Amended Complaint.
Re: Intergraph Corporation v. Intel Corporation.
Case No. CV 97-N-3023-NE, U.S. District Court, Northern District of Alabama, Northeastern Division.
Filed 12/3/98.  (The original Complaint was filed 11/17/98.)
Source: Intergraph Corp.

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
NORTHEASTERN DIVISION

AMENDED COMPLAINT

Plaintiff Intergraph Corporation hereby states its amended complaint against Intel Corporation (adding only new Count 23) and alleges as follows:

SUMMARY OF ACTION

In this action, Intergraph asserts claims for monetary damages and equitable relief from Intel for wrongful conduct including fraud, misappropriation of trade secrets, tortious interference with business relations, wantonness, breach of contract, breach of express and implied warranties, negligence, and patent infringement. As more fully described hereafter, Intel has infringed upon patents for computer technology owned by Intergraph. In 1996, Intel began a series of actions to coerce Intergraph into relinquishing such patent rights to Intel. When Intergraph refused to give up its patent rights, Intel undertook a systematic campaign of coercion and oppression against Intergraph. Intel has used and is using its dominant market power in the computer industry to pressure Intergraph to give up its valuable property rights, or to crush Intergraph in retaliation for refusing to do so. Intergraph seeks in this action to recover compensatory damages which have resulted from the wrongful conduct and infringing acts of Intel, seeks punitive damages in an amount sufficient to punish Intel and to deter further wrongful conduct, and requests that Intel be permanently enjoined from continuing its oppressive conduct and infringing acts.

PARTIES

1. Intel is a Delaware corporation with its principal corporate headquarters being located in Santa Clara, California.

2. Intergraph is a Delaware corporation with its principal corporate headquarters being located in Huntsville, Alabama.

JURISDICTION AND VENUE

3. Pursuant to 28 U.S.C. §§ 1331, 1338(a) and (b), 35 U.S.C. § 281 and 28 U.S.C. § 1391, this Court is vested with federal question jurisdiction over this action by virtue of the fact that certain of Intergraph's claims arise under federal law, including without limitation claims for patent infringement under 35 U.S.C. § 1, et. seq. This Court has supplemental jurisdiction over the state law claims asserted in this action which arise from the facts as are fully set forth herein below.

4. Venue is proper in the Northeastern Division of the Northern District of Alabama because (i) Intergraph is a resident of Huntsville, Alabama, (ii) Intel is qualified, conducts business, has substantial contacts and dealings in this District and Division, (iii) Intel has and continues to infringe Intergraph's patents in this District and Division and (iv) a predominant number of the events underlying this action took place within this District and Division.

FACTUAL BACKGROUND

The Parties

5. Intel is the world's largest manufacturer of computer microprocessors and motherboards. Microprocessors are component parts of computers, and are sometimes referred to as the central processing unit or "CPU." The CPU is the "brain" within a computer system. Intel's sales of microprocessors constitute approximately 85% of the worldwide market, supplying general purpose processors used in personal computers, servers and workstations. In addition to manufacturing microprocessors, Intel is a leading manufacturer of computer components, such as semiconductors and motherboards. Intel reported total sales revenues in 1996 of over $20 billion and reported earnings of over $5 billion for the same period. Intel employs approximately 50,000 people in manufacturing, research, and sales operations around the world. Intel dominates the market for microprocessors, a position which creates significant technological, financial and other barriers of entry to the microprocessor market.

6. Intergraph develops, manufactures, and markets computer software and hardware throughout the United States and abroad. Intergraph had total revenues in 1996 of approximately 1.1 billion dollars and employs approximately 8,000 people worldwide. All of Intergraph's manufacturing, financial and executive management functions are located in this District and Division. Intergraph's primary product focus has been in the highly technical field of computer-aided graphics. Intergraph's major product line is a series of high end computer workstations. A computer workstation has greater processing, graphics, and memory capabilities than the personal computer ("PC") normally used in homes and in most businesses. Intergraph's workstations are utilized for computer-aided design, computer-aided engineering, computer-aided manufacturing, computer-aided animation, and other computer graphics, multimedia and digital media functions.

Intergraph's Patents for the Clipper Microprocessor

7. In or about 1987, Intergraph purchased the Advanced Processor Division ("APD") of Fairchild Semiconductor. APD designed, manufactured and sold the "Clipper", a RISC-based microprocessor that Intergraph was dependant upon for its workstation products. "RISC" is an acronym for "Reduced Instruction Set Computer", a specific type of microprocessor developed in an attempt to design simpler but faster computers. As part of the acquisition of APD, Intergraph acquired all rights to the Clipper, including patent rights on the advanced designs of the Clipper. Intergraph acquired APD and the Clipper in order to secure its supply of RISC chips for its workstation products, and to eliminate the supply, pricing, and development issues associated with dependency on a third-party source of supply.

8. Intergraph has a large Clipper customer base, and still maintains Clipper-based software and hardware products. The Clipper patents are actively used by Intergraph Clipper systems, and are enforceable against others, like Intel, who have designed Clipper technology into their computer products.

Intergraph Begins Doing Business With Intel

9. In 1992, Intergraph began evaluating a transition from Clipper/RISC-based systems to Intel CPUs, for future workstation products. At that time, Intel's CPUs had gained a predominant market share in the "open architecture" PC market. Prior to this time, Intel had little or no experience with workstations, or the workstation market, and had been unsuccessful in the development of a RISC-based CPU for the workstation market.

10. In 1993, Intergraph began discussions with Intel about developing a computer workstation that would incorporate Intel's CPU. Because of the computing power necessary to operate a workstation, Intel had to demonstrate to Intergraph that its CPUs had or would soon have the necessary computing power and speed for workstation design. Based upon Intel's representations regarding future CPU speeds, Intergraph began to transition future workstation design and development away from Clipper/RISC technology to an Intel-based design.

11. The Clipper was used exclusively by Intergraph in its workstations until 1993. Intergraph's Clipper-based systems were a competitor to systems using other RISC-based microprocessors then available in the industry. Intergraph publicly announced its transition to Intel-based workstations to its customers and the industry. Intergraph's announcement was initially met with some resistance, and loss of sales.

12. After substantial investment and development efforts, Intergraph redesigned its hardware platforms to utilize CPUs supplied by Intel. Intergraph ceased further design of its own Clipper microprocessor at the end of 1993. In switching to Intel's CPUs, Intergraph relied on assurances, representations and commitments by Intel that Intel would supply Intergraph with CPUs on fair and reasonable terms, and would provide Intergraph with essential technical information, assistance and advice necessary to utilize newer and more advanced CPUs to be developed by Intel. Intergraph expended significant time, resources and money to effect the transition from Clipper to Intel CPUs.

13. As a result of the assurances of Intel, and the transition to Intel-based workstations, Intergraph is now technologically and economically "locked in" to the use of Intel's CPUs. Intergraph has designed its products and systems based on Intel's CPUs and, because there are no highperformance alternatives, Intergraph cannot economically or feasibly switch to other CPUs.

The Intel-Intergraph Relationship Develops

14. The relationship between Intergraph and Intel flourished between 1993 and 1996. In 1994, Intergraph began working closely with Intel to design, develop, manufacture and sell Intel-based workstations. Intergraph expended significant resources in the development, design, manufacture and sale of such Intel-based workstations.

15. Technical engineers for Intel routinely visited Intergraph's facility and coordinated design activity to develop new products and to find and resolve "bugs", or defects, in products or designs.

16. Intel regularly provided Intergraph with early samples of Intel's microprocessors for testing and development, often within weeks of the first manufacture. Such samples were generally delivered personally by employees from Intel's local Huntsville office directly to Intergraph's facilities. Intel also provided motherboard design assistance, including review of Intergraph's design schematics, to ensure that any undocumented "bugs" within the Intel CPU or chips were avoided.

17. Intel sent high-level Intel management teams to Huntsville to present information on Intel's technology and future plans, and to solicit Intergraph information and technology for incorporation into future Intel designs. Specifically, in August 1995, Intel sent a technical support team to Huntsville to work with Intergraph to help the "debug" of the Pentium Pro and related chipset on an Intergraph motherboard. Intel provided weekly and often daily support of Intergraph's development efforts. Intel also provided Intergraph with advance information of Intel's design and development efforts, as well as immediate information on Intel defects and corrections. From 1995 until 1997, Intergraph could contact Intel's local representative about any component production problems and the problem would be immediately addressed and resolved.

18. Intel provided Intergraph with advance technology and product information through the use of Non-disclosure Agreements. Intel supplies advance product and vital design information to customers such as Intergraph who need such advance design information to design their own products to properly accommodate and utilize Intel's CPUs.

