Plaintiffs' Notice of Motion and Motion to Strike and

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              Plaintiffs' Notice of Motion and Motion to Strike and Objections to
             Evidence Submitted in Support of Defendants' Motion for Summary
           Judgment, or in the Alternative, Partial Summary Judgment Pursuant to
               Federal Rule of Civil Procedure 56(e); Memorandum in Support Thereof
          Source: Milberg Weiss
          Date: 10/26/01 Time: 1:56 PM

          MILBERG WEISS BERSHAD
          HYNES & LERACH LLP
          WILLIAM S. LERACH (68581)
          ERIC A. ISAACSON (120584)
          LAURA M. ANDRACCHIO (187773)
          600 West Broadway, Suite 1800
          San Diego, CA 92101
          Telephone: 619/231-1058
          619/231-7423 (fax)
            - and -
          PATRICK J. COUGHLIN (111070)
          RANDI D. BANDMAN (145212)
          LESLEY E. WEAVER (191305)
          SHIRLEY H. HUANG (206854)
          100 Pine Street, Suite 2600
          San Francisco, CA 94111
          Telephone: 415/288-4545
          415/288-4534 (fax)

          Lead Counsel for Plaintiffs



                                          UNITED STATES DISTRICT COURT

                                         NORTHERN DISTRICT OF CALIFORNIA




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          EDWARD HARRIS, et al., On Behalf  )           No. C-00-1528-WHO
                                            )
          of Themselves and All Others Similarly
          Situated,                         )           CLASS ACTION
                                            )
                      Plaintiffs,           )           PLAINTIFFS' NOTICE OF
                                            )           MOTION AND MOTION TO
            vs.                             )           STRIKE AND OBJECTIONS
                                            )           TO EVIDENCE SUBMITTED
          INTEL CORPORATION, et al.,        )           IN SUPPORT OF DEFENDANTS'
                                            )           MOTION FOR SUMMARY
                      Defendants.           )           JUDGMENT OR, IN THE
          _________________________________ )           ALTERNATIVE, PARTIAL
                                                        SUMMARY JUDGMENT
                                                        PURSUANT TO FEDERAL RULE
                                                        OF CIVIL PROCEDURE 56(e);
                                                        MEMORANDUM OF POINTS
                                                        AND AUTHORITIES IN
                                                        SUPPORT THEREOF

                                                        DATE: November 29, 2001
                                                        TIME: 2:00 p.m.
                                                        COURTROOM: The Honorable
                                                                        William H. Orrick

                                                TABLE OF CONTENTS


          I. INTRODUCTION

          II. ARGUMENT

                A. The Separate Statement Attached as Exhibit C to the Declaration of Steven J. Johnson
                Should Be Stricken

                B. Portions of the Affidavits Submitted in Support of Defs' Motion Are Not Based on
                Personal Knowledge or Lack Foundation and Should Be Stricken

          III. CONCLUSION

                                              TABLE OF AUTHORITIES

          CASES

          Allen v. Scribner,
             812 F.2d 426 (9th Cir.), amended, 828 F.2d 1445 (9th Cir. 1987)

          Daubert v. Merrell Dow Pharmaceuticals,
            509 U.S. 579 (1993)



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          Washington Central R.R. Co. v. National Mediation Board,
           830 F. Supp. 1343 (E.D. Wash. 1993)

          Sellers v. M.C. Floor Crafters, Inc.,
            842 F.2d 639 (2d Cir. 1988)


          STATUTES, RULES AND REGULATIONS

          Federal Rules of Civil Procedure
            Rule 56
            Rule 56(e)

          Federal Rules of Evidence
            Rule 602
            Rule 702
            Rule 801
            Rule 802



          TO: ALL PARTIES AND THEIR ATTORNEYS OF RECORD

          PLEASE TAKE NOTICE that on November 29, 2001 at 2:00 p.m. or as soon thereafter as the matter
          may be heard in the Courtroom of the Honorable William H. Orrick, plaintiffs shall and hereby do, move
          this Court, pursuant to Federal Rule of Civil Procedure 56(e), for an order striking evidence submitted in
          support of defendants' Motion for Summary Judgment or, in the Alternative, Partial Summary Judgment.

