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`UNITED STATES PATENT AND TRADEMARK OFFICE
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`BEFORE THE PATENT TRIAL AND APPEAL BOARD
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`Under Armour Inc.
`Petitioner
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`v.
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`adidas AG,
`Patent Owner
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`
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`Case No. IPR2015-00698
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`Patent No. 8,092,345
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`DECLARATION OF LYNNE J. WEBER, PH.D.
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`Patent Owner adidas AG
`Exhibit 2044 - Page 1 of 9
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`1.
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`I am over eighteen years of age, and I would otherwise be competent
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`to testify to the matters set forth herein if I am called upon to do so.
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`2.
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`I have prepared this Declaration for consideration by the Patent Trial
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`and Appeal Board in the Inter Partes Review of U.S. Patent No. 8,092,345 (“the
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`’345 patent”).
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`3.
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`I have written this Declaration at the request of and have been retained
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`by Patent Owner adidas AG (“adidas” or “Patent Owner”) through its counsel,
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`Kilpatrick Townsend & Stockton LLP in connection with the above-captioned
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`Inter Partes Review.
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`4.
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`I am a Managing Director in the Silicon Valley office of Duff &
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`Phelps, LLC. Duff & Phelps is a global valuation and corporate finance advisory
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`firm, with expertise in complex valuation, dispute consulting, M&A and
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`restructuring. Duff & Phelps has more than 1,000 employees serving clients
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`worldwide through offices in North America, Europe and Asia.
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`5.
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`Duff & Phelps is being compensated for my time in this matter at the
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`rate of approximately $625 per hour. My expenses arising from my involvement
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`in this matter are being reimbursed. No portion of my fees is dependent upon the
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`outcome of this matter.
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`6.
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`I have more than 30 years of professional experience in market
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`analysis, market research, market modeling, strategy consulting, and quantitative
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`2
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`Patent Owner adidas AG
`Exhibit 2044 - Page 2 of 9
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`analysis. I work cross-industry and have led engagements in dozens of industries.
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`I have led more than 200 strategy analysis consulting engagements in which I have
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`supported my clients’ marketing, business, or merger & acquisition (M&A)
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`decisions. My market research experience includes managing more than 200
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`market research studies involving phone, web, mail, email, focus group, personal,
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`in-store, and central site interviews, conducted in the U.S., Canada, Europe and
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`Asia.
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`7.
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`My education includes a Ph.D. in Operations Research and a Master’s
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`degree in Statistics, both from Stanford University, and a Bachelor’s degree in
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`Mathematics from Cornell University.
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`8.
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`A lengthier description of my education, professional history and
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`qualifications is set forth in my curriculum vitae, a copy of which was attached as
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`Appendix A hereto.
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`9.
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`On or before August 22, 2015, I or my staff under my direction visited
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`the webpage
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`http://www.runningshoesguru.com/2014/12/the-10-best-running-
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`apps-for-android-for-2015/ and reviewed the article appearing on that webpage. I
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`have or my staff has reviewed Exhibit 2020 and it is a true and correct copy of the
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`article appearing on that webpage.
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`10.
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`In my experience, the webpage shown in Exhibit 2020 provides
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`information considered by individuals in my industry performing market analysis,
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`Patent Owner adidas AG
`Exhibit 2044 - Page 3 of 9
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`market research, and/or market modeling. This source provides industry-specific
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`information; those in my field would frequently make use of similar industry-
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`specific websites.
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`11.
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`I have or my staff has reviewed Exhibit 2009, a Company Report
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`published from Sterne Agee entitled “Under Armour Inc., 2Q15 Preview: Spieth,
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`Vonn, and Curry, Oh My. UA’s brand is stronger than ever” dated July 14, 2015.
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`Sterne Agee is a financial services firm that, among other things, reports on the
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`projected financial performance for publicly traded companies. Stern Agee reports
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`are available to Duff & Phelps employees through our subscription to Capital IQ, a
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`financial information and research provider used by many research firms in my
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`industry. Duff & Phelps employees regularly review publications from Sterne
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`Agee to support our consulting services. Exhibit 2009 it is a true and correct copy
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`of the Company Report for Under Armour Inc. dated July 14, 2015.
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`12.
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`I hereby declare that statements made herein of my own knowledge
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`are true and that all statements made on information and belief are believed to be
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`true; and further that these statements were made with the knowledge that willful
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`false statements and the like so made are punishable by fine or imprisonment, or
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`both, under Section 1001 of Title 18 of the United States Code.
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`13.
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`I declare under penalty of perjury that the foregoing is true and
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`correct.
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`Patent Owner adidas AG
`Exhibit 2044 - Page 4 of 9
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`Executed on December 8, 2015
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`Lynne Weber, Ph.D.
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`Managing Director
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`Duff & Phelps, LLC
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`Patent Owner adidas AG
`Exhibit 2044 - Page 5 of 9
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`Appendix A: CV of Lynne J. Weber, Ph.D.
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`Dr. Lynne Weber is a Managing Director in the Silicon Valley office of Duff &
`Phelps, LLC. She has more than 30 years of consulting experience, with expertise
`in strategy analysis, market research, statistics, data analytics, econometrics,
`forecasting, and risk assessment. She has served as an expert regarding market
`research surveys, statistics, econometrics, market analyses, pricing, and "but for"
`projections.
