VLSI Technology LLC v. Intel Corporation ( 2023 )

1 2 3 UNITED STATES DISTRICT COURT 4 NORTHERN DISTRICT OF CALIFORNIA 5 SAN JOSE DIVISION 6 7 VLSI TECHNOLOGY LLC, Case No. 17-cv-05671-BLF 8 Plaintiff, ORDER GRANTING 9 v. ADMINISTRATIVE MOTION TO SEAL; GRANTING ADMINISTRATIVE 10 INTEL CORPORATION, MOTION TO CONSIDER WHETHER ANOTHER PARTY’S MATERIAL 11 Defendant. SHOULD BE SEALED; DENYING ADMINISTRATIVE MOTION TO 12 CONSIDER WHETHER ANOTHER PARTY’S MATERIAL SHOULD BE 13 SEALED 14 [Re: ECF Nos. 537, 538, 539, 540, 551, 15 552, and 617] 16 17 Before the Court are Intel Corporation’s (“Intel”) Administrative Motions regarding its 18 Omnibus Daubert Motion and Exhibits (ECF No. 541): 19 1. Administrative Motion to File Under Seal (Renewed) Portions of Its Omnibus Daubert 20 Motion and Exhibits 1-11, 13, 16-18, 20, and 22-24. ECF No. 617. 21 2. Administrative Motion to Consider Whether Another Party's Material Should Be 22 Sealed in Connection with Intel's Memorandum of Points and Authorities in Support of 23 Its Omnibus Daubert Motion and Exhibits 1-15, 18, 20, 22, and 23 Thereto. ECF No. 24 537. 25 3. Administrative Motion to Consider Whether Another Party's Material Should Be 26 Sealed in Connection with Exhibits 1 and 2 to Intel's Memorandum of Points and 27 Authorities in Support of Its Omnibus Daubert Motion. ECF No. 538. 1 Sealed in Connection with Exhibit 5 to Intel's Memorandum of Points and Authorities 2 in Support of Its Omnibus Daubert Motion. ECF No. 539. 3 5. Administrative Motion to Consider Whether Another Party's Material Should Be 4 Sealed in Connection with Intel's Memorandum of Points and Authorities In Support 5 Of Its Omnibus Daubert Motion and Exhibits 1, 2, 3, 4, 13, 16, and 17 filed by Intel 6 Corporation. ECF No. 540. 7 6. Administrative Motion to Consider Whether Another Party's Material Should Be 8 Sealed in Connection with Intel's Memorandum of Points and Authorities in Support of 9 Its Omnibus Daubert Motion and Exhibits 1, 2, 3, 4, 13, 16, and 17. ECF No. 551. 10 7. Administrative Motion to Consider Whether Another Party's Material Should Be 11 Sealed in Connection with Exhibits 1 and 2 to Intel's Memorandum of Points and 12 Authorities in Support of Its Omnibus Daubert Motion 541 filed by Intel Corporation. 13 ECF No. 552. 14 For the reasons described below, the motions are GRANTED. 15 I. BACKGROUND 16 Intel filed its Omnibus Daubert Motion (“Motion”) on July 25, 2023. ECF No. 541. That 17 same day, Intel filed an Administrative Motion to File Under Seal regarding Intel’s information in 18 the Motion. ECF No. 536. The Court denied that administrative motion (see ECF No. 577) 19 without prejudice, and Intel filed a renewed motion on September 5, 2023. ECF No. 617. 20 Intel filed four additional motions on July 25, 2023 seeking to seal other parties’ 21 information in connection with the Motion. ECF No. 537 (VLSI); ECF No. 538 (NXP USA, Inc. 22 (“NXP”) and Franklin FundingCo, LLC); ECF No. 539 (Microsoft Corporation, HP, Inc., and 23 Lenovo Group Limited); ECF No. 540 (Wisconsin Alumni Research Foundation, MicroUnity 24 Systems Engineering, Inc., NVIDIA Corporation, International Business Machines Corporation, 25 Foundation for Advancement of International Science, Daedalus Prime LLC, Daedalus Group 26 LLC, UNM Rainforest Innovations, Tahoe Research, Ltd., IP Value Management Group, LLC, 27 IPValue Management, Inc., Longitude Licensing Limited). 1 information in connection with the Motion. ECF No. 551 (Dell Inc.); ECF No. 552 (Test 2 Research, Inc., VIA Technologies, Inc., Catalyst Semiconductor, Inc., Acer Incorporated, and/or 3 Sharp Corporation). 4 On August 21, 2023, Intel notified the Court that it had served the following parties (see 5 ECF No. 578): Microsoft Corporation, HP, Inc., Lenovo Group Limited, International Business 6 Machines Corporation, Daedalus Group LLC, Daedalus Prime LLC, Longitude Licensing 7 Limited, Tahoe Research Ltd., IP Value Management Group LLC, IPValue Management, Inc., 8 and Dell Inc.); 9 On September 1, 2023, Intel notified the Court that it had served the following parties (see 10 ECF No. 610): NVIDIA Corporation UNM Rainforest Innovations Acer Incorporated Sharp Corp. 11 Test Research USA, Inc. VIA Technologies, Inc. Allied Security Trust I (AST) Casio Computer 12 Co. Ltd. International Business Machines Corporation Contour Semiconductor Inc. KLA-Tencor, 13 which acquired Luminescent Technologies, Inc. P&IB Co., Ltd. Verayo, Inc. TechInsights Inc., 14 which acquired Chipworks Inc. Fortress Investment Group LLC Finjan Software, Inc. and Finjan, 15 Inc. Foundation for Advancement of International Science (FAIS) Wisconsin Alumni Research 16 Foundation Microsoft Corporation. Intel further notified the Court the Plaintiff VLSI served NXP. 17 Plaintiff and several non-parties provided declarations regarding Intel’s Administrative 18 Motions: 19 1. ECF No. 617: no declarations in support of sealing other than those filed with ECF No. 20 617. 