          This motion is based on this notice of motion and the memorandum of points and authorities filed
          herewith, all pleadings and papers filed in this action, the arguments of counsel and any other matter
          which the Court may consider at the hearing on this motion.

                                  MEMORANDUM OF POINTS AND AUTHORITIES

          I. INTRODUCTION

          Plaintiffs object to, and move to strike certain evidence submitted in support of Defendants' Motion for
          Summary Judgment, or in the Alternative, Partial Summary Judgment, ("Defs' Motion"), as identified
          below.

          Plaintiffs object to three bodies of evidence proffered by defendants. First, plaintiffs seek to strike
          defendants' separate statement of undisputed facts, submitted in violation of this Court's Standing Order,
          as well as this Court's Order of February 13, 2001.

          Second, plaintiffs object that certain conclusory statements contained in defendants' supporting affidavits
          are hearsay, not based on the personal knowledge of the declarants and/or lack foundation, in violation of
          Fed. R. Civ. Proc. 56(e) and Fed. R. Evid. 801, 802. Plaintiffs further object that the affidavits contain
          statements which are properly the subject of expert testimony pursuant to Fed. R. Evid. 702.




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          II. ARGUMENT

          A party opposing a motion for summary judgment may move to strike inadmissible evidence in
          connection with its opposition. Allen v. Scribner, 812 F.2d 426, 435 n.18 (9th Cir.), amended, 828 F.2d
          1445 (9th Cir. 1987). Alternatively, a party may simply object to the evidence and seek a ruling on such
          objections at the hearing on the motion for summary judgment. Plaintiffs hereby move to strike certain
          evidence as inadmissible, or alternatively, request that the Court sustain their objections to the evidence.

                A. The Separate Statement Attached as Exhibit C to the Declaration of Steven J.
                Johnson Should Be Stricken

          In support of their motion, defendants submit as Exhibit C to the Declaration of Steven J. Johnson in
          Support of Motion for Summary Judgment, or in the Alternative, Partial Summary Judgment, a document
          entitled: "Joint Statement of Undisputed Facts in Support of Defendants' Motion for Summary Judgment,
          or in the Alternative, Partial Summary Judgment" ("Defs' Statement"). At the time that defendants
          submitted this document, plaintiffs had not taken even one deposition and they therefore could not
          stipulate to any of the facts contained in Defs' Statement. It is therefore not a "joint" statement, and
          should be stricken for failure to comply with Local Rule 56-2, this Court's Standing Order, and this
          Court's Order of February 13, 2001, which clearly require joint, not separate, statements of undisputed
          facts, unless a separate statement is permitted. The Court's Standing Order and Order of February 13,
          2001 in fact preclude the filing of separate statements. Here, defendants have submitted a separate,
          disputed statement that is not joint, and should be stricken.

          The parties are currently meeting and conferring concerning a truly "joint" statement of undisputed facts
          which plaintiffs anticipate will be filed prior to defendants' reply brief. Because plaintiffs still dispute most
          of the facts in Defs' Statement as unsupported by evidence and argumentative, they have provided
          defendants with a proposed joint statement of nine pages citing to specific evidence of record. Plaintiffs'
          proposed joint statement contains all facts from Defs' Statement which plaintiffs do not dispute. The
          parties are in the process of meeting and conferring on both statements, and will present a Joint
          Statement to the Court on or before the date on which defendants file their reply.

          Local Rule 56-2(a) states that "no separate statement of undisputed facts or joint statement of undisputed
          facts shall be submitted" unless required by an assigned Judge. Local Rule 56-2(b) provides that if the
          Judge orders the submission of a joint statement, the parties shall meet and confer and submit one. If the
          non-moving party refuses to join in the statement, "the moving party will nevertheless be permitted to file
          the motion, accompanied by a separate declaration of counsel explaining why a joint statement was not
          filed." L.R. 56-2(b). The rule does not permit counsel to attach a disputed, proposed "joint statement"
          to the Declaration, as defendants here have done.

