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Exhibit B

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

-----------------------------------5

In Re

: : Chapter 15

Elpida Memory, Inc.,

: :

: Case No. 12-10947 (CSS) Debtor in a Foreign Proceeding. :

: :

9 10 11

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* H I G H L Y
12 13 14 15 16 17 18 19 20 21 22 23 24

C O N F I D E N T I A L

RULE 30(b)(6) deposition of ELPIDA MEMORY, INC., through its representative: SEIJI NAKASHIMA New York, New York October 22, 2012

Reported by: ANNETTE ARLEQUIN, CCR, RPR, CRR, CLR

25

JOB NO. 54953

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October 22, 2012 10:12 a.m.

HIGHLY CONFIDENTIAL RULE 30(b)(6) deposition of ELPIDA MEMORY, INC., through its representative, SEIJI NAKASHIMA, held at the offices of White & Case LLP, 1155 Avenue of the Americas, New York, New York, before Annette Arlequin, a Certified Court Reporter, a Registered Professional Reporter, a Certified Realtime Reporter, a Certified LiveNote Reporter, and a Notary Public of the State of New York.

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A P P E A R A N C E S:

WHITE & CASE LLP Attorneys for Steering Committee and Ad Hoc Bondholders 1155 Avenue of the Americas New York, New York 10036

BY: J. CHRISTOPHER SHORE, ESQ. THOMAS MacWRIGHT, ESQ. LYDIA EMILY LIN, ESQ. (Telephonically)

DAVIS POLK & WARDWELL LLP Attorneys for Elpida Memory, Inc. 450 Lexington Avenue New York, New York 10017

BY: JAMES I. McCLAMMY, ESQ. SCOTT EISMAN, ESQ.

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A P P E A R A N C E S (Cont'd.):

LANDIS RATH & COBB LLP Attorneys for Micron Technologies 919 Market Street, Suite 600 Wilmington, Delaware 19899

BY: MATTHEW McGUIRE, ESQ. (Telephonically)

BAKER & McKENZIE LLP Attorneys for Rambus, Inc. 300 East Randolph Street, Suite 5000 Chicago, Illinois 60601

BY: ERIN BRODERICK, ESQ.

ALSO PRESENT:

YOKO ONISHI, Lead Japanese Interpreter NORIKO FUKUI, Check Japanese Interpreter

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IT IS HEREBY STIPULATED AND AGREED by and between the attorneys for the respective parties herein, that filing and sealing be and the same are hereby waived; IT IS FURTHER STIPULATED AND AGREED that all objections, except as to the form of the question, shall be reserved to the time of the trial; IT IS FURTHER STIPULATED AND AGREED that the within deposition may be sworn to and signed before any officer authorized to administer an oath, with the same force and effect as if signed and sworn to before the Court.

- o0o -

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S. Nakashima - * Highly Confidential * * Y O K O O N I S H I, * * Lead Interpreter was

duly previously sworn to interpret the questions from English into Japanese, and the answers from Japanese into English. * N O R I K O * *

F U K U I, Check Interpreter, was

duly previously sworn to check interpret the questions from English into Japanese, and the answers from Japanese into English. * S E I J I * *

N A K A S H I M A, called as a

witness, having been previously sworn by a Notary Public, was examined and testified through the interpreter as follows: MR. SHORE: All right. Let me put a

couple of things on the record. First, prior to the deposition there has been some back and forth between counsel for Elpida and the foreign representatives, counsel for Rambus and counsel for Micron, with respect to
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S. Nakashima - * Highly Confidential * Memory, Inc. Concerning Micron License Motion, marked for identification, as of this date.) (Deposition Exhibit Nakashima 2, The Steering Committee of the Ad Hoc Group of Bondholders of Elpida Memory, Inc.'s 30(b)(6) Notice of Depositions to Elpida Memory, Inc Concerning Rambus Patent Motion, marked for identification, as of this date.) BY MR. SHORE: Q. I've handed you a document marked

No. 1 which is The Steering Committee of Ad Hoc Group of Bondholders 30(B)(6) Notice Concerning the Micron License Agreement or Micron License Motion. Have you seen this document before? (Interpreter Interpreting.) A. Q. Yes. And I draw your attention in

particular to page 4 of that document. And you understand you're here to testify today on behalf of the foreign representatives with respect to each of the
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S. Nakashima - * Highly Confidential * three topics that are listed there? A. Q. [In English] Yes, I understand that.

And what did you do to prepare to

answer the topics? A. [Through Interpreter] First of all,

mostly I knew everything, therefore during the preparation I tried to recall everything because everything that I had already known. Also, for some points that memory was vague, I rechecked with the Elpida members. Q. A. And who? [Through Interpreter] During the

preparation session I discussed with Mr. Yugi. Also via email I discussed with counsel at Nagashima Ohno. Q. A. Q. And who there? Ms. Yoshi Ohara and Mr. Kuroda. Did you talk to Mr. Sakamoto in

preparation for your deposition? A. Q. [In English] No, I didn't.