21 2. ECF No. 537: Corrected Declaration of Charlotte J. Wen and exhibits (VLSI). The 22 Court disregards ECF Nos. 631 and 632, which ECF No. 635 appears to correct. 23 3. ECF No. 538: Declaration of Charlotte J. Wen and exhibits (NXP). ECF Nos. 621, 24 625. 25 4. ECF No. 539: no declarations in support of sealing. 26 5. ECF No. 540: 27 a. Declaration of Mavrakakis and exhibits (IBM). ECF No. 608, 630. 1 Management Group, LLC, and Tahoe Research, Ltd.). ECF No. 609. 2 c. Declaration of Elizabeth J. Kuttilla (UNMRI). ECF No. 615. 3 6. ECF No. 551: no declarations in support of sealing. 4 7. ECF No. 552: no declarations in support of sealing. 5 II. LEGAL STANDARD 6 “Historically, courts have recognized a ‘general right to inspect and copy public records 7 and documents, including judicial records and documents.’” Kamakana v. City & Cty. Of 8 Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006) (quoting Nixon v. Warner Commc'ns, Inc., 435 9 U.S. 589, 597 & n.7 (1978)). Accordingly, when considering a sealing request, “a ‘strong 10 presumption in favor of access’ is the starting point.” Id. (quoting Foltz v. State Farm Mut. Auto. 11 Ins. Co., 331 F.3d 1122, 1135 (9th Cir. 2003)). Parties seeking to seal judicial records relating to 12 motions that are “more than tangentially related to the underlying cause of action” bear the burden 13 of overcoming the presumption with “compelling reasons” that outweigh the general history of 14 access and the public policies favoring disclosure. Ctr. for Auto Safety v. Chrysler Grp., 809 F.3d 15 1092, 1099 (9th Cir. 2016); Kamakana, 447 F.3d at 1178–79. 16 Records attached to motions that are “not related, or only tangentially related, to the merits 17 of a case,” however, are not subject to the strong presumption of access. Ctr. for Auto Safety, 809 18 F.3d at 1099; see also Kamakana, 447 F.3d at 1179 (“[T]he public has less of a need for access to 19 court records attached only to non-dispositive motions because those documents are often 20 unrelated, or only tangentially related, to the underlying cause of action.”). Parties moving to seal 21 the documents attached to such motions must meet the lower “good cause” standard of Rule 22 26(c). Kamakana, 447 F.3d at 1179 (internal quotations and citations omitted). This standard 23 requires a “particularized showing,” id., that “specific prejudice or harm will result” if the 24 information is disclosed. Phillips ex rel. Estates of Byrd v. Gen. Motors Corp., 307 F.3d 1206, 25 1210–11 (9th Cir. 2002); see Fed. R. Civ. P. 26(c). “Broad allegations of harm, unsubstantiated 26 by specific examples of articulated reasoning” will not suffice. Beckman Indus., Inc. v. Int'l Ins. 27 Co., 966 F.2d 470, 476 (9th Cir. 1992). 1 III. DISCUSSION 2 The documents at issue in Intel’s motions to seal are associated with its Daubert motions. 3 These opinions concern infringement and invalidity of the patents at issue in the case, available 4 damages for the alleged infringement, and efforts to strike or exclude expert opinions. These 5 issues are “more than tangentially related to the merits of [the] case” and therefore Intel must 6 provide “compelling reasons” for maintaining the documents under seal. See Ctr. for Auto Safety, 7 809 F.3d at 1101; see also Finjan, Inc. v. Juniper Network, Inc., No. C 17-5659 WHA, 2021 WL 8 1091512, at *1 (N.D. Cal. Feb. 10, 2021). 9 A. ECF No. 617 10 Intel seeks to seal selected excerpts from its Motion for Summary Judgment and several of 11 the exhibits. Intel argues that compelling reasons exist to seal the material it seeks to seal “because 12 maintaining the confidentiality of the technical information regarding Intel’s product design and 13 operation, including proposed designs, and manufacturing processes is critical to Intel’s business.” 14 ECF No. 617 at 11. Intel further explains that “[k]nowledge of this information by third parties 15 would put Intel at a competitive disadvantage in future product development and in its business 16 dealings as its competitors could incorporate that information into their own development 17 strategies and products to gain an unfair advantage over Intel in the market.” Id. Intel bolsters 18 these arguments by providing additional details in the declaration of Mark Selwyn. See Selwyn 19 Decl. (ECF No. 617-1). 