SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO /A

(Rule 14d-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

INTERTRUST TECHNOLOGIES  CORPORATION

(Name of Subject Company (Issuer))

FIDELIO ACQUISITION COMPANY, LLC

FIDELIO SUB, INC.

KONINKLIJKE PHILIPS ELECTRONICS N.V.

SONY CORPORATION OF AMERICA

STEPHENS ACQUISITION LLC

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

46113Q109

(CUSIP Number of Class of Securities)

Elizabeth Coppinger, Manager Fidelio Acquisition Company, LLC c/o Sony Corporation of America 550 Madison Avenue, 33rd floor New York, New York 10022-3321 Telephone: (212) 833-8000 Ruud Peters, Manager Fidelio Acquisition Company, LLC c/o Koninklijke Philips Electronics N.V. Amstelplein 2 1096 BC Amsterdam The Netherlands Telephone: +31 (20) 597-7777

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Morton A. Pierce, Esq.

Dewey Ballantine LLP

1301 Avenue of the Americas

New York, New York 10019-6092

Telephone: (212) 259-8000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$479,890,442	$44,150

* Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of all of the outstanding shares of common stock, par value $0.001 per share, of InterTrust Technologies Corporation (“InterTrust”) at a purchase price of $4.25 per share. As of November 13, 2002, there were 112,915,398 shares of InterTrust common stock outstanding on a fully diluted basis.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $92 per $1,000,000 of the value of the transaction.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $44,150	Filing Party: Fidelio Acquisition Company, LLC
Form or Registration No.: Schedule TO	Date Filed: November 22, 2002

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer:

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

2

SCHEDULE TO

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2002 (as previously amended and amended hereby, the “Schedule TO”) by Fidelio Acquisition Company, LLC, a Delaware limited liability company (“Parent”), Fidelio Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), Koninklijke Philips Electronics N.V., a corporation organized under the laws of the Netherlands, Sony Corporation of America, a New York corporation, and Stephens Acquisition LLC, an Arkansas limited liability company. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), of InterTrust Technologies Corporation, a Delaware corporation (“InterTrust”), including the associated preferred stock purchase rights (the “Rights” and, together with the Common Stock, the “Shares”) issued pursuant to the Rights Agreement, dated as of June 8, 2001, between InterTrust and American Stock Transfer and Trust Company, Inc., at a purchase price of $4.25 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 22, 2002 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any supplements or amendments thereto, collectively constitute the “Offer”), copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively.

Item 11.	Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented by including the following:
	The following is added to the end of the section entitled “16. Certain Legal Matters; Required
Regulatory Approvals—Litigation” on page 35 of the Offer to Purchase:
	In connection with the Delaware Plaintiffs’ motions for expedited proceedings and for an order preliminarily enjoining the Offer, which motions were filed on December 2, 2002, the Delaware Chancery Court, on December 5, 2002, granted the motion for expedited proceedings after the Delaware Plaintiffs agreed to limit their motion for a preliminary injunction to the disclosure claims described below. The parties in the Delaware Plaintiffs' lawsuit are currently engaged in expedited discovery proceedings consistent with the Delaware Chancery Court's order. A hearing on the Delaware Plaintiffs' motion for preliminary injunction is currently scheduled to occur on December 16, 2002. On December 6, 2002, the Delaware Plaintiffs filed an amended complaint, on behalf of themselves and all others similarly situated. The amended complaint, among other things, adds allegations that the disclosure contained in the Schedule 14D-9 is materially deficient and adds a request for an order enjoining the Offer pending disclosure of certain material information that is alleged to have been omitted from the Schedule 14D-9. On December 9, 2002, a purported stockholder class action was filed by nine alleged stockholders of InterTrust against the members of the InterTrust Board and certain other unidentified parties. This lawsuit is described below: JULIE M. BISHOP, ALBERT CASE, SHELDON E. KATZER, INC. EMPLOYEES RETIREMENT TRUST, STEPHEN STENTON, GEORGE PETERMAN, JOHN E. FRY, JR., BILLIE R. BRENNER, MICHAEL MCCARTHY AND DANIEL BROWN V. CURTIS A. HESSLER, ROBERT R. WALKER, LESTER HOCHBERG, DAVID C. CHANCE, DAVID LOCKWOOD, TIMO RIUKKA, SATISH K. GUPTA, VICTOR SHEAR AND DOES 1-25., CASE NO. CV813208, SANTA CLARA COUNTY SUPERIOR COURT OF THE STATE OF CALIFORNIA, FILED ON DECEMBER 9, 2002. The allegations and relief sought in this lawsuit are substantially identical to those in the two purported stockholder class action lawsuits filed in the Santa Clara County Superior Court of the State of California on November 13, 2002, which are described above in this Offer to Purchase. InterTrust and Parent believe that the allegations contained in the above-referenced lawsuits are entirely without merit and intend to defend against the claims vigorously. The above description of the amended complaint filed by the Delaware Plaintiffs and the lawsuit filed in California on December 9, 2002 are qualified in their entirety by the text of the amended complaint and the complaint, respectively, copies of which are attached to the Schedule TO as Exhibits (a)(l)(L) and (a)(l)(M), respectively, and incorporated herein by reference.

3

Item 12.	Exhibits
	Item 12 is hereby amended and supplemented to add the following exhibits:
	(a)(1)(L)	Amended Complaint filed by James Kaufman and Barrie Kaufman, as trustees by and for the Kaufman Family Trust 9/03/98, and Colin Gilbert in the Court of Chancery, New Castle County, Delaware, on December 6, 2002.
	(a)(l)(M)	Complaint filed by Julie M. Bishop, Albert Case, Sheldon E. Katzer, Inc. Employees Retirement Trust, Stephen Stenton, George Peterman, John E. Fry, Jr., Billie R. Brenner, Michael McCarthy and Daniel Brown in the Superior Court, Santa Clara County, California, on December 9, 2002.

4

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 13, 2002

FIDELIO ACQUISITION COMPANY, LLC
By:	/s/    Elizabeth Coppinger
	Name:    Elizabeth Coppinger
	Title:      Manager

By:	/s/    Ruud Peters
	Name:    Ruud Peters
	Title:      Manager

FIDELIO SUB, INC.
By:	/s/    Elizabeth Coppinger
	Name:    Elizabeth Coppinger
	Title:      Vice President

By:	/s/    Ruud Peters
	Name:    Ruud Peters
	Title:      Vice President

SONY CORPORATION OF AMERICA
By:	/s/    Steven E. Kober
	Name:    Steven E. Kober
	Title:      Senior Vice President

KONINKLIJKE PHILIPS ELECTRONICS N.V.
By:	/s/    Ruud Peters
	Name:    Ruud Peters*
	Title:      Executive Vice President                Philips International B.V.

STEPHENS ACQUISITION LLC
By:	/s/    Jackson Farrow Jr.
	Name:    Jackson Farrow Jr.
	Title:      Manager

* The power of attorney authorizing Mr. Ruud Peters to sign on behalf of Koninklijke Philips Electronics N.V. has been filed with the Schedule TO filed on November 22, 2002.

