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EXHIBIT B

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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In re Chapter 15 Elpida Memory, Inc., Case No. 12-10947 (CSS) Debtor in a Foreign Proceeding.

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THE STEERING COMMITTEE OF THE AD HOC GROUP OF BONDHOLDERS OF ELPIDA MEMORY, INC.'S FIRST REQUEST FOR THE PRODUCTION OF DOCUMENTS TO ELPIDA MEMORY, INC. PURSUANT TO BANKRUPTCY RULES 7026 AND 7034 CONCERNING RAMBUS PATENT MOTION
Pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure (the "Federal Rules"), as made applicable herein by Rules 7026, 7034 and 9014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), the Steering Committee of the Ad Hoc Group of Bondholders (the "Bondholders") ofElpida Memory, Inc. hereby requests that Elpida (defined below) produce documents responsive to the following requests by 10:00 a.m. on October 5, 2012 at the offices of White & Case LLP, 1155 Avenue ofthe Americas, New York, New York 10036, Attn: Lydia Lin.

DEFINITIONS
l. "And" and "or" shall be construed either disjunctively or conjunctively as

necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope. 2. "Any," "all" and "each" shall be construed broadly, and shall mean each, any and

all as necessary to bring within the scope of the discovery request all responses that might otherwise be construed to be outside of its scope.

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3.

"Chapter 15 Case" shall mean the above-captioned chapter 15 case of Elpida

under the U.S. Bankruptcy Code pending before the Delaware Bankruptcy Court. 4. "Communication" shall mean the transmittal of information (in the form of facts,

ideas, inquiries or otherwise) including, without limitation, all discussions, dialogues, conversations, interviews, negotiations, cablegrams, mailgrams, telegrams, telexes, cables, correspondence, facsimiles, electronic mail, or other forms of written or verbal interchange, however transmitted, including, without limitation, reports, notes, memoranda, lists, agenda, proposals, opinions and other documents and records of communication. 5. "Concerning," "referencing," "in connection with," "relating to," and "referring

to" shall be construed to mean, without limitation, relating to, referring to, describing, evidencing, constituting, discussing, supporting, pertaining to, containing, analyzing, evaluating, studying, recording, showing, memorializing, reporting on, commenting on, mentioning, reviewed in conjunction with, setting forth, contradicting, refuting, considering or recommending, in whole or in part. 6. "Delaware Bankruptcy Court" shall mean the United States Bankruptcy Court for

the District of Delaware. 7. "Document" shall be construed to have the broadest meaning permitted under the

Federal Rules and the Bankruptcy Rules, and shall include, without limitation, all originals, copies (if the originals are not available), non-identical copies (whether different from the original because of underlining, editing marks, notes made on or attached to such copy or otherwise) and drafts, whether printed or recorded through a sound, video or other electronic, magnetic or digital recording system, or reproduced by hand, including, without limitation, letters, correspondence, telegrams, telexes, memoranda, records, summaries of personal

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conversations or interviews, minutes or records or notes of meetings or conferences, note pads, notebooks, postcards, "Post-It" notes, stenographic notes, notes, notebooks, opinions or reports of financial advisors or consultants, opinions or reports of experts, projections, financial or statistical statements or compilations, contracts, agreements, appraisals, analyses, purchase orders, confirmations, publications, articles, books, pamphlets, circulars, microfilm, microfiche, reports, studies, logs, surveys, diaries, calendars, appointment books, maps, charts, graphs, bulletins, photostats, speeches, data sheets, pictures, photographs, illustrations, blueprints, films, drawings, plans, tape recordings, videotapes, disks, diskettes, data tapes or readable computerproduced interpretations, or transcriptions thereof, electronically transmitted messages ("email"), voice-mail messages, interoffice communications, advertising, packaging and promotional materials or any other writings, papers, and tangible things of whatever description whatsoever, including, without limitation, any information contained in any computer, even if not yet printed out. 8. "Elpida" shall mean Elpida Memory, Inc. and its advisors and other

representatives, including its trustees in the Japan Proceeding. 9. "Elpida U.S. Assets" shall mean all property ofElpida's estate within the

territorial jurisdiction of the United States from the Petition Date to the present, including (without limitation) stock ofElpida USA; accounts receivable from Elpida USA; patents registered in the United States; license or sublicense or other agreements involving United States patents, patent applications, or intellectual property rights; bank accounts; and intercompany accounts.

I 0.

"Elpida USA" shall mean Elpida Memory (USA) Inc.

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11.