20 The Court finds that compelling reasons exist to seal the highlighted portions of the 21 document. See Finjan, Inc. v. Proofpoint, Inc., No. 13-CV-05808-HSG, 2016 WL 7911651, at *1 22 (N.D. Cal. Apr. 6, 2016) (finding “technical operation of [defendant's] products” sealable under 23 “compelling reasons” standard); Exeltis USA Inc. v. First Databank, Inc., No. 17-CV-04810-HSG, 24 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020) (noting that courts have found “confidential 25 business information” in the form of “business strategies” sealable under the compelling reasons 26 standard.). The Court also finds that the request is narrowly tailored. The Court’s ruling is 27 summarized below: ECF or Document Portion(s) to Ruling 1 Exhibit No. Seal 2 Intel’s Green-boxed Granted, as green-boxed portions contain Omnibus portions highly confidential information regarding 3 Daubert Intel’s licenses, including the scope of Intel’s Motion license agreements and other confidential 4 licensing information. Selwyn Decl. ¶ 17. Exhibit 1 Excerpt of the Green boxed Granted, as green-boxed portions of pages 39 5 (paragraphs 6 April 20, 2023 portions 79, 80), 42, 43, 45, 47, 52-56, 169 (paragraph Expert Report 301), 170, 180-186, 188, 190-191, 194-195, 7 of Ryan 196 (paragraph 364), 204-211, 216-218, Sullivan, Ph.D Attachment B-1 and B-2 of Exhibit 1 reveal 8 details and operation of accused product features and features considered for 9 incorporation into Intel products; the 10 development and testing of accused product features; Intel’s process recipes; Intel’s 11 manufacturing capacity; and the source code for accused products. Selwyn Decl. ¶ 18a. 12 Furthermore, green-boxed portions of pages 9, 13 39 14 (paragraph 82), 40, 41, 91-98, 100-101, 109, 114, 125, 139, 141, 143, 144, 166, 171, 176- 15 187, 190-191, 196 (paragraph 366), 197-199, 201-202, 205-207, 212-214, 219-232, 237, 16 247-248, Attachments D-1, D-2, D-3, D-6, D- 7, D-8, F-7, F-8, F-9, G-2, H-1, H-2, H-3, H- 17 4, I-1, I-2, I-3, I-4, I-5, J-1 through J-19, K-1, 18 L-1, L-2, M-6, M-7, N-1, N-8, N-10, N-11, N-14 reveal highly confidential information 19 regarding Intel’s financial decisions such as Intel’s revenues, profits and costs; Intel’s 20 quarterly profit bonus program; sales volume; market research about willingness to pay for 21 various features; market research regarding 22 how features will affect Intel’s competitiveness; analysis regarding how 23 implementation of certain design choices could affect Intel’s costs; and Intel’s pricing 24 strategy, including discounts and rebates. Selwyn Decl. ¶ 18b. 25 26 Furthermore, green-boxed portions of Attachments F-1, F- 2, F-3, F-4, F-6, L-3, M- 27 9, M-10 through M-16 could be used to derive Intel’s sales. Id. 1 2 Furthermore, green-boxed portions of Attachments N-1, N- 4, N-5, N-10, N-11, N- 3 12, N-13, N-14, N-15 reveal confidential MMIDs (unique identifier Intel assigns to 4 products). Intel’s sales, billing, and pricing records are kept based on MMIDs and 5 therefore these confidential MMIDs could 6 reveal to competitors Intel’s confidential strategy decisions regarding how Intel 7 subdivides its products into different MMIDs, packaging of Intel’s products, pricing, and 8 other confidential business strategy information. Id. 9 10 Furthermore, green-boxed portions of pages 66, 77-84, 239, and Attachment E-1 of Exhibit 1 11 reveal highly confidential information regarding Intel’s licenses, including payment 12 terms from Intel’s license agreements and the scope of Intel’s license agreements. Selwyn 13 Decl. ¶ 18c. Exhibit 2 Excerpt of the Green boxed Granted, as green-boxed portions of 42-45, 86- 14 June 22, 2023 portions 88, 90-92, 95-99, 106, 107, 108, 110, 114-115, Reply Report Attachments A-8, A-9, A-10 of Exhibit 2 15 of Ryan reveal details and operation of accused 16 Sullivan, Ph.D product features and features considered for incorporation into Intel products; the 17 development and testing of accused product features; Intel’s process recipes; and the 18 source code for accused products. Selwyn Decl. ¶ 19a. 19 20 Furthermore, green-boxed portions of pages 4, 48 (paragraph 95), 49, 50, 55, 74, 106, 108 (fn. 21 640), 111, 113, 114, 116-118, 120-124, 126, 128-130, Attachments J-7a, J-8a, J-9a, J-10a, 22 O-1, O-4, O-5, O-6, O-7, O-8, O-9, and O-10 of Exhibit 2 reveal highly confidential 23 information regarding Intel’s financial 24 decisions such as product pricing, Intel’s revenues, profits and costs, Intel’s quarterly 25 profit bonus program, sales volume, confidential analysis regarding the financial 26 benefit to Intel of certain features and Intel’s pricing strategy. Selwyn Decl. ¶ 19b. 27 61-63, 70-71, and Attachments O-11 and O- 1 12 could be used to derive Intel’s confidential 2 financial information, including product price and the volume of Intel’s sales. Id. 3 Furthermore, green-boxed portions of pages 5, 4 48 (paragraph 94), 136-137, and 143 of Exhibit 2 reveal highly confidential information 5 regarding Intel’s licenses, including payment 6 terms from Intel’s license agreements and the scope of Intel’s license agreements. Intel also 7 seeks to seal the names of the counterparties to these agreements in Exhibit 2 because the 8 names of counterparties to Intel’s agreements are maintained in confidence by Intel, and Intel 9 is under confidentiality obligations to the 10 counterparties not to reveal that information. Selwyn Decl. ¶ 19c. 11 Exhibit 3 Excerpt of the Green boxed Granted, as green-boxed portions of pages 107- April 20, 2023 portions 