus far failed to produce information on worldwide sales. Instead, they have produced information regarding only those sales of accused products that they have identified, based on criteria of their choosing as U.S. sales. Rambus should be afforded discovery allowing it to investigate what sales of accused products have a sufficient U.S. nexus to be liable for direct patent infringement. Moreover, Defendants may be liable for induced infringement due to sales of accused products outside the United States that are subsequently imported into the United States by their customers. See 3Com Corp. v. D-Link Systems, Inc., No. C 03-2177 VRW, 2007 WL 949596, at *3 (N.D. Cal. Mar. 27, 2007). Worldwide sales are also relevant to various other issues including the calculation of a reasonable
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royalty and the secondary consideration of nonobviousness based on commercial success. See id.; Boeing Co. v. United States, 86 Fed. Cl. 303, 319 (Fed. Ct. Cl. 2009). Although Judge Walker held that Defendants corporate designees should address both sales in the United States and worldwide, tr. (June 27, 2012) at 81:16-18, the witnesses produced by Defendants failed to inform themselves on these topics and the depositions did not provide Rambus with the discovery of worldwide sales information to which it is entitled. Rambus disagrees with Defendants interpretation of Judge Walkers written order as set forth below. Indeed, as the language quoted below by Defendants itself makes clear, Judge Walker imposed no geographic limitation on information regarding products manufactured, sold or offered for sale by Defendants, while indicating that, with respect to importation, they need only produce information regarding products imported into the United States. Rambus intends to revisit this issue with Judge Walker in the first instance. 2. Defendants Position

Defendants maintain their position that their non-U.S. sales are not relevant in this case because Rambuss asserted U.S. Patents covered only activities (e.g., making, using, selling or importing) that took place within the U.S. See 35 U.S.C. 271(a). Additionally, Rambus misrepresents Judge Walkers Order regarding Rambuss motion to compel the production of worldwide sales information. Although, during oral argument, Judge Walker considered requiring Defendants to produce worldwide sales information including documents, his final written order was much narrower. Particularly, his Order directed Defendants to provide only Rule 30(b)(6) testimony relating to, for example, the identity of the products manufactured, sold, imported into the United States or offered for sale by the defendants that contain a DRAM memory controller. June 28, 2012 Order, C.A. No. 3:10-cv-5446-RS (Dkt. No. 97 at 2). Defendants Rule 30(b)(6) witnesses were prepared to testify regarding the subject matter identified in Judge Walkers Order. Contrary to Rambuss assertions, Judge Walkers Order did not open up unfettered discovery on Defendants worldwide sales. Id. Defendants are prepared to oppose any renewed motion by Rambus that seeks worldwide sales information.

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E.

LSIs Motion to Strike Rambuss Infringement Contentions

On October 4, 2011, Rambus served its Disclosure of Asserted Claims and Infringement Contentions on each of the Defendants. On June 13, 2012, Rambus served an Amended Disclosure of Asserted Claims and Infringement Contentions on LSI that added additional accused products. LSI did not oppose Rambuss motion to amend its infringement contentions. On July 13, 2012 Defendant LSI moved to strike Rambuss infringement contentions for failure to comply with Patent L.R. 3-1. That motion was heard by Judge Walker on September 14, 2012. Although a hearing was conducted regarding LSIs motion and other motions, Judge Walker never issued a ruling on LSIs motion. On November 19, 2012, Judge Walker informed the parties that any motions regarding the adequacy of Rambuss infringement contentions would have to be brought before Judge Seeborg. If Rambus and LSI cannot reach agreement regarding the adequacy of Rambuss infringement contentions, LSI intends to renew its motion before Judge Seeborg. F. Production of Additional Privilege Piercing Documents

On December 7, 2011, the Court entered the Order Regarding the Production of Privileged Documents Previously Ordered Produced, following the parties' joint submission stipulating to entry of the order. That Order did not address documents that had been produced in prior litigation by certain of Rambuss outside counsel and certain deposition transcripts of outside counsel. Rambus has sought consent from the law firms at issue to produce their documents in this litigation subject to an appropriate court order. Defendants do not believe that it is necessary for Rambus to obtain consents from its own prior counsel. The parties have been meeting and conferring on the scope of a supplemental stipulation and order. If the parties are unable to agree on the scope of a supplemental stipulation and order, they intend to seek the assistance of the Special Master on any areas of disagreement. G. Alternative Dispute Resolution