19. An Intergraph workstation was among the first to utilize the Intel Pentium Pro microprocessor. Using the Intel CPUs, Intergraph was able to produce a workstation that successfully challenged competing RISC-based workstations, which had historically dominated the workstation market.

20. The marriage between Intergraph's products and Intel's CPUs was so harmonious that in November 1995 Intel used Intergraph workstations to introduce the Pentium Pro line of microprocessors at its new product launch. Later, Intel used Intergraph workstations in press conferences, publicity events, and trade show presentations for the Pentium Pro line. Intergraph's workstations received multiple industry awards for their performance. Intel promoted Intergraph's workstations as the price performance benchmark for competing workstation technologies. Intel provided Intergraph with references to customers and provided pre-sale and post-sale support.

21. In 1995, the relationship between Intergraph and Intel continued to grow. Intergraph became a participant in Intel's "Intel Inside" marketing program, which authorized Intergraph to use the Intel trademark on its equipment and to undertake joint marketing efforts.

22. An Intel representative met weekly with Intergraph to address Intergraph's product needs and production forecasts. Intel and Intergraph coordinated marketing efforts and press releases regarding their collaborative efforts. Intel provided a network of support people called "Architecture Managers" whose role was to assist Intergraph by traveling with Intergraph sales personnel to support Intergraph's sales efforts. Intel also provided a technical field engineer who made frequent visits to Intergraph in Huntsville to assist in development efforts, diagnosis of errors, and to coordinate direct assistance from Intel's design engineers.

23. The working relationship between Intergraph and Intel was a synergistic one that was beneficial to both parties. Intergraph was able to assemble and market its workstations using the Intel CPUs. In turn, Intel was able to market its CPUs, chips and motherboards to other workstation manufacturers based upon the knowledge gained from Intergraph. For example, Intergraph provided Intel with an ISA motherboard design incorporating Intel's Southbridge SIO chip. At the time most of the industry, including Intel, was utilizing a EISA Southbridge motherboard design. The industry and Intel have since shifted to the ISA motherboard design.

Sharing of Information Between Intergraph and Intel

24. Beginning in 1993, Intel and Intergraph provided each other with advance technology and product information. This information was shared so that both companies could validate their respective products to make sure that those products would meet the needs of the demanding, highperformance requirements of the workstation market. This sharing arrangement is defined by Intel as a "validation partnership." This partnership included a commitment by Intel to support Intergraph in its product design, development, manufacturing, and marketing efforts. Implicit in the "validation partnership" concept was a commitment by Intel to promptly provide information regarding product defects, or "bugs," to permit the other partner to make adjustments and corrections to minimize design, production and marketing delays.

25. To facilitate the sharing of information for their "validation partnership", Intergraph and Intel entered into a number of Non-disclosure Agreements providing that technology and information shared between the companies would not be disclosed to third parties, without the consent of the source of the technology or information. Intel and Intergraph entered into numerous Non-disclosure Agreements relating to Intel products and systems. Intergraph relied upon the existence of its confidential relationship with Intel and continued to expend significant time, money, and resources in the development of Intel-based products.

26. Intel also utilizes 3-way Non-disclosure Agreements with other suppliers, vendors, and partners of Intel. Intergraph has many 3-way Non-disclosure Agreements on a variety of subjects between itself, Intel and other suppliers, vendors and partners. Intergraph continued to expend significant time and money in reliance upon the existence of the 3-way Non-disclosure Agreements with such suppliers, vendors and partners, and the business relationships created thereby.

27. In July 1996, Intel made inquiry to Intergraph regarding Intergraph's Clipper patents. Again in or about September 1996, Intel made inquiry about Intergraph's Clipper patents. Subsequently, Intel began to exert pressure on Intergraph to license its Clipper patents to Intel.

Intel Excludes Intergraph from Industry Product Development Programs

28. Industry members regularly participate in Intel product development programs to ensure that Intel's designs meet the needs of the market. In turn, participating in product development programs is critical to group participants because they are provided advance information for the development of new products, and are permitted to formulate standards and specifications for the new products. Prior to Intel raising the patent issues, Intergraph participated regularly in product development programs organized by Intel.

29. In 1997, Intel proposed that Intergraph be included in several new product development programs. As a prerequisite to participation, Intel demanded that Intergraph sign documents which included broad license grants of Intergraph technology to Intel, including the technology covered by Intergraph's Clipper patents.

30. When Intergraph requested that the license grant language be dropped from the development agreements, Intel refused to allow Intergraph to participate in the programs. A similar occurrence transpired when Intel proposed to involve Intergraph in development discussions pertaining to Intel's new microprocessors. Again Intergraph objected to the language pertaining to its proprietary rights and Intel refused to remove the objectionable provisions. Intergraph informed Intel that the information pertaining to the development programs and the new CPUs were critical and necessary to Intergraph's continued workstation development efforts, and that Intergraph could not develop the product without this information. Intel's abrupt exclusion of Intergraph from product development programs, and its refusal to supply confidential information to Intergraph pertaining to the new CPUs, have severely damaged Intergraph's ability to continue development of its workstation products.

Intel's Initial Withdrawal of Support To Intergraph

31. As described above, Intel provided extensive technological and marketing support to Intergraph prior to the emergence of the patent issues. Intel's obligation to provide such support arose from its validation partnership with Intergraph, and from the standard industry practice that a seller of a computer product must provide the customer with adequate technical support. In early 1997, Intel drastically curtailed its technical and marketing support to Intergraph, and began responding with unaccustomed slowness to Intergraph's requests for information and assistance.

32. In May 1997, Intergraph submitted a computer board design schematic to Intel for review. The review was to ensure that any undocumented "bugs" within the Intel CPU or chips were avoided. Pursuant to past practice between Intel and Intergraph and industry custom and practice, Intel undertook the review with the knowledge that Intergraph would rely upon such review for the manufacture and production of Intergraph's computer boards. Intel failed to adequately review or evaluate the schematic, or to advise Intergraph of undocumented CPU and chip "bugs". As a result, the computer boards failed to pass certification, and Intergraph had to expend significant time, money and resources to redesign and re-manufacture such computer boards.

The Intel Letter of Intent

33. Intergraph expressed concern to Intel over the diminished technological and marketing support from Intel. However, a March 28, 1997 Letter of Intent from Intel to Intergraph confirmed that Intel intended to support product supply, design, quality, manufacturing, and marketing. The Letter of Intent further committed Intel to joint development of specific new products under Non-disclosure Agreements. Finally, the Letter of Intent committed Intel to support Intergraph's marketing and new product introductions.

34. In reliance upon these and other representations made by Intel, Intergraph continued after March 1997 to invest significant time, money, and resources in developing and manufacturing Intel-based products. Additionally, Intergraph introduced Intel to customers of Intergraph in the highly-competitive digital media entertainment market. The digital media market is a high profile market focused on the movie and entertainment industry in which Intergraph was making significant inroads. At the time Intel had not been successful in entering the digital media market.

Intel Demands That Intergraph Surrender Its Patent Rights

35. Throughout 1997, Intel and Intergraph continued to discuss the patent issues raised by Intel. In July 1997, Intel demanded that Intergraph enter into a cross-licensing agreement requiring Intergraph to surrender its Clipper patent rights in consideration for Intel's assurance that Intel would provide product development information to Intergraph. Intergraph refused to consent to such an agreement. When Intel learned that Intergraph would not relinquish its patent rights without compensation, it began to exert pressure on Intergraph to reconsider the cross-licensing agreement, and to retaliate against Intergraph for failing to do so.

Intel Escalates Pressure Tactics Against Intergraph

36. In May 1997, Intel marketing representatives commenced discussions with Intergraph regarding a joint marketing plan for an industry trade show in July 1997. The plan included significant marketing expenditures and advertising by Intel for Intergraph products. Specifically, Intel requested Intergraph to supply specially equipped workstations for the trade show. Intergraph agreed to furnish to Intel approximately 40 Intergraph workstations to be used at the trade show by Intel, and other vendors. Intergraph expended a significant amount of resources, time, and funds in manufacturing or upgrading the workstations to Intel's specifications for the trade show.

37. After Intel had placed orders for Intergraph's workstations, additional statements were made by Intel representatives regarding the need to resolve the outstanding patent issues between the two companies. When Intergraph attempted to deliver the workstations to Intel for the trade show, Intergraph was told that for legal reasons Intergraph equipment would not be used by Intel. Intel also removed all joint marketing materials and presentations from Intel's trade show facilities.

