Free Motion to Amend/Correct - District Court of Delaware - Delaware

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ______________________________________ IN RE: REMBRANDT TECHNOLOGIES, LP PATENT LITIGATION ______________________________________ MOTOROLA, ET AL., Plaintiffs, v. REMBRANDT TECHNOLOGIES, LP, Defendant. ______________________________________ ) ) ) MDL Docket No. 07-md-1848 (GMS) ) ) ) ) ) ) Civil Action No. 07-752-GMS ) ) ) ) JURY TRIAL DEMANDED ) )

STIPULATED MOTION AND ORDER FOR LEAVE TO AMEND COUNTERCLAIMS PURSUANT TO FED. R. CIV. P. 13(f) WHEREAS, Rembrandt Technologies, LP ("Rembrandt") seeks to amend certain of its counterclaims, pursuant to Rule 13(f) of the Federal Rules of Civil Procedure, to add counterclaims of infringement under U.S. Patent No. 5,243,627 (the "'627 patent") against certain counterclaim defendants; WHEREAS, Rembrandt's proposed amended counterclaims are set forth in the amended pleadings attached as Exhibits A-E hereto; WHEREAS, Rembrandt and those certain counterclaim defendants hereby stipulate to the Court's entry of the amended pleadings attached as Exhibits A-E hereto; WHEREAS, pending the disposition of this proposed stipulation, counterclaim defendants need not respond to Rembrandt's February 27, 2008, counterclaims which were the subject of the stipulation to extend time to respond to the counterclaims (D.I. 114);

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IT IS HEREBY STIPULATED AND AGREED by the parties to this stipulation, subject to the Order of the Court, that (1) the amended pleadings attached as Exhibits A-E hereto shall be entered in this case and deemed filed and served upon entry of this stipulation as an Order of the Court and (2) in their replies to the amended pleadings attached hereto as Exhibits A-E, the counterclaim defendants may assert any inequitable conduct defenses and counterclaims on the patents already at issue in the case, in addition to any other defenses and counterclaims permitted in response to the amended pleadings.

/s/ Francis DiGiovanni . Collins J. Seitz, Jr. (#2237) Francis DiGiovanni (#3189) James D. Heisman (#2746) Kristen Healey Cramer (#4512) Connolly Bove Lodge & Hutz LLP 1007 N. Orange Street Wilmington, Delaware 19899 (302) 658-9141 [email protected] [email protected] [email protected] [email protected] Counsel for Rembrandt Technologies, LP

/s/ Jack B. Blumenfeld . Jack B. Blumenfeld (#1014) Morris, Nichols, Arsht & Tunnell LLP 1201 N. Market Street P.O. Box 1347 Wilmington, DE 19899 (302) 658-9200 [email protected] Liasion Counsel for MSO Defendants

IT IS SO ORDERED, this ____ of April, 2008.

_____________________________________ Chief, United States District Judge

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ______________________________________ ) ) ) IN RE: REMBRANDT TECHNOLOGIES, LP ) PATENT LITIGATION ) ) ______________________________________ ) ) ) MOTOROLA, INC., CISCO SYSTEMS, INC., ) SCIENTIFIC-ATLANTA, INC., ARRIS GROUP, ) INC., THOMSON, INC., AMBIT ) MICROSYSTEMS, INC., and NETGEAR, INC., ) ) Plaintiffs, ) ) v. ) ) REMBRANDT TECHNOLOGIES, LP, ) ) Defendant. ) ) ______________________________________ ) ) REMBRANDT TECHNOLOGIES, LP, and ) REMBRANDT TECHNOLOGIES, LLC d/b/a ) REMSTREAM, ) ) Counter-Plaintiffs, ) ) v. ) ) MOTOROLA, INC., CISCO SYSTEMS, INC., ) SCIENTIFIC-ATLANTA, INC., ARRIS GROUP, ) INC., THOMSON, INC., AMBIT ) MICROSYSTEMS, INC., NETGEAR, INC., TIME WARNER CABLE, INC., TIME WARNER CABLE ) LLC, TIME WARNER NEW YORK CABLE LLC, ) TIME WARNER ENTERTAINMENT COMPANY, ) ) LP, COMCAST CORPORATION, COMCAST ) CABLE COMMUNICATIONS, LLC, CHARTER ) COMMUNICATIONS, INC., CHARTER ) COMMUNICATIONS OPERATING, LLC,

MDL Docket No. 07-md-1848 (GMS)

Civil Action No. 07-752-GMS

JURY TRIAL DEMANDED

Civil Action No. 07-752-GMS

JURY TRIAL DEMANDED

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CABLEVISION, INC., CSC HOLDINGS, INC., CABLEVISION SYSTEMS CORPORATION, ADELPHIACOMMINICATIONS CORPORATION, CENTURY-TCI CALIFORNIA COMMUNICATIONS, LP, CENTURY-TCI HOLDINGS, LLC, COMCAST OF FLORIDA/PENNSYLVANIA, L.P. (f/k/a PARNASSOS, LP), COMCAST OF PENNSYLVANIA II, L.P. (f/k/a CENTURY-TCI CALIFORNIA, L.P.), PARNASSOS COMMUNICATIONS, LP, ADELPHIA CONSOLIDATION, LLC, PARNASSOS HOLDINGS, LLC, and WESTERN NY CABLEVISION, LP, Counter-Defendants. ______________________________________ REMBRANDT TECHNOLOGIES, LP, and REMBRANDT TECHNOLOGIES, LLC d/b/a REMSTREAM, Counter Counterclaim-Plaintiffs, v. TIME WARNER ENTERTAINMENTADVANCE/NEWHOUSE PARTNERSHIP, and COMCAST CABLE COMMUNICATION HOLDINGS, INC. Counter Counterclaim-Defendants. ______________________________________

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

FIRST AMENDED REPLY OF REMBRANDT TECHNOLOGIES, LP AND REMBRANDT TECHNOLOGIES, LLC d/b/a REMSTREAM TO COUNTERCLAIMS OF CABLEVISION SYSTEMS CORPORATION AND CSC HOLDINGS, INC. AND COUNTER-COUNTERCLAIM Defendant/Counter-Plaintiffs Rembrandt Technologies, LP and Rembrandt Technologies, LLC d/b/a Remstream (collectively "Rembrandt"), by their undersigned attorneys, reply to the

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counterclaims of Counter-Defendants Cablevision Systems Corporation and CSC Holdings, Inc. (collectively "Cablevision") as follows: Parties 117. Cablevision Systems Corporation is a Delaware corporation with its principal place of business at 1111 Stewart Avenue, Bethpage, New York 11714. Answer: Upon information and belief, Rembrandt admits that Cablevision Systems Corporation is a corporation organized under the laws of the state of Delaware with its principal place of business at 1111 Stewart Avenue, Bethpage, New York 11714. 118. CSC Holdings, Inc. is a Delaware corporation with its principal place of business at 1111 Stewart Avenue, Bethpage, New York 11714. Answer: Upon information and belief, Rembrandt admits that CSC Holdings, Inc. is a corporation organized under the laws of the state of Delaware with its principal place of business at 1111 Stewart Avenue, Bethpage, New York 11714.