108, 110-121, 123, 167, 180, 189, 190, 191, 12 Expert Report and Appendix A at 5 of Exhibit 3 reveal details of Mark J. and operation of accused product features and 13 Chandler features considered for incorporation into Intel 14 products; the development and testing of accused product features; Intel’s process 15 recipes; and the source code for accused products. Selwyn Decl. ¶ 20a. 16 17 Furthermore, green-boxed portions of pages 104, 107-109, 121 (paragraphs 332, 333), 122- 18 129, 131-133, 146, 166, 172, 173, 181, 186, 191 (paragraphs 526, 528, 529), 192 (paragraph 19 532), Appendix A at 3, and Appendix B of Exhibit 3 reveal highly confidential information 20 regarding Intel’s financial decisions such as 21 product pricing; Intel’s revenues, profits, and costs; sales volume analysis regarding the 22 financial benefit to Intel of certain features; and analysis of the importance of features, 23 including to revenue and customer demand and resulting marketing strategy. Selwyn Decl. ¶ 24 20b. 25 Furthermore, green-boxed portions of pages 26 129-130 of Exhibit 3 include confidential competitive analysis, along with recommended 27 responses. Id. Furthermore, green-boxed portions of pages 63, 1 70-89, 92-96, 134, 136-138, 140, 150, 152, 154, 2 156-158, 160, 163, 164, 168, 175, 176, 187, and 192 (paragraph 531) of Exhibit 3 reveal highly 3 confidential information regarding Intel’s licenses, including payment terms from Intel’s 4 license agreements and the scope of Intel’s license agreements. Intel also seeks to seal the 5 names of the counterparties to these 6 agreements in Exhibit 3 because the names of counterparties to Intel’s agreements are 7 maintained in confidence by Intel, and Intel is under confidentiality obligations to the 8 counterparties not to reveal that information. Selwyn Decl. ¶ 20c. 9 Exhibit 4 Excerpt of the Green boxed Granted, as green-boxed portions reveal highly 10 June 22, 2023 portions confidential licensing information, including Reply Expert payment terms from Intel’s license agreements 11 Report of Mark and the scope of Intel’s license agreements. J. Chandler Intel also seeks to seal the names of the 12 counterparties to these agreements in Exhibit 4 because the names of counterparties to Intel’s 13 agreements are maintained in confidence by 14 Intel, and Intel is under confidentiality obligations to the counterparties not to reveal 15 that information. Selwyn Decl. ¶ 21. Exhibit 5 Excerpt of the Green boxed Granted, as green-boxed portions of pages 67- 16 April 20, 2023 portions 69, 72-78, 228, 230-231, 243-251, 264-270, 17 Expert Report 284-289, 301-309, 324-331, 346-352, 443-475, of Thomas M. 485-487, 489, 494-496, 562-571, 574, 639, 18 642-647, 649-651, and 653-656 of Exhibit 5 reveal details and operation of accused product 19 features and features considered for incorporation into Intel products; the 20 development and testing of accused product 21 features; Intel’s process recipes; and the source code for accused products. Selwyn Decl. ¶ 22a. 22 Furthermore, green-boxed portions of pages 23 472-475, and Exhibits C and D of Exhibit 5 reveal highly confidential information 24 regarding Intel’s financial decisions such as 25 product pricing; Intel’s revenues, profits, and costs; and analysis of the pricing impact of 26 certain product features. Selwyn Decl. ¶ 22b. 27 Furthermore, green-boxed portions of page 575 information regarding Intel’s licenses, 1 including the scope of Intel’s license 2 agreements. Selwyn Decl. ¶ 22c. 3 4 5 6 7 Exhibit 6 Excerpt of the Green boxed Granted, as green-boxed portions of pages 60, June 22, 2023 portions 63-65, 97, 123, 125, 126, 212-213, 220, 227, 8 Reply Expert 230-232, 294, 297, 298, 300-308, and 336 of Report of Exhibit 6 reveal details and operation of 9 Thomas M. accused product features and features 10 Conte. considered for incorporation into Intel products; the development and testing of 11 accused product features; Intel’s process recipes; and the source code for accused 12 products. Selwyn Decl. ¶ 23a. 13 Furthermore, green-boxed portions of pages 63, 14 65 (paragraph 141), 126, 220, 230-231 of Exhibit 6 reveal highly confidential information 15 regarding Intel’s financial decisions such as analysis of the pricing impact of certain product 16 features and analysis of the importance of 17 features, including to revenue and customer demand and resulting marketing strategy. 