SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

TO

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

PURSUANT TO SECTION 14(d)(4) OF THE

SECURITIES EXCHANGE ACT OF 1934

INTERTRUST TECHNOLOGIES CORPORATION

(Name of Subject Company)

INTERTRUST TECHNOLOGIES CORPORATION

(Name of Person Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

46113Q109

(CUSIP Number of Class of Securities)

David Lockwood

President and Chief Executive Officer

InterTrust Technologies Corporation

4800 Patrick Henry Drive

Santa Clara, California 95054

(408) 855-0100

(Name, Address and Telephone Number of Person Authorized to Receive Notice

and Communications on Behalf of the Person(s) Filing Statement)

With Copies to:

Roger Aaron, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10035 (212) 735-3000 Kenton J. King, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1100 Palo Alto, California 94301 (650) 470-4500

¨ CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.

This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission (the “Commission”) by InterTrust Technologies Corporation on November 22, 2002 (the “Original Schedule 14D-9”), as amended by Amendment No. 1 to Schedule 14D-9 filed with the Commission on December 5, 2002 (as so amended, the “Schedule 14D-9”). Except as otherwise indicated, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9. All exhibits referred to herein as being attached to the Schedule 14D-9 have been filed with the Commission, but, except as otherwise indicated, are not being mailed to stockholders as a part of this Amendment No. 2.

Item 4:    The Solicitation or Recommendation.

Item 4 is amended and supplemented by inserting the following text as new third and fourth sentences of the subsection entitled “Reasons for the Recommendation of the Company’s Board of Directors—Opinion of InterTrust’s Financial Advisor—Discounted Cash Flow Analysis”:

In performing this analysis, Allen & Co. also took into account a theoretical range of potential resolution values of InterTrust’s claims against Microsoft of between $300 million and $700 million, based on an estimate of Microsoft’s total DRM-related projected revenues in 2006 relative to Sony’s DRM-related projected revenues in consumer electronic devices in 2006 and Sony’s paid-up patent license fee of $28.5 million for use of InterTrust’s DRM-related patents. These theoretical resolution values were estimated as of 2006 based on the possible length of the appeals process estimated by InterTrust’s management in the event that available appeals are pursued and were assumed to be taxed at the 38% corporate tax rate as provided by InterTrust’s management. See the subsection to Item 4 entitled “Alleged Disclosure Deficiencies” in this Schedule 14D-9.

Item 4 is amended and supplemented further by deleting the text in the subsection entitled “Litigation Related to the Merger and the Effect of a Tender by a Majority of Outstanding Shares” and inserting the following in its place:

The California Actions.    On November 13, 2002, two alleged holders of InterTrust Common Stock filed substantially identical complaints in California Superior Court for Santa Clara County (the “Superior Court”) naming as defendants each of the directors of InterTrust (together, the “Directors”). The first complaint is captioned Fabrizio Righetti v. Curtis A. Hessler, et al., Case No. CV812654 (the “Righetti Action”). The second complaint is captioned Jung-Ho Nam v. Curtis A. Hessler, et al., Case No. CV812655 (the “Nam Action”). On December 9, 2002, nine alleged holders of InterTrust Common Stock filed in the Superior Court a complaint captioned Julie M. Bishop, et al. vs. Curtis A. Hessler, et al., Case No. CV813208 (the “Bishop Action” and, together with the Nam Action and the Righetti Action, the “California Actions”). The complaint in the Bishop Action is substantially identical to the complaints in each of the Righetti Action and the Nam Action and names as defendants each of the Directors. A copy of the complaint in the Righetti Action is attached to this Schedule 14D-9 as Exhibit 18. A copy of the complaint in the Nam Action is attached to this Schedule 14D-9 as Exhibit 19. A copy of the complaint in the Bishop Action is attached to this Schedule 14D-9 as Exhibit 21. The plaintiffs in the California Actions (together, the “California Plaintiffs”) purport to bring the California Actions on behalf of a class consisting of all holders of InterTrust Common Stock, except the Directors and their affiliates.