And did you talk to Mr. Takahashi,

the other trustee, in preparation for your deposition? A. [In English] No, I didn't.
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S. Nakashima - * Highly Confidential * (Witness reviewing LiveNote.) A. [In English] Still I...

(Interpreter interpreting.) A. [In English] Still I have kind of a

difficulty to answer your question because I couldn't catch your meaning of the question. One thing is that of course they have to sign up those documentation from my understanding, because now or currently those two trustees have the only authority to sign up those documents, formal documentation, including the contracts or something like that. Q. So let me back up and I don't want to

go into the specifics of the Micron agreements. I'm more interested in the mechanics on how you've been operating since Elpida is in reorganization proceedings. With respect to something like the technology transfer and licensing agreement with Micron, what is the process that Elpida has used to obtain the trustee's consent to enter into transactions? In your experience.

(Witness reviewing LiveNote.) A. [In English] For example, Micron, as

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S. Nakashima - * Highly Confidential * you requested to use Micron as an example, I am working for Elpida to decide IP matters and if I came to the occasion or I should say of course I am continuously reporting to Sakamoto-san as well as Kobayashi as to what I'm doing, what is happening, what I'm doing and how he would like to decide, the certain thing is continuously reporting, keep them updated. But Sakamoto-san is mainly he decides or approve what I would like to decide because the co-trustee Kobayashi-san has less experiences in the actual businesses, so that by that process, the two trustee, he will approve, he will send me approve what I would like to do. Q. So how do you go about seeking

approval for entering into transactions now? A. [In English] Well, basically email

or sometimes call Sakamoto-san directly, so it's kind of usual communication matters I'm using. Q. What responsibility, if any, do you

have for Elpida's bankruptcy process either in Japan or in the United States? MR. McCLAMMY: A. [In English] Objection to form. Well, it's very
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S. Nakashima - * Highly Confidential * Are you aware of any communications between you and Mr. Kobayashi regarding the patent license agreement? A. Q. A. Q. You mean direct communication? Yes. I don't recall. Okay. And did you have any

communications with Mr. Kobayashi regarding the release of Micron in connection with the PLA? A. Q. No, I didn't. Do you have any specific knowledge as

to why Mr. Sakamoto executed the patent license agreement? MR. McCLAMMY: A. as to? Q. Did he ever tell you why he was Object to the form.

What do you mean specific knowledge

approving this agreement, directly or indirectly? A. He didn't say. He didn't tell me any

reason to execute this agreement to me. Q. Okay. And do you have any specific

knowledge as to why Mr. Kobayashi executed the patent license agreement?

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S. Nakashima - * Highly Confidential * A. You can say knowledge or you can say

trust because it's teamwork so... Q. I -MR. McCLAMMY: MR. SHORE: A. Let him finish.

Sure.

So if you can say that the team work

was as a trust and trust has knowledge, then yes, I know that Mr. Kobayashi... (Witness reviewing LiveNote.) A. I believe that Mr. Kobayashi

understood the structure of the deal and I also believe that Mr. Kobayashi understood the structure of the deal, and I also believe that Mr. Kobayashi understood the meaning of the deal, so in that sense he knows the reason why he is executing this deal. Q. What is your basis for believing he

understood the structure of the deal? A. As I said, we have the teamwork

structure and the daily report system, so why don't you... Q. Well, did you participate in any of

those daily report sessions to Mr. Kobayashi? A. As I said, I don't.

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S. Nakashima - * Highly Confidential * Q. Okay. So you're just assuming that

at some point the team, the trustee team, fully briefed Mr. Kobayashi on all the relevant information he needed to know about the patent license agreement. MR. McCLAMMY: A. Objection.

If you like to say in that way, you

can say that. Q. Well, do you have something other

than an assumption that the team briefed him? MR. McCLAMMY: BY MR. SHORE: Q. A. That you can testify to. Not assumption. This is real fact. Objection.

Everything is reported, being reported to those teamwork mechanism. Q. A. How do you know that? Because everyone is telling me that

is working like that because nobody can attend any of the steps and... Q. So if I wanted to find out exactly -MR. McCLAMMY: Hold on.

Were you finished? THE WITNESS: Yes.

