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GREGORY P. STONE (SBN 078329) gregory.stone@mto.com PETER E. GRATZINGER (SBN 228764) peter.gratzinger@mto.com JEFFREY Y. WU (SBN 248784) jeffrey.wu@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. STMICROELECTRONICS N.V.; STMICROELECTRONICS INC., Defendants. Case No. 3:10-cv-05449 RS STIPULATION AND ORDER DESIGNATING CERTAIN DOCUMENTS AS CONFIDENTIAL OUTSIDE COUNSEL ONLY Judge: Hon. Richard Seeborg Special Master: Hon. Vaughn R. Walker (Ret.)

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STIP. AND ORDER DESIGNATING CERTAIN DOCUMENTS OUTSIDE COUNSEL ONLY CASE NO. 3:10-CV-05449
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WHEREAS, STMicroelectronics NV and STMicroelectronics, Inc. (collectively, Defendants) have requested or may request that Rambus produce to them certain documents containing information that may be considered confidential by certain third parties, including the documents listed in Exhibit A to the May 1, 2012 letter from David Pennington to Deirdre Digrande and Jonathan Link, attached hereto as Exhibit A (Exhibit A Documents); WHEREAS, Rambus has requested or may request the production by Defendants of certain documents containing information that may be considered confidential by certain third parties; WHEREAS, certain of those third parties have objected or may object to production of documents containing their potentially confidential information on the grounds that those documents merit designation as Outside Counsel Only; WHEREAS, the Amended Protective Order entered in this litigation does not provide for the designation of information as Outside Counsel Only; NOW, THEREFORE, Defendants and Rambus stipulate and agree as follows: 1. Documents sought to be produced by Defendants to Rambus or by Rambus

to Defendants containing the potentially confidential information of third parties where those third parties have consented to that production on the condition that the documents be granted Outside Counsel Only treatment (the Third Party Confidential Documents) shall be designated and treated as CONFIDENTIAL-OUTSIDE COUNSEL ONLY. The Third Party Confidential Documents may only be used for purposes of this case. In order to facilitate the prompt production of the Third Party Confidential Documents, the Third Party Confidential Documents may only be disseminated to outside counsel for the parties; their staffs; Experts (as that term is defined in the March 14, 2012 Amended Protective Order entered in these actions) who have executed the Agreement to be Bound by Protective Order in the form provided in Exhibit A to the March 14, 2012 Amended Protective Order; the Court and its personnel; court reporters and their staff; the author, or
STIP. AND ORDER DESIGNATING CERTAIN DOCUMENTS OUTSIDE COUNSEL ONLY CASE NO. 3:10-CV-05449

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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. Defendants and Rambus reserve their rights to seek a modification of the CONFIDENTIAL-OUTSIDE COUNSEL ONLY designation of the Third Party Confidential Documents, either by securing the agreement of the affected third parties, or by court order, after review of the Third Party Confidential Documents by outside counsel. 2. Prior to any public disclosure of the previously non-public content of Third

Party Confidential Documents (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 affected third parties with advance notice sufficient to allow them time to take steps to protect the confidentiality of the information contained in the Third Party Confidential Documents. 3. Rambus will seek any consents necessary to produce the Exhibit A

Documents no later than March 19, 2013. 4. Rambus and the Defendants hereby request that this stipulation and order be

approved by the Special Master.

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DATED: March 15, 2013

MUNGER, TOLLES & OLSON LLP

By:

/s/ David H. Pennington David H. Pennington

_______

Attorneys for Plaintiff RAMBUS INC.

DATED: March 15, 2013

QUINN EMANUEL URQUHART & SULLIVAN LLP

By:

/s/ Peter Klivans Peter Klivans

________

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 DOCUMENTS AS CONFIDENTIAL OUTSIDE COUNSEL ONLY. In compliance with Local Civil Rule 5-1(i)(3), I hereby attest that the above-named signatories concur in this filing. /s/ David H. Pennington David H. Pennington _____

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ORDER

Pursuant to the stipulation set forth above, and for good cause shown, IT IS HEREBY ORDERED that: 1. Documents sought to be produced by Defendants to Rambus or by Rambus

to Defendants containing the potentially confidential information of third parties where those third parties have consented to that production on the condition that the documents be granted Outside Counsel Only treatment (the Third Party Confidential Documents) shall be designated and treated as CONFIDENTIAL-OUTSIDE COUNSEL ONLY. The Third Party Confidential Documents may only be used for purposes of this case. In order to facilitate the prompt production of the Third Party Confidential Documents, the Third Party Confidential Documents may only be disseminated to outside counsel for the parties; their staffs; Experts (as that term is defined in the March 14, 2012 Amended Protective Order entered in these actions) who have executed the Agreement to be Bound by Protective Order in the form provided in Exhibit A to the March 14, 2012 Amended Protective Order; 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. Defendants and Rambus reserve their rights to seek a modification of the CONFIDENTIAL-OUTSIDE COUNSEL ONLY designation of the Third Party Confidential Documents, either by securing the agreement of the affected third parties, or by court order, after review of the Third Party Confidential Documents by outside counsel. 2. Prior to any public disclosure of the previously non-public content of Third

Party Confidential Documents (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 affected third parties with advance notice sufficient to allow them time to take

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steps to protect the confidentiality of the information contained in the Third Party Confidential Documents. 3. Rambus will seek any consents necessary to produce the Exhibit A

Documents no later than March 19, 2013.

DATED: March __, 2013

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

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