119. Upon information and belief, Rembrandt Technologies, LP is a limited partnership organized under the laws of the state of New Jersey with its principal place of business at 401 City Avenue, Suite 815, Bala Cynwyd, Pennsylvania 19004. Answer: Rembrandt Technologies, LP admits that it is a limited partnership organized under the laws of the State of New Jersey. Rembrandt Technologies, LP denies having its principal place of business at 401 City Avenue, Suite 815, Bala Cynwyd, PA 19004; Rembrandt's principal place of business is Suite 900 at the aforementioned address.

120. Upon information and belief, Rembrandt Technologies, LLC, is a Delaware limited liability company with its principal place of business at 401 City Avenue, Suite 815, Bala Cynwyd, Pennsylvania 19004. Answer: Rembrandt Technologies, LLC admits that it is a limited liability company organized under the laws of the state of Delaware also doing business as Remstream. Rembrandt Technologies, LLC denies having its principal place of business at 401 City Avenue, Suite 815, Bala Cynwyd, PA 19004; Rembrandt's principal place of business is Suite 900 at the aforementioned address.

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Jurisdiction and Venue 121. These Counter-Counterclaims arise under federal law, and this Court has jurisdiction pursuant to 28 U.S.C. §§ 1331, 1338, 1367, 2201, and 2202, and the Patent Laws of the United States, 35 U.S.C. § 1 et seq. Answer: Admitted that Cablevision purports to bring counterclaims under the Declaratory Judgment Act, 28 U.S.C. §§ 2201-2202 and the Patent Laws of the United States, 35 U.S.C. § 1, et seq. and that the Court has jurisdiction over said claims. Denied that Cablevision is entitled to its requested relief.

122. This Court has personal jurisdiction over Rembrandt because it has submitted to the jurisdiction of this Court. Answer: Admitted that this Court has personal jurisdiction over Rembrandt only for purposes of this case. Except as expressly admitted, Rembrandt denies the remainder of the allegations in this paragraph 122.

123.

Venue is proper under 28 U.S.C. §§ 1391 and 1400(b).

Answer: Rembrandt does not contest that venue is proper in this judicial district under 28 U.S.C. §§ 1391 and 1400 but denies that Charter is entitled to its requested relief.

124. Rembrandt has previously asserted in this litigation that Cablevision Systems Corporation and CSC Holdings, Inc. infringe U.S. Patent No. 4,937,819; 5,008,903; 5,243,627; 5,719,858 and 5,852,631. Rembrandt's counterclaims additionally assert that Cablevision infringes U.S. Patent Nos. 4,937,819, 5,008,903, 5,710,761, 5,719,858, 5,778,234, 5,852,631, 6,131,159, and 6,950,444 (together with the' 627 patent, "the asserted patents"). An actual controversy exists between Rembrandt and Cablevision over the alleged infringement, invalidity, and unenforceability of the asserted patents. Answer: Admitted.

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First Counter-Counterclaim 125. Cablevision incorporates and realleges Paragraphs 1 through 124 as though fully set forth herein. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 124 as if fully set forth herein.

126. Cablevision has not infringed and does not directly or indirectly infringe any valid, enforceable claim of any of the asserted patents, either literally or under the doctrine of equivalents. Answer: Denied. Second Counter-Counterclaim 127. Cablevision incorporates and realleges Paragraphs 1 through 126 as thought fully set forth herein. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 126 as if fully set forth herein.

128. The asserted patents are invalid for failing to satisfy one or more of the requirements of the Patent Act, 35 U.S.C. § 1, et seq., including, but not limited to, the conditions of patentability set forth in 35 U.S.C. §§ 101, 102, 103, and 112. Answer: Denied. AFFIRMATIVE DEFENSES First Affirmative Defense 1. The Counterclaims fail to state a claim upon which relief can be granted. Second Affirmative Defense 2. The `819, `903, `761, `858, `234, `631, `159, `444, and `627 patents are enforceable in all respects and infringed by Counter-Defendants Cablevision Systems Corporation and CSC Holdings, Inc.

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Third Affirmative Defense 3. estoppel. Fourth Affirmative Defense 4. waiver. Fifth Affirmative Defense 5. Cablevision is not entitled to the relief requested as a matter of law. Sixth Affirmative Defense 6. Cablevision's counterclaims are barred by the doctrine of laches. Seventh Affirmative Defense 7. Rembrandt reserves the right to assert additional and/or different affirmative Cablevision's counterclaims are barred, in whole or in part, by the doctrine of Cablevision's counterclaims are barred, in whole or in part, by the doctrine of

defenses as discovery progresses, and hereby reserves the right to amend its reply to Cablevision's Counterclaim in support of any such defenses.

PRAYER FOR RELIEF Rembrandt denies that Counter-Counterclaimants Cablevision Systems Corporation and CSC Holdings, Inc. are entitled to any of the relief requested in their prayer for relief. Rembrandt respectfully requests that the Court enter judgment in its favor and against CounterCounterclaimants Cablevision Systems Corporation and CSC Holdings, Inc. on all of their claims; that the Court find this case exceptional and award Rembrandt its costs and attorneys' fees pursuant to 35 U.S.C. § 285; and that the Court award Rembrandt such other further relief as the Court deems appropriate.

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REMBRANDT TECHNOLOGIES, LP'S, COUNTER-COUNTERCLAIM AGAINST CABLEVISION SYSTEMS CORPORATION AND CSC HOLDINGS, INC. FOR PATENT INFRINGEMENT

Defendant/counter-plaintiff,

counter-defendant

and

counter-counterclaim plaintiff,

Rembrandt Technologies, LP ("Rembrandt") by and through the undersigned attorneys, asserts the following counterclaims against Cablevision Systems Corporation and CSC Holdings, Inc.(collectively "Cablevision") under the United States Patent Act, 35 U.S.C. § 1 et seq., as follows: THE PARTIES 1. Rembrandt is a limited partnership organized under the laws of the state of New

Jersey with its principal place of business at 401 City Avenue, Suite 900, Bala Cynwyd, PA 19004. 2. Cablevision Systems Corporation is a Delaware corporation with its principal

place of business at 1111 Stewart Avenue, Bethpage, New York 11714. 3. CSC Holdings, Inc. is a Delaware corporation with its principal place of business

at 1111 Stewart Avenue, Bethpage, New York 11714. JURISDICTION AND VENUE 4. This is an action for patent infringement, arising under the patent laws of the

United States, 35 U.S.C. § 1, et seq. 5. 1338(a). 6. This Court has personal jurisdiction over Cablevision because it has submitted to Subject matter jurisdiction is proper in this court under 28 U.S.C. §§ 1331 and

the jurisdiction of this Court by filing the instant counterclaim; in addition, the Court has

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personal jurisdiction over Cablevision because it has committed acts of patent infringement in this judicial district, and/or has other sufficient contacts with Delaware. 7. 1400(b). COUNT I ­ INFRINGEMENT OF U.S. PATENT NO. 5,243,627 8. Rembrandt realleges and incorporates herein by reference the allegations stated in Venue is proper in this judicial district under 28 U.S.C. §§ 1391(b), (c), and

paragraphs 1-7 of this Counterclaim. 9. Rembrandt is the owner of all right, title and interest of U.S. Patent No.