          Section V.A of this Court's Standing Order also states that "a Joint Statement of Undisputed Facts,
          signed by all parties, shall be filed" with a motion for summary judgment. It continues: "The Court does
          not find separate statements of undisputed fact to be helpful, and will strike any separate statements that
          are filed." On February 13, 2001, this Court re-articulated these requirements in the Court's Case
          Management and Scheduling Order. Thus, consistent with the Local Rules, this Court permits only joint
          statements to be submitted.

          Defs' Statement violates the Local Rules and this Court's Orders, and should be stricken for two reasons.
          First, it is not signed by all parties, and therefore even if the submission were joint, it would fail to satisfy
          the Rule. Second, despite that the statement is separately submitted, defendants refer to it as a "joint"



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          statement. This deliberate misnomer is misleading. Plaintiffs do not concur that the facts identified therein
          are undisputed. The document is therefore a separate statement.

          Finally, Defs' Statement wholly fails to refer to any supporting authority. As such, it is not an offer of
          proof, but rather a continuation of defendants' argument. To the extent that it continues defendants'
          argument, it is a violation of the page limitations set forth in Local Rule 7-2(b), which limits motions to
          25 pages. Defendants' Motion and Statement, taken together, are 33 pages.

                B. Portions of the Affidavits Submitted in Support of Defs' Motion Are Not Based on
                Personal Knowledge or Lack Foundation and Should Be Stricken

          Federal Rule of Civil Procedure 56(e) requires that "[s]upporting and opposing affidavits shall be made
          on personal knowledge, shall set forth such facts as would be admissible in evidence, and shall show
          affirmatively that the affiant is competent to testify to the matters stated therein." Federal Rule of
          Evidence 801 and 802 allow an exception to the hearsay rule via Rule 56. To the extent that Rule 56 is
          not satisfied, a statement cannot fall within an exception to the hearsay rule. See Fed. R. Evid. 801, 802.

          Lack of personal knowledge is good grounds for objection. If an affidavit does not distinguish between
          matters based on personal knowledge from those based on information and belief, the entire affidavit may
          be stricken. Sellers v. M.C. Floor Crafters, Inc., 842 F.2d 639, 643 (2d Cir. 1988). Indeed, inadmissible
          "hearsay [cannot] substitute for personal knowledge." Id.; Washington Central R.R. Co. v. National
          Mediation Board, 830 F. Supp. 1343, 1352 (E.D. Wash. 1993).

          Plaintiffs object to the following assertions in the declarations submitted in support of Defs' Motion for
          the reasons set forth below:

                Declaration of Davidi Gilo in Support of Motion for Summary Judgment, or in the
                Alternative, Partial Summary Judgment ("Gilo Decl."):

                       1. Page 2, para. 3, lines 11-13: Gilo testifies that DSP "was a leading developer
                       and provider of chip sets for mobile phones," and became a "leading supplier,"
                       without providing any foundation for this testimony. He is not qualified as an
                       expert in the mobile phone industry. Fed. R. Evid. 702; Daubert v. Merrell Dow
                       Pharmaceuticals, 509 U.S. 579 (1993). He also does not cite to personal
                       knowledge which would support these statements.

                       2. Page 3, para. 9, lines 18-20: Gilo testifies that Merrill Lynch met with DSP
                       and Intel, but does not state any facts which reflect personal knowledge of those
                       meetings. Fed. R. Evid. 602.

                       3. Page 3, paras. 10-11, line 21 - page 4, line 4: Gilo testifies regarding a
                       conference call and negotiations regarding Conexant. Gilo does not identify
                       facts reflecting personal knowledge of such meetings. Fed. R. Evid. 602.

                       4. Page 3, para. 11, lines 25-27. This testimony should be stricken for lack of
                       personal knowledge. Gilo stated during his deposition that he doesn't remember
                       if he participated in the conference call that occurred on July 29, 1999. Gilo
                       Deposition, at 98:5-9.




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          5. Page 4, para. 12, lines 13-27: Gilo testifies extensively regarding what the
          Compensation Committee of the Board did and knew, as well as what he was
          told. This testimony is offered for the truth of the matters asserted. As such, the
          testimony is hearsay. Fed. R. Civ. P. 56(e); Fed. R. Evid. 602, 801, 802.