5

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated November 22, 2002.**
(a)(1)(B)	Form of Letter of Transmittal.**
(a)(1)(C)	Form of Notice of Guaranteed Delivery.**
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.**
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.**
(a)(1)(G)	Press Release issued by Fidelio Acquisition Company, LLC on November 13, 2002, incorporated herein by reference to Schedule TO-C previously filed with the Securities and Exchange Commission.
(a)(1)(H)	Summary Advertisement, dated November 22, 2002, appearing in The Wall Street Journal.**
(a)(1)(I)	Complaint filed by Fabrizio Righetti in the Superior Court, Santa Clara County, California on November 13, 2002.**
(a)(1)(J)	Complaint filed by Jong-Ho Nam in the Superior Court, Santa Clara County, California on November 13, 2002.**
(a)(1)(K)	Complaint filed by James Kaufman and Barrie Kaufman, as trustees by and for the Kaufman Family Trust 9/03/98, and Colin Gilbert in the Court of Chancery, New Castle County, Delaware, on November 27, 2002.**
(a)(1)(L)	Amended Complaint filed by James Kaufman and Barrie Kaufman, as trustees by and for the Kaufman Family Trust 9/03/98, and Colin Gilbert in the Court of Chancery, New Castle County, Delaware, on December 6, 2002.
(a)(1)(M)	Complaint filed by Julie M. Bishop, Albert Case, Sheldon E. Katzer, Inc. Employees Retirement Trust, Stephen Stenton, George Peterman, John E. Fry, Jr., Billie R. Brenner, Michael McCarthy and Daniel Brown in the Superior Court, Santa Clara County, California, on December 9, 2002.
(b)	None.
(d)(1)	Agreement and Plan of Merger, dated as of November 13, 2002, by and among Fidelio Acquisition Company, LLC, Fidelio Sub, Inc. and InterTrust Technologies Corporation.**
(d)(2)	Letter Agreement, dated as of November 13, 2002, by and among Sony Corporation of America, Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**
(d)(3)(A)	Confidentiality Agreement, dated as of May 16, 2002, by and between Sony Corporation of America and InterTrust Technologies Corporation.**
(d)(3)(B)	Confidentiality Agreement, dated as of July 8, 2002, by and between Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**
(d)(3)(C)	Rider Regarding Confidential Information, dated as of September 30, 2002, by and among Sony Corporation of America, Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**
(d)(4)	Form of Stockholder Tender and Support Agreements, dated as of November 13, 2002, by and among Fidelio Acquisition Company, LLC, Fidelio Sub, Inc. and certain stockholders of InterTrust Technologies Corporation.**
(d)(5)	Exclusivity Letter Agreement, dated as of November 10, 2002, by and among Sony Corporation of America, Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**
(d)(6)(A)*	Patent License Agreement, dated as of May 20, 2002, by and between Sony Corporation and InterTrust Technologies Corporation.**
(d)(6)(B)	Amendment to Patent License Agreement, dated as of November 13, 2002, by and between Sony Corporation and InterTrust Technologies Corporation.**
(d)(6)(C)*	Foundation Patent License Agreement, dated as of November 13, 2002, by and between Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**

(d)(6)(D)	Amendment to Foundation Patent License Agreement, dated as of November 13, 2002, by and between Koninklijke Philips Electronics N.V. and InterTrust Technologies Corporation.**
(g)	None.
(h)	None.

* Portions of this exhibit have been omitted based on a request for confidential treatment pursuant to Rule 24b-2 under the Exchange Act. Such omitted portions have been filed separately with the Securities and Exchange Commission.

** Previously filed.

EX-99.(A)(1)(L)

                                                               EXHIBIT (a)(1)(L)


                IN THE COURT OF CHANCERY IN THE STATE OF DELAWARE

                          IN AND FOR NEW CASTLE COUNTY

- --------------------------------------------------------------------------------
JAMES KAUFMAN and BARRIE
KAUFMAN, as Trustees by and for the
KAUFMAN FAMILY TRUST 9/03/98 and COLIN GILBERT,
on Behalf of themselves, and All
Others Similarly Situated,                            Case No. C.A. No. 20059-NC

                                    Plaintiffs,       AMENDED CLASS
                  -against-                           ACTION COMPLAINT
                                                      ----------------

CURTIS A. HESLER, ROBERT R. WALKER,
LESTER HOCHBERG, DAVID C. CHANCE,
DAVID LOCKWOOD, TIMO RIUKKA, SATISH
K. GUPTA, VICTORSHEAR, INTERTRUST
TECHNOLOGIES CORPORATION, and FIDELIO
ACQUISITION COMPANY, LLC,

                                    Defendants.
- --------------------------------------------------------------------------------

                                AMENDED COMPLAINT
                                -----------------

         Plaintiffs, by and through their attorneys, allege upon personal
knowledge as to themselves and their own acts and upon information and belief as
to all other matters, based upon the investigation conducted by counsel, which
included, inter alia, a review or public documents filed with the United States
          ----- ----
Securities and Exchange Commission ("SEC") and other published materials, as
follows:

                              SUMMARY OF THE ACTION
                              ---------------------

         1. This is a class action brought by plaintiffs on behalf of the public
stockholders of InterTrust Technologies Corporation ("InterTrust" or the
"Company") common stock for injunctive and other appropriate relief in
connection with the sale of InterTrust to Fidelio Acquisition Company, LLC
("Fidelio"), through a tender offer and merger that commenced on



November 22, 2002 and is set to expire on December 20, 2002 (hereinafter, the
"Tender Offer" or the "Tender Offer and Merger").


         2. The Tender Offer is unfairly structured to guarantee that Fidelio is
the only purchaser in a position to purchase InterTrust. The decision of the
Individual Defendants (defined below), who constitute InterTrust's Board of
Directors, to pursue the proposed transaction will deny InterTrust's
shareholders of the opportunity to share appropriately in the true value of
InterTrust's assets. Plaintiffs allege that they and the other public
stockholders of InterTrust are entitled to seek to enjoin the proposed
transaction or, alternatively, to rescind the transaction and/or recover damages
in the event the transaction is consummated.

                                     PARTIES
                                     -------

         3. Plaintiffs James Kaufman and Barrie Kaufman are trustees of the
Kaufman Family Trust 9/03/98 ("Kaufman Trust"), which is, and at all times
relevant to the action has been, a shareholder of InterTrust. As of the date of
the Tender Offer, the Kaufman Trust owned 250,000 shares of InterTrust common
stock.

         4. Plaintiff Colin Gilbert is, and at all relevant times to the action,
a shareholder of InterTrust. As of the date of the Tender Offer, Mr. Gilbert
owned approximately 230,000 shares of InterTrust common stock.

         5. Defendant InterTrust is a Delaware corporation based in California.
InterTrust is engaged in inventing and defining technologies for Digital Rights
Management ("DRM"), including various trusted competing technologies that enable
secure management of digital processes and information.

         6. Defendant Fidelio is a Delaware limited liability company whose
members are Koninklijke Philips Electronics N.V. ("Philips"), Sony Corporation
of America ("SCA") and

                                       2



Stephens Acquisition LLC ("Stephens"). Fidelio Sub, Inc. ("Fidelio Sub"), a
Delaware corporation and a wholly owned subsidiary of Fidelio, was organized to
acquire all of the outstanding shares of InterTrust pursuant to the Tender Offer
and Merger. Fidelio Sub has not conducted any activities other than in
connection with the Tender Offer and the Merger since its organization.
"Fidelio" hereinafter refers to Fidelio and Fidelio Sub, as well as Philips, SCA
and Stephens.

         (a) Philips is a corporation organized under the laws of Netherlands
with its principal executive offices located at Breitner Center, Amstelplein 2,
1096 BC Amsterdam, The Netherlands. Philips is Europe's largest and one of the
world's largest electronics companies.

         (b) SCA is a New York corporation and an indirect, wholly owned
subsidiary of Sony Corporation, a Japanese corporation ("Sony"). SCA's principal
executive offices are located at 550 Madison Avenue, 33rd Floor, New York, New
York, 10022. SCA is a leading manufacturer of audio, video, communications and
information technology products for the consumer and professional markets.

         (c) Stephens is a newly formed entity that has not conducted any
business other than in connection with the Tender Offer and Merger. Stephens is
an Arkansas limited liability company and a wholly owned subsidiary of Stephens
Group, Inc. Stephens Group, Inc. is a privately held, Little Rock, Arkansas
based holding company, and is the parent of Stephens Inc., an investment banking
firm that is a member of the National Association of Securities Dealers and the
New York Stock Exchange. The principal executive offices of Stephens, Stephens
Group, Inc. and Stephens Inc. is 111 Center Street, Suite 500, Little Rock,
Arkansas 72201.

         7. Defendant Curtis A. Hessler ("Hessler") is a Board member of the
Company.

         8. Defendant Robert R. Walker ("Walker") is a Board member of the
Company.

                                       3



         9. Defendant Lester Hochberg ("Hochberg") is a Board member of the
Company.

         10. Defendant David C. Chance ("Chance") is a Board member of the
Company, and its former Vice Chairman.

         11. Defendant David Lockwood ("Lockwood") is the Vice Chairman,
President and CEO as well as a Board member of the Company.

         12. Defendant Timo Ruikka ("Ruikka") is a Board member of the Company.

         13. Defendant Satish K. Gupta ("Gupta") is a Board member of the
Company.

         14. Defendant Victor Shear ("Shear") is the Chairman of the Board of
the Company.

         15. The defendants named above in P. P. 6-14 are sometimes collectively
referred to herein as the "Individual Defendants." Each Individual Defendant
owed and owes the Company and its public stockholders fiduciary obligations and
were and are required to, inter alia, further the best interests of the Company
                          ----- ----
and its public stockholders; undertake an adequate evaluation of the Company's
worth as to potential merger/acquisition candidates; refrain from abusing their
positions of control; and refrain from favoring their own interests at the
expense of the Company and its stockholders.