5,243,627, entitled "Signal Point Interleaving Technique" ("the `627 patent.") (Exhibit A hereto). 10. The '627 patent was duly and legally issued by the United States Patent and

Trademark Office on September 7, 1993. 11. 12. Cablevision operates cable television systems throughout the United States. Cablevision has directly or indirectly infringed, and is continuing to directly or

indirectly infringe, the '627 patent by practicing or causing others to practice (by inducement and/or contributorily) the inventions claimed in the '627 patent, in this district or otherwise within the United States. For example, Cablevision has infringed and continues to infringe the '627 patent by its receipt and retransmission over their cable television systems of digital terrestrial broadcast signals that comply with the ATSC Digital Television Standard. 13. Upon information and belief, Cablevision will continue to infringe the '627 patent

unless enjoined by this Court. Upon information and belief, such infringement has been, and will continue to be, willful, making this an exceptional case and entitling Rembrandt to increased damages and reasonable attorneys' fees pursuant to 35 U.S.C. §§ 284 and 285.

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PRAYER FOR RELIEF WHEREFORE, Rembrandt and Remstream pray that they have judgment against Cablevision for the following: 1. A judgment that Cablevision has infringed the patents-in-suit as alleged by

Rembrandt and/or Remstream; 2. A permanent injunction enjoining and restraining Cablevision and its agents,

servants, employees, affiliates, divisions, and subsidiaries, and those in association with them, from making, using, testing, offering to sell, selling, leasing, and importing into the United States any product, or using, offering to sell, offering to lease, selling, or leasing any service, that falls within the scope of any claim of a patent-in-suit asserted against a party. 3. 4. 5. An award of damages, and pre-judgment and post-judgment interest; An award of increased damages pursuant to 35 U.S.C. § 284; A judgment that this case is exceptional under 35 U.S.C. § 285 and requiring

Cablevision to pay the costs of this action, including all disbursements and attorneys' fees; and 6. Such other and further relief, at law or in equity, to which Rembrandt and/or

Remstream are justly entitled. JURY DEMAND Rembrandt and Remstream hereby demand a jury trial on all issues appropriately triable by a jury.

Dated: April 11, 2008

/s/ Collins J. Seitz, Jr. Collins J. Seitz, Jr. (#2237) Francis DiGiovanni (#3189) James D. Heisman (#2746) Kristen Healey Cramer (#4512) CONNOLLY BOVE LODGE & HUTZ LLP

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The Nemours Building 1007 N. Orange Street Wilmington, DE 19899 Phone (302) 658-9141 [email protected] [email protected] [email protected] [email protected] Attorneys for Rembrandt Technologies, LP, and Rembrandt Technologies, LLC d/b/a Remstream

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ______________________________________ ) ) ) IN RE: REMBRANDT TECHNOLOGIES, LP ) PATENT LITIGATION ) ) ______________________________________ ) ) ) MOTOROLA, INC., CISCO SYSTEMS, INC., ) SCIENTIFIC-ATLANTA, INC., ARRIS GROUP, ) INC., THOMSON, INC., AMBIT ) MICROSYSTEMS, INC., and NETGEAR, INC., ) ) Plaintiffs, ) ) v. ) ) REMBRANDT TECHNOLOGIES, LP, ) ) Defendant. ) ) ______________________________________ ) ) REMBRANDT TECHNOLOGIES, LP, and ) REMBRANDT TECHNOLOGIES, LLC d/b/a ) REMSTREAM, ) ) Counter-Plaintiffs, ) ) v. ) ) MOTOROLA, INC., CISCO SYSTEMS, INC., ) SCIENTIFIC-ATLANTA, INC., ARRIS GROUP, ) INC., THOMSON, INC., AMBIT ) MICROSYSTEMS, INC., NETGEAR, INC., TIME WARNER CABLE, INC., TIME WARNER CABLE ) LLC, TIME WARNER NEW YORK CABLE LLC, ) TIME WARNER ENTERTAINMENT COMPANY, ) ) LP, COMCAST CORPORATION, COMCAST ) CABLE COMMUNICATIONS, LLC, CHARTER ) COMMUNICATIONS, INC., CHARTER ) COMMUNICATIONS OPERATING, LLC,

MDL Docket No. 07-md-1848 (GMS)

Civil Action No. 07-752-GMS

JURY TRIAL DEMANDED

Civil Action No. 07-752-GMS

JURY TRIAL DEMANDED

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COXCOM, INC., CSC HOLDINGS, INC., CABLEVISION SYSTEMS CORPORATION, ADELPHIACOMMINICATIONS CORPORATION, CENTURY-TCI CALIFORNIA COMMUNICATIONS, LP, CENTURY-TCI HOLDINGS, LLC, COMCAST OF FLORIDA/PENNSYLVANIA, L.P. (f/k/a PARNASSOS, LP), COMCAST OF PENNSYLVANIA II, L.P. (f/k/a CENTURY-TCI CALIFORNIA, L.P.), PARNASSOS COMMUNICATIONS, LP, ADELPHIA CONSOLIDATION, LLC, PARNASSOS HOLDINGS, LLC, and WESTERN NY CABLEVISION, LP, Counter-Defendants. ______________________________________ REMBRANDT TECHNOLOGIES, LP, and REMBRANDT TECHNOLOGIES, LLC d/b/a REMSTREAM, Counter Counterclaim-Plaintiffs, v. TIME WARNER ENTERTAINMENTADVANCE/NEWHOUSE PARTNERSHIP, and COMCAST CABLE COMMUNICATION HOLDINGS, INC. Counter Counterclaim-Defendants. ______________________________________

