Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 1 of 20
`
`
`
`MICHAEL MOISEYEV (pro hac vice)
`michael.moiseyev@weil.com
`CHANTALE FIEBIG (pro hac vice)
`chantale.fiebig@weil.com
`JEFFREY H. PERRY (pro hac vice)
`jeffrey.perry@weil.com
`WEIL, GOTSHAL & MANGES LLP
`2001 M Street, NW, Suite 600
`Washington, DC 20036
`Telephone: (202) 682-7000
`Facsimile: (202) 857-0940
`
`BAMBO OBARO (Bar No. 267683)
`bambo.obaro@weil.com
`WEIL, GOTSHAL & MANGES LLP
`201 Redwood Shores Parkway, 6th Floor
`Redwood Shores, CA 94065-1134
`Telephone: (650) 802-3000
`Facsimile: (650) 802-3100
`
`MARK C. HANSEN (pro hac vice)
`mhansen@kellogghansen.com
`KELLOGG, HANSEN, TODD, FIGEL & FREDERICK, P.L.L.C.
`1615 M Street, N.W., Suite 400
`Washington, D.C. 20036
`Telephone: (202) 326-7900
`Facsimile: (202) 326-7999
`
`Attorneys for Defendant META PLATFORMS, INC.
`
`(Additional Counsel Listed on Signature Page)
`
`
`UNITED STATES DISTRICT COURT
`
`NORTHERN DISTRICT OF CALIFORNIA
`
`SAN JOSE DIVISION
`
`Plaintiff,
`
`FEDERAL TRADE COMMISSION,
`
`
`v.
`
`META PLATFORMS, INC., et al.,
`
`
`
`
`Defendants.
`
`Case No. 5:22-cv-04325-EJD
`
`DEFENDANT META PLATFORMS, INC.’S
`ANSWER AND AFFIRMATIVE DEFENSES
`
`Dept.: Courtroom 4 – 5th Floor
`Judge: Honorable Edward J. Davila
`
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`DEFENSES
`
`
`
`
`CASE NO. 5:22-CV-04325-EJD
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 2 of 20
`
`
`
`ANSWER AND AFFIRMATIVE DEFENSES OF META PLATFORMS, INC.
`Defendant Meta Platforms, Inc. (“Meta”), by and through its undersigned attorneys, hereby
`answers Plaintiff Federal Trade Commission’s (“Plaintiff” or “FTC”) Complaint for a Temporary
`Restraining Order and Preliminary Injunction Pursuant to Section 13(b) of the Federal Trade
`Commission Act dated July 27, 2022 (the “Complaint”) as follows:
`INTRODUCTION
`Meta’s proposed acquisition of Within Unlimited, Inc. (“Within”) is good for consumers and for
`competition. Meta is investing billions of dollars in virtual reality (“VR”) in order to grow the VR
`ecosystem. Meta’s Quest headset is only one of many current and expected VR products, including those
`from global electronics leaders, such as Apple, ByteDance, Samsung, Sony, and others. Meta seeks to
`provide a robust, varied platform that appeals to a broad range of people, and to expand the platform
`beyond its initial focus on gaming. Its acquisition of Within will improve and expand fitness offerings,
`make the Quest headset more attractive to users, and increase opportunities for existing and new third-
`party developers, all to the benefit of consumers, developers, and the overall VR ecosystem. This is the
`kind of pro-competitive transaction that should be celebrated rather than challenged.
`The acquisition has been challenged here for improper reasons. Federal Trade Commission Chair
`Lina Khan brought with her to the Commission a preset agenda; she has stated consistently and in blunt
`terms that Meta should never be allowed to acquire any other company, regardless of the facts as to any
`such transaction – and without regard to governing law. She has also made repeated and disparaging
`references to Meta and its CEO, Mark Zuckerberg (whom she derides as “Marta Zuckerberg” in some
`of her published commentary). Ignoring the FTC staff who conducted a review of this transaction and
`determined that no enforcement action was warranted, Chair Khan engineered a 3-2 Commission vote
`to overrule the staff and bring this case, with hers the decisive vote. She now sits as a judge in the
`administrative case – which she has prejudged and cannot fairly adjudicate. Those administrative
`proceedings are irrevocably tainted by due process and federal ethics violations, and can never result in
`a legally valid decision.