38. Despite Intel's actions, Intergraph proceeded to deliver the remaining workstations ordered for the other vendors at the trade show. However, when Intergraph attempted to deliver workstations ordered for one particular vendor, Intergraph was informed that, on Intel's instructions, there was not to be any Intergraph equipment in that vendor's booth. As a result, the vendor refused to accept the workstations from Intergraph. The vendor was an existing customer of Intergraph.

39. In August 1997, Intergraph was advised that internal Intel e-mail directed Intel employees to cease and desist providing any support to Intergraph. Afterwards, all pre-sale and post-sale support for Intergraph's sales efforts was stopped. Intel continued, however, to provide such support to Intergraph's competitors.

40. In August 1997, Intel also notified Intergraph that it was unilaterally terminating Non-disclosure Agreements with Intergraph, and demanded the immediate return of several years' worth of information covered by the Non-disclosure Agreements. Intel further notified Intergraph that it would not provide any additional information to Intergraph in light of the outstanding patent issues. Intel further stated that it would honor commitments for delivery of new Intel products through the fourth quarter, impliedly threatening to cut off deliveries to Intergraph after the end of 1997. Intel also began to unilaterally terminate 3-way Non-disclosure Agreements with Intergraph suppliers.

41. Subsequently, Intel agreed to suspend its notice of termination for the Non-disclosure Agreements and demand for return of confidential information. However, Intel did not reinstitute any of the terminated 3-way Non-disclosure Agreements with Intergraph's suppliers. The withholding of product information and the veiled threats to disrupt product delivery continue to severely hinder Intergraph in its efforts to develop its workstations, and to support Intergraph customers who have purchased Intel-based products.

42. Until Intel raised the Clipper patents with Intergraph, Intel and Intergraph had a mutually beneficial and warm business relationship. Intel supplied microprocessors, chips, advance product development information to Intergraph, and Intergraph provided valuable technical feedback and design information to Intel. Since Intel raised the patent issues, Intel has refused to deal with Intergraph, and refused to provide the advance product design information Intergraph needs to design and build its Intel-based products. Intel has continued to refuse to deal with Intergraph and has stated that it will continue to refuse to deal until Intergraph accedes to Intel's demand for a royalty-free cross-license of Intergraph's patents and intellectual property. This constitutes a coercive misuse of Intel's market power. This also unreasonably stifles and restrains innovation and technological advances by Intergraph and other companies who are dependent on Intel.

43. Intel is also misusing Non-disclosure Agreements and 3-way Non-disclosure Agreements to restrain competition. Intel is refusing to enter into Non-disclosure Agreements with Intergraph, and 3-way Non-disclosure Agreements with Intergraph's suppliers, unless Intergraph accedes to Intel's demand for a royalty-free, cross-license and other restrictive conditions.

44. Having "locked in" Intergraph both technologically and economically to Intel's CPUs, Intel is withholding crucial design and technical information and advance product information necessary to fully utilize such CPUs.

Intel Withholds Vital Product Information

45. Intergraph purchased from Intel numerous Intel computer chips and utilized the chips in the design and production of Intergraph workstations. Intergraph purchased the chips and used them with the expectation that Intel would adequately support the products. This expectation of adequate support was reinforced and confirmed in the March 28, 1997 Letter of Intent described above.

46. Thereafter, Intergraph informed Intel that the PIIX4 chips suffered from a defect that caused problems in the operation of Intergraph's computer boards, and asked Intel for technical information and support to correct the problem. Intergraph was informed that Intel would not respond to Intergraph's requests for information on PIIX4 problems because of the lack of appropriate Non-disclosure Agreements, and the outstanding intellectual property issues.

47. In an attempt to "debug" the problem, Intergraph ordered a testing device from a manufacturer of diagnostic and testing equipment. Intergraph had previously been provided the equipment for evaluation purposes. The test equipment had been supplied to Intergraph under a 3-way Non-disclosure Agreement executed in February, 1997.

48. When Intergraph placed a purchase order for the test equipment, Intergraph was informed that Intel would not permit the manufacturer to release the equipment to Intergraph. Further, the manufacturer was told by Intel that the February Non-disclosure Agreement was not sufficient to allow the supplier to sell the equipment to Intergraph and that an additional Non-disclosure Agreement was required. Intergraph was also advised that Intel would not agree to a new 3-way Non-disclosure Agreement due to the legal issues with Intergraph. Without the defect information from Intel, the test equipment was the only effective way for Intergraph to debug the PIIX4 chipset. Intel also refused to supply product defect "errata" information for the PIIX4 product, which was available for general sale in Alabama. Intel's refusal to disclose the information was inconsistent with Intel's PIIX4 chipset product materials which stated, "The 823721AB PIIX4 may contain design defects or errors known as errata. Current characterized errata are available on request." (emphasis added).

49. Intel is wrongfully withholding information on product defects, and prohibiting the sale of test equipment by a third party, either of which would permit Intergraph to diagnose and possibly correct such defects.

50. Intel has also ceased to supply Intergraph with information on the LX and BX chips and the Merced and Deschutes microprocessors, all of which are necessary for Intergraph's ongoing product development. The March 28 Letter Of Intent provided that such information would be provided to Intergraph under Non-disclosure Agreements.

51. Intel has willfully and intentionally misused the 3-way Non-disclosure Agreements to bar suppliers from dealing with Intergraph, including the supplier of test equipment that could help Intergraph deal with the "bugs" in Intel-supplied products. Intel advised another supplier that Intergraph "didn't get it" and that "Intel could crush them." Intel is orchestrating a concerted boycott of Intergraph by suppliers who would otherwise deal with Intergraph.

Intel Blacklists Intergraph With Digital Media Market

52. Intergraph markets and sells workstations to the digital media market. Intergraph's digital media sales are focused on the movie and entertainment industry, particularly computer animation studios. Intel expressed an interest in obtaining a market share of the digital media market in order to be associated with some major motion picture or animation projects. Prior to Intergraph's introduction of Intel to this market, Intel had no substantial presence in the digital media market.

53. In or about June 1997, Intergraph began introducing Intel to Intergraph's customers in the digital media market. Intergraph informed Intel of its existing business relationships with these companies prior to such introductions. During several customer meetings, Intel expressed an interest in supplying funding for various customer projects. This funding was to be provided by Intel to encourage the use of Intergraph workstations by Intergraph's customers in the digital media market.

54. In August 1997, Intergraph was informed by several of its digital media customers that Intel was offering to provide Intergraph's customers funding for promotional websites and other projects, conditioned upon such customers using workstations from competitors of Intergraph. Intergraph was informed by several customers that Intergraph had angered Intel and, for that reason, Intel recommended such customers buy from Intergraph's competitors.

55. In September 1997, Intel arranged for Compaq, NetPower and other competitors of Intergraph, to make sales presentations to the Intergraph customers which had been introduced to Intel by Intergraph. The same month, Intel arranged for meetings between several other Intergraph customers and competitors of Intergraph about using a competitor's workstations instead of Intergraph's. Specifically, Intel told Intergraph's customers that Intel would consider funding projects if Intergraph's customers dealt with an Intergraph competitor, but that Intel "might not" provide such funding if the customers purchased Intergraph workstations.

56. The actions by Intel constitute material changes in Intel's past practices and policies in dealing with Intergraph and are contrary to the representations and commitments made by Intel to Intergraph to induce Intergraph to design its products based on Intel microprocessors. The actions were intended to coerce Intergraph to agree to an unreasonable compulsory cross-license of Intergraph's patents and intellectual property, and to restrain Intergraph's ability to compete with its competitors who are favored by Intel.

57. Intel is misusing and leveraging its market power to exclude and prevent Intergraph from competing in its markets and to actively assist Intergraph's competitors to dominate these markets. This anticompetitive and predatory conduct has the purpose and effect of reducing or eliminating competition in the markets in which Intergraph competes, depriving customers of alternative and improved technology in these markets, stifling innovation and technological advancement in these markets, reducing competition in price and quality based on different technologies, and impairing competition generally in Intel-based microprocessor products.

COUNT ONE

FRAUD

58. Intergraph realleges and incorporates by reference the allegations contained in the preceding paragraphs as if fully set out herein.

59. Intel made representations to Intergraph in a Letter of Intent dated March 28, 1997 from Intel's Keith Johnson to Intergraph's Allen Blaxton. The Letter of Intent was prepared by Intel's representative in Huntsville, Alabama, and was received by Intergraph in Huntsville, Alabama. In the Letter of Intent, Intel represented to Intergraph that:

a. Intel would support Intergraph as a strategic customer in current and future programs.

b. Intel would continue to furnish to Intergraph product supply, design, quality, manufacturing, and marketing.