                            CLASS ACTION ALLEGATIONS
                            ------------------------

         16. Plaintiffs bring this action on their own behalf and as a class
action pursuant to Rule 23 of the Rules of the Court of Chancery, on behalf of
all holders of InterTrust stock who are being and will be harmed by defendants'
actions described below (the "Class"). Excluded from the Class are defendants
herein and any person, firm, trust, corporation, or other entity related to or
affiliated with any defendant.

         17. This action is properly maintainable as a class action.



                                       4



         18. The Class is so numerous that joinder of all members is
impracticable. According to InterTrust's SEC filings, there were more than 96
million shares of InterTrust common stock outstanding.

         19. There are questions of law and fact that are common to the Class
and that predominate over questions affecting any individual Class member. The
common questions include, inter alia, the following:
                          ----- ----

          (a)  whether defendants have breached their fiduciary duties of
               loyalty, independence or due care with respect to plaintiffs and
               the other members of the Class in connection with the Tender
               Offer;

          (b)  whether the Individual Defendants are engaging in self-dealing in
               connection with the Tender Offer;

          (c)  whether the Individual Defendants are unjustly enriching
               themselves and other insiders or affiliates of InterTrust;

          (d)  whether defendants have breached any of their other fiduciary
               duties to plaintiffs and the other members of the Class in
               connection with the Tender Offer, including the duties of good
               faith, disclosure, diligence, honesty and fair dealing;

          (e)  whether the defendants, in bad faith and for improper motives,
               have impeded or erected barriers to discourage other offers for
               the Company or its assets; and

          (f)  whether plaintiffs and the other members of the Class would
               suffer irreparable injury were the transactions complained of
               herein consummated.

                                       5



         20. Plaintiffs' claims are typical of the claims of the other members
of the Class and plaintiffs do not have any interests adverse to the Class.

         21. Plaintiffs are adequate representatives of the Class, have retained
competent counsel experienced in litigation of this nature and will fairly and
adequately protect the interests of the Class.

         22. The prosecution of separate actions by individual members of the
Class would create a risk of inconsistent or varying adjudications with respect
to individual members of the Class which would establish incompatible standards
of conduct for the party opposing the Class.

         23. Plaintiffs anticipate that there will be no difficulty in the
management of this litigation. A class action is superior to other available
methods for the fair and efficient adjudication of this controversy.

         24. Defendants have acted on grounds generally applicable to the Class
with respect to the matters complained of herein, thereby making appropriate the
relief sought herein with respect to the Class as a whole.

                             SUBSTANTIVE ALLEGATIONS
                             -----------------------

InterTrust's Future Prospects
- -----------------------------

         25. InterTrust is engaged in inventing and defining DRM technologies,
including various trusted competing technologies that enable secure management
of digital processes and information. InterTrust is a leading holder of
intellectual property in DRM, with at least 26 U.S. patents and at least 85
patent applications pending worldwide. InterTrust's patent portfolio covers
software and hardware technologies that can be implemented in a broad range of
products that use DRM, including digital media platforms, web services and
enterprise infrastructure.

                                       6



         26. A significant factor with respect to InterTrust's future prospects
concerns broad and ongoing litigation against the Microsoft Corporation
("Microsoft"). As described in a Company press release dated June 24, 2002:

          InterTrust Technologies Corporation (Nasdaq: ITRU) today announced
          that it is further substantially broadening its patent infringement
          lawsuit against Microsoft Corporation (Nasdaq: MSFT). In accordance
          with a schedule agreed to by the parties, InterTrust served on
          Microsoft infringement allegations that add four new patents and more
          than doubles the number of new claims to the litigation, bringing the
          totals to 11 patents, 144 claims and over 190 separate infringement
          scenarios.

          Since initially suing Microsoft for patent infringement in April 2001,
          InterTrust has expanded the lawsuit by adding numerous significant
          Microsoft products and services that use InterTrust's patented
          innovations in basic infrastructure for trusted computing and digital
          rights management. InterTrust is now seeking an injunction against the
          following Microsoft products, among others: Windows XP, Office XP,
          Microsoft .NET, a number of Microsoft.NET-based products and services,
          Windows Media Player, new embedded products such as Windows CE for
          automotive, XBOX, and aspects of Microsoft's ActiveX technology.
          InterTrust is also seeking compensatory and punitive damages for
          Microsoft's acts of infringement.

         27. In the Company's Form 10-Q for the quarter ended September 30,
2002, filed just days after the Company's November 13, 2002 announcement of the
Tender Offer and Merger, the Company discussed the significant ongoing
litigation against Microsoft, that discovery has started in the case and that a
Markman hearing on a portion of the patents under dispute is scheduled for the
second quarter of 2003.

Negotiations Leading To The Tender Offer and Merger
- ---------------------------------------------------

         28. According to the Tender Offer Statement filed in connection with
the Tender Offer and Merger, representatives of InterTrust first met with
representatives of SCA regarding a potential patent licensing arrangement in
January 2002, and the parties engaged in negotiations regarding the terms of a
DRM patent license agreement through April 2002. On April 25, 2002, SCA informed
InterTrust that an acquisition of InterTrust was one of several alternatives
that

                                       7



SCA was considering, in addition to entering into a DRM patent license agreement
with InterTrust, as a means of establishing a patent licensing program.


         29. On May 9, 2002, concurrent with the announcement of its first
quarter financial results, InterTrust announced that it would narrow its
business focus to licensing intellectual property. On May 23, 2002, shortly
following that announcement, InterTrust and Sony announced that it had signed a
global patent license agreement with Sony (the "Sony License Agreement"):

               InterTrust Licenses Patents to Sony for Integration into Future
               Digital Rights Management Products and Services

               SANTA CLARA, Calif, May 23, 2002 -- InterTrust Technologies
               Corporation (Nasdaq: ITRU) today announced a global licensing
               agreement with Sony Corporation (NYSE: SNE) that will allow Sony
               to use certain InterTrust patents in products that distribute
               digital consumer media content.

               Under the agreement, InterTrust will receive a $28.5 million fee,
               in addition to running royalties for future Sony products and
               services that integrate InterTrust patents related to digital
               rights management (DRM).

               InterTrust, which holds key patents in trusted computing and DRM,
               has licensed its intellectual property to Sony for the
               development, manufacture and marketing of digital media products
               and services across its diverse media and electronics business
               units.

         30. In the Company's 10-Q for the quarter ended June 30, 2002, the
Company reported that it would not be booking any of the $28.5 million as
revenue, because under the Sony License Agreement $20 million was to be refunded
if Sony or affiliates acquired the Company, and because the remaining $8.5
million would be booked in connection with other pending deals.

         31. Item 601 of Regulation S-K of the SEC provides, in relevant part,
for the filing of any contract "not made in the ordinary course of business
                                -------------------------------------------
which is material to the registrant and is to be performed in whole or in part
- -----------------
at or after the filing of the registration statement or was

                                       8



entered into not more than two years before such filing." The Sony License
Agreement was clearly material to the Company. Indeed, as reported in the
Company's Form 10-Q for the period ended September 30, 2002, filed just a few
days after the announcement of the Tender Offer and Merger:

          License revenues were $8.8 million, or 99% of total revenues, for the
          three months ended September 30, 2002, as compared to $1.5 million, or
          80% of total revenues, in the three months ended September 30, 2001,
          and primarily represent the recognition of deferred revenue related to
          the Sony agreement and amortization of deferred license fees. License
          revenues for the nine months ended September 30, 2002 were $9.7
          million, up from $4.5 million for the nine months ended September 30,
          2001. The increase for both the three and nine month periods was due
                --------------------------------------------------------------
          to the $8.5 million revenue from the Sony license completed in May
          ------------------------------------------------------------------
          2002.
          -----

         32. Nonetheless, in order to keep the price of InterTrust shares
artificially low so that it could be acquired by Sony at a bargain price, the
Individual Defendants violated the disclosure laws and never filed the Sony
License Agreement. Indeed, the details and terms of the Sony License Agreement
were not made public until the Tender Offer commenced on November 22, 2002. Had
defendants obeyed the disclosure laws and filed the Sony License Agreement,
InterTrust would have been "in play" much earlier and the consequent price to be
paid for an acquisition of InterTrust would have been much higher. The Sony
License Agreement was hidden from public view so that only Sony or its
affiliates would be in a position to acquire InterTrust.