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

FIRST AMENDED REPLY OF REMBRANDT TECHNOLOGIES, LP AND REMBRANDT TECHNOLOGIES, LLC d/b/a REMSTREAM TO COUNTERCLAIMS OF CHARTER COMMUNICATIONS, INC. AND CHARTER COMMUNICATIONS OPERATING, LLC AND COUNTER-COUNTERCLAIM Defendant/Counter-Plaintiffs Rembrandt Technologies, LP and Rembrandt Technologies, LLC d/b/a Remstream (collectively "Rembrandt"), by their undersigned attorneys, reply to the

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counterclaims

of

Counter-Defendants

Charter

Communications,

Inc.

and

Charter

Communications Operating, LLC (collectively "Charter") as follows: Jurisdiction and Venue 1. These Counterclaims arise under the United States patent laws and the declaratory judgment statute. The Court has subject matter jurisdiction pursuant to 28 U.S.C. §§ 1338(a), 1367, 2201 and 2202. Answer: Rembrandt admits that Charter purports to bring a declaratory judgment counterclaim of non-infringement and invalidity under the Declaratory Judgment Act, 28 U.S.C. §§ 2201-2202 and the patent laws of the United States, 35 U.S.C. § 100 et seq., but denies that Charter is entitled to its requested relief. Rembrandt does not dispute that this Court has jurisdiction over the asserted claims.

2. This Court has personal jurisdiction over Rembrandt and Remstream because they have submitted to the jurisdiction of this Court by filing their Counterclaim for Patent Infringement in the instant action. Answer: Admitted only that this Court has personal jurisdiction over Rembrandt and Remstream for purposes of this case. Except as expressly admitted, Rembrandt denies the remaining allegations of this paragraph 2.

3.

Venue in this District is proper under 28 U.S.C. §§ 1391 and 1400.

Answer: Rembrandt does not contest that venue is proper in this judicial district under 28 U.S.C. §§ 1391 and 1400, but denies that Charter is entitled to its requested relief. Factual Background 4. Rembrandt and Remstream have accused Charter of infringing the `761, `234, `159, and `444 patents, directly and/or indirectly. Answer: Admitted.

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5. Rembrandt has accused Charter of infringing U.S. Patent No. 5,243,627 ("the `627 patent") entitled "Signal Point Interleaving Technique" (attached hereto as Exhibit A) and the `819, `903, `858, and `631 patents, directly and/or indirectly. Answer: Admitted.

6. The `819, '903, '761, '858, '234, '631, '159, `444, and `627 patents are invalid, and have not been and are not infringed by Charter, either directly or indirectly. Answer: Denied.

7. Consequently, there is an actual case or controversy between the parties over the infringement, validity, and/or enforceability of the `819, `903, `761, `858, `234, `631, `159, `444, and `627 patents. Answer: Admitted. Count I 8. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

9. Charter has not infringed and does not infringe, directly or indirectly, any valid and enforceable claim of the `819 patent. Answer: Denied.

10. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt filed suit against Charter alleging infringement of the `819 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter.

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Count II 11. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

12. Charter has not infringed and does not infringe, directly or indirectly, any valid and enforceable claim of the `903 patent. Answer: Denied.

13. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt filed suit against Charter alleging infringement of the `903 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count III 14. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

15. Charter has not infringed and does not infringe, directly or indirectly, any valid and enforceable claim of the `761 patent. Answer: Denied.

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16. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt and Remstream filed suit against Charter alleging infringement of the `761 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count IV 17. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

18. Charter has not infringed and does not infringe, directly or indirectly, any valid and enforceable claim of the `858 patent. Answer: Denied.

19. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt filed suit against Charter alleging infringement of the `858 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count V 20. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

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21. Charter has not infringed and does not infringe, directly or indirectly, any valid and enforceable claim of the `234 patent. Answer: Denied.

22. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt and Remstream filed suit against Charter alleging infringement of the `234 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count VI 23. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

24. Charter has not infringed and does not infringe, directly or indirectly, any valid and enforceable claim of the `631 patent. Answer: Denied. 25. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt filed suit against Charter alleging infringement of the `631 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter.

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Count VII 26. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

27. Charter has not infringed and does not infringe, directly or indirectly, any valid and enforceable claim of the `159 patent. Answer: Denied.

28. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt and Remstream filed suit against Charter alleging Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count VIII 29. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

30. Charter has not infringed and does not infringe, directly or indirectly, any valid and enforceable claim of the `444 patent. Answer: Denied.

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31. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt and Remstream filed suit against Charter alleging infringement of the `444 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count IX 32. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

33. Charter has not infringed and does not infringe, directly or indirectly, any valid and enforceable claim of the `627 patent. Answer: Denied.

34. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt filed suit against Charter alleging infringement of the `627 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count X 35. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

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36. The claims of the `819 patent are invalid under one or more of 35 U.S.C. §§ 101, 102, 103 and 112. Answer: Denied. 37. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt filed suit against Charter alleging infringement of the `819 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count XI 38. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

39. The claims of the `903 patent are invalid under one or more of 35 U.S.C. §§ 101, 102, 103 and 112. Answer: Denied.

40. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt filed suit against Charter alleging infringement of the `903 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter.

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Count XII 41. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

42. The claims of the `761 patent are invalid under one or more of 35 U.S.C. §§ 101, 102, 103 and 112. Answer: Denied. 43. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt and Remstream filed suit against Charter alleging infringement of the `761 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count XIII 44. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

45. The claims of the '858 patent are invalid under one or more of 35 U.S.C. §§ 101, 102, 103 and 112. Answer: Denied.

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46. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt filed suit against Charter alleging infringement of the `858 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count XIV 47. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

48. The claims of the `234 patent are invalid under one or more of 35 U.S.C. §§ 101, 102,103 and 112. Answer: Denied. 49. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt and Remstream filed suit against Charter alleging infringement of the `234 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count XV 50. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

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51. The claims of the '631 patent are invalid under one or more of 35 U.S.C. §§ 101, 102, 103 and 112. Answer: Denied.

52. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt filed suit against Charter alleging infringement of the `631 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count XVI 53. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

54. The claims of the `159 patent are invalid under one or more of 35 U.S.C. §§ 101, 102, 103 and 112. Answer: Denied. 55. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt and Remstream filed suit against Charter alleging infringement of the `159 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count XVII 56. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer:

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Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

57. The claims of the '444 patent are invalid under one or more of 35 U.S.C. §§ 101, 102, 103, and 112. Answer: Denied. 58. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt and Remstream filed suit against Charter alleging infringement of the `444 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter. Count XVIII 59. Charter restates and incorporates by reference its allegations in paragraphs 1-7 of its Counterclaims. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 7 as if fully set forth herein.

60. The claims of the `627 patent are invalid under one or more of 35 U.S.C. §§ 101, 102, 103 and 112. Answer: Denied. 61. This is an exceptional case under 35 U.S.C. § 285 because Rembrandt filed suit against Charter alleging infringement of the `627 patent with knowledge of the facts stated in this Counterclaim. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by Charter.

