Did the best I could to clean up the format. No analysis, just what was posted on Pacer today. I figure if I am gonna pay for it than I am gonna share it. GLTA

JOINT MOTION TO MODIFY PROTECTIVE ORDER

Case 2:05-cv-00494-TJW Document 91-2 Filed 07/31/2006 Page 1 of 23

1. Electronic data or the factual knowledge of persons or otherwise (and which has been so designated by the producing party) Any CONFIDENTIAL INFORMATION obtained by any party from any person pursuant to discovery in this litigation may be used only for purposes of preparation and litigation of this matter and for no other purpose.

2. Any document or tangible thing containing or including any CONFIDENTIAL INFORMATION may be designated as such by the producing party by marking it “CONFIDENTIAL” (or “CONFIDENTIAL INFORMATION”) prior to or at the time copies are furnished to the receiving party. CONFIDENTIAL INFORMATION meeting the criteria in Paragraph 19 for COUNSEL EYES ONLY CONFIDENTIAL INFORMATION may likewise be so marked.

3. At the request of any party, the original and all copies of any deposition transcript,

in whole or in part, shall be marked “CONFIDENTIAL” (or “CONFIDENTIAL INFORMATION”) or “COUNSEL EYES ONLY CONFIDENTIAL INFORMATION” by the reporter. Any portions so designated shall thereafter be separated and treated in accordance with the terms of this Order.

4. All CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY

CONFIDENTIAL INFORMATION not reduced to documentary, tangible or physical form or which cannot be conveniently designated as set forth in Paragraph 2, shall be designated by the producing party by informing the receiving party of the designation in writing.

5. Any documents (including physical objects) made available for initial inspection

by outside counsel for the receiving party prior to producing copies of selected items shall initially be considered, as a whole, to constitute COUNSEL EYES ONLY CONFIDENTIAL INFORMATION and shall be subject to this Order. Thereafter, the producing party shall have a reasonable time to review and designate the appropriate documents as CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION prior to furnishing copies to the receiving party.

6. The following information is not CONFIDENTIAL INFORMATION:

(a) Any information which at the time of disclosure to a receiving party is in the public domain;

(b) Any information which after disclosure to a receiving party becomes part of the public domain as a result of publication not involving a violation of this Order;

(c) Any information which a receiving party can show was received by it, whether before or after the disclosure, from a source who obtained the information lawfully and under no obligation of confidentiality to the producing party; and

(d) Any information which a receiving party can show was independently developed by it after the time of disclosure by personnel who have not had access to the producing party’s CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION. NO WAIVER OF PRIVILEGE

7. Inspection or production of documents (including physical objects) shall not constitute a waiver of the attorney-client privilege or work product immunity or any other applicable privilege or immunity from discovery if, as soon as reasonably possible after the producing party becomes aware of any inadvertent or unintentional disclosure, the producing party designates any such documents as within the attorney-client privilege or work product immunity or any other applicable privilege or immunity and requests return of such documents to the producing party. Upon request by the producing party, the receiving party shall immediately return all copies of such inadvertently produced document(s). Nothing herein shall prevent the receiving party from challenging the propriety of the attorney-client privilege or work product immunity or other applicable privilege or immunity designation by submitting a written challenge to the Court, provided however that, submitting such written challenge to the Court does not exempt the receiving party from the foregoing obligation to immediately return all copies of such inadvertently produced document(s), except as needed for the challenge and for so long as the challenge be in process, and that unless and until the Court denies the propriety of the attorney-client privilege or work product immunity or other applicable privilege or immunity designation, the receiving party shall comply with that obligation.

NO WAIVER OF CONFIDENTIALITY

8. Any document containing CONFIDENTIAL INFORMATION, but inadvertently not marked as CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION, shall not constitute a waiver as to the confidentiality of that document, if, as soon as reasonably possible after the producing party becomes aware of any inadvertent or unintentional disclosure, the producing party designates any such documents as CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION. Nothing herein shall prevent the receiving party from challenging the propriety of the confidentiality designation by submitting a written challenge to the Court according to Paragraphs 21 and 22.