The California Plaintiffs claim that, in pursuing a strategic transaction with Parent and Purchaser and approving the Merger Agreement, the Directors breached their fiduciary duties to holders of InterTrust Common Stock by, among other things, allegedly engaging in self-dealing, failing to obtain the highest price reasonably available for InterTrust and its shareholders, and failing to properly value InterTrust. Plaintiffs also allege that the proposed transaction with Parent and Purchaser is the result of a “flawed” process that was designed to ensure the sale of InterTrust to Parent on terms preferential to Parent and in violation of the rights and interests of the Company’s public stockholders. Plaintiffs seek, among other things, a declaration that the Merger Agreement

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was entered into in breach of the Directors’ fiduciary duties, a preliminary and permanent injunction to enjoin Directors from consummating the Merger, a direction to the Directors to exercise their fiduciary duties to obtain a transaction that is in the best interests of InterTrust stockholders, rescission of the Merger or any of the terms thereof to the extent implemented, and an award of costs and disbursements, including reasonable attorneys’ and experts’ fees. See Exhibits 18, 19 and 21 to this Schedule 14D-9 for a full and complete statement of the California Plaintiffs’ allegations.

The Delaware Action.    On November 27, 2002, two alleged holders of InterTrust Common Stock filed a complaint in the Delaware Court of Chancery (the “Court of Chancery”) naming as defendants each of the Directors, InterTrust and Parent. The complaint is captioned James Kaufman, et al. v. Curtis A. Hessler, et al., Case No. 20059-NC (the “Delaware Action” and, together with the California Actions, the “Actions”). A copy of the complaint in the Delaware Action is attached to this Schedule 14D-9 as Exhibit 20. The plaintiffs in the Delaware Action (the “Delaware Plaintiffs”) purport to bring the Delaware Action on behalf of a class consisting of all holders of InterTrust Common Stock, except the defendants and their affiliates.

The Delaware Plaintiffs allege that the Directors, aided and abetted by Parent, breached their fiduciary duties in approving the Merger Agreement. Among other things, the Delaware Plaintiffs assert that the Directors failed to take necessary and appropriate steps to maximize the value of InterTrust Common Stock, agreed in the Merger Agreement to pay an allegedly excessive termination fee to Parent under certain circumstances and approved in connection with the Merger Agreement the licensing to Sony and Philips of rights under InterTrust’s patents in exchange for up-front payments of $18.5 million that the Delaware Plaintiffs assert operates as a “lock up” to preclude competing offers for InterTrust. See Exhibit 20 to this Schedule 14D-9 for a full and complete statement of the Delaware Plaintiffs’ allegations.

The Delaware Action seeks, among other things, an order directing the Directors to fulfill their fiduciary duties, enjoining the Offer and Merger, awarding the costs and disbursements of the action, including reasonable attorneys’ and experts’ fees.

On December 2, 2002, the Delaware Plaintiffs filed in the Court of Chancery motions for expedited proceedings, including expedited discovery, and for an order preliminarily enjoining the Offer. On December 5, 2002, the Court of Chancery granted the motion for expedited proceedings after the Delaware Plaintiffs agreed to limit their motion for preliminary injunction to the disclosure claims described below. The parties in the Delaware Action are currently engaged in expedited discovery proceedings consistent with the Court of Chancery’s order, in preparation for a hearing on the Delaware Plaintiffs’ motion for preliminary injunction, which is currently scheduled to occur on December 16, 2002.

On December 6, 2002, the Delaware Plaintiffs filed in the Court of Chancery an amended complaint which incorporated disclosure claims raised by their motion for expedited discovery filed on December 2, 2002. A copy of the amended complaint in the Delaware Action is attached to this Schedule 14D-9 as Exhibit 22. All references in the amended complaint to “Fidelio” refer to the Parent as defined herein.

