Defendant Intel Corporation ("Intel"), in counterclaim against Plaintiff

e.Digital Corporation ("e.Digital"), hereby alleges as follows:

1. Intel is a Delaware corporation organized and existing under the laws

of the State of Delaware with its principal place of business at 2200 Mission

College Blvd., Santa Clara, CA 95054.

2. On information and belief, e.Digital is a Delaware corporation with its

headquarters and principal place of business at 16870 West Bernardo Drive, Suite

120, San Diego, California 92127.

3. Subject to Intel's affirmative defenses and denials, Intel alleges that

this Court has jurisdiction over the subject matter of these Counterclaims under,

without limitation, 28 U.S.C. §§ 1331, 1338(a), 2201, and 2202, and venue for

these Counterclaims is proper in this District.

4. This Court has personal jurisdiction over e.Digital.

5. In its First Amended Complaint, e.Digital asserts that Intel has

infringed at least one claim of U.S. Patent No. 5,839,108 ("the '108 Patent").

6. The '108 Patent is invalid, unenforceable, and/or has not been and is

not infringed by Intel, directly or indirectly, either literally or under the doctrine of

equivalents.

7. Consequently, there is an actual case or controversy between the

parties over the non-infringement, invalidity, and/or unenforceability of the '108

Patent.

8. Intel restates and incorporates by reference its allegations in

Paragraphs 1 through 7 of its Counterclaims.

9. An actual case or controversy exists between Intel and e.Digital as to

whether the '108 Patent is invalid and not infringed by Intel.

Case 3:13-cv-02905-H-BGS Document 26 Filed 05/07/14 Page 7 of 10

Intel's Answer, Affirmative

Defenses & Counterclaims to FAC

13. Intel restates and incorporates by reference its allegations in

Paragraphs 1 through 12 of its Counterclaims.

14. An actual case or controversy exists between Intel and e.Digital as to

whether the '108 Patent is unenforceable.

15. A judicial declaration is necessary and appropriate so that Intel may

ascertain its rights with respect to whether the '108 Patent is unenforceable.

16. Intel requests that the Court enter a declaratory judgment that the '108

Patent is unenforceable against Intel due to the doctrines of laches, estoppel,

waiver, and/or acquiescence.

WHEREFORE, Intel prays for judgment as follows:

A. Holding that e.Digital is not entitled to any relief, whether legal,

equitable, or otherwise, from its suit against Intel;

B. Declaring that Intel does not infringe, either directly or indirectly,

the claims of the '108 Patent;

C. Declaring the claims of the '108 Patent invalid;

D. Declaring the '108 Patent unenforceable;

Case 3:13-cv-02905-H-BGS Document 26 Filed 05/07/14 Page 8 of 10

Intel's Answer, Affirmative

Defenses & Counterclaims to FAC