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AFFIRMATIVE DEFENSES First Affirmative Defense 1. The Counterclaims fail to state a claim upon which relief can be granted. Second Affirmative Defense 2. The '819, `903, `761, `858, `234, `631, `159, `444, and `627 patents are enforceable in all respects and infringed by Charter. Third Affirmative Defense 3. estoppel. Fourth Affirmative Defense 4. Charter's counterclaims are barred, in whole or in part, by the doctrine of waiver. Fifth Affirmative Defense 5. Charter is not entitled to the relief requested as a matter of law. Sixth Affirmative Defense 6. Charter's counterclaims are barred by the doctrine of laches. Seventh Affirmative Defense 7. Rembrandt reserves the right to assert additional and/or different affirmative Charter's counterclaims are barred, in whole or in part, by the doctrine of

defenses as discovery progresses, and hereby reserves the right to amend its reply to Charter's Counterclaim in support of any such defenses.

PRAYER FOR RELIEF Rembrandt denies that the Charter Counterclaimants are entitled to any of the relief requested in their prayer for relief. Rembrandt respectfully requests that the Court enter

judgment in its favor and against the Charter Counterclaimants on all of their claims; that the

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Court find this case exceptional and award Rembrandt its costs and attorneys' fees pursuant to 35 U.S.C. § 285; and that the Court award Rembrandt such other further relief as the Court deems appropriate.

REMBRANDT TECHNOLOGIES, LP'S COUNTER-COUNTERCLAIM AGAINST CHARTER COMMUNICATIONS, INC. AND CHARTER COMMUNICATIONS OPERATING, LLC FOR PATENT INFRINGEMENT Defendant/counter-plaintiff, counter-defendant, and counter-counterclaim plaintiff, Rembrandt Technologies, LP ("Rembrandt"), by and through the undersigned attorneys, asserts the following counterclaim against Charter Communications, Inc. and Charter Communications Operating, LLC (collectively "Charter Counterclaimants") under the United States Patent Act, 35 U.S.C. § 1 et seq., as follows: THE PARTIES 1. Rembrandt is a limited partnership organized under the laws of the state of New

Jersey with its principal place of business at 401 City Avenue, Suite 900, Bala Cynwyd, PA 19004. 2. Charter Communications, Inc. is a corporation organized under the laws of the

state of Delaware with its principal place of business at 12405 Powerscout Drive, Ste. 100, St. Louis, Missouri 63131. 3. Charter Communications Operating, LLC is a limited liability company

corporation organized under the laws of the state of Delaware with its principal place of business at 12405 Powerscout Drive, Ste. 100, St. Louis, Missouri 63131.

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JURISDICTION AND VENUE 4. This is an action for patent infringement, arising under the patent laws of the

United States, 35 U.S.C. § 1, et seq. 5. 1338(a). 6. This Court has personal jurisdiction over the Charter Counterclaimants because Subject matter jurisdiction is proper in this court under 28 U.S.C. §§ 1331 and

they either have previously availed themselves of the Court's jurisdiction, have committed acts of patent infringement in this judicial district, regularly transact business in Delaware, and/or have other sufficient contacts with Delaware. 7. 1400(b). COUNT I ­ INFRINGEMENT OF U.S. PATENT NO. 5,243,627 8. Rembrandt realleges and incorporates herein by reference the allegations stated in Venue is proper in this judicial district under 28 U.S.C. §§ 1391(b), (c), and

paragraphs 1-7 of this Counterclaim. 9. Rembrandt is the owner of all right, title and interest of U.S. Patent No.

5,243,627, entitled "Signal Point Interleaving Technique" ("the '627 patent") (Exhibit A to the Charter Counterclaimant's Counterclaim). 10. The '627 patent was duly and legally issued by the United States Patent and

Trademark Office on September 7, 1993. 11. The Charter Counterclaimants are operators of cable television systems

throughout the United States. 12. The Charter Counterclaimants have directly or indirectly infringed, and are

continuing to directly or indirectly infringe, the '627 patent by practicing or causing others to

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practice (by inducement and/or contributorily) the inventions claimed in the '627 patent, in this district or otherwise within the United States. For example, the Charter Counterclaimants have infringed and continue to infringe the '627 patent by their receipt and retransmission over their cable television systems of digital terrestrial broadcast signals that comply with the ATSC Digital Television Standard. 13. Upon information and belief, the Charter Counterclaimants will continue to

infringe the '627 patent unless enjoined by this Court. Upon information and belief, such infringement has been, and will continue to be, willful, making this an exceptional case and entitling Rembrandt to increased damages and reasonable attorneys' fees pursuant to 35 U.S.C. §§ 284 and 285. PRAYER FOR RELIEF WHEREFORE, Rembrandt and Remstream pray that they have judgment against the Charter Counterclaimants for the following: 1. A judgment that the Charter Counterclaimants have infringed the patents-in-suit

as alleged by Rembrandt and/or Remstream; 2. A permanent injunction enjoining and restraining the Charter Counterclaimants

and their agents, servants, employees, affiliates, divisions, and subsidiaries, and those in association with them, from making, using, testing, offering to sell, selling, leasing, and importing into the United States any product, or using, offering to sell, offering to lease, selling, or leasing any service, that falls within the scope of any claim of a patent-in-suit asserted against a party. 3. 4. An award of damages, and pre-judgment and post-judgment interest; An award of increased damages pursuant to 35 U.S.C. § 284;

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5.

A judgment that this case is exceptional under 35 U.S.C. § 285 and requiring the

Charter Counterclaimants to pay the costs of this action, including all disbursements and attorneys' fees; and 6. Such other and further relief, at law or in equity, to which Rembrandt and/or

Remstream are justly entitled. JURY DEMAND Rembrandt and Remstream hereby demand a jury trial on all issues appropriately triable by a jury.