60. The representations made by Intel to Intergraph were material to the continuing relationship between Intel and Intergraph. At the time the Letter of Intent was written, Intergraph had serious concerns about Intel's commitment to maintaining previous levels of technological and marketing support. The representations and commitments made in the Letter of Intent were of critical importance to Intergraph.

61. The representations made by Intel in the Letter of Intent were false and misleading. Further, Intel made the fraudulent misrepresentations willfully to deceive Intergraph, with the intention that Intergraph act in reliance thereon.

62. Intergraph justifiably relied and acted upon the fraudulent misrepresentations, without knowledge of their falsity, by expending time and resources in further development of Intel-based products.

63. As a direct and proximate result of the foregoing misrepresentations, Intergraph has been damaged and has suffered losses in the form of additional costs expended in reliance on Intel's misrepresentations, reduced sales revenues and lost profits.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory and punitive damages, plus interest and costs, as determined by a jury.

COUNT TWO

FRAUDULENT SUPPRESSION

64. Intergraph realleges and incorporates the allegations in the preceding paragraphs as though fully set forth herein.

65. Intel occupied a position of trust, influence, and superior knowledge with respect to Intergraph. Intel's position resulted in part from the "validation partnership" between Intel and Intergraph, which historically had involved prompt and accurate disclosure of information regarding the products that were being jointly developed and marketed by Intel and Intergraph. Through its dealings with Intergraph from 1993 to 1996, Intel undertook an obligation to promptly provide information regarding product defects, or "bugs", to enable Intergraph to make adjustments and corrections so as to minimize design, production and marketing delays. Furthermore, Intel was obligated to communicate to Intergraph information necessary to aid or assist Intergraph in its use of Intel-based products.

66. In addition to the general relationship of trust and confidence between Intel and Intergraph, Intel expressly committed in the March 28, 1997 Letter of Intent to disclose relevant information regarding Intel product programs being administered jointly between Intel and Intergraph.

67. Notwithstanding Intel's duties of disclosure, Intel fraudulently suppressed from Intergraph material facts. Intel fraudulently failed to disclose:

a. that Intel experienced defects or "bugs" with respect to certain of Intel's designs, products and technology furnished to Intergraph.

b. technical information known to Intel that would have corrected the defects or "bugs" experienced by Intergraph in products purchased from Intel.

c. technical information known to Intel that was necessary for Intergraph to properly utilize and develop the products purchased from Intel.

68. Intel's fraudulent suppression of material facts was committed intentionally and willfully.

69. Because of Intel's fraudulent suppression of material facts, Intergraph was induced to act to its detriment, without knowledge of the material facts.

70. As a direct and proximate result of the foregoing fraudulent suppressions, Intergraph has been damaged and has suffered losses. Specifically, Intergraph has suffered damages in the form of additional costs expended because of Intel's fraudulent suppressions. reduced sales revenues, and lost profits.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory and punitive damages, plus interest and costs, as determined by a jury.

COUNT THREE

NEGLIGENT FAILURE TO WARN

71. Intergraph realleges and incorporates the allegations in the preceding paragraphs as if fully set forth herein.

72. Intergraph purchased from Intel numerous units of Intel's computer chips and utilized the chips in the design and production of Intergraph workstations. Intel knew or reasonably anticipated that its chips contained design defects, and that further technical support and information from Intel would be necessary for Intergraph to use Intel's chips productively.

73. Intergraph purchased Intel's chips and used them with the expectation that Intel would adequately support its products. This expectation of adequate support was reinforced and confirmed in the sales materials quoted above and in the March 28, 1997 Letter of Intent described above.

74. The chips purchased from Intel suffered from defects that caused problems in the operation of Intergraph's computer boards. Intel knew or should have known of the defects in its chips, yet negligently failed or refused to warn Intergraph about the defects or advise Intergraph how to correct the defects.

75. Intel owed to Intergraph a duty of reasonable care to warn Intergraph about defects in the chips supplied to Intergraph.

76. Intel negligently breached its duty of reasonable care by failing to warn Intergraph about defects or otherwise advise Intergraph how to correct the defects.

77. Intel's negligence proximately caused damages and injury to Intergraph, in the form of additional costs, reduced sales revenues, and lost profits.

WHEREFORE, plaintiff requests judgment against Intel for compensatory damages, plus interests and costs, as determined by a jury.

COUNT FOUR

WANTONNESS AND/OR WILLFULNESS

78. Intergraph realleges and incorporates the allegations in the preceding paragraphs as if fully set forth herein.

79. Intergraph purchased PIIX4 chips from Intel. The products were sold with the following representation: "The 823721AB PIIX4 may contain design defects or errors known as errata. Current characterized errata are available on request." As demonstrated by Intel's representation about the PIIX4 chips, Intel knew or reasonably anticipated that the PIIX4 chips contained design defects, and that further technical support and information from Intel would be necessary for Intergraph to use the PIIX4 chips productively. Subsequently, Intergraph experienced defects in the PIIX4 chips purchased from Intel.

80. When Intergraph asked Intel for technical information and support to correct the problem, Intergraph was informed that Intel would not provide information necessary to correct the problems because of the outstanding intellectual property issues between Intel and Intergraph.

81. Intel's acts in refusing to provide Intergraph with information necessary to cure defects in Intel's own products were willful and/or wanton. Intel knew or should have known of the damage and injury that would be caused by its actions.

82. Intel's wanton and/or willful misconduct proximately caused damage to Intergraph in the form of reduced sales revenues, lost profits, and additional costs incurred because of Intel's wanton and/or willful acts.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory and punitive damages, plus interest and costs, as determined by a jury.

COUNT FIVE

WANTONNESS AND/OR WILLFULNESS

83. Intergraph realleges and incorporates the allegations in the preceding paragraphs as if fully set forth herein.

84. In 1997, Intergraph experienced defects in PIIX4 chips purchased from Intel. When Intergraph asked Intel for technical information and support to correct the problem, Intergraph was informed that Intel would not provide support because of outstanding intellectual property issues with Intergraph.

85. In an attempt to "debug" the chip problem, Intergraph then ordered from the manufacturer a highly-specialized type of testing device which would have solved the problem. The manufacturer had previously provided the same equipment to Intergraph for evaluation purposes under a February 1997 3-way Non-disclosure Agreement. When Intergraph placed a purchase order for the test equipment, Intergraph was informed that Intel would not permit the manufacturer to sell the equipment to Intergraph. Further, the manufacturer was told by Intel that the February 1997 3way Non-disclosure Agreement was not sufficient to allow it to sell the equipment to Intergraph, and that Intel would not execute any additional Non-disclosure Agreement to permit such a sale. Ultimately, the manufacturer refused to sell the testing equipment to Intergraph as a result of Intel's actions.

86. Intel acted willfully and/or wantonly in preventing Intergraph from purchasing from a third party testing equipment necessary to diagnose defects in Intel's own products. Intel knew or should have known of the damage and injury that would be caused by its actions.

87. Intel's wanton and/or willful misconduct proximately caused damage to Intergraph in the form of additional costs incurred because of Intel's wanton and/or willful acts, reduced sales revenues, and lost profits.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory and punitive damages, plus interest and costs, as determined by a jury.

COUNT SIX

BREACH OF CONTRACT

88. Intergraph realleges and incorporates the allegations contained in the preceding paragraphs as if fully set forth herein.

89. As part of the ongoing contractual relationship established by their course of conduct over several years, Intel and Intergraph agreed to promptly provide each other with information regarding product defects, or "bugs," so that each company could make adjustments or corrections to minimize design, production and marketing delays. This obligation required Intel to communicate information necessary to aid or assist Intergraph in its use of Intel products. This obligation was confirmed by Intel's March 28, 1997 Letter of Intent, which specifically addressed continuing cooperation between Intel and Intergraph as to support for product design, quality, and manufacturing.

90. Beginning in January 1997, Intergraph purchased from Intel numerous Intel computer chips. Based on the ongoing contractual relationship between the two companies, Intergraph purchased and used Intel's chips with the expectation that Intel would adequately support the chips.

91. Thereafter, Intergraph informed Intel that several chips suffered from defects that caused problems in the operation of Intergraph's computer boards, and requested assistance. Intel refused to supply any information on the chips. In addition, Intel wrongfully withheld critical information and assistance on defects in Intel's chips. Intel's refusal to provide such information or assistance constitutes a breach of contract by Intel.

92. As a consequence of Intel's breach of contract, Intergraph suffered injury, including but not limited to, costs associated with the detection and attempted correction of the defects, reduced sales revenues, and lost profits.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory damages, plus interest and costs, as determined by a jury.