18 Selwyn Decl. ¶ 23b. Exhibit 7 Excerpt of the Green boxed Granted, as green-boxed portions of 42-49, 51- 19 April 20, 2023 portions 62, 66, 69-70, 72-74, 78-79, 81-114, 117, 122, Expert Report 123, 127, 128, 130, 132, 138, 140, 142, 144, 20 of Dr. William 147, 152, 159-183, 185, 187, 190, and 21 Henry Materials Considered at 6-8 of Exhibit 7 reveal Mangione- details and operation of accused product 22 Smith features and features considered for incorporation into Intel products; the 23 development and testing of accused product features; Intel’s process recipes; and the source 24 code for accused products. Selwyn Decl. ¶ 24a. 25 Furthermore, green-boxed portions of pages 59, 26 61-62, 162-183, and 187 of Exhibit 7 reveal highly confidential information regarding the 27 financial impact to Intel and Intel’s customers identifying on a customer specific basis the 1 concerns expressed by that customer and 2 financial implications for that customer. Selwyn Decl. ¶ 24b. 3 4 5 6 7 Exhibit 8 Excerpt of the Green boxed Granted, as green-boxed portions of pages 117- June 1, 2023 portions 120, 122, and Materials Considered at 7-8 of 8 Rebuttal Expert Exhibit 8 reveal details and operation of Report of Dr. accused product features and features 9 William Henry considered for incorporation into Intel 10 Mangione- products; the development and testing of Smith accused product features; Intel’s process 11 recipes; and the source code for accused products. Selwyn Decl. ¶ 25a. 12 Furthermore, green-boxed portions of pages 13 116, 119, 122, and 123 of Exhibit 8 reveal 14 highly confidential information regarding Intel’s financial decisions such as Intel’s 15 revenues and costs, sales volume, and analysis of the financial impact to Intel and Intel’s 16 customers of specific Intel features and designs. 17 Selwyn Decl. ¶ 25b. Exhibit 9 Excerpt of the Green boxed Granted, as green-boxed portions of Exhibit 9 18 June 22, 2023 portions except for the green-boxed portions of Section Reply Report of XIV.B of the Table of Contents found on pages 19 Dr. William ii-iii (which are addressed separately below) Henry reveal details and operation of accused product 20 Mangione- features and features considered for 21 Smith incorporation into Intel products; the development and testing of accused product 22 features; Intel’s process recipes; and the source code for accused products. Selwyn Decl. ¶ 26a. 23 Furthermore, green-boxed portions of Section 24 XIV.B of the Table of Contents found on pages 25 ii-iii of Exhibit 9 reveal highly confidential information regarding Intel’s licenses. In 26 particular, Intel seeks to seal the names of the counterparties to these agreements in Exhibit 9 27 because the names of counterparties to Intel’s Intel, and Intel is under confidentiality 1 obligations to the counterparties not to reveal 2 that information. Selwyn Decl. ¶ 26b. 3 4 5 6 7 Exhibit 10 Excerpt of the Green boxed Granted, as green-boxed portions of Exhibit 10 April 20 Expert portions except for the green-boxed portions of 8 Report of Dean paragraph 320 on page 151 (which are P. Neikirk addressed separately below) reveal details and 9 operation of accused product features and 10 features considered for incorporation into Intel products; the development and testing of 11 accused product features; Intel’s process recipes; and the source code for accused 12 products. Selwyn Decl. ¶ 27a. 13 Furthermore, green-boxed portions of 14 paragraph 320 on page 151 of Exhibit 10 reveal highly confidential information regarding 15 Intel’s costs. Selwyn Decl. ¶ 27b. Exhibit 11 Excerpt of the Green boxed Granted, as green-boxed portions reveal details 16 June 22, 2023 portions and operation of accused product features and 17 Reply Report of features considered for incorporation into Intel Dean P. Neikirk products; the development and testing of 18 accused product features; Intel’s process recipes; and the source code for accused 19 products. Selwyn Decl. ¶ 28. 20 21 22 Exhibit 13 Excerpt of the Green boxed Granted, as green-boxed portions reveal highly transcript of the portions confidential licensing information, including 23 deposition of payment terms from Intel’s license agreements Mark J. and the scope of Intel’s license agreements. 24 Chandler Intel also seeks to seal the names of the 25 counterparties to these agreements in Exhibit 13 because the names of counterparties to 26 Intel’s agreements are maintained in confidence by Intel, and Intel is under confidentiality 27 obligations to the counterparties not to reveal Exhibit 16 Intel License Green boxed Granted, as green-boxed portions reveal highly 1 Agreement portions confidential licensing information, including 2 payment terms from Intel’s license agreements and the scope of Intel’s license agreements. 3 Selwyn Decl. ¶ 30. Exhibit 17 Intel License Green boxed Granted, as green-boxed portions reveal highly 4 Agreement portions confidential licensing information, including payment terms from Intel’s license agreements 5 and the scope of Intel’s license 6 agreements. Selwyn Decl. ¶ 30. Exhibit 18 Excerpt of the Green boxed Granted, as green-boxed portions reveal highly 7 June 1, 2023 portions confidential licensing information, including Rebuttal Report regarding the scope of Intel’s license 8 of Lauren agreements. Selwyn Decl. ¶ 31. Kindler 9 Exhibit 20 Excerpt of the Green boxed Granted, as green-boxed portions reveal details 10 June 1, 2023 portions and operation of accused product features and Rebuttal Report features considered for incorporation into Intel 11 of John products; the development and testing of Kubiatowicz accused product features; Intel’s process 12 recipes; and the source code for accused 13 products. Selwyn Decl. ¶ 32. Exhibit 22 Excerpt of the Green boxed Granted, as green-boxed portions reveal details 14 transcript of the portions and operation of accused product features and deposition of features considered for incorporation into Intel 15 William products; the development and testing of Mangione- accused product features; Intel’s process 16 Smith recipes; and the source code for accused 17 products. Selwyn Decl. ¶ 33. 