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Elpida purchase orders for the DRAM products. Since 2010, Apple has been one of Elpidas

largest customers and provides Elpida with a reliable market for its DRAM products.

4. On February 27, 2012, Elpida filed a petition for commencement of corporatereorganization proceedings under the Japan Corporate Reorganization Act (Kaisha Kosei Ho)

(the JCRA) in the Tokyo District Court, Eighth Division (the Tokyo Court). Elpidas

reorganization proceeding (the Japan Proceeding) is currently pending before the Tokyo Court.

5. In March, 2012, soon after the Tokyo Court issued an order to commence theJapan Proceeding, Apple approached Elpida and initiated discussions regarding ensuring a stable

supply of DRAM products from Elpida.

6. On March 30, 2012, Elpida assumed the Supply Agreement in the JapanProceeding, and on the same day, Elpida and Apple entered into a Statement of Work under the

Supply Agreement (the SOW). On April 10, 2012, the SOW was amended and restated (as

amended and restated, the Amended SOW).

7. In connection with the execution of the SOW and to secure Elpidas performanceunder the SOW, on March 30, 2012, Apple and Elpida entered into a security agreement (the

Security Agreement) which was amended and restated on April 10, 2012 (the Amended

Security Agreement).

8. The Amended Security Agreement provides for the pledge by Elpida to Apple of523 patents (265 of which are United States-registered patents)

1to secure Elpidas obligations

under the Amended SOW up to JP4 billion (corresponding to approximately $50 million). The

1 At paragraphs 9, 11, and 12 of the Motion it was indicated that that Elpida pledged 259 United States-registered patents. That number refers to the United States-registered patents for which security interests have beenregistered.

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patents that are not United States-registered patents are registered in Canada, Germany, Japan,

South Korea, and Taiwan, and with the World Intellectual Property Organization.

9. The 523 patents that are subject to the Amended Security Agreement wereselected by Apple and involve technologies related to DRAM and other semiconductor devices

that are used by Elpida or are licensed to third parties to manufacture DRAM products.

10. Prior to the Amended Security Agreement, none of the U.S.-registered patentslisted in the Amended Security Agreement were subject to security interests in favor of any of

Elpidas creditors, including Elpidas U.S. creditors.

11. Elpidas entry into the Amended Security Agreement was a condition for Apple toenter into the Amended SOW with Elpida.

12. Apple is one of Elpidas largest customers, and their continued businessrelationship is imperative to Elpidas ability to reorganize and maximize its enterprise value.

13. On April 13, 2012, the Amended SOW and the Amended Security Agreementwere approved by the Tokyo Court. See certified translation of Application for Approval (24-8)

(Execution of Agreements with Apple Inc.), with seal of approval by the Tokyo Court (the

Japan Application), attached hereto as Exhibit A.2 Prior to the approval by the Tokyo Court,

Elpidas trustees had obtained approval of the Japan Application by the examiner appointed in

the Japan Proceeding. See id.

2 Due to the highly sensitive nature of the Amended SOW, and as set forth more fully in the ForeignRepresentatives Motion To File Under Seal Japanese Application For Approval Attached To Declaration Of Kenji

Morimoto In Support Of Foreign Representatives Motion For Approval Of The Pledge Of Certain United States

Registered Patents To Apple Inc. (the Motion to File Under Seal), filed contemporaneously herewith, it isnecessary that the Japan Application attached to this Declaration be filed under seal in this proceeding (i) because itwas filed under seal before the Tokyo Court and is still subject to the sealing order issued by the Tokyo Court and (ii)to prevent Elpidas or Apples competitors from obtaining access to commercial information. See Motion to FileUnder Seal and Exhibit B attached thereto.

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