         33. In early November 2002, representatives of InterTrust met with
representatives of SCA to discuss the terms of an amendment to the Sony License
Agreement, which would eliminate the field of use limitations in the original
Sony License Agreement and the obligation to pay ongoing royalties with respect
to any services or content using the licensed patents. Also in early November
2002, representatives of InterTrust met with representatives of Philips to

                                       9



discuss the terms of a patent license agreement that would be substantially
identical to the Sony License Agreement.

         34. On November 9, 2002, the InterTrust Board held a special meeting to
discuss a combined offer SCA and Philips for the shares of InterTrust, as well
as the terms of the proposed amendment to the Sony License Agreement and a
possible license agreement with Philips. The InterTrust Board authorized the
team negotiating on behalf of InterTrust to negotiate an acquisition at a price
of no less than $4.50 per Share.

         35. On November 10, 2002, representatives of SCA and Philips indicated
that each of them had secured internal approvals to negotiate a transaction at a
price of $4.25 per share. Representatives of InterTrust stated that, although no
formal board meeting had been held, most of InterTrust's directors had been
contacted and were prepared to endorse a transaction at $4.25 per Share. The

Tender Offer and Merger
- -----------------------

         36. On November 13, 2002 it was announced in a press release that
InterTrust had entered into a definitive merger agreement (the "Merger
Agreement") pursuant to which Fidelio would commence the Tender Offer to
purchase all outstanding shares of common stock of InterTrust for $4.25 per
share in cash, conditioned upon the tendering of shares representing a majority
of InterTrust's outstanding common stock and other customary conditions.
Pursuant to stockholder support and tender agreements, certain principal
stockholders of InterTrust owning approximately 20% of the outstanding common
stock of InterTrust agreed to tender all of their shares into the Tender Offer
and to grant irrevocable proxies to Fidelio to vote in the manner specified in
such agreements. Under the Merger Agreement, shares of InterTrust common stock

                                       10



not purchased through the Tender Offer would be converted into the right to
receive $4.25 per share, without interest.

         37. The Tender Offer commenced on November 22, 2002 through the
dissemination of a Tender Offer to InterTrust shareholders and a Schedule 14D
filing with the SEC. In addition to all of the outstanding shares of InterTrust
common stock, the Tender Offer includes stock purchase rights issued pursuant to
a Rights Agreement, dated as of June 8, 2001, between InterTrust and American
Stock Transfer and Trust Company, Inc., at a purchase price of $4.25 per Share.
In addition to SCA and Philips, the Tender Offer Statement lists Stephens, which
was not mentioned as a party to the Merger Agreement in InterTrust's previous
announcement of the Tender Offer, as a member of Fidelio.

         38. The purpose of the Tender Offer and the Merger is to acquire
control of and the entire equity interest in InterTrust. After consummation of
the Merger, Fidelio will be merged with and into InterTrust, with InterTrust as
the surviving company in the Merger. Accordingly, the Tender Offer and Merger
will transfer 100% of InterTrust's revenues and profits to Fidelio with all of
InterTrust's operations thereby accruing to the benefit of Fidelio -- i.e., to
SCA, Philips and Stephens.

The Individual Defendants' Recommendation
- -----------------------------------------

         39. In the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") filed with the SEC in connection with the Tender Offer and
signed by defendant Lockwood, the Individual Defendants recommended that the
Company's stockholders accept the Tender Offer, tender their shares pursuant to
the Tender Offer and approve the Merger and the Merger Agreement. The Schedule
14D-9 stated that as to the factors considered by the Board of Directors in its
recommendation, the Individual Defendants did not attempt to weigh the value to

                                       11



the Company of success against Microsoft in the ongoing litigation, even though
a Markman hearing is scheduled for soon after the Merger. The only mention of
this litigation is in connection with a discussion of the "Opportunities and
Challenges Facing the Company," which includes as "risks" to the Company "the
risks associated with resolving the Microsoft litigation, including the risk
that the Company's patents or claims could be rejected or narrowed by the
Court."

         40. The recommendation of the Individual Defendants was based, at least
in part, on the opinion of Allen & Company LLC ("Allen & Co."), the financial
advisor on the transaction, which concluded that the share price to be received
by InterTrust shareholders in the Tender Offer and Merger is fair from a
financial point of view. However, according to the Schedule 14D-9, in rendering
its fairness opinion, Allen & Co. "did not give any effect to, and not attempt
to assign any value to, any commercial arrangements entered into by InterTrust
or [Fidelio] in connection with the merger, including the Sony License
Amendment, the Philips License Agreement and the Philips License Amendment."
Moreover, Allen & Co. engaged in no analysis whatsoever of the value of the
Microsoft litigation to InterTrust.

         41. In addition, under the terms of an engagement letter, dated January
8, 2002, InterTrust agreed to pay Allen & Co., in addition to a retainer of
$500,000 creditable against any transaction fee that may become due, a
transaction fee of 2% of the first $1 billion in any sale of the Company
completed by January 8, 2003. Thus, Allen & Co. stands to gain $9.1 million if
the Merger goes through. Allen & Co. was patently conflicted in its analysis of
whether the Merger was fair to InterTrust shareholders, since it was motivated
by its own interest in making sure that a transaction occurred by the end of
2002. In sum, Allen & Co.'s analysis could not

                                       12



have been reasonably relied upon by the InterTrust Board of Directors in
connection with their recommendation.

         42. The Individual Defendants were also clearly motivated to make sure
that the transaction occurred since they stood to thereby gain millions of
dollars from accelerating stock options. As described in the Schedule 14D-9, in
the event of a change of control of the Company, the vesting of options held by
defendant Lockwood to acquire 2.5 million shares would accelerate on most
unvested shares, while acceleration will vest for Greg Wood, chief financial
officer, with respect to an option for 675,000 shares. In addition, pursuant to
acceleration letters, upon an extraordinary corporate transaction of the
Company, 100% of any unvested shares granted to certain executive officers will
become vested: (1) options granted to David R Maher, chief technology officer,
for 350,000 shares; (2) options granted to Patrick P. Nguyen, executive vice
president, for 400,000 shares; (3) options granted to Mark Scadina, vice
president and general counsel, for 50,000 shares; (4) options granted to Talal
Shamoon, executive vice president, for 450,000 shares. Thus, as a group, the
Individual Defendants and senior executives of InterTrust will receive several
millions of dollars worth of accelerated stock options pursuant to the Tender
Offer and Merger.

Deterrence of Bidders Other Than Fidelio
- ----------------------------------------

         43. The Company has in place a stock purchase rights plan ("Rights
Agreement") pursuant to which rights were distributed at a rate of one right for
each share of InterTrust common stock held by stockholders of record as of June
28, 2002. The rights plan acts as a poison pill ("Poison Pill") by diluting the
value of InterTrust stock should an unwanted suitor seek to gain control of
InterTrust without the consent of InterTrust's Board of Directors. Effective
November 13, 2002, the Individual Defendants amended the Rights Agreement to

                                       13



provide that Fidelio will not be considered an "acquiring person" in connection
with the Tender Offer and Merger. Therefore, the Poison Pill is no longer in
effect with respect to Fidelio but it remains in effect as to all suitors other
than Fidelio.

         44. The Poison Pill as currently utilized dramatically impairs the
rights of Class members to exercise freedom of choice in a proxy contest or to
avail themselves of a bona fide offer to purchase their shares by an acquiror
                      ---- ----
unfavored by incumbent management, i.e., any suitor other than Fidelio. This
                                   ---
fundamental shift of control of the Company's destiny from the hands of its
shareholders to the hands of the Individual Defendants results in a heightened
fiduciary duty of the Individual Defendants to consider, in good faith, third
party bids, and further requires the Individual Defendants to pursue a third
party's interest in acquiring the Company and to negotiate in good faith with a
bidder on behalf of the Company's shareholders. The only legitimate use of the
Poison Pill is to maximize consideration to shareholders in any acquisition of
the Company, and by suspending the Poison Pill as to Fidelio and to Fidelio
only, the Individual Defendants have achieved precisely the opposite effect, in
violation of their fiduciary duties.