Dated: April 11, 2008

/s/ Collins J. Seitz, Jr. Collins J. Seitz, Jr. (#2237) Francis DiGiovanni (#3189) James D. Heisman (#2746) Kristen Healey Cramer (#4512) CONNOLLY BOVE LODGE & HUTZ LLP The Nemours Building 1007 N. Orange Street Wilmington, DE 19899 Phone (302) 658-9141 [email protected] [email protected] [email protected] [email protected] Attorneys for Rembrandt Technologies, LP, and Rembrandt Technologies, LLC d/b/a Remstream

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE ______________________________________ ) ) ) IN RE: REMBRANDT TECHNOLOGIES, LP ) PATENT LITIGATION ) ) ______________________________________ ) ) ) MOTOROLA, INC., CISCO SYSTEMS, INC., ) SCIENTIFIC-ATLANTA, INC., ARRIS GROUP, ) INC., THOMSON, INC., AMBIT ) MICROSYSTEMS, INC., and NETGEAR, INC., ) ) Plaintiffs, ) ) v. ) ) REMBRANDT TECHNOLOGIES, LP, ) ) Defendant. ) ) ______________________________________ ) ) REMBRANDT TECHNOLOGIES, LP, and ) REMBRANDT TECHNOLOGIES, LLC d/b/a ) REMSTREAM, ) ) Counter-Plaintiffs, ) ) v. ) ) MOTOROLA, INC., CISCO SYSTEMS, INC., ) SCIENTIFIC-ATLANTA, INC., ARRIS GROUP, ) INC., THOMSON, INC., AMBIT ) MICROSYSTEMS, INC., NETGEAR, INC., TIME WARNER CABLE, INC., TIME WARNER CABLE ) LLC, TIME WARNER NEW YORK CABLE LLC, ) TIME WARNER ENTERTAINMENT COMPANY, ) ) LP, COMCAST CORPORATION, COMCAST ) CABLE COMMUNICATIONS, LLC, CHARTER ) COMMUNICATIONS, INC., CHARTER ) COMMUNICATIONS OPERATING, LLC,

MDL Docket No. 07-md-1848 (GMS)

Civil Action No. 07-752-GMS

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COXCOM, INC., CSC HOLDINGS, INC., CABLEVISION SYSTEMS CORPORATION, ADELPHIACOMMINICATIONS CORPORATION, CENTURY-TCI CALIFORNIA COMMUNICATIONS, LP, CENTURY-TCI HOLDINGS, LLC, COMCAST OF FLORIDA/PENNSYLVANIA, L.P. (f/k/a PARNASSOS, LP), COMCAST OF PENNSYLVANIA II, L.P. (f/k/a CENTURY-TCI CALIFORNIA, L.P.), PARNASSOS COMMUNICATIONS, LP, ADELPHIA CONSOLIDATION, LLC, PARNASSOS HOLDINGS, LLC., and WESTERN NY CABLEVISION, LP, Counter-Defendants. ______________________________________ REMBRANDT TECHNOLOGIES, LP, and REMBRANDT TECHNOLOGIES, LLC d/b/a REMSTREAM, Counter Counterclaim-Plaintiffs, v. TIME WARNER ENTERTAINMENTADVANCE/NEWHOUSE PARTNERSHIP, and COMCAST CABLE COMMUNICATION HOLDINGS, INC. Counter Counterclaim-Defendants. ______________________________________

) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

FIRST AMENDED REPLY OF REMBRANDT TECHNOLOGIES, LP AND REMBRANDT TECHNOLOGIES, LLC d/b/a REMSTREAM TO COUNTERCLAIMS OF COMCAST CABLE COMMUNICATIONS HOLDINGS, INC., COMCAST CORPORATION, COMCAST CABLE COMMUNICATIONS, LLC, CENTURY-TCI CALIFORNIA COMMUNICATION, LP, COMCAST OF FLORIDA/PENNSYLVANIA, LP, COMCAST OF PENNSYLVANIA II, LP AND PARNASSOS COMMUNICATIONS, LP AND COUNTER-COUNTERCLAIMS Defendant/Counter-Plaintiffs Rembrandt Technologies, LP and Rembrandt Technologies, LLC d/b/a Remstream (collectively "Rembrandt"), by their undersigned attorneys, reply to the

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counterclaims of Counter-Defendants Comcast Cable Communications Holdings, Inc., Comcast Corporation, Comcast Cable Communications, LLC, Century-TCI California Communications, LP, Comcast of Florida/Pennsylvania, LP, Comcast of Pennsylvania II, LP and Parnassos Communications, LP (collectively "Comcast Counterclaimants") as follows: Parties 1. Comcast Corporation is a corporation organized under the laws of the Commonwealth of Pennsylvania, having its principal place of business at 1500 Market Street, Philadelphia, PA. Answer: Upon information and belief, Rembrandt admits that Comcast Corporation is a corporation organized under the laws of the state of Pennsylvania with its principal place of business at 1500 Market Street, Philadelphia, Pennsylvania 19103.

2. Comcast Cable Communications, LLC is a limited liability company organized under the laws of the State of Delaware, having its principal place of business at One Comcast Center, Philadelphia, PA 19103. Answer: Upon information and belief, Rembrandt admits that Comcast Cable Communications, LLC is a limited liability company organized under the laws of Delaware having its principal place of business at One Comcast Center, Philadelphia, PA 19103.

3. Century-TCI California Communications, LP is a limited partnership organized under the laws of the State of Delaware, having its principal place of business at One Comcast Center, Philadelphia, PA 19103. Answer: Upon information and belief, Rembrandt admits that Century-TCI California Communications, LP is a limited partnership organized under the laws of the state of Delaware having its principal place of business at One Comcast Center, Philadelphia, PA 19103.

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4. Comcast of Florida/Pennsylvania, LP, f/k/a Parnassos, LP, is a limited partnership organized under the laws of the State of Delaware, having its principal place of business at One Comcast Center, Philadelphia, PA 19103. Answer: Upon information and belief, Rembrandt admits that Comcast of Florida/Pennsylvania, LP, f/k/a Parnassos, LP, is a limited partnership organized under the laws of the state of Delaware having its principal place of business at One Comcast Center, Philadelphia, PA 19103.

5. Comcast of Pennsylvania II, LP, f/k/a Century-TCI California, LP, is a limited partnership organized under the laws of the State of Delaware, having its principal place of business at One Comcast Center, Philadelphia, PA 19103. Answer: Upon information and belief, Rembrandt admits that Comcast of Pennsylvania II, LP, f/k/a Century-TCI California, LP, is a limited partnership organized under the laws of the state of Delaware having its principal place of business at One Comcast Center, Philadelphia, PA 19103.

6. Parnassos Communications, LP is a limited partnership organized under the laws of the State of Delaware, having its principal place of business at One Comcast Center, Philadelphia, PA 19103. Answer: Upon information and belief, Rembrandt admits that Parnassos Communications, LP is a limited partnership organized under the laws of the state of Delaware having its principal place of business at One Comcast Center, Philadelphia, PA 19103.

7. Comcast Cable Communications Holdings, Inc. is a corporation organized under the laws of the State of Delaware, having its principal place of business at One Comcast Center, Philadelphia, PA 19103. Joinder of Comcast Cable Communications Holdings, Inc., as a counter-counterclaimant is proper under Federal Rules of Civil Procedure 13(h) and 19. Answer: Upon information and belief, Rembrandt admits that Comcast Cable Communications Holdings, Inc. is a corporation organized under the laws of the state of Delaware having its principal place of business at One Comcast Center, Philadelphia, PA 19103. Upon information and belief, Rembrandt admits that joinder of Comcast Cable Communications Holdings, Inc.'s is proper.