Alleged Disclosure Deficiencies.    In addition to repeating the allegations of their original complaint, the Delaware Plaintiffs allege in their amended complaint that the disclosures in the Schedule 14D-9 are materially deficient in at least the seven following ways:

1. First, the Delaware Plaintiffs allege that:

“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.”

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Contrary to the Delaware Plaintiffs’ allegations, the Schedule 14D-9 discloses the consideration paid by Sony for the Sony License Amendment and the consideration paid by Philips for the Philips License Agreement and the Philips License Amendment and further discloses, in the subsection of Item 4 of the Schedule 14D-9 entitled “Reasons for the Recommendation of the Company’s Board of Directors,” that the InterTrust Board of Directors considered “whether the financial terms of the arrangements represented fair value for the Company” and that the InterTrust Board of Directors concluded, “[w]ith the assistance of its legal and financial advisors, . . . that, in the totality of the acquisition transaction, the licensing arrangements were within a range of values that were fair to the Company and represented reasonable commercial terms.” For various reasons, however, including the facts that the market for DRM-enabled products and services is nascent, InterTrust’s business model has not been proven in the marketplace, and the scope and breadth of the enforceability and potential infringement of InterTrust’s patents relative to third party products are undetermined, it is difficult to value the patent rights licensed to Sony and Philips in connection with the acquisition transaction with any reasonable degree of precision using conventional valuation methodologies.

The Schedule 14D-9 also discloses the reasons why InterTrust entered into these licensing arrangements. The InterTrust Board of Directors expressly considered that Sony and Philips had made it clear at the outset of negotiations that their interest was to pursue the acquisition transaction, but that they had no interest in pursuing such a transaction without having the licensing arrangements in place. Representatives of InterTrust responded at the time that, while the Company was prepared to negotiate the terms of a non-exclusive license agreement with each of Philips and Sony, the Company was not prepared to execute these licenses on the terms then being discussed without concurrently agreeing on the terms of a business combination. After the totality of the transaction was negotiated, the InterTrust Board of Directors concluded that it was in the best interests of the stockholders to approve the licensing arrangements concurrently with the approval of the acquisition transaction.

2. Second, the Delaware Plaintiffs allege that:

“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 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.”

Contrary to the Delaware Plaintiffs’ allegations, in the subsection of Item 3 of the Schedule 14D-9 entitled “License Agreements,” InterTrust explained that the payment of these termination fees terminate only the amendments to the underlying Sony License Agreement and Philips License Agreement. The Schedule 14D-9 thus states that, under certain circumstances, “the Company may elect to terminate the Sony License Amendment by paying Sony $6,000,000” and “the amount payable to Philips in the event the Company elects to terminate the Philips License Amendment, is $1,000,000.” Each of the Sony License Agreement and the Philips License Agreement (each, a “License Amendment” and together, the “License Amendments”) was filed as an Exhibit to the Original Schedule 14D-9.

Whether or not to terminate either License Amendment is entirely at InterTrust’s option, not at the option of either Sony or Philips. However, InterTrust has the right to terminate these amendments only during the period that is between nine and 15 months following the effective dates of the amendments, November 13, 2002. The exercise of the termination right is also contingent upon InterTrust and its successors, assigns, direct or indirect parent or subsidiaries, and their respective affiliates not: (a) marketing commercial products or services other than DRM reference designs or technology; or (b) licensing patents other than DRM patents. For the purposes of the License Amendments, “affiliates” of InterTrust include: (i) any entity that acquires 20% or more of the