         45. The Individual Defendants have engaged in other acts in order to
make an acquisition of InterTrust untenable for any third party other than
Fidelio. Under Section 8.5 of the Merger Agreement, if the Company enters into
an alternative proposal, a termination or "breakup" fee of $16 million, plus up
to $2.5 million in expenses, will be awarded to Fidelio. This breakup fee,
amounting to approximately 4% of the transaction amount, significantly raises
the ante for any other potential offeror. Moreover, as alleged below, an
additional $7 million will need to be paid to Fidelio for cancellation of patent
rights granted to it by the Company, making the total "breakup" fee, in effect
$25.5 million, or nearly 5% of the transaction amount.

                                       14



         46. In addition, in connection with the Tender Offer and Merger, the
Individual Defendants have acted to significantly expand the patent rights
granted under the Sony License Agreement and have provided Philips with those
same rights. On November 13, 2002, at the same time the Tender Offer and Merger
was announced, InterTrust entered into an Amendment to the Sony License
Agreement (the "Sony License Amendment") with Sony, which expanded the Sony
License Agreement to cover all fields, to include additional products and
services in the definition of licensed products and services, and to terminate
Sony's royalty obligations under the Sony License Agreement. As stated therein,
the purpose of the Sony License Amendment was as follows:

                  By this Agreement, the Parties desire to expand the rights
                  granted to Sony by the Agreement, in particular for InterTrust
                  to grant to Sony a royalty free, fully paid-up, nonexclusive
                  license in all fields under the Licensed Patents for Sony
                  products and services in accordance with the terms of this
                  Amendment.

         47. Also on November 13, 2002 InterTrust entered into a Foundation
Patent License Agreement with Philips (the "Philips License Agreement"), the
terms of which are substantially the same as the terms of the Sony License
Agreement. Simultaneously therewith, InterTrust entered into an Amendment to the
Philips License Agreement (the "Philips License Amendment") with Philips, the
term of which are also substantially the same as the terms of the Sony License
Amendment.

         48. In exchange for this major expansion of rights, Sony has agreed to
pay InterTrust $6 million on the Sony License Amendment, while Philips has
agreed to pay InterTrust $12.5 million ($11.5 million on the Philips License
Agreement and $1 million on the Philips License Amendment). However, those
payments will obviously inure to Fidelio, and thereby to Sony and Philips, after
the Merger is consummated. Under the terms of these agreements, the

                                       15



Company or any successor may terminate the agreements by paying $7 million to
Fidelio--$6 million on the Sony License Amendment and $1 million on the Philips
License Amendment.

         49. In effect, the Individual Defendants have transferred the "Crown
Jewels" of InterTrust to Fidelio. The Sony License Amendment, the Philips
License Agreement and the Philips License Amendment were timed in connection
with the Tender Offer so as to make InterTrust unattractive to any entity other
than Fidelio since any other acquiror would be saddled with the license
agreements with SCA and Philips until the expiration of the last of the licensed
patents. Alternatively, any other acquiror would be required to pay an
additional $7 million in order to eliminate the patent rights granted to
Fidelio. Therefore, the total "breakup" fee to any other suitor would actually
be $25.5 million, or over 5% of the transaction amount.

Material Disclosure Defects
- ---------------------------

         50. The disclosures in the Schedule 14D-9 are materially deficient in
at least the following ways:

         (a) The Schedule 14D-9, fails to disclose the value of the patent
rights that have been licensed to Sony and Philips, which are InterTrust's Crown
Jewels, and fails to explain why, as part of the Fidelio deal, InterTrust
expanded Sony's rights under the Sony License Amendment while extinguishing any
obligation to pay royalties. The Schedule 14D-9 also fails to explain why
InterTrust granted the same expanded patent rights, again on exceptionally
favorable terms to Philips.

         (b) The Schedule 14D-9 fails to disclose whether the $7 million in
termination fees that are payable to Sony ($6 million) and to Philips ($1
million) under the Sony License Amendment and the Philips License Amendment,
respectively, are deficient because the extent to which those fees extinguish
the patent rights of Sony and Philips is unclear. The Schedule


                                       16



14D-9 is entirely opaque on the question of whether the $7 million in
termination fees to Sony and Philips eliminates all of the patent rights granted
                                                ---
to Sony and to Philips -- including the patent rights granted under the Sony
License Agreement and the Philips License Agreement -- or just the patent rights
granted to Sony and Philips under the Sony License Amendment and the Philips
License Amendment.

         (c) The Schedule 14D-9 fails to state the value of InterTrust's
significant ongoing litigation against Microsoft and does not otherwise
adequately disclose facts about the litigation, other than in the "risks"
section, thereby minimizing the value and role of this important asset to
potential acquirors and coercively turning a litigation which could be worth
tens of millions of dollars to InterTrust into a source of fear and a reason for
shareholders to tender their shares in the Tender Offer.

         (d) The Schedule 14D-9 fails to explain why, after authorizing a sale
price of no lower than $4.50 per share unless Sony and Philips would not
purchase the patent rights, the InterTrust Board nevertheless accepted Fidelio's
offer of $4.25 per share the very next day, while at the same time granting
expanded patent rights to Sony and Philips royalty free.

         (e) The Schedule 14D-9 fails to address the fate of David Lockwood and
the other Individual Defendants if the Merger is consummated. The existence of
agreements or understandings regarding the post-Merger fates of the Individual
Defendants and the Company's executives is an important consideration in
assessing the self-interest of the Individual Defendants in recommending to
InterTrust's shareholders to tender their shares in the Tender Offer.

         (f) While the Schedule 14D-9 disclosed that certain executives' option
swill be vested upon an extraordinary corporate transaction pursuant to
acceleration letters, the date of the

                                       17



acceleration letters is not disclosed so that it is unclear whether the
acceleration rights were granted in connection with the Tender Offer or
previously. Intel-Trust's shareholders are entitled to know, in assessing the
self-interestedness of the Individual Defendants, whether or not they held
options that were accelerated in connection with the Tender Offer.

         (g) The Schedule 14D-9 fails to state the role and authority of the
Company's Special Committee. While the Schedule 14D-9 states that a Special
Committee was formed to oversee the progress of Allen & Co., it does not state
whether the Special Committee considered or approved the fairness of the Fidelio
transaction. Because shareholders would reasonably expect that the purpose of
the Special Committee is to protect their interests, the failure of the
Individual Defendants to delineate the role of the Special Committee in Schedule
14D-9 is materially misleading.

                                 CAUSE OF ACTION
                                 ---------------

                      Claim for Breach of Fiduciary Duties
                      ------------------------------------

         51. InterTrust represents a highly attractive acquisition candidate.
The Individual Defendants' decision to lock in the transaction with Fidelio by
making it impossible for any other suitor to seek to acquire InterTrust will
deprive the Company's public shareholders of the enhanced premium that further
negotiation or exposure of InterTrust to the market could provide.

         52. By reason of their positions with InterTrust, the Individual
Defendants are in possession of non-public information concerning the financial
condition and prospects of InterTrust, and especially the true value and
expected increased future value of InterTrust and its assets, which they have
not disclosed to InterTrust's public stockholders. The terms of the proposed
transaction are grossly unfair to the Class, and the unfairness is compounded by
the gross disparity between the knowledge and information possessed by the
Individual Defendants

                                       18



by virtue of their positions of control of InterTrust and that possessed by
InterTrust's public shareholders.

         53. Defendants owe fundamental fiduciary obligations to InterTrust's
stockholders to take all necessary and appropriate steps to maximize the value
of their shares. In addition, the Individual Defendants have the responsibility
to act independently so that the interests of the Company's public stockholders
will be protected, to consider seriously all bona fide offers for the Company,
                                             ---- ----
and to conduct fair and active bidding procedures or other mechanisms for
checking the market to assure that the highest possible price is achieved.
Further, the directors of InterTrust must adequately ensure that no conflict of
interest exists between the Individual Defendants' own interests and their
fiduciary obligations to maximize stockholder value or, if such conflicts exist,
to insure that all such conflicts will be resolved in the best interests of the
Company's stockholders.