"Including" shall mean including, without limitation, or in any way qualifying,

limiting or restricting the foregoing. 12. "Intercompany Account" shall mean any account receivable, debit or credit by or

between Elpida and any of its affiliates or subsidiaries. 13. "Japan Proceeding" shall mean the insolvency proceeding ofElpida currently

pending before the Eighth Civil Division of the Tokyo District Court in Japan. 14. 15. "Micron" shall mean Micron Technology, Inc. and its representatives. "Person" shall mean any natural person or any business, legal, or governmental

entity or association. 16. 17. 18. "Petition Date" shall mean March 19, 2012. "Rambus" shall mean Ram bus Inc. and its representatives. "Rambus Patent Motion" shall mean the Foreign Representatives' Motion to

Approve Sale of Certain Patents to Rambus Inc., dated September 28,2012 [Dkt. No. 163]. 19. "Rambus Transaction Documents" shall mean the agreements referenced in the

Rambus Patent Motion and all agreements related thereto. 20. 21. 22. "TDC" shall mean the court presiding over the Japan Proceeding. "U.S. Bankruptcy Code" shall mean title 11 ofthe United States Code. "You" and "Your" shall mean Elpida or Elpida's.

INSTRUCTIONS
1. Pursuant to Bankruptcy Rules 90 14( c) and 7026 and Federal Rule 26( e), these

requests for production shall be deemed continuing in nature so as to require you to file supplementary responses if you obtain new or different information up to and including the time of any hearing or trial in the Chapter 15 Case. 2. You are to produce the original and all non-identical copies, including all drafts,

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of each document requested. If you are not able to produce the original of any document, please produce the best available copy and all non-identical copies, including all drafts of each document requested. 3. When documents, data, knowledge, or information in your possession are

requested, such request includes the knowledge of your attorneys, accountants, agents, representatives, experts and any professional employed or retained by you, concerning any of the facts or issues involved in the Chapter 15 Case. 4. Each request herein extends to all documents and communications in the

possession, custody or control of you or anyone acting on your behalf. A document is deemed to be in your possession, custody or control if it is in your physical custody, or if it is in the physical custody of any other Person and you: (a) own such document in whole or in part; (b) have a right, by contract, statute or otherwise, to use, inspect, examine or copy such document on any terms; (c) have an understanding, express or implied, that you may use, inspect, examine, or copy such document on any terms; or (d) as a practical matter, have been able to use, inspect, examine, or copy such document when you sought to do so. If any requested document was, but no longer is, in your control, state the disposition of each such document. 5. In responding to each request, you are to review and search all relevant files of

appropriate entities and individuals. 6. All document requests shall be deemed to include requests for any and all

transmittal sheets, cover letters, enclosures or any other annexes or attachments to the documents.

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7.

Notwithstanding anything else to the contrary herein, each word, term or phrase is

intended to have the broadest meaning permitted under the Federal Rules and the Bankruptcy Rules. 8. Each request shall be construed conjunctively or disjunctively as necessarr to

make the request inclusive rather than exclusive. Any request propounded in the singular shall also be read as if propounded in the plural and vice versa. Any request propounded in the present tense shall also be read as if propounded in the past tense and vice versa. 9. Any ambiguity in a discovery request shall be construed to bring within the scope

of the discovery request all responses that otherwise could be construed to be outside of its scope. 10. The documents responsive to this request shall be produced in such a fashion as to

indicate clearly the (a) identity of the party making such production and (b) the identity of the file from which the documents were produced, and shall include bates numbers. 11. The documents responsive to this request shall be produced as they have been

kept in the usual course of business or shall be organized and labeled to correspond with the enumerated categories in this request. 12. If any document is withheld under any claim of privilege or other protection,

including, without limitation, attorney-client privilege and attorney work product, you should provide the following information with respect to such document: (a) (b) the date of the document; the name of its author(s) or preparer(s) and an identification by employment and title of each such individual;

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(c)

the title and description of the document sufficient to identify it without revealing the information for which privilege or other protection is claimed;

(d) (e)

the claim of privilege or other protection under which it is withheld; and a description of the subject matter of the document in sufficient detail to support your contention that the document is privileged or otherwise protected.

13.

If any document responsive to these requests is known to have existed and cannot

now be located, or has been destroyed or discarded, set forth a complete statement of the circumstances surrounding such loss or destruction, including: (a) a description of the document, including the date, a summary of its contents and the identity of its author and the individual(s) to whom it was sent or shown; (b) (c) (d) (e)
(f)

the last known custodian; whether the document is missing or lost or was destroyed or discarded; the date of loss, destruction or discard; the manner of destruction or discard; the reason(s) for destruction or discard; the individual(s) authorizing or carrying out such destruction or discard; and

(g)

(h) 14.

the efforts made to locate lost or misplaced documents.