18 19 Exhibit 23 Excerpt of the Green boxed Granted, as green-boxed portions of pages 42- 20 May 16, 2023 portions 63, 67, 70-71, 73-75, 79-80, 82-115, 118, 123- 21 Supplemented 124, 128-129, 131, 133, 139, 141, 143-147, Expert Report 149, 152-155, 159-183, 185, 188, 190, and 22 of Dr. William Materials Considered at 6-8 of Exhibit 8 reveal Henry details and operation of accused product 23 Mangione- features and features considered for Smith incorporation into Intel products; the 24 development and testing of accused product 25 features; Intel’s process recipes; and the source code for accused products. Selwyn Decl. ¶ 34a. 26 Furthermore, green-boxed portions of pages 59, 27 61-63, confidential information regarding the financial 1 impact to Intel and Intel’s customers of specific 2 Intel features and designs, including identifying on a customer specific basis the concerns 3 expressed by that customer and financial implications for that customer. Selwyn Decl. ¶ 4 34b. 5 6 7 Exhibit 24 Internal Intel Green boxed Granted, as green-boxed portions reveal highly Email portions confidential technical information regarding the 8 design, development, and operation of Intel’s product features. Selwyn Decl. ¶ 35. 9 10 11 12 13 14 B. ECF No. 537 The second motion before the court is Intel’s Administrative Motion to Consider Whether 15 Another Party’s Material Should Be Sealed in connection with Intel’s Memorandum of Points and 16 Authorities In Support Of Its Omnibus Daubert Motion and Exhibits 1-15, 18, 20, 22, and 23 17 thereto. ECF No. 537. The motion pertains to information VLSI may want redacted material 18 contained Intel’s Omnibus Daubert Motion and Exhibits. Id. 19 VLSI writes that the information should be sealed because it includes “highly confidential 20 information concerning VLSI’s damages theories in this case, VLSI’s licensing efforts and 21 history, and specific details regarding the terms of VLSI’s agreements with NXP 22 Semiconductors.” ECF No. 635 ¶ 7. VLSI contends that the analysis is narrowly tailored because 23 “VLSI is only seeking to seal the specific sections that reflect VLSI’s highly-confidential and 24 proprietary damages analyses for the patents-in-suit. These conclusions rely not only on 25 confidential information, but also on proprietary analysis of public information.” Id. ¶ 10. 26 The Court finds that compelling reasons exist to seal the highlighted portions of the 27 1 (N.D. Cal. Apr. 6, 2016) (finding “technical operation of [defendant's] products” sealable under 2 “compelling reasons” standard); Exeltis USA Inc. v. First Databank, Inc., No. 17-CV-04810-HSG, 3 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020) (noting that courts have found “confidential 4 business information” in the form of “business strategies” sealable under the compelling reasons 5 standard.). The Court also finds that the request is narrowly tailored. The Court’s ruling is 6 summarized below: 7 ECF or 8 Ex. No. Document Portion(s) to Seal Ruling 9 ECF No. April 20, 2023 Blue highlighted Granted, as the blue-highlighted 536 Opening Report of portions at pp. ix–x; portions contain highly 10 Ex. 1 to Dr. Ryan Sullivan ¶¶ 21, 23, 25-26, 28- confidential and proprietary 29, 170-73, 218, 220– 11 I On mte nl’ is b us 2 21 5, 2 2 –2 25 5, 6 2 , 2 269 3, –2 63 61 ,– 37, d ma em tha og de os la on ga iely s s fe os r a tn hd e patents- 12 D Ma ou tib oe nr t 2 26 88 0, , 2 27 80 2, , 2 287 52 –, 82 57 ,7 , i wn h-s iu chit , c p ou ub ldli c re d si us lc tl o ins u sr ie g no if f icant 13 291, 294, 297–98, competitive and business harms 308, 312–31, 348, to VLSI, as well as unfair 14 3 35 62 9, , 3 36 72 1, – 3 76 35 , , 3 73 96 ,7 , advantage to Intel and other 15 381–83, 384, 398, potential license counterparties. 404, 410, 412, 430, Wen Decl. ¶¶ 9– 15. 16 436, 442–46, 448, 450, 512 17 Ex. 2 to Excerpts of the June Blue highlighted Granted, as the blue-highlighted Intel’s 22, 2023 Reply portions at p. ii; ¶¶ 14, portions contain highly 18 Omnibus 114, 116, 119–20, Report of Dr. Ryan confidential and proprietary Daubert 122, 142–45, 172, 19 Motion Sullivan 179, 182–84, 194, damages analyses and 211–12, 223, 230, methodologies for the patents- 20 233, 235-236, 238–41, in-suit, public disclosure of 250, 252, 263–64, which could result in significant 21 269, 276; Attachments competitive and business harms 22 A-10, O-7, O-9 to VLSI, as well as unfair advantage to Intel and other 23 potential license counterparties. Wen Decl. ¶¶ 9–15. 