COUNT SEVEN

INTENTIONAL INTERFERENCE WITH BUSINESS RELATIONS

93. Intergraph realleges and incorporates the allegations in the preceding paragraphs as if fully set forth herein.

94. Intergraph had a business relationship with the manufacturer of a highly-specialized type of testing device necessary to perform diagnostic analysis of microprocessors. Intel had prior knowledge of the business relationship between Intergraph and the manufacturer of the testing device.

95. In 1997, Intergraph experienced defects in PIIX4 chips purchased from Intel. When Intergraph asked Intel for technical information and support to correct the problem, Intergraph was informed that Intel would not provide support because of ongoing intellectual property issues. In an attempt to "debug" the problem, Intergraph ordered from the manufacturer a testing device. The manufacturer had previously provided the same equipment to Intergraph for evaluation purposes under a February 1997 3-way Non-disclosure Agreement. When Intergraph placed a purchase order for the test equipment, Intergraph was informed that Intel would not permit the supplier to release the equipment to Intergraph. Further, the supplier was told by Intel that the February 1997 3way Non-disclosure Agreement was not sufficient to allow it to sell the equipment to Intergraph, and that Intel would not execute an additional Non-disclosure Agreement to permit such a sale. Ultimately, the manufacturer refused to sell the testing equipment to Intergraph as a result of Intel's actions.

96. Intel's conduct described above was malicious. Intel had no justification for its malicious interference with the business relationships of Intergraph.

97. As a result of such intentional and tortious interference with Intergraph's business relations, Intergraph has sustained and will continue to sustain injury and damages in the form of increased costs, reduced revenue, and lost profits.

WHEREFORE, Intergraph requests an award of compensatory and punitive damages, plus interest and costs associated with this action, in an amount to be determined by a jury.

COUNT EIGHT

NEGLIGENCE

98. Intergraph realleges and incorporates the allegations in the preceding paragraphs as though fully set forth herein.

99. As described above, Intel provided extensive technological and marketing support to Intergraph prior to the emergence of the patent issues. Intel's obligation to provide such support arose from its validation partnership with Intergraph, and from the standard industry practice that a seller of a computer product must provide the customer with adequate technical support.

100. In or about May 1997, Intergraph submitted a computer board design schematic to Intel for review to ensure that any undocumented bugs within Intel's chips were avoided. Pursuant to past practice between Intel and Intergraph and consistent with industry custom and practice, Intel undertook the schematic review with the knowledge that Intergraph would rely upon such review for the manufacture and production of Intergraph's computer boards.

101. Intel owed to Intergraph a duty of reasonable care in the supply of technical support services provided to Intergraph. Specifically, Intel owed a duty of reasonable care in carrying out its review of Intergraph's design schematic for a computer board using chips supplied by Intel.

102. Intel negligently breached its duty by failing to adequately review or evaluate the schematic and to advise Intergraph of undocumented bugs within Intel's chips.

103. Intel's negligence proximately caused damages and injury to Intergraph, in that Intel's failure to detect or identify the undocumented bugs within its chips caused the computer board to fail to pass certification. As a result, Intergraph had to expend significant time, money and resources to redesign and re-manufacture such computer board.

WHEREFORE, plaintiff requests judgment against Intel for compensatory damages, plus interests and costs, as determined by a jury.

COUNT NINE

BREACH OF CONTRACT

104. Intergraph realleges and incorporates the allegations contained in the preceding paragraphs as if fully set forth herein.

105. As part of the ongoing contractual relationship established by their course of conduct over several years, Intel and Intergraph agreed to provide each other with extensive technological support. Periodically, this obligation required Intel to review design schematics for new or existing products to insure there were no undocumented bugs in Intel's chips which would affect the operation in Intergraph's products.

106. In May 1997, Intergraph submitted a computer board design schematic to Intel for review. Intel failed to adequately review Intergraph's design schematic as required by the long-standing contractual relationship between Intergraph and Intel.

107. Intel's failure to adequately review Intergraph's design schematic constitutes a breach of contract by Intel.

108. As a consequence of Intel's breach of contract, Intergraph suffered injury, including but not limited to, costs associated with the detection and attempted correction of the problems with the schematic, reduced sales revenues, and lost profits.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory damages, plus interest and costs, as determined by a jury.

COUNT TEN

BREACH OF CONTRACT

109. Intergraph realleges and incorporates the allegations contained in the preceding paragraphs as if fully set forth herein.

110. Intel and Intergraph have been engaged in a mutually beneficial business relationship. Both companies provided each other with advance technology and product information to insure that both companies' products would mesh with and support the products of the other. This sharing arrangement is defined by Intel as a "validation partnership." As part of the "validation partnership", Intel and Intergraph agreed to support each other in product design, development, manufacturing, and marketing efforts. Intel and Intergraph also agreed to promptly provide information regarding product defects, or "bugs", in their own products so that the other company could then make adjustments or corrections so as to minimize design, production and marketing delays caused by such defects or "bugs".

111. To facilitate the sharing of information pursuant to the well-established course of conduct between the two companies and the "validation partnership", Intergraph and Intel entered into several Non-disclosure Agreements. These agreements provided that technology and information shared between the companies would not be disclosed to third parties without the consent of the source of the technology or information.

112. In a Letter of Intent dated March 28, 1997, Intel again confirmed the ongoing contractual relationship between itself and Intergraph. Intel's Letter of Intent specifically addressed continuing cooperation between Intel and Intergraph as to support for product supply, design, quality, manufacturing, and marketing, including support for new product introduction events. In addition, the letter noted Intel's continuing commitment to joint development with Intergraph of specific new products under Non-disclosure Agreements.

113. Some of the obligations imposed on both companies by their course of dealings, were confirmed in the Letter of Intent. First, both companies agreed to support each other's product supply, design, quality, manufacturing, and marketing efforts. This mutual obligation included a specific obligation on the part of Intel to promptly provide information regarding product defects, or "bugs," to Intergraph. Furthermore, Intel agreed to communicate to Intergraph information necessary to aid or assist Intergraph in its use of Intel-based products. Second, both companies committed to joint development of specific new products under Non-disclosure Agreements. Third, both companies committed to support joint marketing efforts and new product introduction events. Fourth, Intel agreed to give Intergraph additional price reductions on all microprocessor products placed directly with Intel. Fifth, Intergraph provided Intel with workstation designs and technology, such as dual processor motherboards and ISA motherboard designs incorporating Intel's Southbridge SIO chip (at a time most of the industry, including Intel, was utilizing a different motherboard design).

114. Intel breached the terms and provisions of the contract as established by the foregoing course of conduct between Intel and Intergraph as follows:

a. Intel withheld essential technical, marketing and product development support from Intergraph.

b. In May 1997, Intel failed to provide adequate technical support for Intergraph's efforts to manufacture computer boards. Despite a request from Intergraph, Intel failed to adequately evaluate the computer board design schematic used for the production of computer boards or to identify and advise Intergraph of undocumented bugs in Intel's chips.

c. In or around August 1997, Intel ceased all pre-sale and post-sale support for Intergraph's sales, although it continued to provide such support to Intergraph's competitors.

d. Beginning in August 1997, Intel threatened Intergraph with termination of its Non-disclosure Agreements with Intergraph.

e. Intel informed Intergraph that it would not furnish any additional information to Intergraph in light of the patent issues.

f. Intel unilaterally terminated 3-way Non-disclosure Agreements with Intergraph suppliers and customers.

g. Intel continues to refuse to enter Non-disclosure Agreements with Intergraph or 3-way Non-disclosure Agreements with Intergraph suppliers and customers unless Intergraph relinquishes its Clipper patent rights without any compensation.

h. In August 1997, Intel offered Intergraph customers funding for promotional projects if such customers would use workstations provided by Intergraph's competitors rather than workstations sold by Intergraph.

115. Intel's breach of the terms of its contracts with Intergraph proximately caused damage to Intergraph. Intergraph has been hindered or prevented from pursuing development of new products. Intergraph has sustained and will continue to sustain injury and damages as a result of Intel's failure to support joint development of new products under Non-disclosure Agreements as required by the contracts between Intel and Intergraph.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory damages, plus interest and costs, as determined by a jury.

COUNT ELEVEN

BREACH OF CONTRACT

116. Intergraph realleges and incorporates the allegations contained in the preceding paragraphs as if fully set forth herein.

117. As part of the ongoing contractual relationship established by their course of conduct over several years, Intel and Intergraph agreed to support each other in marketing efforts and product introduction events. Intel and Intergraph routinely engaged in joint development efforts to promote new products.