`The FTC staff was entirely correct in finding no legitimate reason to bring this unprecedented
`action. The FTC’s theories are legally suspect and factually meritless. Its principal claim is based on
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`
`CASE NO. 5:22-CV-04325-EJD
`DEFENSES
`
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 3 of 20
`
`
`
`“potential competition” – Meta should not be allowed to acquire Within because Meta might otherwise
`compete on its own with Within’s product, Supernatural. The claim fails for numerous reasons. The
`alleged product market is artificial, excluding a wide range of competing fitness products on other
`platforms. Meta had no plan to create its own VR fitness product; indeed, it had rejected the idea as
`impractical, and Meta has no unique advantages in providing such a product – others are equally capable
`of doing so. And actual entry by strong competitors into the very markets the FTC alleges, as well as
`expected entry from others, precludes any colorable claim that Meta’s decision to compete by acquiring
`a VR fitness app – rather than developing one from scratch – could harm consumers, even on the FTC’s
`own suspect legal theory.
`The FTC’s backup theory – that combining Within’s Supernatural with Meta’s Beat Saber leads
`to too much power in an alleged “incidental fitness plus direct fitness” market – fails the straight-face
`test: Meta’s Beat Saber game is quite different from Supernatural’s fitness app, including in its product
`characteristics, pricing, audience, and just about any other aspect one could identify. Lumping them
`together and leaving out all the other games and other products on all the other platforms against which
`these two products compete makes no sense except as a thin rationalization for Chair Khan’s
`determination to block Meta acquisitions irrespective of the facts or the law.
`ANSWER
`Each paragraph below corresponds to the same-numbered paragraph in the Complaint. All
`allegations not expressly admitted are denied. Meta does not interpret the headings or preamble in the
`Complaint as well-pleaded allegations to which any response is required. To the extent a response is
`required to the headings or preamble, Meta denies all such allegations in the headings and preamble.
`Unless otherwise defined, capitalized terms refer to the capitalized terms defined in the Complaint, but
`any such use is not an acknowledgment or admission of any characterization the FTC may ascribe to the
`terms.
`
`1.
`Meta admits that it is seeking to acquire Within, the maker of Supernatural. Meta denies
`the remaining allegations contained in Paragraph 1.
`2.
`Meta admits that the Facebook, Instagram, Messenger and WhatsApp applications are
`referred to collectively as Meta’s “Family of Apps,” and Meta reported in its Securities and Exchange
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`2
`CASE NO. 5:22-CV-04325-EJD
`DEFENSES
`
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 4 of 20
`
`
`
`Commission (“SEC”) annual filing for the year ending December 31, 2021, that the “[f]amily monthly
`active people (MAP) was 3.59 billion” as of December 31, 2021. Meta further admits that on June 9,
`2022, the company formerly known as Facebook was renamed “Meta Platforms, Inc.” Meta denies the
`remaining allegations contained in Paragraph 2.
`3.
`Meta admits that it acquired Oculus VR, Inc. in 2014. Meta further admits that the Quest
`2 has been available for sale in the United States and worldwide since its launch in 2020. To the extent
`Plaintiff is quoting documents, Meta respectfully refers the Court to the documents for an accurate and
`complete statement of their contents. Meta denies the remaining allegations contained in Paragraph 3.
`4.
`Meta admits that the Quest Store is a distribution platform for VR software apps. Meta
`further admits that it acquired Beat Games, the developer of Beat Saber, in November 2019; that Beat
`Saber is the highest earning app on Meta’s Quest Store to date by revenue; and that Beat Saber’s revenue
`in 2021 was greater than the next five highest-grossing apps combined. Meta further admits that it owns
`other VR apps. Meta denies the remaining allegations contained in Paragraph 4.
`5.
`Meta denies the allegations contained in Paragraph 5.
`6.
`Meta denies the allegations contained in Paragraph 6.
`7.