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S. Nakashima - * Highly Confidential * the know-how information, it could potentially cause the infringement in their product even though they don't be benefited by those technologies. So we have to give up something to some extent so that's resulting in the five-year patent license. Q. Do you know enough about the process

to know that at some point next year that the 80 percent scenario that you've been talking about, Micron is going to be closing the sponsorship agreement? A. last part. Just a second. Just a second. (Witness reviewing LiveNote.) A. So your question is kind of difficult I couldn't catch the

for me to understand correctly, but probably I can answer that. I was told that the 80 percent for sure that closure would come, but other than that, I don't have any detail of the process of the bankruptcy or restructuring. Q. Okay. What was the reason that you

entered into the technology transfer license

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S. Nakashima - * Highly Confidential * agreement prior to the closure of the Micron sponsorship agreement? A. My understanding is I earlier thought

the installment of this technology will be beneficial for Elpida so we should not wait up until the closure. was very different. So the way it was proposed This technology is very

important for Micron, so Micron would not license this technology other than those company who is very close, who has very close relationship with Micron. So we eager to have

that technology and Micron gave us the opportunity to have this earlier than the closure. Q. A. And how much money did you save? We expect that the -- I'm not a

planning people, sorry, I don't have the big numbers, but just roughly the cost of the end product is about less than $2. Testing cost is

among that, I was told 10 cents or something and we could reduce 10 cents to 5 cents. But it

might be kind of ridiculous from outside, but just one cent cost reduction is very critical for us.
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S. Nakashima - * Highly Confidential * Q. Any kind of number? Can you give me

any number in yen or dollars that you saved by entering into this transaction in Nakashima-19 now as opposed to waiting until next March? MR. McCLAMMY: A. Objection.

Well, sorry, I'm not very good at the

production number or sales number, but maybe I can ask, but sorry, I don't have the numbers. Q. So could you tell me that you're

saving $1 million, $5 million, $50 million, $100 billion dollars? Do you have any sense of the amount of money you saved by entering into the technology transfer license now versus the closure of the Micron sponsorship agreement? MR. McCLAMMY: A. Objection. Let me calculate.

Let me calculate.

Let's assume our yearly sales will be (speaking Japanese) about $5 billion U.S. and our, let's say our profit is 10 percent. So let's say the

cost will be 90 percent of $5 billion, then I told you about $2 and the 5 cents will be cut off. That means how much percent? Q. Two-and-a-half percent?
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S. Nakashima - * Highly Confidential * A. Yeah, 2-and-a-half percent. So what 3 -Q. Two-and-a-half percent of

$4.5 billion annually. A. Q. Annually, yes. That's our target.

When you say "That's our target," do

you know that to be your target or that's your calculation as you sit here today? A. Oh, I'm sorry. What I was told was

the cost structure so the target was cut off the five cents. Q. A. You can understand that. Um-hmm. Now I'm just trying to calculate that Sorry, I might

five cents means what so... confuse you but... Q.

So it sounds like about $20 million

annually; is that right? I was going to do my math. A. million? Q. A. per year. Q. Right.
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One percent of one billion would be 1 Ten million? Ten million. Then the 2.5 will be 20, $30 million

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S. Nakashima - * Highly Confidential * A. Q. Okay. You were asked some questions earlier

about the inclusion of provision 9.9. A. Q. Yes. Do you know or do you recall whether

or not there was -- whether or not the same or similar provision appears also in the license agreement between Rambus and Micron? Rambus and Elpida? (Witness reviewing LiveNote.) A. Original license, I don't think so. I have to recall about the amendment, but probably there will be a similar provision. Q. You were also asked some questions Between

earlier about whether or not you've been told directly by Mr. Sakamoto what his reasons were for entering into or signing the Patent Purchase Agreement on behalf of Elpida. Do you recall that? A. Q. Yes, I recall that. Do you believe that you would need to

be -- do you believe that you would need to be told specifically by Mr. Sakamoto what his reasons were for signing the Patent Purchase
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S. Nakashima - * Highly Confidential * Agreement to have an understanding as to why he signed the agreement on behalf of Elpida? MR. SHORE: A. Objection to form.

No, I don't believe so, because our

team, including me, reported the basis and the contents of the agreement, so it is very strange that if he specifically told me the reason why he is signing this agreement. Q. And what are the reasons, as you

understand them, as to why Elpida has agreed to the terms of the Patent Purchase Agreement? MR. SHORE: Objection to the form.

(Witness reviewing LiveNote.) A. As I told Mr. Shore, this is a set

deal of the amendment to the license agreement and at least from the Elpida's perspective, this is effectively the cashout based on the Rambus agreement. Q. That's the reason. I believe you were asked similar

questions with respect to whether or not the trustees needed to specifically tell you why they approved of the technology transfer and license agreement. Do you recall that?
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S. Nakashima - * Highly Confidential * A. Q. Yes, I do. And do you believe that trustees

needed to specifically to tell you why they approved of Elpida entering into the technology transfer and licensing agreement in order to have an understanding of why they approved of that agreement? MR. SHORE: A. Objection to the form.

No, I don't because, again, this is

the same similar answer; they had been already sufficiently informed the purpose, the contents of the agreement, so it would be very strange that they would tell me the reason of the approval. Q. And what is your understanding as to

why Elpida entered into the technology transfer and license agreement at the time that it did? MR. SHORE: A. Objection to the form.

My understanding is first entering

into the TTLA is expected to give Elpida a benefit of the substantial cost down in testing. That's essentially the reason. MR. McCLAMMY: questions.
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I have no further