DISCOVERY RULES REMAIN UNCHANGED

9. Nothing herein shall alter or change in any way the discovery provisions of the Federal Rules of Civil Procedure. Identification of any individual pursuant to this Protective Order does not make that individual available for deposition or any other form of discovery outside of the restrictions and procedures of the Federal Rules of Civil Procedure, the Rules of

Practice for Patent Cases before the Honorable T. John Ward, United States District Court for the Eastern District of Texas (cited as “P.R.”), and the Court’s Deadlines for Docket Control Order and Discovery Order. PERSONS AUTHORIZED TO RECEIVE CONFIDENTIAL INFORMATION

Outside Counsel

10. Outside counsel for a receiving party shall have access to the producing party’s

CONFIDENTIAL INFORMATION and COUNSEL EYES ONLY CONFIDENTIAL INFORMATION. The term “outside counsel” shall mean outside counsel attorneys for the parties working on this litigation, including supporting personnel employed by the attorneys, such as technical advisers, paralegals, legal translators, legal secretary, legal clerk and shorthand reporter, or independent legal translators retained to translate in connection with this action, or independent shorthand and/or video reporters retained to record and transcribe testimony in connection with this action.

Technical Advisers

11. CONFIDENTIAL INFORMATION of a producing party, and such copies as are reasonably necessary for maintaining, defending or evaluating this litigation, may be furnished and disclosed to technical advisers, subject to the requirements of Paragraphs 12-14.

COUNSEL EYES ONLY CONFIDENTIAL INFORMATION of a producing party, and such copies as are reasonably necessary for maintaining, defending or evaluating this litigation, may be furnished and disclosed to technical advisers, subject to the requirements of Paragraphs 12-14. The term “technical adviser” shall mean any outside person who is not currently and has never been during the previous three (3) years employed by, acted as a consultant or advisor (except as an expert witness) for, or otherwise affiliated with the receiving party and their engineering, technical, accounting, or financial support personnel, including, but not limited to, a proposed expert witness or consultant with whom counsel may deem it necessary to consult concerning technical, financial, or other aspects of this case for the preparation or trial thereof.

12. Should counsel for a receiving party find it necessary for maintaining, defending or evaluating this litigation to disclose a producing party’s CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION to a technical adviser or a member of the technical adviser`s staff, who function to provide engineering, technical, accounting or financial expertise in support of the technical advisers, the receiving party shall first give written notice to the producing party, who shall have five (5) business days after such notice is given (plus its three (3) business days if notice is given other than by hand delivery, e-mail transmission or facsimile transmission) to object in writing. If any party needs and requests an additional period of time (such as an additional week) to serve an objection, such request for an extension will not be unreasonably withheld. The party desiring to disclose CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION to a technical adviser shall provide the curriculum vitae of such individual and shall include the following information about such individual in the

foregoing written notice:

(a) Business address;

(b) Business title;

(c) Business or profession;

(d) Any previous or current relationship (personal or professional) with any of the parties; and

(e) A listing of other cases in which the individual has testified (at trial or deposition), and all companies with which the individual has consulted or by which the individual has been employed, within the last four years.

13. No CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY

CONFIDENTIAL INFORMATION shall be disclosed to such technical adviser until after the expiration of the foregoing notice period. The notice requirements of paragraph

12 regarding the provision of information about technical advisers shall apply to all professionals working at the direction of counsel, whether testifying experts or consulting experts only, as well employees of such technical advisers who provide technical, engineering, accounting or financial support services. The notice requirement set forth in paragraph 12 shall not apply to outside counsel.

14. If, however, during the notice period the producing party serves an objection upon the receiving party desiring to disclose CONFIDENTIAL INFORMATION or COUNSEL

EYES ONLY CONFIDENTIAL INFORMATION to the technical adviser, there shall be no disclosure of CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY

CONFIDENTIAL INFORMATION to such individual pending resolution of the objection.