          6. Page 5, paras. 13 -15, lines 1-10: Gilo testifies regarding negotiations
          involving Intel, Conexant and other companies, but does not state facts
          reflecting personal knowledge of these meetings. Fed. R. Evid. 602.

          7. Page 5, para. 17, line 23 - page 6, line 4: These are conclusory statements
          summarizing meetings and events, and Gilo does not state he has personal
          knowledge of them. Furthermore, Gilo's testimony concerning what Intel
          "indicated" is hearsay and must be stricken. Fed. R. Civ. P. 56 (e); Fed. R. Evid.
          602, 801, 802.

          8. Page 6, para. 18, lines 5-7: Gilo admits that this testimony is based on
          information and belief, not personal knowledge. As such, it must be stricken.
          Fed. R. Civ. P. 56 (e); Fed. R. Evid. 602, 801, 802.

          9. Page 6, para. 18, lines 10-15: Gilo testifies as to the state of mind of Stephen
          Pezzola and David Aber. Such testimony lacks foundation or constitutes
          hearsay. Fed. R. Civ. P. 56 (e); Fed. R. Evid. 602, 801, 802.

          10. Page 6, para. 19, lines 25-27: Gilo testifies regarding what "Intel also
          wanted." Gilo does not demonstrate personal knowledge of what Intel wanted.
          Thus, Gilo's assertion lacks foundation and must be stricken. Furthermore, even
          if Gilo's declaration recited what Intel representatives told him, this would
          constitute impermissible hearsay if offered for the truth of the matter asserted.
          Fed. R. Civ. P. 56 (e); Fed. R. Evid. 602, 801, 802.

          11. Page 7, para. 20, lines 14-20: This testimony states the purpose of the bonus
          plan, without identifying facts which reflect Gilo's personal knowledge of events
          which would support such conclusory statements. Fed. R. Evid. 602. In
          addition, Gilo opines as to his legal entitlement to a bonus, and the "separate"
          nature of the bonus, not just his understanding of such. Gilo is not qualified as a
          legal expert, however, and this is therefore improper expert testimony. Fed. R.
          Evid. 702; Daubert, 509 U.S. 579.

          12. Page 7, para. 21, lines 21-25: Gilo testifies regarding whether or not the
          payments were supported by separate consideration, or contingent upon staying
          in place. To the extent that this testimony is offered to show a legal conclusion,
          it is improper expert testimony and should be stricken. Fed. R. Evid. 702;
          Daubert, 509 U.S. 579. Furthermore, Gilo's testimony that the bonus and
          payments were not inducements to support the tender offer should be stricken
          for lack of personal knowledge. When asked about this testimony in deposition,
          Gilo identified no facts or personal knowledge to support this assertion, but
          rather stated that this assertion was "[b]ased on the advice of counsel." Gilo
          Deposition, at 142:13-17.(1)




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               13. Page 8, para. 22, lines 1-3: The Gilo Decl. asserts that the transaction price
               of $36 per share was a "significant premium" over DSP's per share price and the
               highest price DSP could get Intel to offer. Gilo testified, however, that he did
               not remember whether DSP ever demanded a higher price. Gilo Deposition, at
               143:1-3. This testimony thus lacks foundation and should be stricken. Fed. R.
               Evid. 602.

               14. Page 8, para. 22, lines 1-13: To the extent that this testimony relates to
               meetings at which Gilo was not present or describes the actions of other
               individuals which Gilo did not witness, it should be stricken. Fed. R. Civ. P. 56
               (e); Fed. R. Evid. 602, 801, 802. Testimony regarding the contents of the
               agreements should also be stricken, for it is not the best evidence of those
               agreements, and the documents speak for themselves.

               15. Page 8, para. 23, lines 21-23: Gilo testifies that the amendment to his
               employment agreement was "meant to be effective" by a certain time. Gilo does
               not testify who "meant" this. This assertion lacks foundation and should be
               stricken. Fed. R. Civ. P. 56 (e); Fed. R. Evid. 602. Furthermore, to the extent
               that this testimony reflects a legal conclusion, it is improper and should be
               stricken. Fed. R. Evid. 702; Daubert, 509 U.S. 579.