         54. Defendants have refused to take those steps necessary to ensure
that InterTrust's stockholders will receive maximum value for their shares of
InterTrust stock. Defendants have refused to seriously consider offers, other
than the offer of Fidelio, and have failed to announce any active auction or
open bidding procedures best calculated to maximize shareholder value in selling
the Company. In addition, defendants have enacted unreasonable barriers which
have made it untenable for any party other than Fidelio to acquire the Company.
Moreover, despite their duty to maximize shareholder value, the defendants have
clear and material conflicts of interest and are acting to better their own
interests at the expense of InterTrust's public shareholders.

         55. The proposed sale is wrongful, unfair and harmful to InterTrust's
public stockholders, and represents an effort by the Individual Defendants to
elevate their own financial

                                       19



position and interests at the expense of and to the detriment of Class members.
The transaction is an attempt to deny plaintiffs and the other members of the
Class their rights while usurping the same for the benefit of Fidelio on unfair
terms.

         56. The Individual Defendants have violated the fiduciary duties owed
to the public shareholders of InterTrust, including their duties of loyalty,
disclosure and duty of care. The Individual Defendants' agreement to the terms
of the Tender Offer, its timing, and the failure to auction the Company and
invite other bidders, and the Individual Defendants' failure to provide a market
check demonstrate a clear absence of the exercise of loyalty to InterTrust's
public shareholders.

         57. By transferring the "Crown Jewels" of the Company to Fidelio,
thereby assuring that no other potential bidder would be able to bid on the
Company, the Individual Defendants have locked themselves into a merger with
Fidelio without fully informing themselves about or intentionally ignoring the
intrinsic worth of InterTrust.

         58. The Individual Defendants have breached their fiduciary and other
common law duties owed to plaintiffs and other members of the Class in that they
have not and are not exercising independent business judgment and have acted and
are acting to the detriment of the Class.

         59. Because the Individual Defendants have breached their duties of
loyalty, disclosure, good faith and independence in connection with the sale of
InterTrust, the burden of proving the inherent or entire fairness of the
Acquisition, including all aspects of its negotiation and structure, is placed
upon the Individual Defendants as a matter of law.

                                       20



         60. Defendant Fidelio has knowingly aided and abetted the breaches of
fiduciary duty committed by the other defendants to the detriment of
InterTrust's public shareholders. Indeed, the proposed transaction could not
take place without the active participation of Fidelio.

         61. As a result of the actions of the Individual Defendants, plaintiffs
and the other members of the Class have been and will be damaged in that they
have not and will not receive their fair proportion of the value of InterTrust's
assets and businesses and/or have been and will be prevented from obtaining a
fair and adequate price for their shares of InterTrust's common stock.

         62. Plaintiffs seek preliminary and permanent injunctive relief and
declaratory relief preventing defendants from inequitably and unlawfully
depriving plaintiffs and the Class of their rights to realize a full and fair
value for their stock, and to compel defendants to carry out their fiduciary
duties to maximize shareholder value.

         63. Only through the exercise of this Court's equitable powers can
plaintiffs be fully protected from the immediate and irreparable injury which
defendants' actions threaten to inflict. Defendants are precluding the
stockholders' enjoyment of the full economic value of their investment by
failing to proceed expeditiously and in good faith to evaluate and pursue a
premium acquisition proposal that would maximize shareholders value.

         64. Unless enjoined by the Court, defendants will continue to breach
their fiduciary duties owed to plaintiffs and the members of the Class, and/or
aid and abet and participate in such breaches of duty, and will prevent the sale
of InterTrust at an appropriate premium, all to the irreparable harm of
plaintiffs and other members of the Class.

         65. Plaintiffs and the Class have no adequate remedy at law.

         WHEREFORE, plaintiffs demand judgment as follows:

                                       21



         (a) Declaring this to be a proper class action, certifying plaintiffs
as class representatives, and appointing their counsel to represent the Class;

         (b) Ordering the Individual Defendants to fulfill their fiduciary
duties to plaintiffs and the other members of the Class by announcing their
intention to:

             (i) Cooperate fully with any entity or person, having a bona fide
                                                                     ---- ----
interest in proposing any transactions that would maximize shareholder value;

             (ii) Immediately undertake an appropriate evaluation of
InterTrust's worth as a merger/acquisition candidate;

             (iii) Take all appropriate steps to enhance InterTrust's value and
attractiveness as a merger/acquisition candidate;

             (iv) Take all appropriate steps to effectively expose InterTrust to
the marketplace in an effort to create an active auction of the Company;

             (v) Act independently so that the interests of the Company's public
stockholders will be protected; and

             (vi) Adequately ensure that no conflicts of interest exist between
the Individual Defendants' own interests and their fiduciary obligation to
maximize shareholder value or, in the event such conflicts exist, to ensure that
all conflicts of interest are resolved in the best interests of the public
stockholders of InterTrust;

             (vii) Require the proper implementation of InterTrust's poison pill
so as to maximize shareholder value.

         (c) Ordering the Individual Defendants, jointly and severally, to
account to plaintiffs and the Class for all damages suffered and to be suffered
by them as a result of the acts and transactions alleged herein;

                                       22



         (d) Enjoining the Tender Offer pending disclosure of all material
information as alleged herein.

         (e) Awarding plaintiffs the costs and disbursements of this action,
including a reasonable allowance for plaintiffs' attorneys' and experts' fees;
and

         (f) Granting such other and further relief as may be just and proper.

DATED:   December 6, 2002                   CHIMICLES & TIKELLIS LLP

                                                 /s/ Robert J. Kriner, Jr.
                                            ----------------------------------
                                            Pamela S. Tikellis
                                            Robert J. Kriner, Jr.
                                            One Rodney Square
                                            Post Office Box 1035
                                            Wilmington, DE  19899
                                            Telephone:  (302) 656-2500

                                            Attorneys for Plaintiffs
OF COUNSEL:

WOLF HALDENSTEIN ADLER FREEMAN
     & HERZ LLP
Jeffrey G. Smith
Michael Jaffe
Demet Basar
270 Madison Avenue
New York, New York  10016
Telephone:  (212) 545-4600
Fax:  (212) 545-4653

     [Immediately following this Exhibit (a)(1)(L), insert the full text of the
complaint filed by Julie M. Bishop, et. al. on December 9, 2002 as Exhibit
(a)(1)(M). A copy of this complaint is being processed in R.R. Donnelley's Palo
Alto office in connection with InterTrust's Amend. No. 2 to the Schedule 14D-9.
Please coordinate with the Palo Alto office.]

                                       23

EX-99.(A)(1)(M)

Exhibit (a)(1)(M)

MILBERG WEISS BERSHAD

HYNES & LERACH LLP

WILLIAMS S. LERACH (68581)

DARREN J. ROBBINS (168593)

RANDALL J. BARON (150796)

A. RICK ATWOOD, JR. (156529)

JOHN A. LOWTHER (207000)

401 B Street, Suite 1700

San Diego, CA 92101

Telephone: 619/231-1058

619/231-7423 (fax)

ROBBINS UMEDA & FINK, LLP

MARC M. UMEDA (197847)

1010 Second Avenue, Suite 2360

San Diego, CA 92101

Telephone: 619/525-3990

619/525-3991 (fax)

Attorneys for Plaintiffs

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

JULIE M. BISHOP, ALBERT CASE, SHELDON E. KATZER, INC. EMPLOYEES RETIREMENT TRUST, STEPHEN STENTON, GEORGE PETERMAN, JOHN E. FRY, JR., BILLIE R. BRENNER, MICHAEL MCCARTHY and DANIEL BROWN, On Behalf of Themselves and All Others Similarly Situated, Plaintiffs, vs. CURTIS A. HESSLER, ROBERT R. WALKER, LESTER HOCHBERG, DAVID C. CHANCE, DAVID LOCKWOOD, TIMO RIUKKA, SATISH K. GUPTA, VICTOR SHEAR and DOES 1-25, inclusive, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Case No. CV813208 CLASS ACTION COMPLAINT BASED UPON SELF-DEALING AND BREACH OF FIDUCIARY DUTY

Plaintiffs, by their attorneys, allege as follows:

SUMMARY OF THE ACTION

1.  This is a stockholder class action brought by plaintiffs on behalf of the holders of InterTrust Technologies Corporation (“InterTrust” or the “Company”) common stock against InterTrust’s directors arising out of their attempts to provide certain InterTrust insiders and directors with preferential treatment in connection with their efforts to complete the sale of InterTrust to Fidelio Acquisition Company, LLC (the “Acquisition”). This action seeks equitable relief only.