The objection of the producing party objecting to disclosure of CONFIDENTIAL

INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION to the individual shall include an explanation of the basis of its objection, and consent to the disclosure of CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION to the individual shall not be unreasonably withheld. If a producing party objects to the disclosure of CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION to a technical adviser, the receiving party shall then have five (5) business days after such objection is served (plus its three (3) business days if the objection is served other than by hand delivery, e-mail transmission or facsimile transmission) to respond to the objection. The producing party shall then have five (5) business days after such response is served (plus its three (3) business days if response is served other than by hand delivery, e-mail transmission or facsimile transmission) to file an objection with the court and seek disqualification of the technical adviser or other appropriate relief, if the parties cannot

come to an agreement. If any party needs and requests an additional period of time (such as an additional week) to serve a response or an objection, such request for an extension will not be unreasonably withheld. If the producing party fails to file an objection within the prescribed period, then any objection to the technical adviser is waived, and any CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION may be thereafter disclosed to such individual. No document designated by a producing party as CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION shall be disclosed by a receiving party to a technical adviser until after the individual has signed the Confidentiality Agreement appended hereto as Attachment A stating that he or she has read and understands this Order and agrees to be bound by its terms. Such written agreement shall be retained by counsel for the receiving party, and will be provided to the producing party upon request following conclusion of the litigation.

Employees of Parties

15. Subject to the requirements set forth in this Order, including those of Paragraphs

10-11 and 19-20, CONFIDENTIAL INFORMATION of a producing party, but not COUNSEL EYES ONLY CONFIDENTIAL INFORMATION, may be disclosed by outside counsel for a receiving party, to individuals who are employees of such receiving party, including in-house counsel, with responsibility for maintaining, defending or evaluating this litigation (and supporting personnel). This paragraph does not permit any information to be shown to an employee who is subject to the PROSECUTION BAR of Paragraph 20, nor does it alter or waive the PROSECUTION BAR of Paragraph 20.

16. Should counsel for a receiving party find it necessary for maintaining, defending or evaluating this litigation to disclose a producing party’s CONFIDENTIAL INFORMATION to an individual identified in Paragraph 15, counsel for the receiving party shall first obtain from such individual a Confidentiality Agreement, in the form attached hereto as Attachment A, stating that he or she has read and understands this Order and agrees to be bound by its terms. Such written agreement shall be retained by counsel for the receiving party, and will be provided to the producing party upon request following conclusion of the litigation.

Data Processing Vendors and Graphics/Trial Consultants

17. Subject to the requirements set forth in this Order, including those of Paragraphs

10-11 and 19-20, CONFIDENTIAL INFORMATION and COUNSEL EYES ONLY

CONFIDENTIAL INFORMATION of a producing party, and such copies as are reasonably necessary for maintaining, defending or evaluating this litigation, may be furnished and disclosed to data processing vendors; graphics or design services retained by counsel for purposes of preparing demonstrative or other exhibits for deposition, trial, or other court proceedings in this action; or non-technical jury or trial consulting services, including mock jurors. The term “data processing vendor” means any person (and supporting personnel) who is a member or staff of an outside data entry or data processing entity employed or retained by a receiving party or its counsel and who is assisting in the development or use of data retrieval systems in connection with this action.

18. Should counsel for a receiving party find it necessary for maintaining, defending or evaluating this litigation to disclose a producing party’s CONFIDENTIAL

INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION to any 10 of the persons or services described in Paragraph 17, counsel for the receiving party shall first obtain from such person or service a written Confidentiality Agreement, in the form attached hereto as Attachment A. Such written agreement shall be retained by counsel for the receiving party, but need not be disclosed to the producing party. INFORMATION DESIGNATED COUNSEL EYES ONLY CONFIDENTIAL INFORMATION