`To the extent Plaintiff is quoting documents, Meta respectfully refers the Court to the
`documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 7.
`8.
`To the extent Plaintiff is quoting documents, Meta respectfully refers the Court to the
`documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 8.
`9.
`Meta denies the allegations contained in Paragraph 9.
`10. Meta denies the allegations contained in Paragraph 10.
`11. Meta denies the allegations contained in Paragraph 11.
`12. Meta denies the allegations contained in Paragraph 12.
`13. Meta denies the allegations contained in Paragraph 13.
`14.
`Paragraph 14 purports to state conclusions of law to which no response is required. To
`the extent a response is required, Meta denies the allegations contained in Paragraph 14.
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`3
`CASE NO. 5:22-CV-04325-EJD
`DEFENSES
`
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 5 of 20
`
`
`
`15.
`Paragraph 15 purports to state conclusions of law to which no response is required. To
`the extent a response is required, Meta denies the allegations contained in Paragraph 15.
`16.
`Paragraph 16 purports to state conclusions of law to which no response is required. To
`the extent a response is required, Meta denies the allegations contained in Paragraph 16.
`17.
`Paragraph 17 purports to state conclusions of law to which no response is required. To
`the extent a response is required, Meta denies the allegations contained in Paragraph 17.
`18.
`Paragraph 18 purports to state conclusions of law to which no response is required. To
`the extent a response is required, Meta respectfully refers the Court to 15 USC § 53(b) for an accurate
`and complete statement of its text.
`19.
`Paragraph 19 purports to state conclusions of law to which no response is required. To
`the extent a response is required, Meta denies the allegations contained in Paragraph 19.
`20.
`Paragraph 20 purports to state conclusions of law to which no response is required. To
`the extent a response is required, for purposes of this current action, Meta does not contest that venue in
`this district is proper.
`21.
`Paragraph 21 purports to state conclusions of law to which no response is required. To
`the extent a response is required, for purposes of this current action, Meta does not contest that
`assignment to the San Jose Division is proper.
`22.
`Paragraph 22 purports to state conclusions of law to which no response is required. To
`the extent a response is required, Meta admits the allegations contained in Paragraph 22 but denies that
`the FTC is authorized under Section 7 of the Clayton Act, 15 U.S.C. § 18, or Section 5 of the FTC Act,
`15 U.S.C. § 45, to proceed in this case.
`23. Meta admits that it is a publicly traded company organized under the laws of Delaware
`with headquarters in Menlo Park, California; that it develops and sells VR and other extended reality
`hardware and software through its Reality Labs division; and that Meta reported its Reality Labs division
`generated $2,274 million in revenue in 2021 and $1,139 million in revenue in 2020, which it recorded
`in its SEC annual filing for the year ending December 31, 2021. Meta also admits that it offers for sale
`the Quest 2 VR headset, which is Meta’s best-selling VR hardware product to date by units sold, and
`
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`DEFENSES
`
`
`4
`
`CASE NO. 5:22-CV-04325-EJD
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 6 of 20
`
`
`
`that it acquired Beat Games, the creator of Beat Saber, in 2019, which is Meta’s best-selling VR software
`product to date by revenue. Meta denies the remaining allegations contained in Paragraph 23.
`24. Meta admits that Mark Zuckerberg is the founder, Chairman, CEO and controlling
`shareholder of Meta and that Mr. Zuckerberg maintains an office at 1601 Willow Road, Menlo Park,
`California, 94025. Meta denies the remaining allegations contained in Paragraph 24.
`25.
`Paragraph 25 purports to state conclusions of law to which no response is required. To
`the extent a response is required, Meta avers that it lacks knowledge or information sufficient to form a
`belief as to the truth of the allegations contained in Paragraph 25, and therefore denies the same.
`26. Meta admits that on October 22, 2021, Meta and Within entered into an agreement and
`plan of merger, pursuant to which Meta would acquire all shares of Within.
`27. Meta denies the allegations contained in Paragraph 27.
`28. Meta admits that the VR industry is currently characterized by a high degree of innovation
`and growth. Meta denies the remaining allegations contained in Paragraph 28.