2.    In pursuing the unlawful plan to sell InterTrust, each of the defendants violated applicable law by directly breaching and/or aiding the other defendants’ breaches of their fiduciary duties of loyalty, due care, independence, good faith and fair dealing.

3.    In fact, instead of attempting to obtain the highest price reasonably available for InterTrust for its shareholders, the individual defendants spent substantial effort tailoring the structural terms of the Acquisition to meet the specific needs of Fidelio Acquisition Company, LLC (“Fidelio”). Instead of disclosing the Company’s Q3 results (which each of the defendants knows), each of the defendants actively concealed these results until after the Acquisition announcement. Defendants should be required to:

• Rescind the transaction until after the Company disclosed its Q3 earnings report which is scheduled to be released hours after this Acquisition announcement;

• Rescind the “payoff” agreements and stock option grants;

• Withdraw their consent to the sale of Fidelio and allow the shares to trade freely—without impediments;

• Act independently so that the interests of InterTrust’s public stockholders will be protected, including, but not limited to, the retention of truly independent advisors and/or the appointment of a truly independent Special Committee; and

• Adequately ensure that no conflicts of interest exist between defendants’ own interests and their fiduciary obligation to maximize stockholder value or, if such conflicts exist, to ensure that all conflicts be resolved in the best interests of InterTrust’s public stockholders.

4.    In essence, the proposed Acquisition is the product of a hopelessly flawed process that was designed to ensure the sale of InterTrust to one buying group, and one buying group only, on terms preferential to Fidelio and to subvert the interests of plaintiffs and the other public stockholders of InterTrust.

JURISDICTION AND VENUE

5.    This Court has jurisdiction over the cause of action asserted herein pursuant to the California Constitution, Article VI, §10, because this case is a cause not given by statute to other trial courts.

6.    This Court has jurisdiction over defendants because they conduct business in California and/or are citizens of California. This action is not removable. Additionally, plaintiffs Bishop, Case, Sheldon E. Katzer, Inc. Employees Retirement Trust, Peterman and McCarthy are citizens of California.

7.    Venue is proper in this Court because the conduct at issue took place and had an effect in this County.

PARTIES

8.    Plaintiff Julie M. Bishop (“Bishop”) is, and at all times relevant hereto was, a shareholder of InterTrust. Bishop holds 17,000 shares of InterTrust and is a resident of California.

9.    Plaintiff Albert Case (“Case”) is, and at all times relevant hereto was, a shareholder of InterTrust. Case holds 2,500 shares of InterTrust and is a resident of California.

10.    Plaintiff Sheldon E. Katzer, Inc. Employees Retirement Trust (“Katzer”) is, and at all times relevant hereto was, a shareholder of InterTrust. Katzer holds 1,300 shares of InterTrust and is a resident of California.

11.    Plaintiff Stephen Stenton (“Stenton”) is, and at all times relevant hereto was, a shareholder of InterTrust. Stenton holds 26,000 shares of InterTrust.

2

12.    Plaintiff George Peterman (“Peterman”) is, and at all times relevant hereto was, a shareholder of InterTrust. Peterman holds 3,600 shares of InterTrust and is a resident of California.

13.    Plaintiff John E. Fry, Jr. (“Fry”) is, and at all times relevant hereto was, a shareholder of InterTrust. Fry holds 19,775 shares of InterTrust.

14.    Plaintiff Billie R. Brenner (“Brenner”) is, and at all times relevant hereto was, a shareholder of InterTrust. Brenner holds 40,000 shares of InterTrust.

15.    Plaintiff Michael McCarthy (“McCarthy”) is, and at all times relevant hereto was, a shareholder of InterTrust. McCarthy holds 2,250 shares of InterTrust and is a resident of California.

16.    Plaintiff Daniel Brown (“Brown”) is, and at all times relevant hereto was, a shareholder of InterTrust. Brown holds 9,849 shares of InterTrust.

17.    InterTrust is a California-based corporation. InterTrust is engaged in inventing and defining technologies for Digital Rights Management (“DRM”), including various trusted competing technologies that enable secure management of digital processes and information.

18.    Defendant Curtis A. Hessler (“Hessler”) is a Board member of the Company.

19.    Defendant Robert R. Walker (“Walker”) is a Board member of the Company.

20.    Defendant Lester Hochberg (“Hochberg”) is a Board member of the Company.

21.    Defendant David C. Chance (“Chance”) is a Board member of the Company. Chance is also a former Vice Chairman of InterTrust.

22.    Defendant David Lockwood (“Lockwood”) is the Vice Chairman, President and CEO as well as a Board member of the Company.

23.    Defendant Timo Ruikka (“Ruikka”) is a Board member of the Company.

24.    Defendant Satish K. Gupta (“Gupta”) is a Board member of the Company.

3

25.    Defendant Victor Shear (“Shear”) is the Chairman of the Board of the Company.

26.    The defendants named above in ¶¶18-25 are sometimes collectively referred to herein as the “Individual Defendants.”

27.    The true names and capacities of defendants sued herein under California Code of Civil Procedure §474 as Does 1 through 25, inclusive, are presently not known to plaintiffs, who therefore sue these defendants by fictitious names. Plaintiffs will seek to amend this Complaint and include these Doe defendants’ true names and capacities when they are ascertained. Each of the fictitiously named defendants is responsible in some manner for the conduct alleged herein and for the injuries suffered by the Class.

DEFENDANTS’ FIDUCIARY DUTIES

28.    In accordance with their duties of loyalty, care and good faith, the defendants, as directors and/or officers of InterTrust, are obligated to refrain from:

        (a)  participating in any transaction where the directors’ or officers’ loyalties are divided;

        (b)  participating in any transaction where the directors or officers receive or are entitled to receive a personal financial benefit not equally shared by the public shareholders of the corporation; and/or

        (c)  unjustly enriching themselves at the expense or to the detriment of the public shareholders.

29.    Plaintiffs allege herein that the Individual Defendants, separately and together, in connection with the sale of InterTrust, violated the fiduciary duties owed to plaintiffs and the other public shareholders of InterTrust, including their duties of loyalty, good faith and independence, insofar as they stood on both sides of the transaction and engaged in self-dealing and obtained for themselves personal benefits, including personal financial benefits not shared equally by plaintiffs or the Class.

30.    Because the Individual Defendants have breached their duties of loyalty, good faith and independence in connection with the sale of InterTrust, the burden of

4

proving the inherent or entire fairness of the Acquisition, including all aspects of its negotiation and structure, is placed upon the Individual Defendants as a matter of law.

CLASS ACTION ALLEGATIONS

31.    Plaintiffs bring this action on their own behalf and as a class action pursuant to California Code of Civil Procedure §382 on behalf of all holders of InterTrust stock who are being and will be harmed by defendants’ actions described below (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendant.

32.    This action is properly maintainable as a class action.

33.    The Class is so numerous that joinder of all members is impracticable. According to InterTrust’s Securities and Exchange Commission (“SEC”) filings, there were more than 96 million shares of InterTrust common stock outstanding.

34.    There are questions of law and fact which are common to the Class and which predominate over questions affecting any individual Class member. The common questions include, inter alia, the following:

        (a)  whether defendants have breached their fiduciary duties of undivided loyalty, independence or due care with respect to plaintiffs and the other members of the Class in connection with the Acquisition;

        (b)  whether the Individual Defendants are engaging in self-dealing in connection with the Acquisition;

        (c)  whether the Individual Defendants are unjustly enriching themselves and other insiders or affiliates of InterTrust;

        (d)  whether defendants have breached any of their other fiduciary duties to plaintiffs and the other members of the Class in connection with the Acquisition, including the duties of good faith, diligence, honesty and fair dealing;

        (e)  whether the defendants, in bad faith and for improper motives, have impeded or erected barriers to discourage other offers for the Company or its assets; and

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        (f)  whether plaintiffs and the other members of the Class would suffer irreparable injury were the transactions complained of herein consummated.

35.    Plaintiffs’ claims are typical of the claims of the other members of the Class and plaintiffs do not have any interests adverse to the Class.

36.    Plaintiffs are adequate representatives of the Class, have retained competent counsel experienced in litigation of this nature and will fairly and adequately protect the interests of the Class.

37.    The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class which would establish incompatible standards of conduct for the party opposing the Class.

38.    Plaintiffs anticipate that there will be no difficulty in the management of this litigation. A class action is superior to other available methods for the fair and efficient adjudication of this controversy.