118. In May 1997, Intel requested that Intergraph supply specially equipped work stations for an industry trade show to be held in July 1997. In an effort to induce Intergraph to provide the workstations, Intel offered to provide significant marketing expenditures and advertising for Intergraph products. Intergraph agreed to furnish Intel approximately 40 Intergraph workstations to be used at the trade show by Intel and other vendors. In reliance on Intel's promises to provide the above-mentioned marketing and advertising, Intergraph expended significant time, money and resources in manufacturing or upgrading the workstations to Intel's specifications.

119. When Intergraph attempted to deliver the workstations for the trade show, Intel refused to accept them. Intel also removed all Intergraph-related marketing materials and presentations from Intel's trade show facilities. Intel told Intergraph that the equipment would not be accepted by Intel for legal reasons.

120. Intel's refusal to accept the workstations that it ordered for the trade show constitutes a breach of contract by Intel.

121. As a consequence of Intel's breach of contract, Intergraph suffered injury, included but not limited to, costs associated with the development, manufacture, and delivery of the workstations and lost marketing and advertising exposure at the trade show.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory damages, plus interest and costs, as determined by a jury.

COUNT TWELVE

INTENTIONAL INTERFERENCE WITH BUSINESS RELATIONS

122. Intergraph realleges and incorporates the allegations in the preceding paragraphs as if fully set forth herein.

123. Before July 1997, Intergraph enjoyed a productive business relationship with a computer vendor that previously had purchased workstations from Intergraph. Intel had prior knowledge of the business relationship between Intergraph and its customer.

124. Intel engaged in an intentional scheme to interfere with the business relationship existing between Intergraph and its customer. In May 1997, Intel asked Intergraph to supply specially equipped Intergraph workstations to be used by Intel and others, including Intergraph's customer, at an industry trade show in July 1997. When Intergraph attempted to deliver the workstations at the trade show, Intergraph was told that Intel would not use Intergraph equipment. Moreover, when Intergraph attempted to deliver workstations ordered for its customer, Intergraph was informed by their customer that Intel had instructed them not to accept any Intergraph equipment for their booth. As a result, Intergraph's customer refused to accept the workstations from Intergraph.

125. Intel's conduct described above was malicious. Intel had no justification for its malicious interference with the business relationship of Intergraph with its customer.

126. As a result of such intentional and tortious interference with Intergraph's business relations, Intergraph has sustained and will continue to sustain injury and damages.

WHEREFORE, Intergraph requests an award of compensatory and punitive damages, plus interest and costs associated with this action, in an amount to be determined by a jury.

COUNT THIRTEEN

FRAUD

127. Intergraph realleges and incorporates by reference the allegations contained in the preceding paragraphs as if fully set out herein.

128. In or about May 1997, Intel representatives had discussions with Intergraph representatives about the entertainment industry's digital media market. Intel stated its desire to establish a presence in the entertainment industry utilizing Intergraph's established customer relationships with members of the digital media market. Intel proposed to achieve its goal by assisting Intergraph in marketing Intergraph's products to its digital media market customers. Specifically, Intel employees including, among others, Sriram Viswanathan (phonetic) represented to Intergraph employees Jeff Edson and Mike Nicolaou that:

a. Intel wanted to assist Intergraph in further developing Intergraph's existing business in the digital media market.

b. Intel would provide financial assistance to Intergraph's customers to assist efforts to further develop Intergraph's business within the digital media market.

129. The representations made by Intel to Intergraph were material to the continuing relationship between Intel and Intergraph, and to Intergraph's decision to disclose to Intel the identities of Intergraph's digital media customers.

130. The representations made by Intel were false and misleading. Further, Intel made the fraudulent misrepresentations willfully to deceive Intergraph, with the intention that Intergraph act in reliance thereon.

131. Intergraph justifiably relied and acted upon the fraudulent misrepresentations, without knowledge of their falsity, by introducing Intel to Intergraph's customers in the digital media market in mid-1997.

132. As a direct and proximate result of the foregoing misrepresentations, Intergraph has been damaged and has suffered losses in the form of reduced sales revenues, lost profits, and additional costs expended in reliance on Intel's misrepresentations.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory and punitive damages, plus interest and costs, as determined by a jury.

COUNT FOURTEEN

FRAUDULENT SUPPRESSION

133. Intergraph realleges and incorporates the allegations in the preceding paragraphs as though fully set forth herein.

134. Intel furthered the relationship of trust and confidence with Intergraph by undertaking to assist Intergraph in marketing Intergraph's products to the digital media market. Intel stated its desire to establish a presence in the entertainment industry utilizing Intergraph's established customer relationships with members of the digital media market. Intel proposed to achieve its goal by assisting Intergraph in marketing Intergraph's products to its digital media market customers. Specifically, Intel representatives represented to Intergraph representatives that Intel wanted to assist Intergraph in further developing Intergraph's business in the digital media market.

135. Notwithstanding Intel's duties of disclosure, Intel fraudulently suppressed from Intergraph material facts. Intel fraudulently failed to disclose that:

a. Intel had no intention of assisting Intergraph in developing Intergraph's business in the digital media market.

b. Intel had no intention of providing financial assistance to Intergraph or to Intergraph's customers for the purpose of assisting Intergraph's efforts to develop business within the digital media market.

c. Intel intended to misappropriate Intergraph's confidential and proprietary customer contacts within the digital media market and to use that information for the purpose of damaging Intergraph's relationships with its customers.

d. Intel intended to offer inducements to Intergraph's customers for the purpose of inducing them not to do business with Intergraph.

e. Intergraph intended to use the confidential information from Intergraph for the purpose of pressuring Intergraph to relinquish its valuable patent rights, or to retaliate against Intergraph for refusing to do so.

136. Intel's fraudulent suppression of material facts was committed intentionally and willfully.

137. Because of Intel's fraudulent suppression of material facts, Intergraph was induced to act to its detriment, without knowledge of the material facts.

138. As a direct and proximate result of the foregoing fraudulent suppressions, Intergraph has been damaged and has suffered losses. Specifically, Intergraph has suffered reduced sales revenues, lost profits, and additional costs expended because of Intel's fraudulent suppressions.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory and punitive damages, plus interest and costs, as determined by a jury.

COUNT FIFTEEN

INTENTIONAL INTERFERENCE WITH BUSINESS RELATIONS

139. Intergraph realleges and incorporates the allegations in the preceding paragraphs as if fully set forth herein.

140. Intergraph had a business relationship with certain members of the movie and entertainment industry, particularly computer animation studios. These customers are known generally as the digital media market.

141. Intel had prior knowledge of the business relationships between Intergraph and its digital media customers. In fact, Intergraph introduced Intel to its digital media customers after Intel stated that it wanted to establish a presence in the entertainment industry, and would assist Intergraph in selling Intel-based products to that market.

142. Intel engaged in an intentional scheme to interfere with the business relationships existing between Intergraph and its digital media customers. Intel interfered with Intergraph's ongoing business relationships in an effort to force Intergraph to grant licenses under Intergraph's patents, or to retaliate against Intergraph for failure to do so.

143. Intel interfered in Intergraph's business relations as follows:

a. Intel offered to provide Intergraph's customers promotional funding if those customers would use workstations from competitors of Intergraph.

b. Intel stated to Intergraph's customers that Intergraph had angered Intel and, for that reason, Intel recommended such customers buy from Intergraph's competitors.

c. Intel arranged for Compaq, NetPower, and other competitors of Intergraph to make sales presentations to the Intergraph customers which had been introduced to Intel by Intergraph. Intel also arranged for meetings between Intergraph customers and competitors of Intergraph and encouraged those customers to use a competitor's workstations instead of Intergraph's.

d. Intel told Intergraph's customers that Intel would consider funding projects for them if they dealt with an Intergraph competitor, but that Intel might not provide such funding if the customers purchased Intergraph workstations.

144. Intel had no justification for its malicious interference with the business relationships of Intergraph.

145. As a result of such intentional and tortious interference with Intergraph's business relations, Intergraph has sustained and will continue to sustain injury and damages, some of which are irreparable.

WHEREFORE, Intergraph requests an award of compensatory and punitive damages, plus interest and costs associated with this action, in an amount to be determined by a jury.

COUNT SIXTEEN

BREACH OF EXPRESS WARRANTY

146. Intergraph realleges and incorporates the allegations contained in the preceding paragraphs as though fully set forth herein.

147. In 1997, Intergraph purchased various components and parts from Intel, including but not limited to PIIX4, BX, and LX computer chips, motherboards and Pentium line microprocessors (cumulatively "components").

148. Intergraph purchased the components for the purpose of designing and incorporating the same into Intergraph's own products, which Intergraph would then offer for sale. Intel knew at the time it sold components to Intergraph that Intergraph was intending to incorporate such components into Intergraph's own products for further resale.