Rambus and LSI participated in a mediation before Judge Edward Infante of JAMS on December 6, 2012. Rambus and STMicro participated in a mediation before Judge William Cahill of JAMS on December 12, 2012. The mediations were not successful in resolving any of
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the issues in this litigation. Should the Court have further questions regarding the mediations, he parties will be prepared to address the status of settlement discussions at the case management conference. II. PROPOSED SCHEDULE A. Rambuss Statement

Rambus proposes the following schedule for further litigation events: Close of fact discovery: Initial expert reports: Rebuttal expert reports: Close of expert discovery: File dispositive motions: April 26, 2013 May 10, 2013 June 10, 2013 July 12, 2013 July 26, 2013

Pretrial conference for unclean hands trial: August 15, 2013 Unclean hands trial: Pretrial conference for patent trial: Patent trial: B. Defendants' Statement August 26-27, 2013 October 10, 2013 October 28, 2013

At the January 12, 2012 CMC, Defendants requested that the Court set a phased trial with Defendants' unclean hands defense tried first. At the conference, the Court indicated that it was premature to decide when and how the spoliation issue would be tried. Defendants respectfully renew their request that the Court set a phased trial schedule with the unclean hands defense tried first, and Rambus's response indicates that it agrees with this concept too. Because Defendants unclean hands defense is likely to be dispositive of Rambus' claims with respect to the FarmwaldHorowitz patents, Defendants believe that a phased trial is efficient and will conserve significant party and Court resources. A July 2012 decision in the ITC matter involving Rambus and Defendants LSI and STMicro demonstrates that a trial of the unclean hands issue is likely to be dispositive of Rambus's claims under the Farmwald-Horowitz patents, which are the only asserted patents not subject to the Court's stay. On July 31, 2012, the ITC issued its Commission Opinion in Inv. No.
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337-TA-753 (the "753 Investigation"). In the '753 Investigation, Administrative Law Judge Essex found the asserted Rambus patents unenforceable due to Rambus's spoliation.1 The International Trade Commission upheld the ALJ's March 2, 2012 Initial Determination. The ALJ's Initial Determination followed an evidentiary hearing during which the ALJ heard testimony from numerous witnesses on the spoliation issues. The ALJ's opinion analyzed the evidence in light of the standard set forth by the Federal Circuit in Micron Tech., Inc. v. Rambus Inc., 645 F.3d 1311 (Fed. Cir. 2011) ("Micron II"), and Hynix Semiconductor Inc. v. Rambus Inc., 645 F.3d 1336 (Fed. Cir. 2011) ("Hynix II"). In light of the applicable standard set by the Federal Circuit and based on the evidence submitted, the ALJ found that "Rambus' litigation campaign clearly contemplated the wholesale destruction of documents and Rambus executed this destruction in bad faith." ITC Inv. No. 337-TA-753, March 2, 2012 ID at 316. The ALJ also found that "the degree of prejudice resulting from Rambus' spoliation is severe because the Respondents are forced to rely on 'incomplete and spotty evidence.'" Id. at 316. Based on these findings, the ALJ held that unenforceability was the most appropriate sanction for Rambus's spoliation. Id. Although the Barth patents at issue in the ITC proceeding are currently stayed in this proceeding, the underlying facts that resulted in the ALJ's finding of unenforceability substantially overlap with the facts which Defendants intend to rely upon to support their unclean hands defense with respect to the Farmwald-Horowitz patents. As Rambus apparently concedes, holding a phased trial with spoliation to be tried first makes good sense and is the only practical way to proceed. Other courts that have considered the unclean hands defense have set a phased trial schedule too. In Micron Technology, Inc. v. Rambus Inc. (Case No. 00-cv-792-SLR, D. Del.), and Hynix Semiconductor Inc. v. Rambus Inc. (Case No. 00-20905 RMW, N.D. Cal.), the courts each ordered a phased trial schedule with the unclean hands defense tried first. Defendants propose the following schedule, with respect to discovery and trial on their unclean hands defense:

The Barth patents asserted both in this action and in Inv. No. 337-TA-753 are U.S. Patent Nos. 6,470,405; 6,591,353; and 7,287,109.
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Close of fact discovery: Dispositive motion cut-off: Trial on unclean hands defense:

March 13, 2013 April 12, 2013 May 20, 2013

This schedule will permit Defendants to file motions regarding the collateral estoppel effect of other court's decisions regarding spoliation prior to the trial. The principle scheduling dispute between the parties pertains to whether fact and expert discovery regarding all aspects of the case should take place prior to the unclean hands trial or whether the discovery should initially focus only on the unclean hands defense. Because the unclean hands defense is case-dispositive with respect to the Farmwald-Horowitz patents, there is no need for the Court to set additional dates for further litigation events. The only efficient solution is to first focus discovery on the unclean hands trial because it may resolve the case. And Defendants have proposed a May trial date to facilitate this. It is Rambus, not Defendants, who is asking to push that date back based on scheduling conflicts. But the fact that Rambus has scheduling conflicts with a May trial date is not a reason to force counsel to engage in discovery and motion practice on aspects of the case that will become moot if the Court finds in Defendants' favor on unclean hands. Rambus also asks to limit the trial to a couple of days and to rely in large part on the prior trial record. This request should be rejected. As ALJ Essex found, issues of credibility are critical to resolution of the unclean hands defense and assessing Rambus's bad faith. ITC Inv. No. 337-TA-753, March 2, 2012 ID at 266, 270-311 ("The ALJ notes the presence of an additional, fifth factor that weighs in favor of a finding of bad faith: the lack of credibility and dishonesty shown by many of Rambus' witnesses."). As a result, the Court should hear live testimony so that it can assess the facts and the credibility of Rambus's witnesses. Rambus's proposed duration of just a few days for the trial is inadequate too and is substantially less time than other courts have allocated to trial of the unclean hands defense.2

The ITC hearing lasted eight days, during which the ALJ heard testimony from eight witnesses relating to Rambus spoliation of documents. In addition, the Micron unclean hands trial was five days, and the Hynix unclean hands trial was nine days.
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3

Finally, even if the Court were inclined to schedule additional litigation deadlines, Rambuss proposed schedule for aspects of the case other than unclean hands does not provide sufficient time for the parties to complete fact and expert discovery and prepare dispositive motions relating to all the claims and defenses at issue in this case.3 C. Rambuss Response

Defendants argue that their unclean hands defense should be addressed in a separate, early trial phase. Rambus agrees that this Court should take a fresh look at these issues and arrive at its own conclusions. Even so, this will be an expedited proceeding and can be completed in no more than a couple of days. These issues have been tried on several occasions, with differing results each time, but the essential point is that the trial record has been fully developed. Indeed, the Defendants themselves took extensive spoliation-related discovery during the ITC matter that they cite above, and were able to try spoliation as just a small part of an eight-day trial focused on infringement and validity of multiple patents, as well as a number of other issues. The parties for this trial can start from that trial record and supplement it to whatever limited extent, if any, they believe is appropriate given the issues in this case and the identity and roles of the parties. To the extent that Defendants file motions for collateral estoppel on certain issues, as they indicate they may do, and to whatever extent they are successful, their success would only serve to further narrow the issues to be tried and the time required for trial. Rambus agrees that it would be appropriate to set the unclean hands trial for as early a date as possible. Given the prior trial commitments of Rambuss counsel, which conflict with the date Defendants propose for this trial, Rambus suggests that this trial should be set for a couple of days in late August or early September, consistent with the Courts schedule. That will allow the Court sufficient time to decide the unclean hands issues and then to proceed to trial on patent infringement issues on October 28, 2013, as Rambus suggests.