               16. Page 8, para. 24, line 26 - page 9, line 4: Gilo identifies payment amounts
               and states that he was paid those amounts pursuant to specific agreements. To
               the extent that this testimony constitutes a legal conclusion, it must be stricken,
               as Gilo is not qualified as a legal expert. Fed. R. Evid. 702; Daubert, 509 U.S.
               579.

          Declaration of Marc J. Braner in Support of Defendants' Motion for Summary Judgment, or
          in the Alternative, Partial Summary Judgment ("Braner Decl."):

               1. Page 4, para. 10, lines 7-8: This declaration makes reference to an
               employment agreement allegedly executed on September 16, 1996, and
               amended and restated on January 1, 1998. The Braner Decl., however, does not
               identify this document, and does not state that Braner reviewed this document.
               This testimony should be stricken for the declaration's failure to assert personal
               knowledge of the contents of this employment agreement, and because it is
               hearsay, as it is being offered for the truth of the matter asserted. Fed. R. Civ. P.
               56 (e); Fed. R. Evid. 602, 801, 802.

               2. Page 2, para. 6, line 23 - page 3, line 6: Braner testifies regarding the
               substance of the employment agreements. The documents themselves, however,
               are the best evidence of their contents. Furthermore, this testimony is hearsay
               and should be stricken. Fed. R. Evid. 801, 802.

               3. Page 3, paras. 8-9, line 16 - page 4, line 5: Braner testifies regarding the
               substance of the employment agreements. The documents themselves, however,
               are the best evidence of their contents.

               4. Page 4, para. 10, lines 12-28: Braner testifies regarding the substance of the



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          employment agreements. The documents themselves, however, are the best
          evidence of their contents.

          5. Page 5, paras. 11-12, lines 1-13: Braner testifies concerning his
          "understanding" of the assembling of due diligence materials. This is not based
          on personal knowledge and should be stricken. Fed. R. Civ. P. 56 (e); Fed. R.
          Evid. 602. Indeed, Braner admitted in his deposition that he did not even attend
          the meeting which is the subject of paragraph 11. Braner Deposition, at
          52:21-25; 53:1-10. As such, this testimony is hearsay. Fed. R. Evid. 801, 802.

          6. Page 5, para. 13, lines 14-20: Braner does not say that he was present during
          the ten days of negotiation. As such, this testimony is not based on personal
          knowledge. Fed. R. Civ. P. 56 (e); Fed. R. Evid. 602. It is also hearsay, offered
          for the truth of the matter asserted. Fed. R. Evid. 801, 802.

          7. Page 6, para. 15, lines 1-3: Braner testifies that certain facts were "obvious"
          but does not say to whom, or swear to personal knowledge of these events, or
          lay a particular factual foundation establishing why these facts were "obvious."
          This is an improper conclusion and must be stricken. Fed. R. Civ. P. 56 (e); Fed.
          R. Evid. 602.

          8. Page 6, para. 15, lines 3-10: Braner testifies generally regarding the course of
          conduct "[i]n these types of acquisitions." There is no foundation for this
          testimony, as Braner is not established as an expert qualified to opine on the
          course of conduct in mergers and acquisitions. Fed. R. Evid. 702; Daubert, 509
          U.S. 579. Braner also fails to state that such knowledge arises from his personal
          experience and knowledge. Fed. R. Civ. P. 56 (e); Fed. R. Evid. 602. To the
          extent that defendants rely on Braner's "expertise" in their brief, these arguments
          should also be stricken.

          9. Page 6, para. 16, lines 11-22: Braner testifies generally regarding DSP's legal
          obligations. Braner is not qualified as a legal expert, and may not opine
          regarding DSP's legal obligations. Fed. R. Evid. 702; Daubert, 509 U.S. 579. In
          addition, Braner testifies generally to "Intel's" understanding without identifying
          particular individuals who held this understanding, concrete facts supporting it
          or conversations which he personally knew or witnessed. The statements are
          nonetheless offered for the truth of the matters asserted. Fed. R. Civ. P. 56 (e);
          Fed. R. Evid. 602, 801, 802.