149. Intel expressly warranted the components which it sold to Intergraph. Intel warranted that components purchased from Intel would conform to specifications, drawings, samples or other descriptions supplied to, or adopted by, Intergraph. Further, Intel warranted that the components would be fit and sufficient for the purpose intended, merchantable, of good material and workmanship, and free from defect. Intel further warranted that Intel would not make any change in design, substitution of materials, or deviation from the specifications for the components sold to Intergraph.

150. In fact, the components sold to Intergraph (i) had numerous defects in either design, workmanship or materials, (ii) failed to meet the specifications for such component, or (iii) deviated from the design or specifications of such components as accepted by Intergraph; such that the components would not function properly when used by Intergraph in the manner intended.

151. Additionally, Intel unilaterally changed the design and specifications of the components sold to Intergraph, without informing Intergraph of such, or obtaining Intergraph's consent to such prior changes.

152. Intel also failed, or refused, to supply Intergraph with the technical assistance necessary to correct the component defects, or to work around Intel's design or specification changes.

153. Intel also failed to supply Intergraph with information necessary to correct the component defects, or replace the defective, or otherwise non-conforming, components.

154. Based upon the foregoing acts Intel breached its express warranty to Intergraph, for the components sold to Intergraph.

155. As a result of Intel's breach, Intergraph has sustained and will continue to sustain injury and damages, including but not limited to, significant costs associated with the correction of the component defects, lost revenues, and present and future lost profits.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory damages, plus interest and costs, as determined by a jury.

COUNT SEVENTEEN

BREACH OF IMPLIED WARRANTY FOR A PARTICULAR PURPOSE

156. Intergraph realleges and incorporates the allegations contained in the preceding as though fully set forth herein.

157. In 1997, Intergraph purchased various components and parts from Intel, including but not limited to PIIX4, BX, and LX computer chips, motherboards and Pentium line microprocessors (cumulatively "components").

158. Intergraph purchased the components for the purpose of designing and incorporating the same into Intergraph's own products, which Intergraph would then offer for sale. Intel knew at the time it sold components to Intergraph that Intergraph was intending to incorporate such components into Intergraph's own products for further resale.

159. Intergraph sought and obtained technical advice from Intel regarding Intergraph's intended use of the components to be purchased from Intel. Intergraph relied upon Intel's technical skills, experience, advice, support and information, in its decision to purchase the components for inclusion in Intergraph's own computer products.

160. Intel warranted that components purchased from Intel would conform to specifications, drawings, samples or other descriptions supplied to, or adopted by, Intergraph. Further, Intel specifically warranted that the components would be fit and sufficient for the purpose intended. Intel also warranted that the components would be merchantable, of good material and workmanship, and free from defect. Intel further warranted that it would not make any change in design, substitution of materials, or deviation from specifications for the components sold to Intergraph.

161. The components sold to Intergraph (i) had numerous defects in either design, workmanship or materials, (ii) failed to meet the component specifications, or (iii) deviated from the design or specifications for such components as accepted by Intergraph; such that the components would not function properly when used by Intergraph in the manner intended.

162. Intel then failed, or refused, to supply Intergraph with the technical assistance necessary to correct the component defects, or to work around Intel's design or specification changes to the components.

163. Based upon the foregoing acts Intel breached the implied warranty of fitness for a particular purpose for the components sold to Intergraph.

164. As a result of Intel's breach, Intergraph has sustained and will continue to sustain injury and damages, including but not limited to, significant costs associated with the correction of the product defects, lost revenues, and present and future lost profits.

WHEREFORE, Intergraph requests a judgment against Intel for compensatory damages, plus interest and costs, as determined by a jury.

COUNT EIGHTEEN

VIOLATION OF THE ALABAMA TRADE SECRETS ACT

165. Intergraph realleges and incorporates the allegations in the preceding paragraphs as though fully set forth herein.

166. Intel made commitments to Intergraph that Intel would supply Intergraph with CPUs on fair and reasonable terms, and would provide Intergraph with essential technical information, assistance and advice necessary to utilize newer and more advanced CPUs to be developed by Intel. Intergraph worked closely with Intel to design, develop, manufacture and sell Intel-based workstations. Intergraph expended significant resources in the development, design, manufacture and sale of such Intel-based workstations. As a result of the assurances of Intel, and the transition to Intel-based workstations, Intergraph is now technologically and economically "locked in" to the use of Intel's CPUs.

167. Intergraph's customer lists and business contacts in the digital media market constitute trade secrets under Ala. Code § 8-27-2.

168. Intel became aware of Intergraph's customer lists and business contacts in the digital media market as part of a cooperative effort by which Intel was to assist Intergraph. Subsequently, Intel maliciously and without authorization utilized the confidential information learned from Intergraph for the purpose of assisting Intergraph's competitors to cause harm to Intergraph.

169. Intel disclosed or used Intergraph's customer lists and contacts, of which Intel was otherwise unaware, to solicit business for itself and Intergraph's competitors and to discourage ongoing and future business relations between Intergraph and its existing customers in the digital media market.

170. Intel's misappropriation and wrongful use of Intergraph's trade secrets were willful and malicious.

WHEREFORE, Intergraph requests permanent injunctive and equitable relief from this Court to remedy Intel's misappropriation of trade secrets. Additionally, Intergraph requests a judgment against Intel for any profits and benefits conferred on Intel by its misappropriation, actual damages suffered by Intergraph as a result of the misappropriation, exemplary damages, and attorneys' fees.

COUNT NINETEEN

PATENT INFRINGEMENT

171. Intergraph realleges and incorporates the allegations in the preceding paragraphs as though fully set forth herein.

172. On February 6, 1990, United States Patent No. 4,899,275 ("'275") entitled "Cache-MMU System" was duly and legally issued to Intergraph Corporation. A copy of the '275 patent is attached as Exhibit A to the Complaint.

173. Intel has and continues to infringe the '275 patent within this judicial district and elsewhere in the United States by making, using, selling or offering to sell microprocessors, motherboards and computer-related products that embody the inventions described and claimed in the '275 patent.

174. Intel's infringement of the patent has been willful, deliberate and in conscious disregard of Intergraph's rights, making this an exceptional case within the meaning of 35 U.S.C. § 285.

175. Intel will continue to infringe the '275 patent unless enjoined by this court.

WHEREFORE, Intergraph prays for judgment as follows:

1. Intel be adjudged to have infringed United States Patent No. 4,899,275.

2. A permanent injunction be issued enjoining Intel, its officers, agents, employees from further infringement of United States Patent No. 4,899,275.

3. An accounting be had for the profits and other damages arising out of Intel's infringement of United States Patent No. 4,899,275, and that the damages be trebled and awarded to Intergraph, together with prejudgment and post-judgment interest.

4. This case be decreed an "exceptional case" within the meaning of 35 U.S.C. § 285 and reasonable attorney fees be awarded to Intergraph.

5. Intergraph be awarded such other costs and further relief as the Court deems just and proper.

COUNT TWENTY

PATENT INFRINGEMENT

176. Intergraph realleges and incorporates the allegations in the preceding paragraphs as though fully set forth herein.

177. On February 25, 1992, U.S. Patent No. 5,091,846 ("'846") entitled "Cache Providing Caching/Non-Caching Write-Through and Copyback Modes For Virtual Addresses And Including Bus Snooping To Maintain Coherency" was duly and legally issued to Intergraph Corporation. A copy of the '846 patent is attached as Exhibit B to this Complaint.

178. Intel has and continues to infringe the '846 patent within this judicial district and elsewhere in the United States by making, using, selling or offering to sell microprocessors, motherboards and computer-related products that embody the inventions described and protected in the '846 patent.

179. Intel's infringement of the patent has been willful, deliberate and in conscious disregard of Plaintiff's rights, making this an exceptional case within the meaning of 35 U.S.C. § 285.

180. Intel will continue to infringe the '846 patent unless enjoined by this Court.

WHEREFORE, Intergraph prays for judgment as follows:

1. Intel be adjudged to have infringed United States Patent No. 5,091,846.

2. A permanent injunction be issued enjoining Intel, its officers, agents, employees from further infringement of United States Patent No. 5,091,846.

3. An accounting be had for the profits and other damages arising out of Intel's infringement of United States Patent No. 5,091,846, and that the damages be trebled and awarded to Intergraph, together with prejudgment and post-judgment interest.

4. This case be decreed an "exceptional case" within the meaning of 35 U.S.C. § 285 and reasonable attorney fees be awarded to Intergraph.