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outstanding equity of InterTrust from a transaction entered into by InterTrust with the approval of the InterTrust Board of Directors; or (ii) one or more entities working in cooperation through a joint venture, contractual or otherwise collectively acquires more than fifty percent of the outstanding equity of InterTrust. Upon any termination of such License Amendment, the original license agreement remains in full force and effect, except that certain products covered by the amendment will continue to be covered by the ongoing original license agreement. In the event that InterTrust elects, at its option, to terminate either License Amendment, InterTrust would return to Sony the $6,000,000 or to Philips the $1,000,000 that was paid by the respective party in connection with the execution of its respective Licence Amendment. The exercise of these termination rights are independent of any termination of the Merger Agreement and therefore should not be considered to be a termination fee in connection with the Merger and the Offer. The Sony License Amendment and Philips License Amendment, both of which have been filed with the Commission as Exhibits to the Original Schedule 14D-9, set forth explicitly the conditions under which the Company (including any successor corporation) may terminate the License Amendments and the effects of any such termination.

3. Third, the Delaware Plaintiffs allege that:

“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 acquirers 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.”

Contrary to the Delaware Plaintiffs’ allegations, the Schedule 14D-9 does not downplay the significance of the Microsoft patent litigation, the status of which has also been discussed in detail in InterTrust’s recent periodic reports and press releases. Rather, the Schedule 14D-9 identifies the Microsoft litigation as one of the factors that the InterTrust Board of Directors considered among both the opportunities and challenges facing InterTrust. In the subsection of Item 3 of the Schedule 14D-9 entitled “Reasons for the Recommendation of the Company’s Board of Directors” on page 24 of the Original Schedule 14D-9, InterTrust identified “the possible successful resolution of the Company’s litigation with Microsoft” as one of the Company’s opportunities and the “risk associated with resolving the Microsoft litigation” as one of the challenges and risks facing the Company.”

Further, as explained in InterTrust’s annual report on Form 10-K for the year ended December 31, 2001, and its quarterly reports filed thereafter, the legal proceedings with Microsoft are in the early stages. Specifically, in InterTrust’s quarterly report on Form 10-Q for the quarter ended September 30, 2002, the Company disclosed that discovery has started in the case, that the parties have exchanged documents and infringement and invalidity contentions, and that a Markman hearing on a portion of the patent claims in dispute is currently scheduled for the second quarter of 2003.

Because of, among other things, the inherent risks and uncertainties associated with this litigation, InterTrust has not prepared a valuation of its claims against Microsoft, does not maintain any such valuation in its financial models or forecasts and does not believe that the Microsoft litigation is capable of being valued at this time with any reasonable degree of precision, especially because the scope and breadth of enforceability of InterTrust patents, and infringement of Microsoft products, have not yet been adjudicated.

In performing the discounted cash flow analysis as part of its analyses underlying its opinion as to the fairness of the offer price, Allen & Co. took into account a theoretical range of potential resolution values of InterTrust’s claims against Microsoft of $300 million to $700 million in 2006, as described above in the subsection entitled “Reasons for the Recommendation of the Company’s Board of Directors—Opinion of InterTrust’s Financial Advisor—Discounted Cash Flow Analysis.” In light of the inherent risks associated with this litigation, the Company has no reason to believe that resolution of the Microsoft litigation is either more or less likely to occur within the range of theoretical values set forth above, or at some higher or lower range of

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values, or at all. For this reason, given the substantial uncertainties related to the litigation, InterTrust cautions stockholders not to rely on this estimated range of theoretical resolution values in deciding whether to tender shares of InterTrust Common Stock into the Offer.

4. Fourth, the Delaware Plaintiffs allege that:

“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.”