24 25 26 27 Ex. 3 to Excerpts of the April Blue highlighted Granted, as the blue-highlighted 1 Intel’s 20, 2023 Opening portions at ¶¶ 213–15, portions reflect highly- Omnibus 219–24, 227–28, 230– 2 Daubert Report of Mark 44, 247, 254, 256, confidential and proprietary Motion Chandler 271–72, 280–83, 359, damages analyses of licenses 3 363–65, 387, 395–96, produced in this case, including 402, 414, 422, 427, royalty rates and licensing terms. 4 442–43, 465, 495, Wen Decl. ¶ 9. Disclosure of 522–23; Appendix A this information could cause 5 significant competitive and 6 business harms to VLSI, as well as unfair advantage to Intel and 7 other potential license counterparties. See id. ¶¶ 9–15. 8 Ex. 4 to Excerpts of the June Blue highlighted Granted, as the blue-highlighted Intel’s 22, 2023 Reply portions at ¶¶ 350, portions reflect highly- 9 Omnibus 422, 445–46, 449–50, Report of Mark confidential and proprietary Daubert 454–55, 458, 460, 10 Motion Chandler 465, 467; Exhibit 13; damages analyses of licenses Appendix A produced in this case, including 11 royalty rates and licensing terms. Wen Decl. ¶ 9. Disclosure of 12 this information could cause significant competitive and 13 business harms to VLSI, as well 14 as unfair advantage to Intel and other potential license 15 counterparties. See id. ¶¶ 9–15. Ex. 6 to Excerpts of the June Blue highlighted Granted, as the blue-highlighted 16 Intel’s 22, 2023 Reply portions at ¶¶ 86, 603, portions reflect highly- Omnibus 606–10, 630, 632–33 17 Daubert Report of Dr. confidential and proprietary Thomas Conte technical analyses for two of the Motion 18 patents-in-suit, including proprietary performance testing 19 and analysis of physical accused products. Wen Decl. ¶¶ 16. 20 Disclosure of this information 21 could cause significant competitive and business harms 22 to VLSI, as well as unfair advantage to Intel and other 23 potential license counterparties. See id. ¶¶ 18–21. 24 Ex. 7 to Excerpts of the April Blue highlighted Granted as the document 25 Intel’s 20, 2023 Opening portions at ¶¶ 74–76, pertains to a confidential Omnibus 436, 438, 460 Report of Dr. stipulation to satisfy its Daubert 26 William Mangione- obligations under the agreement. Smith See id. ¶ 17. 27 Ex. 9 to Excerpts of Dr. Blue highlighted Granted, as the blue-highlighted 1 Intel’s Mangione-Smith’s portions at ¶¶ 314–15, words reflect VLSI’s highly- Omnibus 317 2 Daubert Reply Report re: ’922 confidential and proprietary Patent damages analysis for the ’922 3 Patent. Wen Decl. ¶¶ 8, 16. Public disclosure of this 4 information could cause significant competitive and 5 business harms to VLSI, as well 6 as unfair advantage to Intel and other potential license 7 counterparties. See id. ¶¶ 9–14, 18–21. 8 Ex. 10 to Excerpts of Dr. Blue highlighted Granted, as the yellow- Intel’s Neikirk’s portions at ¶¶ 314– highlighted portions reflect 9 Omnibus 315, 317 Opening Expert highly-confidential and Daubert 10 Report proprietary technical damages analyses for the ’672 Patent. 11 Wen Decl. ¶¶ 17. Disclosure of this information could cause 12 significant competitive and business harms to VLSI, as well 13 as unfair advantage to Intel and 14 other potential license counterparties. See id. ¶¶ 19–22. 15 16 C. ECF No. 538 17 The third motion before the court is Intel’s Administrative Motion to Consider Whether 18 Another Party’s Material Should Be Sealed in connection with Intel’s Memorandum of Points and 19 Authorities In Support Of Its Omnibus Daubert Motion and Exhibits 1-15, 18, 20, 22, and 23 20 thereto. ECF No. 538. The motion pertains to information NXP may want redacted material 21 contained Intel’s Omnibus Daubert Motion and Exhibits. Id.1 22 NXP writes that the information should be sealed because “all relate to highly-confidential 23 information regarding its past and current intellectual property licensing and monetization 24 practices, activities, capabilities, and efforts. Public disclosure of this information would provide 25 NXP’s competitors with sensitive information regarding NXP’s internal business practices, as well 26 as its relationships with other companies in the semiconductor industry and the patent licensing 27 1 industry, thus disadvantaging NXP in future business and contract negotiations. It would also 2 adversely affect NXP’s efforts to enter into intellectual property arrangements with other 3 companies.” ECF No. 625 ¶ 7. NXP states it “has narrowly tailored its proposed redactions only 4 to information that maintains in confidence in the regular course of its business.” Id. ¶ 6. 