39.    Defendants have acted on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.

BACKGROUND TO THE PROPOSED ACQUISITION

40.    InterTrust is engaged in inventing and defining DRM technologies, including various trusted competing technologies that enable secure management of digital processes and information.

41.    On November 13, 2002, PR Newswire issued a press release entitled, “Philips and Sony Lead Acquisition of InterTrust.” The press release stated in part:

Fidelio Acquisition Company, LLC, a company formed by Sony Corporation of America, a subsidiary of Sony Corporation, Royal Philips Electronics and certain other investors, has executed a definitive agreement to acquire InterTrust Technologies Corporation. As a result of the transaction, Fidelio will acquire all of the outstanding common stock of InterTrust for approximately $453 million on a fully diluted basis or $4.25 per share. The most important objective of the transaction is to enable secure distribution of digital content by providing wider access to

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InterTrust’s key Digital Rights Management (DRM) intellectual property on a fair and reasonable basis.

InterTrust is a leading holder of intellectual property in DRM. The company holds 26 U.S. patents and has approximately 85 patent applications pending worldwide. InterTrust’s patent portfolio covers software and hardware technologies that can be implemented in a broad range of products that use DRM, including digital media platforms, web services and enterprise infrastructure.

InterTrust’s Board of Directors has unanimously approved the acquisition and has determined that the transaction is advisable and in the best interest of its shareholders. All InterTrust board members owning shares including Victor Shear, Founder and Chairman of the board of directors, have agreed to tender all their shares of InterTrust common stock, representing approximately 20% of the outstanding common stock, in favor of the transaction. The acquisition, which is subject to customary closing conditions, including regulatory approvals, is expected to close in early 2003.

42.    Defendants, together with Philips and Sony, knew that the Company would disclose its Q3 results on November 14, 2002. Defendants gave Sony and Philips this information prior to November 12, 2002, thereby allowing these third parties to usurp the benefits of these results and simultaneously placing a cap on the price of the Company’s shares. With an announced deal at $4.25 per share, defendants should have known that the Q3 report would not influence the price of the shares beyond $4.25 per share, thus ensuring the sale to Sony and Philips at a firesale price.

SELF-DEALING

43.    By reason of their positions with InterTrust, the Individual Defendants are in possession of non-public information concerning the financial condition and prospects of InterTrust, and especially the true value and expected increased future value of InterTrust and its assets, which they have not disclosed to InterTrust’s public stockholders. Moreover, despite their duty to maximize shareholder value, the defendants have clear and material conflicts of interest and are acting to better their own interests at the expense of InterTrust’s public shareholders.

44.    The proposed sale is wrongful, unfair and harmful to InterTrust’s public stockholders, and represents an effort by defendants to aggrandize their own financial

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position and interests at the expense of and to the detriment of Class members. The Acquisition is an attempt to deny plaintiffs and the other members of the Class their rights while usurping the same for the benefit of Fidelio on unfair terms.

45.    In light of the foregoing, the Individual Defendants must, as their fiduciary obligations require:

• Rescind the transaction until after the Company discloses its Q3 earnings report which is scheduled to be released hours after this Acquisition announcement;

• Rescind the “payoff” agreements and stock options grants;

• Withdraw their consent to the sale of Fidelio and allow the shares to trade freely – without impediments;

• Act independently so that the interest of InterTrust’s public stockholders will be protected, including, but not limited to, the retention of truly independent advisors and/or the appointment of a truly independent Special Committee; and

• Adequately ensure that no conflicts of interest exist between defendants’ own interests and their fiduciary obligation to maximize stockholder value or, if such conflicts exist, to ensure that all conflicts be resolved in the best interests of InterTrust’s public stockholders.

46.    The Individual Defendants have also approved the Acquisition so that it transfers 100% of InterTrust’s revenues and profits to Fidelio, thus all of InterTrust’s operations will now accrue to the benefit of Fidelio.

CAUSE OF ACTION

Claim for Breach of Fiduciary Duties

47.    Plaintiffs repeat and reallege each allegation set forth herein.

48.    The defendants have violated fiduciary duties of care, loyalty, candor and independence owed under Delaware law to the public shareholders of InterTrust and have acted to put their personal interest ahead of the interests of InterTrust’s shareholders.

49.    By the acts, transactions and courses of conduct alleged herein, defendants, individually and acting as a part of a common plan, are attempting to advance their interests at the expense of plaintiffs and other members of the Class.

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50.    The Individual Defendants have violated their fiduciary duties by entering into a transaction with Fidelio without regard to the fairness of the transaction to InterTrust’s shareholders.

51.    As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required, and breached their duties of loyalty, good faith, candor and independence owed to the shareholders of InterTrust because, among other reasons:

        (a)  they failed to properly value InterTrust; and

        (b)  they ignored or did not protect against the numerous conflicts of interest resulting from their own interrelationships or connection with the Acquisition.

52.    Because the Individual Defendants dominate and control the business and corporate affairs of InterTrust, and are in possession of private corporate information concerning InterTrust’s assets, business and future prospects, there exists an imbalance and disparity of knowledge and economic power between them and the public shareholders of InterTrust which makes it inherently unfair for them to pursue any proposed transaction wherein they will reap disproportionate benefits.

53.    By reason of the foregoing acts, practices and course of conduct, the defendants have failed to exercise ordinary care and diligence in the exercise of their fiduciary obligations toward plaintiffs and the other members of the Class.

54.    As a result of the actions of defendants, plaintiffs and the Class will suffer irreparable injury as a result of defendants’ self dealing.

55.    Unless enjoined by this Court, the defendants will continue to breach their fiduciary duties owed to plaintiffs and the Class, and may consummate the proposed Acquisition which will exclude the Class from its fair share of InterTrust’s valuable assets and businesses, and/or benefit them in the unfair manner complained of herein, all to the irreparable harm of the Class, as aforesaid.

56.    Defendants are engaging in self-dealing, are not acting in good faith toward plaintiffs and the other members of the Class, and have breached and are breaching their fiduciary duties to the members of the Class.

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57.    Unless the proposed Acquisition is enjoined by the Court, defendants will continue to breach their fiduciary duties owed to plaintiffs and the members of the Class, will not engage in arm’s-length negotiations on the Acquisition terms, and will not supply to InterTrust’s minority stockholders sufficient information to enable them to cast informed votes on the proposed Acquisition and may consummate the proposed Acquisition, all to the irreparable harm of the members of the Class.

58.    Plaintiffs and the members of the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can plaintiffs and the Class be fully protected from the immediate and irreparable injury which defendants’ actions threaten to inflict.

PRAYER FOR RELIEF

WHEREFORE, plaintiffs demand preliminary and permanent injunctive relief in their favor and in favor of the Class and against defendants as follows:

A.    Declaring that this action is properly maintainable as a class action;

B.    Declaring and decreeing that the Acquisition agreement was entered into in breach of the fiduciary duties of the defendants and is therefore unlawful and unenforceable;

C.    Enjoining defendants, their agents, counsel, employees and all persons acting in concert with them from consummating the Acquisition, unless and until the Company adopts and implements a procedure or process to obtain the highest possible price for shareholders;

D.    Directing the Individual Defendants to exercise their fiduciary duties to obtain a transaction which is in the best interests of InterTrust’s shareholders;

E.    Rescinding, to the extent already implemented, the Acquisition or any of the terms thereof;

F.    Rescinding the transaction until after the Company discloses its Q3 earnings report which is scheduled to be released hours after the Acquisition;

G.    Awarding plaintiffs the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

H.    Granting such other and further equitable relief as this Court may deem just and proper.

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DATED: December 8, 2002 MILBERG WEISS BERSHAD HYNES & LERACH LLP

WILLIAM S. LERACH

DARREN J. ROBBINS

RANDALL J. BARON

A. RICK ATWOOD, JR.

JOHN A. LOWTHER

/s/    JOHN A. LOWTHER                                         

          JOHN A. LOWTHER

401 B Street, Suite 1700

San Diego, CA 92101

Telephone: 619/231-1058

619/231-7423 (fax)

ROBBINS UMEDA & FINK, LLP

MARC M. UMEDA (197847)

1010 Second Avenue, Suite 2360

San Diego, CA 92101

Telephone: 619/525-3990

619/525-3991 (fax)

Attorneys for Plaintiffs

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