Contrary to the Delaware Plaintiffs’ allegations, in the subsection of Item 4 of the Schedule 14D-9 entitled “Background of the Offer” on page 22 of the Original Schedule 14D-9, InterTrust explained that representatives of InterTrust communicated to representatives of Sony and Philips the InterTrust Board of Directors’ requirement of a price no less than $4.50 and noted that,
“[a]fter further discussions and negotiation of non-price deal terms (which included a reduction in the amount of the termination fee sought by SCA and Philips and the modification of certain conditions to closing sought by SCA and Philips),” the negotiators agreed to seek internal authorization for an offer price of $4.25 per share. The negotiations with respect to the license arrangements were substantially completed prior to negotiations with respect to price per share, except that, contemporaneous with the negotiation of the price per share, InterTrust engaged in further negotiations with SCA and Philips regarding the License Amendments that narrowed the scope of the licenses granted to Sony and Philips. These price and non-price negotiations were part of the ordinary negotiation process that is conducted in connection with transactions of this type. As noted in the subsection of Item 4 of the Schedule 14D-9 entitled “Reasons for the Recommendation of the Company’s Board of Directors” on page 25 of the Original Schedule 14D-9, “[t]he Board considered the extensive arms-length negotiations between the Company, SCA and Philips, leading to the belief of the Company Board that $4.25 per Share represented the highest possible price per Share that reasonably could be expected to be received from SCA and Philips.”

5. Fifth, the Delaware Plaintiffs allege that:

“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.”

The Original Schedule 14D-9 sets forth all employment agreements, understandings and other financial arrangements between InterTrust and each of its directors and executive officers. Except for the arrangements with InterTrust existing prior to the negotiation and execution of the Merger Agreement as set forth in the Schedule 14D-9, none of InterTrust, Fidelio, SCA, Sony, Philips or Stephens Acquisition LLC, or any of their respective affiliates, has extended any offers to, made any commitments to, has any understandings with, or has had any negotiations regarding terms of employment or any other financial arrangements (whether for cash, equity interests, or otherwise) with David Lockwood, any member of the InterTrust Board of Directors or any other executive officers of InterTrust with respect to their post-Merger employment or any other financial arrangements. In addition, none of the foregoing individuals has been offered or provided with any equity or other financial interest in InterTrust, Fidelio, SCA, Sony, Philips or Stephens Acquisition LLC, or any of their respective affiliates, other than the consideration for shares tendered or options cancelled as provided for in the Offer or the Merger. Accordingly, consistent with the Commission’s instructions for completing the Schedule 14D-9 set forth in Rule 1005(d) of Regulation M-A, the Schedule 14D-9 contains no disclosure regarding the “fate” or interests of such persons.

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6. Sixth, the Delaware Plaintiffs allege that:

“While the Schedule 14D-9 disclosed that certain executives’ options will be vested upon an extraordinary corporate transaction pursuant to acceleration letters, the date of the acceleration letters is not disclosed so that it is unclear whether the acceleration rights were granted in connection with the Tender Offer or previously. InterTrust’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.”

The acceleration letters were not granted in connection with the Merger or the Offer. These letters were granted concurrently with the associated option grants and no such acceleration letter was issued in connection with, or in the six months preceding, the negotiation and execution of the Merger Agreement. In addition, all options held by members of the InterTrust Board of Directors were already fully vested at a time prior to the negotiation and execution of the Merger Agreement, other than certain options granted to David Lockwood in his capacity as an executive officer of the Company and certain options granted to David Chance while he was serving as an executive officer of the Company that are out-of-the-money and for which he will receive no consideration in the Offer or the Merger.

7. Seventh, the Delaware Plaintiffs allege that:

“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.”

Contrary to the Delaware Plaintiffs’ allegations, InterTrust’s disclosures in the Schedule 14D-9 make clear that the Special Committee was formed by the Board of Directors to supervise directly the Company’s review of strategic alternatives and to manage the activities of the Company in furtherance thereof, not to deal with potential conflicts of interest. In the subsection of Item 4 of the Schedule 14D-9 entitled “Background of the Transaction” on page 19 of the Original Schedule 14D-9, InterTrust explained that the special committee was formed “to enable the Board of Directors to more actively monitor and assist in the strategic review process and to direct Allen & Co.’s activities.” InterTrust further explained in the same subsection, on pages 22-23, that it was the full InterTrust Board of Directors, not the Special Committee, that met on each of the four days immediately preceding the execution of the Merger Agreement to review the status of negotiations, consider the proposals of Parent, provide directions to the InterTrust representatives negotiating the transaction and ultimately determine, in consultation with InterTrust’s management and legal and financial advisors, that the terms of the Merger Agreement “are fair to and in the best interests of InterTrust and its stockholders.” The entire InterTrust Board, which includes each of the members of the Special Committee, voted unanimously to approve the transaction and to recommend that stockholders tender their shares of InterTrust Common Stock in the Offer.