`29. Meta admits that users may experience VR through a headset with displays in front of
`each eye. To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court to
`the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 29.
`30. Meta admits that its best-selling VR headset to date by unit measurement is the Quest 2.
`Meta avers that it lacks knowledge or information sufficient to form a belief as to the truth of the
`purported industry source estimates, and therefore denies the same. Meta denies the remaining
`allegations contained in Paragraph 30.
`31. Meta admits that the Meta Quest Store, App Lab, Valve’s Steam Store, and SideQuest
`are application stores where users can download applications and content. Meta avers that it lacks
`knowledge or information sufficient to form a belief as to the truth of the allegations concerning how
`users get apps for VR headsets, and therefore denies the same. Meta denies the remaining allegations
`contained in Paragraph 31.
`32. Meta admits that VR software and studio companies, including Within, develop apps that
`run on VR headsets. Meta denies the remaining allegations contained in Paragraph 32.
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`5
`CASE NO. 5:22-CV-04325-EJD
`DEFENSES
`
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 7 of 20
`
`
`
`33.
`To the extent Plaintiff is quoting documents, Meta respectfully refers the Court to the
`documents for an accurate and complete statement of their contents. Meta admits that it acquired Beat
`Games, the developer of Beat Saber, in November 2019, and that since 2019 Beat Saber has been the
`top-grossing app on Meta’s Quest Store by revenue. Meta denies the remaining allegations contained in
`Paragraph 33.
`34. Meta admits that it has acquired the studios cited in Paragraph 34. Meta denies the
`remaining allegations contained in Paragraph 34.
`35. Meta admits that it has developed and released Horizon Worlds, Horizon Workrooms,
`Horizon Venues, and Horizon Home. Meta denies the remaining allegations contained in Paragraph 35.
`36.
`To the extent Plaintiff is quoting documents, Meta respectfully refers the Court to the
`documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 36.
`37. Meta denies the allegations contained in Paragraph 37.
`38. Meta denies the allegations contained in Paragraph 38.
`39. Meta denies the allegations contained in Paragraph 39.
`40. Meta denies the allegations contained in Paragraph 40.
`41. Meta avers that it lacks knowledge or information sufficient to form a belief as to the
`truth of the purported rankings by third parties, and therefore denies the same. Meta denies the remaining
`allegations contained in Paragraph 41.
`42. Meta avers that it lacks knowledge or information sufficient to form a belief as to the
`truth of the allegations concerning industry participants, and therefore denies the same. Meta denies the
`remaining allegations contained in Paragraph 42.
`43. Meta denies the allegations contained in Paragraph 43.
`44. Meta denies the allegations contained in Paragraph 44.
`45. Meta denies the allegations contained in Paragraph 45.
`46.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 46.
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`DEFENSES
`
`
`CASE NO. 5:22-CV-04325-EJD
`
`6
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 8 of 20
`
`
`
`47. Meta admits that as of August 26, 2022, consumers can purchase a Supernatural Annual
`Membership for $179.99/year or a Supernatural Monthly Membership for $18.99/month on Meta’s
`Quest Store. Meta avers that it lacks knowledge or information sufficient to form a belief as to the truth
`of the allegations concerning third parties contained in Paragraph 47, and therefore denies the same.
`Meta denies the remaining allegations contained in Paragraph 47.
`48. Meta denies the allegations contained in Paragraph 48.
`49. Meta denies the allegations contained in Paragraph 49.
`50. Meta denies the allegations contained in Paragraph 50.
`51. Meta denies the allegations contained in Paragraph 51.
`52. Meta denies the allegations contained in Paragraph 52.
`53.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 53.
`54. Meta avers that it lacks knowledge or information sufficient to form a belief as to the
`truth of the allegations contained in Paragraph 54, and therefore denies the same.
`55.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 55.
`56.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 56.
`57.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 57.
`58. Meta avers that it lacks knowledge or information sufficient to form a belief as to the
`truth of the allegations concerning unidentified studies, and therefore denies the same. Meta denies the
`remaining allegations contained in Paragraph 58.