If after exercising due diligence to secure them, you cannot provide some or any

of the requested documents, so state and provide all documents to the extent possible, specifying

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the reason for your inability to produce the remainder of the documents, and stating whatever information or knowledge you have concerning each document not produced. 15. If any requested document or other document potentially relevant to this case is

subject to destruction under any document retention or destruction program, the document should be exempted from any scheduled destruction and should not be destroyed until the conclusion of the Chapter 15 Case unless otherwise permitted by the Court. 16. If an objection is made to any request, state your objection and the ground or

grounds with particularity in your written response. If an objection is made only to part of the request, identify that part in your written response and state your objection and the grounds. 17. An objection or claim of privilege or other protection directed to part of a request

does not constitute an excuse for failure to respond to the parts of a request for which no objection or claim of privilege or other protection is made. 18. Documents shall be produced electronically and in the following format: (a) E-mails and Electronic Documents Other Than Spreadsheets or Databases: E-mails shall be produced as single-page TIFF images with accompanying full text and load file (OAT). Metadata fields included with the load file shall include BegBates, EndBates, BegAttach, EndAttach, From, To, CC, BCC, DateSent, TimeSent, EMail_ Subject, Author, Title, Custodian, DateCreated, TimeCreated, EntryiD, FileDescription, Filename, Filesize, MD5Hash, Attach, DateLastMod, TimeLastMod, PgCount, NativeFile and OCRPath. (b) Spreadsheets and Databases: Spreadsheets and databases shall be produced in native or pdf form.

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(c)

Hard Copy Documents: Hard copy documents shall be produced as single-page TIFF images with accompanying full OCR text and load file (OAT). Any TIFF images produced shall consist of (i) single-page, black and white, 300dpi group IV TIFF images with extension ".tif"' and (ii) searchable text files, named after the bates number of the document, with extension ".txt" and compatible with Concordance. Load files shall, to the extent practicable, contain the corresponding text that is extracted from the electronic file, not generated as an OCR file from the .tiffimage(s). TIFF images may not be compressed using JPEG compression. For instances in which the original file is in color and the color is necessary for interpretation of the document (charts, pictures. etc.), produce medium quality JPEG in place of single page tiff file. Metadata shall be provided in a delimited file with a ".dat" file extension and ASCII 020 and 254 delimiters for column break and text qualifier. The first line shall be the header with field names, and each subsequent line shall contain the fielded data for each document. The Bondholders reserve the right to seek production of any document in its native form
if~

after production in TIFF

format, it is determined that a native form production is necessary. 19. Unless otherwise indicated in a particular request, the time period covered by

these requests is from January 1, 2011 to the present date and shall encompass all documents and information concerning in whole or in part such period, or events or circumstances during such period, even though dated, prepared, generated or received prior to that date.

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DOCUMENT REQUESTS
1. Documents sufficient to show the identities of all persons involved in the

negotiation, drafting or approval of the Rambus Transaction Documents. 2. Copies of all agreements concerning Elpida U.S. Assets (including with respect to

the transfer of ownership or control, disposition, or imposition of any security interest therein), including the Rambus Transaction Documents, including (a) the License Agreement referenced in paragraph 6 of the Ram bus Patent Motion, (b) the amendment to the License Agreement referenced in paragraph 8 of the Motion, and (c) the cross-license agreements referenced in paragraph 28 ofthe Motion. 3. All communications between Elpida and/or Rambus and/or Micron concerning

the Rambus Transaction Documents, including the negotiation thereof, including all communications concerning the negotiations referenced in paragraphs 7, 8 and 27 ofthe Rambus Patent Motion. 4. All communications with Rambus concerning the Rambus Patent Motion or the

Delaware Bankruptcy Court. 5. Documents sufficient to show how "certain patents" were selected to be sold to

Rambus, as referenced in paragraph 8 of the Rambus Patent Motion, and the value of each such patent and any licenses to each such patent, including all documents (a) supporting the assertion in paragraph 9 of the Motion that "the value of the patents that are being transferred to Rambus is de minimis when compared to the value of Elpida' s entire patent portfolio as a whole," (b) supporting the assertion in paragraph 15 of the Motion that the "portfolio of assets" being sold "was not material to [Elpida' s] estate," and (c) concerning the "unique nature of the assets being sold" referenced in paragraph 12 of the Motion.