19. CONFIDENTIAL INFORMATION may be additionally designated

COUNSEL EYES ONLY CONFIDENTIAL INFORMATION (by labeling it COUNSEL ONLY or ATTORNEY’S EYES ONLY or OUTSIDE ATTORNEY’S EYES ONLY or similar designation clearly transmitted in writing to the other parties). The COUNSEL EYES ONLY CONFIDENTIAL INFORMATION designation is reserved for CONFIDENTIAL INFORMATION that constitutes proprietary financial or technical or commercially sensitive competitive information that the producing party maintains as highly confidential in its business, including information obtained from a nonparty pursuant to a current Nondisclosure Agreement (“NDA”), information relating to future products not yet commercially released, strategic plans, technical documents that would reveal trade secrets, and license or settlement agreements or related communications, the disclosure of which is likely to cause harm to the competitive position of the producing party. Documents designated COUNSEL EYES ONLY CONFIDENTIAL INFORMATION and contents thereof shall be available only to outside counsel for the parties, the technical advisers who are assisting them, data processing vendors and graphics and trial consultants as set forth in Paragraph 17, subject to the requirements for disclosure to such persons provided for in this Order.

PROSECUTION BAR

20. Any person who receives any document designated as CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION shall not prosecute or prepare any patent application or otherwise pursue patent rights in the fields of microprocessor or microcontroller technology on behalf of a party to this action from the time of receipt of such information through and including one (1) year following the first to occur of (a) entry of a final non-appealable judgment or order in this action as to such party; or (b) the complete settlement of all claims against such party in this action (``the PROSECUTION BAR``). In addition, any agents or employees of Technologies Properties Limited, Inc. subject to the PROSECUTION BAR of this paragraph, including but not limited to outside counsel, in-house counsel, technical advisors, or data processing vendors, shall not have any substantive involvement in the prosecution or preparation of any applications filed, or claiming priority from any application filed, prior to one (1) year following the entry of a final non-appealable judgment or order or the complete settlement of all claims against all parties in this action, including without limitation, any amendments, reissues, reexaminations and foreign counterparts of the

foregoing applications.

CHALLENGES TO CONFIDENTIALITY DESIGNATIONS

21. The parties will use reasonable care when designating documents or information as CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION (whether marked ATTORNEYS’ EYES ONLY, HIGHLY CONFIDENTIAL, or RESTRICTED CONFIDENTIAL-OUTSIDE COUNSEL EYES ONLY). Nothing in this Order shall prevent a receiving party from contending that any or all documents or information designated as CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION have been improperly designated. A receiving party may at any time request that the producing party cancel or modify the confidentiality designation with respect to any document or information contained therein.

22. A party shall not be obligated to challenge the propriety of a CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION designation at the time made, and a failure to do so shall not preclude a subsequent challenge thereto. Such a challenge shall be written, shall be served on counsel for the producing party, and shall particularly identify the documents or information that the receiving party contends should be differently designated. The parties shall use their best efforts to resolve promptly and informally such disputes. If agreement cannot be reached, the receiving party shall request that the Court cancel or modify a CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION designation. Unless and until the Court cancels or modifies any such designation, the receiving party shall treat the subject documents or information according to such designation pursuant to the terms of this Order.

LIMITATIONS ON THE USE OF CONFIDENTIAL INFORMATION AND COUNSEL ONLY CONFIDENTIAL INFORMATION

23. CONFIDENTIAL INFORMATION and COUNSEL EYES ONLY

CONFIDENTIAL INFORMATION shall be held in confidence by each person to whom it is disclosed, shall be used only for purposes of this litigation, shall not be used for any other purpose, and shall not be disclosed to any person who is not entitled to receive such information as herein provided. All produced CONFIDENTIAL INFORMATION and COUNSEL EYES ONLY CONFIDENTIAL INFORMATION shall be carefully maintained so as to preclude access by persons who are not entitled to receive such information. However, nothing in this Order shall prevent any court reporter, videographer, mediator, or their employees, or the Court,

any employee of the Court or any juror from reviewing any evidence in this case for the purpose of these proceedings. Further, nothing in this Order shall impact one way or another on the admissibility of any document or other evidence at any hearing or at trial. Court reporters and videographers not employed by the Court must execute a written Confidentiality Agreement, in the form attached hereto as Attachment A. Except as may be otherwise ordered by the Court, any person may be examined as

a witness at depositions and trial and may testify concerning all CONFIDENTIAL INFORMATION and COUNSEL EYES ONLY CONFIDENTIAL INFORMATION of which such person has prior knowledge. Without in any way limiting the generality of the foregoing:

(a) A present director, officer, and/or employee of a producing party may be examined and may testify concerning all CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION which has been produced by that party;

(b) A former director, officer, agent and/or employee of a producing party may be interviewed, examined and may testify concerning all CONFIDENTIAL INFORMATION and COUNSEL EYES ONLY CONFIDENTIAL INFORMATION of which he or she has prior knowledge, including any CONFIDENTIAL INFORMATION and COUNSEL EYES ONLY CONFIDENTIAL INFORMATION that refers to matters of which the witness has personal knowledge, which has been produced by that party and which pertains to the period or periods of his or her employment; and (c) Non-parties may be examined or testify concerning any document containing CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION of a producing party which appears on its face or from other documents or testimony to have been received from or communicated to the non-party as a result of any contact or relationship with the producing party, or a representative of such producing party. Any person other than the witness, his or her attorney(s), and any person qualified to receive CONFIDENTIAL INFORMATION

or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION under this Order shall be excluded from the portion of the examination concerning such information, unless the producing party consents to persons other than qualified recipients being present at the examination. If the witness is represented by an attorney who is not qualified under this Order to receive such information, then prior to the examination, the attorney shall be requested to provide a Confidentiality Agreement, in the form of Attachment A hereto, that he or she will comply with the terms of this Order and maintain the confidentiality of CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION disclosed during the course of the examination. In the event that such attorney declines to sign such a Confidentiality Agreement, prior to the examination, the parties, by their attorneys, shall jointly seek a protective Order from the Court prohibiting such attorney from disclosing such CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION. (d) In addition to the restrictions on the uses of all types of CONFIDENTIAL INFORMATION set forth in this Order, including those of Paragraphs 10-11 and 19-20, the following shall apply to use of documents a party has designated COUNSEL EYES ONLY CONFIDENTIAL INFORMATION (whether RESTRICTED CONFIDENTIAL-OUTSIDE COUNSEL EYES ONLY or CONFIDENTIAL-ATTORNEYS’ EYES ONLY or other like label) at a deposition:

(i) A witness who previously had access to a document designated COUNSEL EYES ONLY CONFIDENTIAL INFORMATION, but who is now under a present non-disclosure agreement with the producing party that covers that document, may be shown the document if a copy of this protective order is attached to any subpoena or notice or request served on the witness for the deposition; and the witness is advised on the record of the existence of the protective order and that the protective order requires the parties to keep confidential any questions, testimony or documents that are designated as CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION.

(ii) The witnesses may not copy, take notes on or retain copies of any

CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION used or reviewed at the deposition. The witness may not take out of the deposition room any exhibit that is marked CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION. The producing party of any CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION used at the deposition may also require that the transcript and exhibits not be copied by the witness or his counsel, that no notes may be made of the transcript or the exhibits, and that the transcript and exhibits may only be reviewed by the witness in the offices of one of the outside counsel representing a party in this case (or another firm acting for one of the outside counsel representing a party in his case and under the supervision of one of the lawyers who is bound by the terms of the order). All transcripts of depositions, exhibits, answers to interrogatories, pleadings,

briefs, and other documents submitted to the Court which have been designated as

CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL

INFORMATION or which contain information so designated, shall be filed in sealed envelopes or other appropriate sealed containers on which shall be endorsed the title of this matter, an indication of the nature of the contents of such sealed envelope or other container, the words “CONFIDENTIAL [OR COUNSEL EYES ONLY] INFORMATION – UNDER PROTECTIVE ORDER” and a statement substantially in the following form: This envelope contains confidential information filed in this case by (name of party) and is not to be opened nor the contents thereof to be displayed or revealed except by order of the Court presiding over this matter. Nothing in this Order shall prohibit the transmission or communication of CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL

INFORMATION between or among qualified recipients (a) by hand-delivery;

(b) in sealed envelopes or containers via the mails or an established freight,

delivery or messenger service; or (c) by telephone, telegraph, facsimile or other electronic transmission system; where, under the circumstances, there is no reasonable likelihood that the transmission will be intercepted or misused by any person who is not a

qualified recipient.

CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY

CONFIDENTIAL INFORMATION shall not be copied or otherwise reproduced by a receiving party, except for transmission to qualified recipients, without the written permission of the producing party, or, in the alternative, by further order of the Court. Nothing herein shall, however, restrict a qualified recipient from making working copies, abstracts, digests and analyses of CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION for use in connection with this litigation and such working copies, abstracts, digests and analyses shall be deemed to be the same level of CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION under the terms of this Order as the original documents upon which such work product was based. Further, nothing herein shall restrict a qualified recipient from converting or translating CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION into machine readable form for incorporation into a data retrieval system used in connection with this action, provided that access to CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION, in whatever form stored or reproduced, shall be limited to qualified recipients.

NONPARTY USE OF THIS PROTECTIVE ORDER

28. A nonparty producing information or material voluntarily or pursuant to a subpoena or a court order may designate such material or information in the same manner and shall receive the same level of protection under this Protective Order as any party to this lawsuit.

29. A nonparty’s use of this Protective Order to protect its CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION does not entitle that nonparty access to CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION produced by any party in this case.

DISCOVERY FROM EXPERTS

30. Testifying experts used for any purpose other than an advice of counsel defense shall not be subject to discovery on any draft of his or her report in this case that was written by the testifying expert or his or her staff and such draft reports, notes or outlines for draft reports developed and drafted by the testifying expert and/or his or her staff are also exempt from discovery.

31. Discovery of materials provided to testifying experts used for any purpose other than an advice of counsel defense shall be limited to those materials, facts, consulting expert opinions, and other matters actually relied upon by the testifying expert in forming his final report, trial or deposition testimony or any opinion in this case. No discovery can be taken from any consulting expert except to the extent that consulting expert has provided information, opinions or other materials to a testifying expert not used for an advice of counsel defense, who then relies upon such information, opinions or other materials in forming his final report, trial or deposition testimony or any opinion in this case.

32. No conversations or communications between counsel and any testifying or consulting expert used for any purpose other than an advice of counsel defense will be subject to discovery unless the conversations or communications are relied upon by such experts in formulating opinions that are presented in reports or trial or deposition testimony in this case.

33. Materials, communications and other information exempt from discovery under the foregoing Paragraphs shall be treated as attorney-work product for the purposes of this litigation and protective order.

MISCELLANEOUS PROVISIONS

34. Any of the notice requirements herein may be waived, in whole or in part, but only by a writing signed by the attorney of record for the party against whom such waiver will be effective.

35. Within sixty (60) days after the entry of a final non-appealable judgment or order,

or the complete settlement of all claims asserted against all parties in this action, each party shall, at its option, either return to the producing party or destroy all physical objects and documents which embody CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION which were received from the producing party, and shall destroy in whatever form stored or reproduced, all other physical objects and documents, including but not limited to, correspondence, memoranda, notes and other work product materials, which contain or refer to CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION; provided, that all CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION, not

embodied in physical objects and documents, shall remain subject to this Order. Notwithstanding the foregoing, counsel shall be entitled to maintain copies of all pleadings, motions and trial briefs (including all supporting and opposing papers and exhibits thereto), written discovery requests and responses (and exhibits thereto), deposition transcripts (and exhibits thereto) trial transcripts, and exhibits offered or introduced into evidence at trial.

36. This Order is entered without prejudice to the right of any party to apply to the Court at any time for additional protection, or to relax or rescind the restrictions of this Order, when convenience or necessity requires. The Court shall take appropriate measures to protect CONFIDENTIAL INFORMATION and COUNSEL EYES ONLY CONFIDENTIAL INFORMATION at trial and any hearing in this case.