`
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`DEFENSES
`
`
`7
`
`CASE NO. 5:22-CV-04325-EJD
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 9 of 20
`
`
`
`59. Meta avers that it lacks knowledge or information sufficient to form a belief as to the
`truth of the allegations concerning unidentified industry participants, and therefore denies the same. Meta
`denies the remaining allegations contained in Paragraph 59.
`60. Meta denies the allegations contained in Paragraph 60.
`61.
`Paragraph 61 purports to state conclusions of law to which no response is required. To
`the extent a response is required, Meta respectfully refers the Court to the 2010 U.S. Department of
`Justice and Federal Trade Commission Horizontal Merger Guidelines for an accurate and complete
`statement of its contents.
`62.
`Paragraph 62 purports to state conclusions of law to which no response is required. To
`the extent a response is required, Meta respectfully refers the Court to the 2010 U.S. Department of
`Justice and Federal Trade Commission Horizontal Merger Guidelines for an accurate and complete
`statement of its contents.
`63.
`Paragraph 63 purports to state conclusions of law to which no response is required. To
`the extent a response is required, Meta respectfully refers the Court to the 2010 U.S. Department of
`Justice and Federal Trade Commission Horizontal Merger Guidelines for an accurate and complete
`statement of its contents.
`64. Meta denies the allegations contained in Paragraph 64.
`65.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 65.
`66. Meta denies the allegations contained in Paragraph 66.
`67. Meta denies the allegations contained in Paragraph 67.
`68. Meta denies the allegations contained in Paragraph 68.
`69. Meta denies the allegations contained in Paragraph 69.
`70.
`To the extent that Plaintiff is quoting from the 2010 U.S. Department of Justice and
`Federal Trade Commission Horizontal Merger Guidelines, Meta respectfully refers the Court to the same
`for an accurate and complete statement of its contents. Meta denies the remaining allegations contained
`in Paragraph 70.
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`DEFENSES
`
`
`CASE NO. 5:22-CV-04325-EJD
`
`8
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 10 of 20
`
`
`
`71. Meta denies the allegations contained in Paragraph 71.
`72. Meta admits that it reported in Meta’s SEC annual filing for the year ending December
`31, 2021, that its costs and expenses relating to Reality Labs were $12,467 million for the year ending
`December 31, 2021, and $7,762 million for the year ending December 31, 2020. Meta further admits
`that it reported in Meta’s SEC quarterly filing for the three months ending March 31, 2022, that its costs
`and expenses relating to Reality Labs were $3,655 million. Meta denies the remaining allegations
`contained in Paragraph 72.
`73. Meta denies the allegations contained in Paragraph 73.
`74. Meta admits that it reported in Meta’s SEC annual filing for the year ending December
`31, 2021, that its total income from operations for the year ending December 31, 2021 was $46,753
`million, and that the costs and expenses relating to Reality Labs for the year ending December 31, 2021
`were $12,467 million.
`75. Meta admits that it continues to add features and content to the apps it has already
`released; that it continues to develop and release new apps; and that Meta has previously developed VR
`apps. Meta avers that it lacks knowledge or information sufficient to form a belief as to the truth of the
`allegations concerning third parties, and therefore denies the same. The remaining allegations contained
`in Paragraph 75 are vague and imprecise, and Meta therefore denies them on that basis.
`76.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 76.
`77. Meta admits that it has previously developed VR apps. Meta denies the remaining
`allegations contained in Paragraph 77.
`78. Meta admits that it developed Oculus Move, which among other things allows users to
`track certain fitness-related metrics while using the Quest 2.
`79. Meta admits that it owns seven VR development studios and that it employed
`approximately 10,000 employees within its Reality Labs division as of March 2021. Meta denies the
`remaining allegations contained in Paragraph 79.
`80. Meta denies the allegations contained in Paragraph 80.
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`9
`DEFENSES
`
`
`CASE NO. 5:22-CV-04325-EJD
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 11 of 20
`
`
`
`81. Meta admits that it determines what content is featured on Meta’s Quest Store. Meta
`denies the remaining allegations contained in Paragraph 81.
`82. Meta admits that the company name changed to “Meta Platforms, Inc.” in October 2021.