5 The Court finds that compelling reasons exist to seal the highlighted portions of the 6 documents. See Finjan, Inc. v. Proofpoint, Inc., No. 13-CV-05808-HSG, 2016 WL 7911651, at *1 7 (N.D. Cal. Apr. 6, 2016) (finding “technical operation of [defendant's] products” sealable under 8 “compelling reasons” standard); Exeltis USA Inc. v. First Databank, Inc., No. 17-CV-04810-HSG, 9 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020) (noting that courts have found “confidential 10 business information” in the form of “business strategies” sealable under the compelling reasons 11 standard.). The Court also finds that the request is narrowly tailored. The Court’s ruling is 12 summarized below: ECF or 13 Ex. No. Document Portion(s) to Seal Ruling 14 ECF No. Excerpts from the Blue-boxed portions Granted, as the document 536-4 April 20, in identifies and describes 15 Ex. 1 to 2023 Opening Report ¶¶ 170-174, 179. (1) confidential patent Intel’s of Ryan Sullivan, agreements entered into between 16 Omnibus Ph.D. NXP/Freescale and other parties; 17 D Ma ou tib oe nr t and (2) confidential intellectual property licensing and 18 monetization practices, activities, capabilities, and 19 efforts by NXP and Freescale. See infra ¶¶ 6–10. 20 ECF No. Excerpts from the Blue-boxed portions at Granted, as the document 21 5 E3 x6 . - 25 to 2J 0u 2n 3e R22 e, p ly Report of p ¶¶. i 1i; 4 , 251-252, (i 1d )e cn oti nf fie ids e a nn td ia d l e ps ac tr ei nb te s Intel’s 264, 269, 276. 22 Ryan Sullivan, Ph.D. agreements entered into between Omnibus Daubert NXP/Freescale and other parties, 23 Motion and (2) confidential intellectual property licensing and 24 monetization practices, 25 activities, capabilities, and efforts by NXP and Freescale. 26 See infra ¶¶ 6-10. ECF No. Excerpts from the Blue-boxed portions Granted, as the document 27 536-6 April 20, in ¶¶ 78, 414, 427, identifies and describes 474. Omnibus J. Chandler NXP/Freescale employees 1 Daubert regarding confidential Motion 2 intellectual property licensing and monetization practices, 3 activities, capabilities, and efforts by NXP and Freescale. 4 See infra ¶¶ 6-7, 9-10. 5 D. ECF No. 539 6 Since no party filed declarations in support of this administrative motion, the 7 administrative motion (ECF No. 539) is denied. 8 E. ECF No. 540 9 The Court addresses three declarations submitted in connection with ECF No. 540. ECF 10 No. 608, 630; ECF No. 609; ECF No. 615. 11 Thomas Mavrakakis submitted a declaration and exhibits on behalf of requesting to seal 12 portions of Exhibits 1, 4, and 13 of Intel’s Omnibus Daubert Motion. ECF No. 608, 630.2 The 13 declaration does not contain a chart, but Mavrakakis attached exhibits showing narrow redactions 14 corresponding to patent purchase agreements. The Mavrakakis declaration details how disclosure 15 of the highlighted information would harm IBM’s business by “providing unfair insight into 16 IBM’s business strategies.” ECF No. 608 at ¶ 5. The Court agrees with IBM that this meets the 17 compelling interest standard and is narrowly tailored. 18 Boaz Brickman submitted a declaration on behalf of IPValue Management, Inc., IPValue 19 Management Group, LLC, and Tahoe Research, Ltd. ECF No. 609. The declaration does not seek 20 additional redactions, but instead states that the parties Brickman represents “rely on Intel to make 21 the appropriate requests for sealing or redacting documents.” ECF No. 609 ¶ 6. As described 22 supra, the Court grants ECF No. 617, so it does not conduct any further analysis with respect to 23 this declaration. 24 Elizabeth J. Kuttilla submitted a declaration on behalf of UNMRI. ECF No. 615. The 25 declaration seeks to seal and keep secret all portions of Exhibit 3 of Intel’s Omnibus Daubert 26 Motion (ECF No. 536-6; ECF No. 541-6), save limited exceptions. ECF No. 615 ¶¶ 10-11. The 27 1 declaration states in a conclusory manner that “[t]here are no less restrictive alternatives to the 2 sealing requested. Jd. 12. Exhibit 3 is a 100+ page expert report and UNMRI does not provide 3 any explanation as to why the entire document needs to be sealed. Therefore, the Court finds that 4 || the request is overly broad and not narrowly tailored. 5 F. ECF No. 551 6 Since no party filed declarations in support of this administrative motion, the 7 administrative motion (ECF No. 551) is denied. 8 G. ECF No.552 9 Since no party filed declarations in support of this administrative motion, the 10 administrative motion (ECF No, 552) is denied. 11 || IV. ORDER 12 For the foregoing reasons, IT IS HEREBY ORDERED that: 13 1. ECF No. 617 is GRANTED. 2. ECF No. 537 is GRANTED. 3 15 3. ECF No. 538 is GRANTED. a 16 4. ECF No. 539 is DENIED. 3 17 5. ECF No. 540 is GRANTED with respect to information sought by IBM, IPValue 18 Management, Inc., IPValue Management Group, LLC, and Tahoe Research, Ltd. to be 19 sealed. The motion is DENIED with respect to information sought by UNMRI to be 20 sealed. 21 6. ECF No. 551 is DENIED. 22 7. ECF No. 552 is DENIED. 23 24 || Dated: September 26, 2023 BETH LABSON FREEMAN 26 United States District Judge 27 28