Additional Alleged Disclosure Deficiencies.    Although the California Plaintiffs have not included in their complaints any specific allegations of disclosure deficiencies in the Schedule 14D-9, counsel for one of the California Plaintiffs asserted in a letter addressed to the InterTrust Board of Directors, dated December 4, 2002, that the Schedule 14D-9 and the Schedule TO filed by Purchaser with the Commission are deficient in a number of respects. Counsel’s letter stated:

“These deficiencies include, but are not limited to, inadequate disclosures regarding the composition of the Special Committee; the potential strategic partners contacted by InterTrust’s investment advisor, Allen & Co., and their proposals; the impact of the amendments to the licensing agreements with Sony and Philips on the Company if the Acquisition is not consummated; the financial data, including the

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projections and assumptions underlying defendants’ contention that $4.25 per share is a fair price; key data concerning the existing and anticipated executive compensation for executives of the post-Acquisition company, including the terms currently being discussed regarding renegotiated employment agreements, exercise prices for stock options, potential stock option grants, renegotiated performance based compensation and all the other economic benefit that is to be received by defendants and InterTrust’s current management following the Acquisition; and the reasons the Board implemented a ‘no shop’ provision in the face of a woefully inadequate $4.25 per share offer and in violation of its fiduciary duties, including the side agreement Stockholder Tender and Support Agreements that each of the Board members entered into that prohibits them from complying with their fiduciary duties.”

InterTrust believes that the points raised by the additional alleged disclosure deficiencies asserted in counsel’s letter are adequately addressed in the Schedule 14D-9, are immaterial or are without any basis in fact. InterTrust further believes that the Schedule 14D-9, together with the Company’s periodic reports, press releases and other publicly available information, discloses all material facts relevant to the transaction, including without limitation, all material facts regarding the Merger Agreement and the transactions contemplated thereby, including the Offer, the events leading up to the execution of the Merger Agreement, the licensing arrangements with Sony and Philips, the fairness opinion of Allen & Co., and the reasons for the InterTrust Board’s approval of the Merger Agreement and recommendation that all holders of shares accept the Offer and tender their shares pursuant to the Offer.

Conclusions.    Based on its review of the complaints, InterTrust believes that the allegations in the Actions are without merit and intends, along with the Directors, to defend the Actions vigorously.

As the Company disclosed in the Original Schedule 14D-9, in the event that a majority of the shares of InterTrust Common Stock are tendered in the Offer, InterTrust and the Directors intend to rely upon the acceptance of the Offer in defense of the claims asserted in the Actions. Specifically, InterTrust and the Directors intend to argue that the tender by the holders of a majority of the shares of InterTrust Common Stock in the Offer constitutes a ratification or acceptance of the conduct that is the subject of the complaints in the Actions. InterTrust and the Directors further intend to argue that such ratification or acceptance constitutes a complete defense to the claims asserted in the Actions or otherwise operates to protect them from liability or increase the plaintiffs’ burdens of pleading and proof in the Actions. In addition, Defendants intend to argue that any holder of shares of InterTrust Common Stock who tenders Shares in the Offer has acquiesced in the transaction and cannot attack it or participate as a class member in the Actions or any later-filed lawsuit seeking damages relating to the Merger Agreement or the transactions related thereto.

Item 9.    Exhibits.