          10. Page 7, para. 18, lines 17-25: Braner testifies that the "severance pay had
          nothing to do with Mr. Gilo's stock in DSP, was not conditioned upon his
          support of the tender offer, and was not conditioned upon Mr. Gilo tendering
          his own stock in the tender offer." This testimony lacks foundation, for Braner
          did not directly negotiate the terms of the agreement, and Braner has admitted
          that he has "no knowledge of any discussions between Mr. Gilo and anyone
          from Intel" regarding such negotiations. See Braner Deposition, at 96:9-97:19.
          Rather, Braner's assertions in his declaration are based strictly upon the contents
          of documents which speak for themselves. This testimony should be stricken.




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               11. Page 7, para. 19, lines 26-29: Braner testifies regarding whether or not Intel
               was "satisfied, " without identifying concrete foundational facts of which he had
               personal knowledge. Fed. R. Civ. P. 56 (e); Fed. R. Evid. 602. This conclusory
               statement identifies no facts to support the generalization, and should be
               stricken. Furthermore, Braner states that Intel negotiated to obtain a covenant
               not to compete, but he has admitted in his deposition that he does not have
               personal knowledge of this negotiation. Braner Deposition, at 98:2-7.

          Declaration of Lewis Broad in Support of Motion for Summary Judgment, or in the
          Alternative, Partial Summary Judgment ("Broad Decl."):

               1. Page 4, para. 10, lines 20-21: Broad states that Messrs. Gilo, Aber and
               Pezzola "stayed at DSP knowing that they would likely lose their jobs as a result
               of a change in control." Broad cannot testify to what Gilo, Aber and Pezzola
               knew. Fed. R. Evid. 602.

               2. Page 4, para. 10, lines 21-28: Broad testifies that Mr. Gilo and his
               management team were responsible for creating the increased value for DSP
               shareholders of approximately $1.2 billion. Broad is not qualified as an expert in
               shareholder value, and cannot conclusively testify as to the reasons the per share
               price of DSP rose from October 1998 to October 1999. Fed. R. Evid. 702;
               Daubert, 509 U.S. 579. Additionally, Broad fails to cite facts demonstrating
               personal knowledge of how Mr. Gilo and his management team were
               "responsible" for any increase in value. Fed. R. Civ. P. 56 (e); Fed. R. Evid. 602,
               801, 802.

          Declaration of Guy Anthony in Support of Motion for Summary Judgment, or in the
          Alternative, Partial Summary Judgment ("Anthony Decl."):

               1. Page 4, para. 7, lines 2-4: Anthony testifies based on information and belief.
               This is hearsay, and should be stricken. Fed. R. Civ. P. 56 (e); Fed. R. Evid.
               602, 801, 802.

               2. Page 4, paras. 8-10, line 5 - page 5, line 4: Anthony testifies generally
               regarding Intel's due diligence, but states no facts which demonstrate personal
               knowledge. This is hearsay and should be stricken. Furthermore, Anthony's
               Decl. attests to what occurred at meetings he did not even attend. During the
               deposition of Mr. Anthony, the declarant confessed he was not present for
               several of the meetings he described in his declaration. Anthony testified that he
               was not present at the meeting on September 30, 1999. Anthony Deposition, at
               56: 9-14; 58:19-23. He also was not present at the October 2, 1999 meeting.
               Anthony Deposition, at 62:3-8. Mr. Anthony's declaration does not identify
               which of the meetings that occurred between October 5, 1999 and October 13,
               1999, he attended. Anthony Deposition, at 83:23-84:20. Furthermore, Mr.
               Anthony testified that he was not personally directly involved with the
               negotiation of the employment agreements, id. at 86:10-12, and thus all
               statements in his declaration regarding the negotiations should be stricken. See,
               e.g., Anthony Decl., page 3, para. 6, lines 26-28; Fed. R. Civ. P. 56(e); ("We
               ultimately negotiated to pay Mr. Gilo $5 million for a two-year non-compete



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                        agreement to reduce his bonus by that amount."); Fed. R. Evid. 602, 801, 802.

