Free Answer to Complaint - District Court of California - California

Case 5:08-cv-02587-RMW

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IGNACIO E. SALCEDA, State Bar No. 164017 BETTY CHANG ROWE, State Bar No. 214068 WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 Telephone: (650) 493-9300 Facsimile: (650) 565-5100 Email: [email protected] Email: [email protected] Attorneys for Defendant RF Micro Devices, Inc. UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA PHILLIP CHUANZE LIAO and YEECHIN SHIONG LIAO, Plaintiffs, v. RF MICRO DEVICES, INC., a North Carolina corporation, and DOES 1 through 50, inclusive, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) CASE NO.: C-08-02587 HRL DEFENDANT RF MICRO DEVICES, INC.'S ANSWER TO COMPLAINT

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Defendant, RF Micro Devices, Inc. ("RFMD") hereby answers the complaint as follows. Any averment, contention, or allegation in the complaint not unequivocally admitted by RFMD is denied. 1. 2. RFMD admits the allegations in paragraph 1 of the complaint. RFMD admits that it merged with Sirenza Microdevices, Inc. ("Sirenza") on

November 13, 2007. Except as expressly admitted, RFMD denies each and every other allegation in paragraph 2 of the complaint on the grounds that said allegation states legal conclusions. 3. RFMD admits the allegations in paragraph 3 of the complaint, except RFMD

denies that its principal place of business is at 7625 Thorndike Road. 4. RFMD lacks knowledge or information sufficient to form a belief as to the truth

of the allegations in paragraph 4 of the complaint, and therefore denies them. FACTUAL BACKGROUND 5. RFMD admits that plaintiffs were shareholders of Premier Devices, Inc.

("Premier") in 2005, and that Premier designed, manufactured and marketed a broad range of radio frequency components for wireless and other communication network applications. Except as expressly admitted, RFMD lacks knowledge or information sufficient to form a belief as to the truth of each and every other allegation in paragraph 5 of the complaint, and therefore denies them. 6. RFMD admits that Sirenza was a supplier of radio frequency components. Except

as expressly admitted, RFMD lacks knowledge or information sufficient to form a belief as to the truth of each and every other allegation in paragraph 6 of the complaint, and therefore denies them. 7. RFMD admits that Sirenza entered into an Agreement and Plan of Merger with

Premier in 2006 ("Merger Agreement"), which merger was consummated in 2006 ("Merger"). Except as expressly admitted, RFMD lacks knowledge or information sufficient to form a belief as to the truth of each and every other allegation in paragraph 7 of the complaint, and therefore denies them.

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8.

RFMD admits that plaintiffs entered into a Registration Rights Agreement (the

"Contract") dated February 4, 2006 in connection with the Merger and that a copy of the Contract, which is not a complete copy, is attached as Exhibit A to the complaint. Except as expressly admitted, RFMD denies each and every other allegation in paragraph 8 of the complaint. 9. RFMD denies the allegations in paragraph 9 of the complaint, as stated. RFMD

admits that the Merger Agreement provides that the parties shall use its respective reasonable best efforts to, among other things, remove any injunctions or other impediments or delays in order to consummate and make effective the transactions contemplated by the Merger Agreement. Except as expressly admitted, RFMD denies each and every other allegation in paragraph 9 of the complaint. 10. RFMD admits the allegations in paragraph 10 of the complaint, except RFMD

denies the allegation that the stock issuance was made pursuant to the Contract. 11. 12. RFMD admits the allegations in paragraph 11 of the complaint. RFMD admits the allegations in paragraph 12 of the complaint. First Cause of Action Breach of Contract 13. 14. 15. 16. 17. 18. RFMD incorporates by reference its responses to paragraphs 1 through 12. RFMD admits the allegations in paragraph 14 of the complaint. RFMD denies the allegations in paragraph 15 of the complaint. RFMD denies the allegations in paragraph 16 of the complaint. RFMD denies the allegations in paragraph 17 of the complaint. RFMD denies the allegations in paragraph 18 of the complaint. Second Cause of Action Breach of the Implied Covenant of Good Faith and Fair Dealing 19. 20. 21. RFMD incorporates by reference its responses to paragraphs 1 through 18. RFMD denies the allegations in paragraph 20 of the complaint. RFMD denies the allegations in paragraph 21 of the complaint. -23361638_1.DOC

DEF. RF MICRO DEVICES, INC.'S ANSWER TO COMPLAINT; CASE NO.: C-08-02587 HRL

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22. 23.

RFMD denies the allegations in paragraph 22 of the complaint. RFMD denies the allegations in paragraph 23 of the complaint. AFFIRMATIVE DEFENSES First Affirmative Defense

Plaintiffs have failed to state a claim upon which relief can be granted. Second Affirmative Defense Plaintiffs' claims are barred, in whole or in part, by waiver and/or estoppel. Plaintiffs signed a Waiver to Registration Rights Agreement, dated June 9, 2006, which expressly waives the claims alleged in the complaint. A true and correct copy of the Waiver to Registration Rights Agreement is attached as Exhibit A. Plaintiffs' conduct, actions, omissions and/or communications further waive plaintiffs' claims. Third Affirmative Defense Plaintiffs' claims are barred by the doctrine of unclean hands. Fourth Affirmative Defense Plaintiffs' alleged damages, which RFMD denies, are due, in whole or in part, to Plaintiffs' negligence. Fifth Affirmative Defense Plaintiffs have failed to mitigate damages, if any. RESERVATION OF RIGHTS RFMD has not knowingly or intentionally waived any applicable defenses and reserves the right to assert and rely on such other applicable defenses as may become available or apparent during discovery.

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1 2 3 4 5 6 7 8 9 10 11 Dated: June 2, 2008

PRAYER FOR RELIEF WHEREFORE, RFMD respectfully prays as follows: 1. 2. 3. 4. That the Court dismiss the complaint against RFMD with prejudice; That plaintiffs take nothing in this action. That the Court award RFMD its reasonable attorneys' fees and costs. That the Court aware RFMD such further relief as it may deem proper and just.

WILSON SONSINI GOODRICH & ROSATI Professional Corporation By: /s/ Ignacio E. Salceda Ignacio E. Salceda Attorneys for Defendant RF Micro Devices, Inc.

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