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6.

All documents concerning the "consideration, both monetary and non-monetary"

to be received by Elpida, as referenced in paragraph 25 of the Rambus Patent Motion, including all documents (a) concerning the price redacted in paragraph 8 of the Rambus Patent Motion, including negotiations thereof; (b) supporting the-assertion in footnote 2 ofthe Motion that "[i]t is not possible to separate or carve-out the value of the United States registered patents;" and (c) supporting the assertion in paragraph 11 of the Motion that "Rambus is providing Elpida with more consideration than any other purchaser will be able to provide, with less cost to the estate. Elpida and its advisors believe that xxxxxx xxxxxx. is fair and reasonable consideration for the patents and that entry into the PPA will improve Elpida's business relationship with a licensor of patented technology that is relevant to Elpida's ongoing business operations." 7. Documents sufficient to show any payments Elpida has made to Rambus pursuant

to the License Agreement referenced in paragraph 6 of the Ram bus Patent Motion or the License Agreement amendment referenced in paragraph 8 of the Motion from _January I, 20 I 0 to the present. 8. All documents supporting the assertion in paragraph 25 of the Rambus Patent

Motion that '"[t]he Foreign Representatives have the responsibility to protect and preserve Elpida's assets for the benefit of Elpida's creditors, and, have determined, in their business judgment. that the best means of doing so is through a private sale of the patents to Rambus pursuant to the PPA," including all documents supporting the assertion in paragraph 20 of the Rambus Patent Motion that "the sale will have no negative effect on Elpida's ongoing business operations," including any board or meeting minutes, any presentations made concerning the Ram bus Transaction Documents, and the analyses of patent sales referenced in paragraph 26 of the Motion.

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9.

All documents sufficient to show any agreements, plans or intentions for Elpida's

use of proceeds from the transactions set forth in the Ram bus Transaction Documents. 10. Copies of information concerning Elpida U.S. Assets provided to Rambus,

including any information provided pursuant to the Record Retention provision referenced in paragraph 12 of the Ram bus Patent Motion and any information provided pursuant to the Mutual Nondisclosure Agreement dated July 4, 2012 referenced on page 10 ofExhibit A to the Rambus Patent Motion. 11. All documents concerning any alternatives to the Rambus Transaction Documents

considered by Elpida, including all documents supporting (a) the assertion in paragraph 12 of the Ram bus Patent Motion that Elpida believes that "marketing of the assets will not materially increase the purchase price for the assets" and (b) the assertion in paragraph 25 of the Motion that "Elpida believes that a formal sales process for the patents would be costly and could, in fact, result in a decreased purchase price for the patents or, worse, could impair the value of Elpida's patent portfolio as a whole." 12. All documents concerning the "Change of Control" provisions in the Patent

Purchase Agreement attached as Exhibit A to the Rambus Patent Motion, including the negotiations thereof. 13. All documents submitted to the TDC concerning Elpida U.S. Assets or

transactions that may or will have any effect on Elpida U.S. Assets, including all documents submitted to the TDC in connection with any request for approval of any of the Ram bus Transaction Documents, including all documents submitted to the TDC concerning the PPA referenced in paragraph 8 of the Ram bus Patent Motion.

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14.

All communications with the TDC and/or the examiner appointed in the Japan

Proceeding concerning Elpida U.S. Assets or transactions that may or will have any effect on Elpida U.S. Assets, including all communications concerning the Rambus Transaction Documents. 15. Documents sufficient to show any material transactions or relationships between

Elpida and Rambus during the past five years other than the license relationship referenced in paragraph 6 of the Ram bus Patent Motion. 16. All communications concerning any agreements, plans or intentions for Rambus

to enter into any material transactions or relationships with reorganized Elpida, including any agreements, plans or intentions for any senior representative of Elpida to be employed or otherwise retained by Rambus. 17. All documents that Elpida intends to introduce at any hearing concerning the

Rambus Patent Motion.

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Dated: October 2, 2012 Wilmington, Delaware

THE STEERING COMMITTEE OF THE AD H_AO P OF ELPIDA BONDHOLDERS

By: /" , ey M. Schlerf (DE ID No. 3047) . John Bird (DE ID No. 531 0) FOX ROTHSCHILD LLP 919 Market Street, Suite 1600 Wilmington, DE 19801-2323 Telephone: (302) 654-7444 Facsimile: (302) 656-8920 -andJ. Christopher Shore John K. Cunningham WHITE & CASE LLP 1155 A venue of the Americas New York, NY 10036 (212) 819-8200

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