5. Intergraph be awarded such other costs and further relief as the Court deems just and proper.

COUNT TWENTY-ONE

PATENT INFRINGEMENT

181. Intergraph realleges and incorporates the allegations in the preceding paragraphs as though fully set forth herein.

182. On June 12, 1990, U.S. Patent No. 4,933,835 ("'835) entitled "Apparatus For Maintaining Consistency Of A Cache Memory With A Primary Memory" was duly and legally issued to Intergraph Corporation. A copy of the '835 patent is attached as Exhibit C to this Complaint.

183. Intel has and continues to infringe the '835 patent within this judicial district and elsewhere in the United States by making, using, selling or offering to sell microprocessors, motherboards and computer-related products that embody the inventions described and claimed in the '835 patent.

184. Intel's infringement of the patent has been willful, deliberate and in conscious disregard of Plaintiff's rights, making this an exceptional case within the meaning of 35 U.S.C. § 285.

185. Intel will continue to infringe the '835 patent unless enjoined by this Court.

WHEREFORE, Intergraph prays for judgment as follows:

1. Intel be adjudged to have infringed United States Patent No. 4,933,835.

2. A permanent injunction be issued enjoining Intel, its officers, agents, employees from further infringement of United States Patent No. 4,933,835.

3. An accounting be had for the profits and other damages arising out of Intel's infringement of United States Patent No. 4,933,835, and that the damages be trebled and awarded to Intergraph, together with prejudgment and post-judgment interest.

4. This case be decreed an "exceptional case" within the meaning of 35 U.S.C. § 285 and reasonable attorney fees be awarded to Intergraph.

5. Intergraph be awarded such other costs and further relief as the Court deems just and proper.

COUNT TWENTY-TWO

INJUNCTIVE RELIEF

186. Intergraph realleges and incorporates the allegations in the preceding paragraphs as though fully set forth herein.

187. As a consequence of Intel's actions set forth above and the corresponding injuries to Intergraph, Intergraph requests injunctive relief against Intel. Intergraph has no adequate remedy at law; the threatened injury to Intergraph is real and imment; and no equitable defenses exist.

188. Intergraph will suffer irreparable injury if the requested injunctive relief is not granted; the injury to Intergraph outweighs the threatened harm the requested injunctive relief may cause Intel; and the grant of permanent injunctive relief will not disserve the public interest.

WHEREFORE, Intergraph prays for relief as follows:

1. Intel and those persons or entities affiliated or associated with Intel be permanently enjoined from interfering with persons or entities with whom Intergraph has a contractual or business relationship; and

2. Intel and those persons or entities affiliated or associated with Intel be permanently enjoined from inducing, soliciting or endeavoring to entice Intergraph's customers and prospective customers from disrupting or discontinuing ongoing and future business dealings with Intergraph; and

3. Intel be permanently enjoined from withholding design and technical information, advance product information, technical assistance and advice necessary for Intergraph's on-going design, development and manufacture of its Intel-based products; and

4. Intel be permanently enjoined from withholding design and technical information and advance product information necessary to support Intergraph's customers who have purchased Intel-based products; and

5. Intel be permanently enjoined from withdrawing or curtailing its commitment to support Intergraph in its advertising and pre-sale and post-sale marketing efforts; and

6. Intel be permanently enjoined from withdrawing or curtailing its commitment to supply Intergraph with CPU's and other Intel products on fair and reasonable terms because Intergraph is technologically and economically "locked in" to the use of Intel products; and

7. Intel be permanently enjoined from withholding information from Intergraph on product defects or "bugs" in Intel's products; and

8. Intel be permanently enjoined from preventing or restricting the sale of products by third parties to Intergraph; and

9. Intel be permanently enjoined from excluding Intergraph from product development groups.

Intergraph requests such further and additional equitable relief as the Court deems just and proper.

COUNT TWENTY-THREE

VIOLATION OF FEDERAL ANTITRUST LAWS
(15 U.S.C. §§ 1 AND 2)

189. Intergraph realleges and incorporates the allegations in the preceding paragraphs as if fully set forth herein.

190. As alleged in paragraph 5, Intel controls and sells approximately 85% of the worldwide market for programmable, general purpose microprocessors or "CPUs" giving Intel substantial market power and creating significant technological, financial and other barriers to entry to the microprocessor market.

191. As alleged in paragraph 13, Intergraph is now technologically and economically "locked in" to the use of Intel's CPUs and, because there are no high-performance alternatives, Intergraph cannot economically or feasibly switch to other CPUs.

192. As alleged in paragraph 39, in August 1997, Intel stopped all pre-sale and post-sale support for Intergraph's sales efforts. Intel continued, however, to provide such support to Intergraph's competitors.

193. As alleged in paragraph 42, Intel has refused to deal with Intergraph, and refused to provide the advance product design information Intergraph needs to design and build its Intel-based products. This constitutes a coercive misuse of Intel's market power. This also unreasonably stifles and restrains innovation and technological advances by Intergraph and other companies who are dependent on Intel.

194. As alleged in paragraph 43, Intel is also misusing Non-disclosure Agreements and 3-way Non-disclosure Agreements to restrain competition. Intel is refusing to enter into Non-disclosure Agreements with Intergraph, and 3-way Non-disclosure Agreements with Intergraph's suppliers, unless Intergraph accedes to Intel's demand for a royalty-free, cross-license and other restrictive conditions.

195. As alleged in paragraph 44, having "locked in" Intergraph both technologically and economically to Intel's CPUs, Intel is withholding crucial design and technical information and advance product information necessary to fully utilize such CPUs.

196. As alleged in paragraph 51, Intel is orchestrating a concerted boycott of Intergraph by suppliers who would otherwise deal with Intergraph.

197. As alleged in paragraph 54, in August 1997, Intergraph was informed by several of its digital media customers that Intel was offering to provide Intergraph's customers funding for promotional websites and other projects, conditioned upon such customers using workstations from competitors of Intergraph. Intergraph was informed by several customers that Intergraph had angered Intel and, for that reason, Intel recommended such customers buy from Intergraph's competitors.

198. As alleged in paragraphs 55, 56 and 57, Intel is misusing and leveraging its market power to exclude and prevent Intergraph from competing in its markets and to actively assist Intergraph's competitors to dominate these markets. This anticompetitive and predatory conduct has the purpose and effect of reducing or eliminating competition in the markets in which Intergraph competes, depriving customers of alternative and improved technology in these markets, stifling innovation and technological advancement in these markets, reducing competition in price and quality based on different technologies, and impairing competition generally in Intel-based microprocessor products.

199. The contracts and agreements described above which Intel has made with competitors of Intergraph to favor such competitors to the exclusion of Intergraph constitute unlawful contracts and agreements in restraint of trade in violation of Section 1 of the Sherman Act (15 U.S.C. § 1).

200. Intel's use of agreements and contracts, including nondisclosure agreements, with suppliers to coerce such suppliers to boycott Intergraph also constitute unlawful contracts and agreements in restraint of trade in violation of Section 1 of the Sherman Act (15 U.S.C. § 1).

201. Intel's entire course of conduct, as alleged herein, constitutes illegal monopolization, attempt to monopolize and conspiracy to monopolize in violation of Section 2 of the Sherman Act (15 U.S.C. § 2) including but not limited to unlawful refusals to deal with Intergraph, denial of access to essential products and technical information which Intergraph needs to compete, and improper leverage and use of Intel's monopoly in microprocessors and chips to monopolize or attempt to monopolize downstream markets such as the workstation market in which Intergraph competes.

WHEREFORE, Intergraph requests a preliminary and permanent injunction pursuant to 15 U.S.C. section 26 and an award of compensatory and treble damages, plus attorneys' fees, interest and costs associated with this action, in an amount to be determined by a jury.

PLAINTIFF REQUESTS A TRIAL BY JURY

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N. Lee Cooper
Luther M. Dorr, Jr.
OF COUNSEL:
MAYNARD, COOPER & GALE, P.C.
1901 Sixth Avenue North, Suite 2400
Birmingham, Alabama 35203
(205) 254-1000

William J. Baxley
Joel E. Dillard
OF COUNSEL:
BAXLEY, DILLARD, DAUPHIN & McKNIGHT
200 16th Avenue South
Birmingham, Alabama 35205
(205) 939-0995

David Vance Lucas
Senior Counsel
INTERGRAPH CORPORATION
289 Dunlop Boulevard
Huntsville, Alabama 35894-0001
(205) 730-2032

William L. Jaeger
William J. Bohler
K. T. Cherian
OF COUNSEL:
TOWNSEND AND TOWNSEND AND CREW LLP
Two Embarcadero Center, 8th Floow
San Francisco, CA 94111
(415) 576-0200

Attorneys for Intergraph Corporation