Item 9 is hereby amended and supplemented as follows:

Exhibit 21.	Complaint filed by Julie M. Bishop, et al. in the Superior Court, Santa Clara County, California on December 9, 2002.
Exhibit 22.	Amended Complaint filed by James Kaufman, et al. in the Delaware Court of Chancery on December 6, 2002.
Exhibit 23.	Form of Letter to the Stockholders of the Company, dated December 13, 2002.*
Exhibit 24.	Press Release dated December 13, 2002.

* Copy attached to, or enclosed with, copies of this Amendment No. 2 to the Schedule 14D-9 mailed to stockholders.

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SIGNATURE

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.

INTERTRUST TECHNOLOGIES CORPORATION
By:	/s/    DAVID LOCKWOOD
	Name: David Lockwood Title: President and Chief Executive Officer

Dated: December 13, 2002

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EX-99.21

EXHIBIT 21

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.

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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.

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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

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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 excluded 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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EX-99.22

Exhibit 22

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,                                                              Plaintiffs,                                      -against- CURTIS A. HESLER, ROBERT R. WALKER, LESTER HOCHBERG, DAVID C. CHANCE, DAVID LOCKWOOD, TIMO RIUKKA, SATISH K. GUPTA, VICTOR SHEAR, INTERTRUST TECHNOLOGIES CORPORATION, and FIDELIO ACQUISITION COMPANY, LLC,                                                              Defendants. Case No. C.A. No. 20059-NC AMENDED CLASS ACTION COMPLAINT

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 of 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.

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

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Stephens Group, Inc. and Stephens Inc. is 11 1 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.

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 ¶¶ 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.

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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.

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

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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.

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.

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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.

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.

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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 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.

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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 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.

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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 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 by 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.

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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 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.

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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 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

12

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 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.

13

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 Tala1 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 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.

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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.

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

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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 terms 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 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 saddledwith 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.

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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 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

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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’ options will be vested upon an extraordinary corporate transaction pursuant to acceleration letters, the date of the acceleration letters is not disclosed so that it is unclear whether the acceleration rights were granted in connection with the Tender Offer or previously. InterTrust’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

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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 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

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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 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.

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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.

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

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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:

(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;

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(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;

(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.

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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

300670

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EX-99.23

Exhibit 23

December 13, 2002

Dear Stockholder:

On November 22, 2002, we sent to you a copy of the InterTrust Technologies Corporation (“InterTrust”) Solicitation/Recommendation Statement on Schedule 14D-9 (the “Original Schedule 14D-9”) relating to the tender offer (the “Offer”) by Fidelio Sub, Inc., a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Fidelio Acquisition Company, LLC, a Delaware limited liability company (“Parent”), whose members are Koninklijke Philips Electronics N.V., Sony Corporation of America and Stephens Acquisition LLC, to purchase all outstanding shares of InterTrust common stock for $4.25 per share, net to the seller in cash, without interest thereon and less any required withholding tax. The Offer was made pursuant to a merger agreement between InterTrust, Parent and Purchaser.

As you may be aware, several purported class action lawsuits on behalf of stockholders of InterTrust have been filed in connection with the proposed transaction. We have previously described this litigation in our Original Schedule 14D-9 and in an amendment thereto. Among the claims made by the plaintiffs in those lawsuits are that certain disclosures in our Original Schedule 14D-9 concerning the proposed transaction are inadequate. We believe that those claims are entirely without merit and that stockholders have already been provided sufficient information upon which to make a decision whether or not to tender their shares of InterTrust stock into the Offer. Nevertheless, we are furnishing to you the enclosed amended Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9 Supplement”) to address the issues raised in the lawsuits. The enclosed Schedule 14D-9 Supplement describes the alleged disclosure deficiencies being claimed by the plaintiffs, the disclosures that we have already provided which we believe are responsive to the alleged deficiencies and, where appropriate, provides additional non-material information. The enclosed Schedule 14D-9 Supplement also describes the lawsuits, as currently filed.