37. The United States District Court for the Eastern District of Texas, Marshall Division, is responsible for the interpretation and enforcement of this Protective Order. All disputes concerning CONFIDENTIAL INFORMATION or COUNSEL EYES ONLY CONFIDENTIAL INFORMATION produced under the protection of this Protective Order shall be resolved by the United States District Court for the Eastern District of Texas, Marshall Division.

SO AGREED AND STIPULATED:

By: /s/ Roger L. Cook (by permission John

Shumaker)

S. Calvin Capshaw, State Bar No. 03783900

BROWN McCARROLL, LLP

ccapshaw@mailbmc.com

1127 Judson Road, Suite 220

P.O. Box 3999

Longview, Texas 75601-5157

Telephone: (903) 236-9800

Facsimile: (903) 236-8787

By: /s/David J. Healey

Texas State Bar No. 09327980

david.healey@weil.com

Weil, Gotshal & MangeS LLP

700 Louisiana St., 16th Floor

Telephone: (713) 546-5000

Telecopier: (713) 224-9511

DAVID J. LENDER

JONES AND JONES INC., P.C.

Franklin Jones, Jr. (State Bar No. 00000055)

201 West Houston Street, P.O. Drawer 1249

Marshall, TX 75671-1249

Telephone: (903) 938-4395

Facsimile: (903) 938-3360

maizieh@millerfirm.com

IRELAND CARROLL AND KELLEY, P.C.

Otis W. Carroll, State Bar No. 03895700

nancy@icklaw.com

6101 South Broadway, Suite 500

P.O. Box 7879

Tyler, Texas 75711

Telephone: (903) 561-1600

Facsimile: (903) 561-1071

TOWNSEND and TOWNSEND and CREW

LLP

Roger L. Cook, CA State Bar No. 55208

rlcook@townsend.com

Eric P. Jacobs, CA State Bar No. 88413

epjacobs@townsend.com

Byron W. Cooper, CA State Bar No. 166578

bwcooper@townsend.com

Iris S. Mitrakos, CA State Bar No. 190162

ismitrakos@townsend.com

Two Embarcadero Center, 8th Floor

San Francisco, California 94111

Telephone: (415) 576-0200

Facsimile: (415) 576-0300

Attorneys for Plaintiff

TECHNOLOGY PROPERTIES LIMITED, INC.

david.lender@weil.com

MATTHEW ANTONELLI

matthew.antonelli@weil.com

WEIL, GOTSHAL & MANGES LLP

767 Fifth AvenueNew York, NY 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

ATTORNEYS FOR DEFENDANTS

Matsushita Electrical Industrial Co., Ltd.

Panasonic Corporation of North America

JVC Americas Corporation

/s/ Scott F. Partridge (by permission John

Shumaker)

Scott F. Partridge

Baker Botts LLP

910 Louisiana

Suite 3000 One Shell Plaza

Houston, TX 77002-4995

Phone: (713)229-1569

Fax: (713)229-7769

scott.partridge@bakerbotts.com

ATTORNEY FOR DEFENDANTS

Toshiba America Consumer Products, LLC

/s/ Guy Harrison (by permission John Shumaker)

Guy Harrison

gnharrison@att.net

Attorney at Law

217 N. Center

Longview, TX 75601

Telephone: (903)758-7361

Facsimile: (903)753-9557

Of Counsel:

ason@foley.com

FOLEY & LARDNER LLP

3000 K Street, N.W.

Toshiba America, Inc.

Toshiba Corporation

Toshiba America Electronic Components, Inc.

Toshiba America Information Systems, Inc.

Washington, D.C. 20007

Ph: (202)672-5300

FAX: (202) 672-5403

ATTORNEYS FOR DEFENDANTS

NEC Electronics America, Inc.

NEC Display Solutions of America, Inc.

NEC Solutions (America), Inc.

NEC Unified Solutions, Inc.

NEC Corporation

NEC America, Inc.

IT IS SO ORDERED, with the consent of the parties, this __________of _____, 2006.

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