                 Declaration of Arvind Sodhani in Support of Motion for Summary Judgment, or in the
                 Alternative, Partial Summary Judgment ("Sodhani Decl."):

                        1. Page 3, para. 5, line 18 - page 4, line 5: Sodhani testifies that "we" advised
                        DSP that Intel would proceed. In his deposition, however, Sodhani admitted
                        that he did not personally advise DSP that Intel would proceed. Sodhani
                        Deposition, at 68:11-25. Similarly, Sodhani asserts in his declaration that Intel
                        told DSP that it was unwilling to agree to pay a significant bonus to Gilo. In his
                        deposition, however, Sodhani admitted that this assertion referred to what other
                        individuals reported, not what he himself advised DSP. Sodhani Deposition, at
                        69:1-9. The following statement, which refers to a review of employment
                        agreements, is also not based on personal knowledge, for Sodhani admitted in
                        deposition that he himself had not personally reviewed the documents. Sodhani
                        Deposition, at 69:10-19. In addition, Sodhani's claim that human resources and
                        outside counsel negotiated amendments is plainly not the subject of personal
                        knowledge, and lacks foundation. To the extent that Sodhani testified in
                        deposition that he knew of this activity, it is hearsay. Sodhani Deposition, at
                        71:19-72:16. Finally, the concluding sentence of the declaration that "we" were
                        unwilling to acquire DSP except as a going concern lacks foundation as to
                        whom "we" refers to and should be stricken. Fed. R. Evid. 602, 801, 802.

           III. CONCLUSION

           Plaintiffs respectfully request that the Court sustain the above objections and strike the evidence referred
           to above.




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                                                             Respectfully submitted,

                                                             MILBERG WEISS BERSHAD
           DATED: October 26, 2001                           HYNES & LERACH LLP
                                                             WILLIAM S. LERACH
                                                             ERIC A. ISAACSON
                                                             LAURA M. ANDRACCHIO
                                                             600 West Broadway, Suite 1800
                                                             San Diego, CA 92101
                                                             Telephone: 619/231-1058
                                                             619/231-7423 (fax)

                                                             MILBERG WEISS BERSHAD
                                                             HYNES & LERACH LLP
                                                             PATRICK J. COUGHLIN
                                                             RANDI D. BANDMAN
                                                             LESLEY E. WEAVER
                                                             SHIRLEY H. HUANG




                                                             _________________________
                                                             LESLEY E. WEAVER

                                                             100 Pine Street, Suite 2600
                                                             San Francisco, CA 94111
                                                             Telephone: 415/288-4545
                                                             415/288-4534 (fax)

                                                             Lead Counsel for Plaintiffs

                              DECLARATION OF SERVICE BY FACSIMILE AND MAIL

                             PURSUANT TO NORTHERN DISTRICT LOCAL RULE 23-2(c)(2)

           I, the undersigned, declare:

           1. That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of
           the County of San Francisco, over the age of 18 years, and not a party to or interested in the within
           action; that declarant's business address is 100 Pine Street, 26th Floor, San Francisco, California 94111.

           2. That on October 26, 2001, declarant served the PLAINTIFFS' NOTICE OF MOTION AND
           MOTION TO STRIKE AND OBJECTIONS TO EVIDENCE SUBMITTED IN SUPPORT OF
           DEFENDANTS' MOTION FOR SUMMARY JUDGMENT OR, IN THE ALTERNATIVE, PARTIAL
           SUMMARY JUDGMENT PURSUANT TO FEDERAL RULE OF CIVIL PROCEDURE 56(e);
           MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF by facsimile and by
           depositing a true copy thereof in a United States mailbox at San Francisco, California in a sealed


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           envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service
           List and that this document was forwarded to the following designated Internet site at:

           http://securities.milberg.com

           3. That there is a regular communication by facsimile and by mail between the place of mailing and the
           places so addressed.

           I declare under penalty of perjury that the foregoing is true and correct. Executed this 26th day of
           October, 2001, at San Francisco, California.


           ______________________________
           PAMELA R. JACKSON

           1. Herein, all references to Deposition Transcripts are attached as exhibits to the Declaration of Laura M.
           Andracchio, filed concurrently herewith.




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