LSI further notes in response to Rambus's response below that LSI has asserted a defense of unclean hands in this case and that defense encompasses Rambuss misconduct at JEDEC including, for example, its failure to disclose its claimed intellectual property.
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Defendants assertion, relying on the ALJs opinion at the ITC, that such a trial is likely to be dispositive of Rambuss claims with respect to the Farmwald-Horowitz patents, is misplaced. To the contrary, even if the Court were to find that Rambus spoliated documents, which Rambus believes it will not, it is highly unlikely that the Court would find that casedispositive sanctions were appropriate. As the Federal Circuit has made clear, upon a finding of spoliation, [t]he district court must select the least onerous sanction corresponding to the willfulness of the destructive act and the prejudice suffered by the victim. Micron Tech. Inc. v. Rambus Inc., 645 F.3d 1311, 1329 (Fed. Cir. 2011) (internal quotation marks and citation omitted). In Micron, the Federal Circuit vacated the dismissal sanction the district court had imposed and remanded for the district court to reconsider whether Rambus had acted in bad faith, whether Micron was prejudiced, and the appropriate sanction (if any). (The issues have been briefed, but the district court has not yet ruled.) In Hynix, the Federal Circuit held that Judge Whyte had applied an incorrect standard in analyzing Hynixs spoliation defense after the first trial. Hynix Semiconductor Inc. v. Rambus Inc., 645 F.3d 1336 (Fed. Cir. 2011). On remand, Judge Whyte recently held that Rambus had spoliated certain documents, while acknowledging the possibility that Rambus did not destroy any evidence that would have been beneficial to Hynixs litigation position. Order on Remand, Hynix Semiconductor Inc. v. Rambus Inc., Case No. C-00-20905, Dkt. # 4160 ( 9/21/12), at 64. Judge Whyte further found that Hynix had only shown that it may have been prejudiced by Rambuss alleged destruction of JEDEC-related documents and not by the destruction of any other categories of documents. Id. at 61 (emphasis added). Hynix had raised Rambus alleged nondisclosure at JEDEC of patent-related information relating to the SDRAM and DDR SDRAM memory standards as a defense. Judge Whyte ruled that, in light of the fact that Rambuss patents are otherwise valid and that Rambuss spoliation . . . did not involve intentional destruction of particular damaging documents, an appropriate sanction was not to dismiss the claims but to strike from the record any evidence supporting a royalty in excess of a reasonable and non-discriminatory (RAND) rate. Id. at 64-65. The parties were directed to brief what a RAND royalty would be, and that briefing recently concluded.
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In this case, LSI has not even raised Rambuss alleged non-disclosure of patents to JEDEC as a defense in its Answer. And, unlike Hynix, LSI and STMicro were not members of the JEDEC committee that was standardizing the relevant memory devices and do not design or manufacture the standardized memory devices. Even if Defendants could show that their defenses were somehow prejudiced by Rambuss alleged spoliation in this case, it is difficult to see how a case-dispositive sanction could be justified. In light of the unlikelihood of casedispositive sanctions, it would be inefficient for other aspects of this case to be put on hold as Defendants request pending resolution of their unclean hands defense. Indeed, discovery on all aspects of the case has been moving forward and there is no reason to change course now.

Respectfully submitted, DATED: December 13, 2012 MUNGER, TOLLES & OLSON LLP By: /s/ Peter A. Detre Gregory P. Stone (SBN 078329) gregory.stone@mto.com Katherine K. Huang (SBN 219798) katherine.huang@mto.com Peter E. Gratzinger (SBN 228764) peter.gratzinger@mto.com Keith R.D. Hamilton (SBN 252115) keith.hamilton@mto.com David H. Pennington (SBN 272238) david.pennington@mto.com MUNGER, TOLLES & OLSON LLP 355 South Grand Avenue, 35th Floor Los Angeles, CA 90071-1560 Telephone: (213) 683-9100 Facsimile: (213) 687-3702 Peter A. Detre (SBN 182619) peter.detre@mto.com MUNGER, TOLLES & OLSON LLP 560 Mission Street, 27th Floor San Francisco, CA 94105 Telephone: (415) 512-4000 Facsimile: (415) 512-4077 Attorneys for RAMBUS INC.

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Case Nos. 10-cv-05446 & 10-cv-05449 RS

KILPATRICK TOWNSEND & STOCKTON LLP

By: /s/ David. E. Sipiora David E. Sipiora (SBN 124951) dsipiora@kilpatricktownsend.com Daniel S. Young (pro hac vice) dyoung@kilpatricktownsend.com John D. Cadkin (pro hac vice) jcadkin@kilpatricktownsend.com 1400 Wewatta Street, Suite 600 Denver, CO 80202 Telephone: (303) 571-4000 Facsimile: (303) 571-4321 Robert John Artuz (SBN 227789) rartuz@kilpatricktownsend.com 1080 March Rd. Menlo Park, CA 94025 Telephone: (650) 326-2400 Facsimile: (650) 326-2422 Attorneys for Defendant and Counterclaim Plaintiff LSI CORPORATION K&L GATES LLP

By: /s/ Michael J. Bettinger Michael J. Bettinger (SBN 122196) mike.bettinger@klgates.com Stephen M. Everett (SBN 121619) stephen.everett@klgates.com Curt Holbreich (SBN 168053) curt.holbreich@klgates.com Elaine Y. Chow (SBN 194063) elaine.chow@klgates.com Deirdre M. Digrande (SBN 199766) Deirdre.digrande@klgates.com Four Embarcadero Center, Suite 1200 San Francisco, CA 94111 Tel: (415) 882-8200 Fax: (415) 882-8220 Attorneys for STMICROELECTRONICS N.V. and STMICROELECTRONICS, INC.

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Filers Attestation I, Peter A. Detre, am the ECF user whose identification and password are being used to file this JOINT CASE MANAGEMENT STATEMENT. In compliance with General Order 45.X.B., I hereby attest that the above-named signatories concur in this filing. DATED: December 13, 2012 /s/ Peter A. Detre

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