If there are further material developments relating to these lawsuits or the proposed transaction more generally, we will issue a press release describing such developments and file additional amendments to our Solicitation/Recommendation Statement on Schedule 14D-9. Stockholders are advised to check for subsequent amendments at www.sec.gov prior to tendering their shares of InterTrust stock.

Very truly yours,

David Lockwood

President and Chief Executive Officer

EX-99.24

EXHIBIT 24

InterTrust Files Amendment to Solicitation/Recommendation on

Schedule 14D-9

SANTA CLARA, Calif., December 13, 2002 — InterTrust Technologies Corporation (Nasdaq: ITRU), the leading inventor of digital rights management (DRM) and trusted computing technologies, announced today that it has filed with the Securities and Exchange Commission and is mailing to its stockholders an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer by Fidelio Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Fidelio Acquisition Company, LLC, a Delaware limited liability company, whose members are Koninklijke Philips Electronics N.V., Sony Corporation of America and Stephens Acquisition LLC, to purchase all outstanding shares of InterTrust common stock for $4.25 per share, net to the seller in cash, without interest thereon and less any required withholding tax.

As previously disclosed in the original Schedule 14D-9 and an amendment thereto, several purported class action lawsuits on behalf of stockholders of InterTrust have been filed in connection with the proposed transaction. Among the claims made by the plaintiffs in those lawsuits are that certain disclosures in the original Schedule 14D-9 concerning the proposed transaction are inadequate. InterTrust believes that those claims are entirely without merit and that stockholders have already been provided sufficient information upon which to make a decision whether or not to tender their shares of InterTrust common stock into the offer. Nevertheless, InterTrust has filed this amendment to the Schedule 14D-9 to address the issues raised in the lawsuits by describing the alleged disclosure deficiencies being claimed by the plaintiffs, the disclosures that InterTrust has already provided which InterTrust believes are responsive to the alleged deficiencies and, where appropriate, providing additional non-material information. This amendment to the Schedule 14D-9 also describes the lawsuits, as currently filed. Copies of this amendment, as well as the original Schedule 14D-9, the tender offer statement, and amendments thereto, are available at the Securities and Exchange Commission’s Web site at www.sec.gov.

About InterTrust Technologies Corporation

InterTrust develops and licenses intellectual property for DRM and trusted computing. The Company holds 26 U.S. patents and has approximately 85 patent applications pending worldwide. InterTrust’s patent portfolio covers software and hardware techniques that can be implemented in a broad range of products that use DRM and trusted computing technologies, including computer operating systems, digital media platforms, web services, and enterprise infrastructure. InterTrust has research, engineering, and IP groups focusing on developing and monetizing next-generation technologies and inventions.

# # #

Financial Contacts

Greg Wood, Chief Financial Officer, or

John Amster, Vice President

InterTrust Technologies

408-855-0100

Media Contacts

Ruth Lindley, 408.855.6840, rlindley@intertrust.com

Buckley & Kaldenbach, Inc.

Isabel Kaldenbach, 703.979.3076, isabel@buckleykaldenbach.com

This announcement is neither an offer to purchase not a solicitation of an offer to sell shares of InterTrust. The tender offer is being made pursuant to a tender offer statement and related materials. Investors and security holders are strongly advised to read both the tender offer statement and amendments thereto and the solicitation/recommendation statement and amendments thereto regarding the tender offer referred to in this press release, because they contain important information. The tender offer statement and amendments thereto will be filed by Fidelio Acquisition Company, LLC with the Securities and Exchange Commission (SEC), and the solicitation/recommendation statement and amendments thereto will be filed by InterTrust with the SEC. Investors and security holders may obtain a free copy of these statements and other documents filed by Fidelio Acquisition Company, LLC and InterTrust at the SEC’s Web site at www.sec.gov.

The tender offer statement and related materials may be obtained for free by directing such requests to Georgeson Shareholder Communication Inc., 17 State Street, 10th Floor, New York, New York 10004, or by calling toll free (866) 870-4324.