`Meta denies the remaining allegations contained in Paragraph 82.
`83. Meta denies the allegations contained in Paragraph 83.
`84.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 84.
`85.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 85.
`86.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 86.
`87.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 87.
`88. Meta denies the allegations contained in Paragraph 88.
`89.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 89.
`90. Meta denies the allegations contained in Paragraph 90.
`91.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 91.
`92.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 92.
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`DEFENSES
`
`
`CASE NO. 5:22-CV-04325-EJD
`
`10
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 12 of 20
`
`
`
`93.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta admits that Meta
`developed “FitBeat” as a track for Beat Saber. Meta denies the remaining allegations contained in
`Paragraph 93.
`94. Meta admits that Beat Saber includes a 360-degree mode where targets come from all
`sides and a no-fail mode that allows users to complete tracks despite missing blocks. To the extent that
`Plaintiff is quoting from documents, Meta respectfully refers the Court to the documents for an accurate
`and complete statement of their contents. Meta denies the remaining allegations contained in Paragraph
`94.
`
`95.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 95.
`96.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 96.
`97. Meta admits that the internal codename for the proposed acquisition of Within was
`“Project Eden.” Meta denies the remaining allegations contained in Paragraph 97.
`98. Meta admits that the former head of product for Supernatural is currently employed by
`Meta. Meta denies the remaining allegations contained in Paragraph 98.
`99.
`To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 99.
`100. To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 100.
`101. Meta denies the allegations contained in Paragraph 101.
`102. Meta denies the allegations contained in Paragraph 102.
`103. Meta denies the allegations contained in Paragraph 103.
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`11
`DEFENSES
`
`
`CASE NO. 5:22-CV-04325-EJD
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 13 of 20
`
`
`
`104. Meta denies the allegations contained in Paragraph 104.
`105. Meta denies the allegations contained in Paragraph 105.
`106. Meta denies the allegations contained in Paragraph 106.
`107. To the extent Plaintiff is referring to Meta’s earnings report, Meta respectfully refers the
`Court to the earnings report for an accurate statement of its contents. Meta denies the remaining
`allegations contained in Paragraph 107.
`108. Meta avers that it lacks knowledge or information sufficient to form a belief as to the
`truth of the allegations contained in Paragraph 108, and therefore denies the same.
`109. To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 109.
`110. Meta admits that the former head of product for Supernatural is currently employed by
`Meta. Meta denies the remaining allegations contained in Paragraph 110.
`111. Meta avers that it lacks knowledge or information sufficient to form a belief as to the
`truth of the allegations concerning Within’s view of competition, and therefore denies the same. Meta
`denies the remaining allegations contained in Paragraph 111.
`112. To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 112.
`113. To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 113.
`114. To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 114.
`115. To the extent that Plaintiff is quoting from documents, Meta respectfully refers the Court
`to the documents for an accurate and complete statement of their contents. Meta denies the remaining
`allegations contained in Paragraph 115.
`DEFENDANT’S ANSWER AND AFFIRMATIVE
`DEFENSES
`
`
`CASE NO. 5:22-CV-04325-EJD
`
`12
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 5:22-cv-04325-EJD Document 84 Filed 08/26/22 Page 14 of 20
`
`
`
`116. Meta avers that it lacks knowledge or information sufficient to form a belief as to the
`truth of the allegations concerning Within’s development strategy, and therefore denies the same. Meta
`denies the remaining allegations contained in Paragraph 116.
`117. Meta avers that it lacks knowledge or information sufficient to form a belief as to the
`truth of the allegations concerning Within’s view of competition, and therefore denies the same. Meta
`denies the remaining allegations contained in Paragraph 117.
`118. Meta avers that it lacks knowledge or information sufficient to form a belief as to the
`truth of the allegations concerning Within’s view of competition, and therefore denies the same. Meta
`denies the remaining allegations contained in Paragraph 118.
`119. To the extent that Plaintiff is relying on public webpage(s), Meta respectfully refers the
`Court to the webpage(s) for an accurate and complete statement of their contents. Meta denies the
`remaining alle