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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE__________________________________________

)

In re ) Chapter 15)

Elpida Memory, Inc., ) Case No. 12-10947 (CSS)

)

Debtor in a Foreign Proceeding. ) Re: Docket No. 163

__________________________________________)

DECLARATION OF SEIJI NAKASHIMA IN SUPPORT OF

FOREIGN REPRESENTATIVES MOTION

TO APPROVE SALE OF CERTAIN PATENTS TO RAMBUS INC.

I, Seiji NAKASHIMA, hereby declare as follows:

1. I am the head of the Intellectual Property Group of Elpida Memory, Inc (Elpida)and have the title of Vice President. I submit this declaration in support of the Foreign

Representatives Motion to Approve Sale of Certain Patents to Rambus Inc., filed in this case on

September 28, 2012 [Docket No. 163] (the Motion). The facts set forth below are based on my

personal knowledge, my discussions with other members of Elpida and its advisors, or my

review of relevant documents referenced in this declaration. My opinions set forth in this

declaration are based upon my experience, as well as the knowledge I have gained in my position

as the head of the Intellectual Property Group at Elpida. I have been employed at Elpida since

early 2004.

2. The responsibility of Elpidas Intellectual Property Group is to administerintellectual properties, such as patents, copyrights, trademarks, trade secrets, etc.; to conduct

negotiation regarding license agreements; to file registration applications regarding patents,

trademarks, etc.; and to handle other intellectual property matters.

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3. Since 2000, Elpida has licensed certain patents from Rambus in connection withElpidas manufacture of DRAM products, and has also granted a product-design license to

Rambus to allow Rambus to use certain Elpida patents in connection with Rambuss proprietary

product designs. Since January 1, 2010, Elpida and Rambus have been operating under a

Memory Products Patent License Agreement (the License Agreement).

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. As a result of the filing of the Japan Proceeding, Elpida had the right to terminatethe License Agreement pursuant to Article 61, Section 1 of the JCRA. However, instead of

terminating the License Agreement, in the ordinary course Elpida and Rambus entered into

negotiations to amend the License Agreement. As part of these negotiations, Elpida and Rambus

discussed the sale of certain patents to Rambus under a separate agreement.

6. The negotiation between Elpida and Rambus was extensive and protracted, andinvolved, on Elpidas side, myself, Mr. Takemura, and Mr. Yugi, who are all members of

Elpidas Intellectual Property Group, Elpidas trustees and Elpidas counsel, Nagashima Ohno &

Tsunematsu. Although I do not know who was actually involved on Rambus side, my

counterparty with whom I negotiated was mostly Rambuss in-house counsel.

7. These negotiations resulted in the amendment to the License Agreement and in aseparate Patent Purchase Agreement (the PPA) which is the subject of the Motion.

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8. The PPA involves the sale of 40 patent families that involve U.S.-registeredpatents as well as patents registered in Canada, Japan, South Korea and Taiwan (the Rambus

Patents).

9. The selection of the Rambus Patents was made by including the patents thatwould very valuable for Rambus, i.e., the patents which would be useful for Rambus to license to

other parties who use the patented inventions, without imparing Elpidas patent portfolio. The

Rambus Patents are particularly valuable to Rambus because Rambus is in a position to be able

to build a strong portfolio with them while they are redundant of other patents within Elpidas

patent portfolio.

10. Under the PPA, the Rambus Patents are divided into four (4) groups, and Elpidairrevocably sells, assigns, transfers and conveys all of its rights in each group of Rambus Patents

to Rambus on corresponding quarterly payment dates over a period of one year after the effective

date.

11. The PPA also provides that Rambus grants to Elpida and its subsidiaries aworldwide, non-transferable, fully paid-up, royalty-free, irrevocable (subject to certain

carveouts), perpetual (subject to certain carveouts) license (the license-back) in the Rambus

Patents, solely with respect to products made by or on behalf of Elpida.

12. The sale and license-back of patents is a typical method by which licenseagreements are entered into because no one wants to be attacked pursuant to the patents which it

previously held.

13. The PPA was approved by the Tokyo Court on August 10, 2012. See certifiedtranslation of Application for Approval (24-58) (Transfer of Patents and Other Property to

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Rambus), dated August 10, 2012, with seal of approval by the Tokyo Court (the Japan

Application), attached hereto as Exhibit A.1

[INTENTIONALLY LEFT BLANK]

1Due to the sensitive nature of the PPA and other documents attached to the Japan Application filed with

the Tokyo Court, and as set forth more fully in the Foreign Representatives Motion Pursuant To Section 107(B) Of

The Bankruptcy Code, Bankruptcy Rule 9018, And Local Rule 9018-1 For Authority To Redact (A) ForeignRepresentatives Motion To Approve Sale Of Certain Patents To Rambus Inc. And (B) Exhibit A Thereto[Docket

No. 164], it is necessary that the Japan Application attached to this Declaration be filed under seal in this proceeding

(i) to prevent Elpidas, Rambus or Micron Technology, Inc.s competitors from obtaining access to sensitive

commercial information and (ii) because the Japan Application was filed under seal before the Tokyo Court and is

still subject to the sealing order issued by the Tokyo Court (see certified translation of Petition for Restriction of

Inspection, dated August 10, 2012, with seal granting court approval dated August 10, 2012, attached hereto as

Exhibit B).

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