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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 Facsmile: (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 Plaintiff RAMBUS INC. UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION RAMBUS INC., Plaintiff, v. LSI CORPORATION, Defendant. RAMBUS INC., Plaintiff, v. STMICROELECTRONICS N.V.; STMICROELECTRONICS INC., Defendants. Judge: Hon. Richard Seeborg Special Master: Hon. Vaughn R. Walker (Ret.) Case No. 3:10-cv-05449 RS Case No. 3:10-cv-05446 RS STIPULATION AND ORDER DESIGNATING CERTAIN AGREEMENTS AS CONFIDENTIAL OUTSIDE COUNSEL ONLY

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STIP. AND ORDER DESIGNATING CERTAIN AGREEMENTS OUTSIDE COUNSEL ONLY CASE NOS. 3:10-CV-05446, 3:10-CV-05449

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WHEREAS, LSI and STMicro (collectively, Defendants) have requested that Rambus produce to them certain agreements between Rambus and: (1) NVIDIA; (2) Broadcom; (3) MediaTek; (4) Freescale; and (5) Samsung (collectively, the Third Parties), namely: (1) the February 2012 Settlement Agreement between NVIDIA and Rambus,

and the Patent License Agreement that is Exhibit A thereto; (2) the December 2011 Settlement Agreement between Rambus and Broadcom,

and the Patent License Agreement that is Exhibit A to the Settlement Agreement thereto; (3) the January 2012 Settlement and Patent License Agreement between

Rambus and MediaTek; (4) the January 2011 Settlement Agreement between Rambus and Freescale,

and the Patent License Agreement that is Exhibit A thereto; (5) the January 2010 Settlement Agreement between Rambus and Samsung, and

the Patent License Agreement that is Exhibit A thereto; WHEREAS, the above-listed agreements all specify that they may be disclosed only under certain terms and conditions including that the disclosure of the agreements be limited by protective order to outside counsel; NOW, THEREFORE, Defendants and Rambus stipulate and agree as follows: 1. The agreements listed above shall be designated and treated as

CONFIDENTIAL-OUTSIDE COUNSEL ONLY. The listed documents may only be used for purposes of this case. In order to facilitate the prompt production of the listed documents, the documents may only be disseminated to outside counsel for the parties; their staffs; the Court and its personnel; court reporters and their staff; the author, or recipient of the documents or a custodian or other person who otherwise possessed the documents; and shall otherwise be treated as Highly Confidential under the terms of the March 14, 2012 Amended Protective Order entered in these actions. These restrictions do not apply to portions of the agreements that were previously disclosed publicly in
STIP. AND ORDER DESIGNATING CERTAIN AGREEMENTS OUTSIDE COUNSEL ONLY CASE NOS. 3:10-CV-05446, 3:10-CV-05449

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Rambuss SEC filings. Defendants reserve their rights to seek a modification of the CONFIDENTIAL-OUTSIDE COUNSEL ONLY designation of the above-listed agreements, either by securing the agreement of Rambus and the Third Parties, or by court order, after review of those agreements by outside counsel. 2. Prior to any public disclosure of the previously non-public content of the

agreements (e.g., in court hearings or at trial), to the extent such public disclosure is otherwise permitted by the terms of the Amended Protective Order in this action, the party intending to make such public disclosure shall provide opposing counsel and the Third Parties with advance notice sufficient to allow them time to take steps to protect the confidentiality of the agreement(s). 3. Rambus and the Defendants hereby request that this stipulation and order be

approved by the Special Master.

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STIP. AND ORDER DESIGNATING CERTAIN AGREEMENTS OUTSIDE COUNSEL ONLY CASE NOS. 3:10-CV-05446, 3:10-CV-05449

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DATED: November 9, 2012

MUNGER, TOLLES & OLSON LLP

By:

/s/ David H. Pennington David H. Pennington

_______

Attorneys for Plaintiff RAMBUS INC.

DATED: November 9, 2012

KILPATRICK TOWNSEND & STOCKTON LLP

By:

/s/ Robert J. Artuz Robert J. Artuz

Attorneys for Defendant LSI CORPORATION DATED: November 9, 2012 K&L GATES LLP

By:

/s/ Deirdre M. Digrande Deirdre M. Digrande

________

Attorneys for Defendants STMICROELECTRONICS N.V. and STMICROELECTRONICS INC.

Filers Attestation I, David H. Pennington, am the ECF user whose identification and password are being used to file this STIPULATION AND ORDER DESIGNATING CERTAIN AGREEMENTS AS CONFIDENTIAL OUTSIDE COUNSEL ONLY. In compliance with General Order 45.X.B., I hereby attest that the above-named signatories concur in this filing. /s/ David H. Pennington David H. Pennington _____

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STIP. AND ORDER DESIGNATING CERTAIN AGREEMENTS OUTSIDE COUNSEL ONLY CASE NOS. 3:10-CV-05446, 3:10-CV-05449

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ORDER

Pursuant to the stipulation set forth above, and for good cause shown, IT IS HEREBY ORDERED that: 1. The agreements listed above shall be designated and treated as

CONFIDENTIAL-OUTSIDE COUNSEL ONLY. The listed documents may only be used for purposes of this case. In order to facilitate the prompt production of the listed documents, the documents may only be disseminated to outside counsel for the parties; their staffs; the Court and its personnel; court reporters and their staff; the author, or recipient of the documents or a custodian or other person who otherwise possessed the documents; and shall otherwise be treated as Highly Confidential under the terms of the March 14, 2012 Amended Protective Order entered in these actions. These restrictions do not apply to portions of the agreements that were previously disclosed publicly in Rambuss SEC filings. Defendants reserve their rights to seek a modification of the CONFIDENTIAL-OUTSIDE COUNSEL ONLY designation of the above-listed agreements, either by securing the agreement of Rambus and the Third Parties, or by court order, after review of those agreements by outside counsel. 2. Prior to any public disclosure of the previously non-public content of the

agreements (e.g., in court hearings or at trial), to the extent such public disclosure is otherwise permitted by the terms of the Amended Protective Order in this action, that party intending to make such public disclosure shall provide opposing counsel and the Third Parties with advance notice sufficient to allow them time to take steps to protect the confidentiality of the agreement(s).

DATED: November ___, 2012

Hon. Vaughn R. Walker (Ret.) Special Master

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STIP. AND ORDER DESIGNATING CERTAIN AGREEMENTS OUTSIDE COUNSEL ONLY CASE NOS. 3:10-CV-05446, 3:10-CV-05449