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8. On information and belief, Rembrandt Technologies, LP is a limited partnership organized under the laws of the State of New Jersey with its principal place of business at 401 City Avenue, Suite 900, Bala Cynwyd, PA. Answer: Admitted.

9. On information and belief, Rembrandt Technologies, LLC d/b/a Remstream is a limited liability corporation organized under the laws of the State of Delaware with its headquarters at 401 City Avenue, Suite 900, Bala Cynwyd, PA. Answer: Admitted. Jurisdiction and Venue 10. This Court has jurisdiction over the Counter-Counterclaims under the Federal Declaratory Judgment Act, 28 U.S.C. §§ 2201-2202, and federal question jurisdiction under 28 U.S.C. §§ 1331 and 1338(a) because this action arises under the Patent Laws in Title 35 of the United States Code. Answer: Admitted that this Court has subject matter jurisdiction and that the Comcast Counterclaimants purport to seek a declaratory judgment pursuant to 28 U.S.C. § 2201 and 2202, but denied that the Comcast Counterclaimants are entitled to their requested relief.

11. This Court has personal jurisdiction over Rembrandt Technologies, LP and Rembrandt Technologies, LLC d/b/a Remstream, because they have submitted to the jurisdiction of this Court, regularly conduct business in Delaware, and have other sufficient contacts with Delaware. In addition, Rembrandt Technologies, LLC d/b/a Remstream is a Delaware entity. Answer: Admitted only that this Court has personal jurisdiction over Rembrandt, which as defined above includes Remstream, for purposes of this case and that Rembrandt Technologies, LLC is a Delaware entity. Except as expressly admitted, the remaining allegations of this paragraph 11 are denied.

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12.

Venue in this District is proper under 28 U.S.C. §§ 1391 and 1400.

Answer: Rembrandt does not contest that venue is proper in this judicial district under 28 U.S.C. §§ 1391 and 1400, but denied that the Comcast Counterclaimants are entitled to their requested relief. Facts 13. On information and belief, Rembrandt claims to own all rights, title, and interest in and to the `819, `903, `761, `858, `234, `631, `159 and `444 patents. In addition, Rembrandt claims to own all rights, title and interest in and to United States Patent No. 5,243,627 ("the `627 patent"), entitled "Signal Point Interleaving Technique" ("the `627 patent"), issued on September 7, 1993. (Ex. A hereto) Answer: Admitted that Rembrandt Technologies, LP owns all rights, title and interest in the `819, `903, `761, `858, `234, `631, `159, `444 and the `627 patents.

14. Rembrandt has accused one or more of the Comcast Counter-Counterclaimants and one or more of the Comcast Counter-Defendants' parents, subsidiaries or affiliates, including the parent of and subsidiaries of Comcast Cable Communications Holdings, Inc., of infringing the `819, `903, `761, `858, `234, `631, `159, `444, and `627 patents ("Rembrandt's asserted patents"). Answer: Admitted.

15. An actual case or controversy exists between the Comcast CounterCounterclaimants and Rembrandt as to the infringement, validity, and enforceability of Rembrandt's asserted patents. Answer: Admitted.

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Count I Declaratory Judgment of Noninfringement, Invalidity and Non-infringement of the `819 Patent 16. The Comcast Counter-Counterclaimants reallege and incorporate by reference Paragraphs 1 through 15 above, and all responses set forth above by the Comcast CounterDefendants in their Reply to Rembrandt's Counterclaims and Affirmative Defenses. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 15, and all allegations in their Counterclaims asserted against the Comcast Counter- Defendants as if fully set forth herein.

17. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates, have not infringed and are not now infringing the `819 patent. Answer: Denied.

18. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates have not caused others to infringe, and are not now causing others to infringe, the `819 patent. Answer: Denied.

19.

The `819 patent is invalid under, without limitations, 35 U.S.C. §§ 101-103, 112.

Answer: Denied.

20. Rembrandt has committed patent misuse by accusing the Comcast CounterCounterclaimants, and their parents, subsidiaries or affiliates, of infringing the `819 patent with knowledge that the `819 patent is invalid and/or not infringed. Answer: Denied.

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21. The Comcast Counter-Counterclaimants are entitled to a declaratory judgment that neither they, nor their parents, subsidiaries or affiliates have infringed, nor are infringing, the `819 patent, and that the `819 patent is invalid and unenforceable. Answer: Denied.

22. This Counter-Counterclaim is exceptional under 35 U.S.C. § 285, and the Comcast Counter-Claimants are entitled to an award of their reasonable attorneys' fees. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by the Comcast Counter-Defendants. Count II Declaratory Judgment of Non-infringement, Invalidity and Non-infringement of the `903 Patent 23. The Comcast Counter-Counterclaimants reallege and incorporate by reference Paragraphs 1 through 22 above, and all responses set forth above by the Comcast CounterDefendants in their Reply to Rembrandt's Counterclaims and Affirmative Defenses. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 22, and all allegations in their Counterclaims asserted against the Comcast Counter- Defendants as if fully set forth herein. 24. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates, have not infringed and are not now infringing the `903 patent. Answer: Denied.

25. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates have not caused others to infringe, and are not now causing others to infringe, the `903 patent. Answer: Denied.

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26.

The `903 patent is invalid under, without limitation, 35 U.S.C. §§ 101-103, 122.

Answer: Denied.

27. Rembrandt has committed patent misuse by accusing the Comcast CounterCounterclaimants, and their parents, subsidiaries or affiliates, of infringing the `903 patent with knowledge that the `903 patent is invalid and/or not infringed. Answer: Denied.

28 The Comcast Counter-Counterclaimants are entitled to a declaratory judgment that neither they, nor their parents, subsidiaries or affiliates have infringed, nor are infringing, the `903 patent, and that the `903 patent is invalid and unenforceable. Answer: Denied.

29. This Counter-Counterclaim is exceptional under 35 U.S.C. § 285, and the Comcast Counter-Claimants are entitled to an award of their reasonable attorneys' fees. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by the Comcast Counter-Defendants. Count III Declaratory Judgment of Non-infringement, Invalidity and Non-infringement of the `761 Patent 30. The Comcast Counter-Counterclaimants reallege and incorporate by reference Paragraphs 1 through 29 above, and all responses set forth above by the Comcast CounterDefendants in their Reply to Rembrandt's Counterclaims and Affirmative Defenses. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 29, and all allegations in their Counterclaims asserted against the Comcast Counter- Defendants as if fully set forth herein.

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31. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates, have not infringed and are not now infringing the `761 patent. Answer: Denied.

32. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates have not caused others to infringe, and are not now causing others to infringe, the `761 patent. Answer: Denied.

33.

The `761 patent is invalid under, without limitation, 35 U.S.C. §§ 101-13, 122.

Answer: Denied.

34. Rembrandt has committed patent misuse by accusing the Comcast CounterCounterclaimants, and their parents, subsidiaries or affiliates, of infringing the `761 patent with knowledge that the `761 patent is invalid and/or not infringed. Answer: Denied.

35. The Comcast Counter-Counterclaimants are entitled to a declaratory judgment that neither they, nor their patents, subsidiaries or affiliates have infringed, nor are infringing, the `761 patent, and that the `761 patent is invalid and unenforceable. Answer: Denied.

36. This Counter-Counterclaim is exceptional under 35 U.S.C. § 285, and the Comcast Counter-Claimants are entitled to an award of their reasonable attorneys' fees. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by the Comcast Counter-Defendants.

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Count IV Declaratory Judgment of Non-infringement, Invalidity and Non-infringement of the `858 Patent 37. The Comcast Counter-Counterclaimants reallege and incorporate by reference Paragraphs 1 through 36 above, and all responses set forth above by the Comcast CounterDefendants in their Reply to Rembrandt's Counterclaims and Affirmative Defenses. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 36, and all allegations in their Counterclaims asserted against the Comcast Counter- Defendants as if fully set forth herein.

38. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates, have not infringed and are not now infringing the `858 patent. Answer: Denied.

39. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates have not caused others to infringe and are not now infringing the `858 patent. Answer: Denied.

40.

The `858 patent is invalid under, without limitation, 35 U.S.C. §§ 101-103, 112.

Answer: Denied.

41. Rembrandt has committed patent misuse by accusing the Comcast CounterCounterclaimants, and their parents, subsidiaries or affiliates, of infringing the `858 patent with knowledge that the'858 patent is invalid and/or not infringed. Answer: Denied.

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42. The Comcast Counter-Counterclaimants are entitled to a declaratory judgment that neither they, nor their parents, subsidiaries or affiliates have infringed, nor are infringing, the `858 patent, and that the `858 patent is invalid and unenforceable. Answer: Denied.

43. This Counter-Counterclaim is exceptional under 35 U.S.C. § 285, and the Comcast Counter-Claimants are entitled to an award of their reasonable attorneys' fees. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by the Comcast Counter-Defendants. Count V Declaratory Judgment of Non-infringement, Invalidity and Non-infringement of the `234 Patent 44. The Comcast Counter-Counterclaimants reallege and incorporate by reference Paragraphs 1 through 43 above, and all responses set forth above by the Comcast CounterDefendants in their Reply to Rembrandt's Counterclaims and Affirmative Defenses. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 43, and all allegations in their Counterclaims asserted against the Comcast Counter- Defendants as if fully set forth herein.

45. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates, have not infringed and are not now infringing the `234 patent. Answer: Denied.

46. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates have not caused others to infringe, and are not now causing others to infringe, the `234 patent. Answer: Denied.

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47.

The `234 patent is invalid under, without limitation, 35 U.S.C. § 101-103, 112.

Answer: Denied.

48. Rembrandt has committed patent misuse by accusing the Comcast CounterCounterclaimants, and their parents, subsidiaries or affiliates, of infringing the `234 patent with knowledge that the `234 patent is invalid and/or not infringed. Answer: Denied.

49. The Comcast Counter-Counterclaimants are entitled to a declaratory judgment that neither they, nor their parents, subsidiaries or affiliates have infringed, nor are infringing, the `234 patent, and that the `234 patent is invalid and unenforceable. Answer: Denied.

50. This Counter-Counterclaim is exceptional under 35 U.S.C. § 285, and the Comcast Counter-Claimants are entitled to an award of their reasonable attorneys' fees. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by the Comcast Counter-Defendants. Count VI Declaratory Judgment of Non-infringement, Invalidity and Non-infringement of the `631 Patent 51. The Comcast Counter-Counterclaimants reallege and incorporate by reference Paragraphs 1 through 50 above, and all responses set forth above by the Comcast CounterDefendants in their Reply to Rembrandt's Counterclaims and Affirmative Defenses. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 50, and all allegations in their Counterclaims asserted against the Comcast Counter- Defendants as if fully set forth herein. .

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52. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates, have not infringed and are not now infringing the `631 patent. Answer: Denied.

53. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates have not caused others to infringe, and are not now causing others to infringe, the `631 patent. Answer: Denied.

54.

The `631 patent is invalid under, without limitation, 35 U.S.C. §§ 101-103, 112.

Answer: Denied.

55. Rembrandt has committed patent misuse by accusing the Comcast CounterCounterclaimants, and their parents, subsidiaries or affiliates, of infringing the `631 patent with knowledge that the `631 patent is invalid and/or not infringed. Answer: Denied.

56. The Comcast Counter-Counterclaimants are entitled to a declaratory judgment that neither they, nor their parents, subsidiaries or affiliates have infringed, nor are infringing, the `631 patent, and that the `631 patent is invalid and unenforceable. Answer: Denied.

57. This Counter-Counterclaim is exceptional under 35 U.S.C. § 285, and the Comcast Counter-Claimants are entitled to an award of their reasonable attorneys' fees. Answer: Denied that this case is exceptional with respect to any claim for attorneys' fees by the Comcast Counter-Defendants.

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Count VII Declaratory Judgment of Non-infringement, Invalidity and Non-infringement of the `159 Patent 58. The Comcast Counter-Counterclaimants reallege and incorporate by reference Paragraphs 1 through 57 above, and all responses set forth above by the Comcast CounterDefendants in their Reply to Rembrandt's Counterclaims and Affirmative Defenses. Answer: Rembrandt incorporates by reference its responses to paragraphs 1 through 57, and all allegations in their Counterclaims asserted against the Comcast Counter- Defendants as if fully set forth herein. .

59. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates, have not infringed and are not now infringing the `159 patent. Answer: Denied.

60. The Comcast Counter-Counterclaimants, and their parents, subsidiaries or affiliates have not caused others to infringe, and are not now causing others to infringe, the `159 patent. Answer: Denied.

61.

The `159 patent is invalid under, without limitation, 35 U.S.C. §§ 101-103, 112.

Answer: Denied.

62. Rembrandt has committed patent misuse by accusing the Comcast CounterCounterclaimants, and their parents, subsidiaries or affiliates, of infringing the `159 patent with knowledge that the `159 patent is invalid and/or not infringed. Answer: Denied.

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63. The Comcast Counter-Counterclaimants are entitled to a declaratory judgment that neither they, nor their parents, subsidiaries or affiliates have infringed, nor