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`Professional and Business Experience
` Managing Director, Duff & Phelps (2005 – present)
` Managing Director, Standard & Poor’s (2001 – 2005)
` Principal, PricewaterhouseCoopers LLP (1998 – 2001)
` Principal, Applied Decision Analysis, Inc. (1985 – 1998)
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`Examples of Engagement Experience
` Strategic Value Advisory. Has led more than 200 engagements involving
`analysis of marketing, pricing, product development, product design, product
`line, distribution channel, bundling, partnering, segmentation, advertising,
`customer satisfaction and/or business strategies, often via development of
`models to forecast customer response to, and/or revenues of, new and existing
`offerings and technologies under “What if…” scenarios.
` Market Research. Has led more than 200 market research studies, using phone,
`online, mail, email, focus group and personal interviewing methodologies,
`conducted in US, Canada, Europe and Asia, with consumers, B2B customers,
`and channels. Has conducted numerous surveys to measure demand for
`products & features, price sensitivity, inertia, brand value, feature value, usage
`of features and consumables, attitudes, behaviors, response to messaging, and
`perceptions. Has moderated hundreds of focus groups.
` Litigation Support. Provides expert reports and testimony in complex
`commercial litigation. Has served as an expert on patent, contract, false
`advertising, trademark, anti-trust, product liability and shareholder disputes,
`regarding: projections of lost sales; econometrics; statistics; pricing; market
`analyses; and surveys to measure customer choice, willingness-to-pay,
`switching propensity, usage, and importance of product features and brand.
` Strategic Planning. Assists clients with strategy valuation/selection and with
`implementation of best practice planning processes. Has led workshops to
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`Patent Owner adidas AG
`Exhibit 2044 - Page 6 of 9
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`identify creative strategic alternatives for business growth, acquisition,
`divestiture, market entry, big M marketing strategy, and/or operational strategy.
` Commercial Due Diligence. Has assessed the achievability of projected M&A
`results, and the impact of deal terms, in light of market research, historical
`performance, comparables, competitive positioning, and market trends.
` Econometrics. Has used government, client and third party databases,
`leveraging data such as historical financials, employment, consumer sentiment,
`exports, imports, consumer spend and/or industry-specific revenues, unit sales,
`prices, production, web searches, and/or analyst or economist forecasts of these
`variables, to forecast (or estimate in a "but for" world) sales, prices, production,
`market share, losses and other financials. Has estimated the impact of alleged
`collusive behavior on price. Has developed econometric models in more than a
`dozen industries.
` Statistics. Has led statistical analyses or data analytics engagements to project
`the following from statistical samples: demand, usage, defect rates, product
`failure rates, warranty expenses, foreign exchange rates, commodity prices;
`manufacturing capacity, supply, telemarketing success, collections, unclaimed
`property, R&D tax credits, and going concern audit opinions.
` Business and IP Valuation. Has developed financial projections and/or
`expected cash flows for evolving markets, R&D investments and patent
`portfolios, to support business valuations, M&A, and tax valuations.
` Valuation of Contingent Assets & Liabilities. Has valued contingent
`consideration (e.g. earn-outs and performance incentives, commonly found in
`M&A deals related to young/growth companies, pre-launch products and
`services companies) on more than seventy transactions. Has valued liabilities
`arising from contingencies such as guarantees, warranties, and indemnifications
`for financial reporting purposes.
` Operations Value Advisory. Has helped clients determine profitability by
`product line and allocate resources to improve manufacturing, telemarketing,
`prospect targeting, and service/support operations.
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`Selected Publications and Presentations
`“Patent Values and Litigation: The New Normal?” (with C. Bakewell, et al.),
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`Licensing Executives Society MCLE, Feb 2015.
`“Survey Says!” (with T. Britven), Licensing Executives Society MCLE, June
`2013.
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`Patent Owner adidas AG
`Exhibit 2044 - Page 7 of 9
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`“Lessons Learned in Valuing Contingent Consideration” (with G. Raichart),
`Financial Executive, May 2012.
`“Best Practices in Warranty Modeling from a Finance Point of View”,
`Warranty Chain Management Conference, March 2012.
`“The Happy Divorce” (with G. Raichart), The Deal, August 2011.
`“Going Concern” (with J. Palmer), Accountancy Magazine, Dec 2010.
`“Valuing Contingent Consideration under SFAS 141R, Business Combinations”
`(with R. Schwartz) in Business Valuation Review Vol 28, No. 2, 2009. Related
`presentations at American Society of Appraisers (ASA), Financial Executives
`International (FEI) and AGN Conferences in 2009-2012. Articles in FEI San
`Diego and Boston chapter newsletters, 2009.
`“Valuation of Contingent Assets and Liabilities under FAS 141R”: Business
`Valuation Resources Conference 2009, FEI Conference 2008, and (with G.
`Franceschi & R. Schwartz), ASA Fair Value Conference 2008.
`“Valuing a License” (with S. Columbia), Suffolk University Law School CLE
`Program on Licensing: Seizing Opportunities and Mitigating Risks, 2007.
`“Winning with Better Forecasts” (with A. Cody), in Mergers & Acquisitions
`Journal, Nov 2007.
`“Forecasting without Looking in the Rearview Mirror”, INFORMS Roundtable
`Winter Meeting, 2006.
`“Integrating Market Research and New Product Development”, Frost &
`Sullivan's Advanced Marketing Research Executive Summit, 2005.
`“Optimizing the Design of Service Businesses”, Computer Market Analysis
`Group (CMAG) Conference, 2005.
`“Do You Partner Smart? Valuing Strategic Alternatives”, Frost & Sullivan's
`Healthcare Opportunities 2003 Executive Summit, 2003.
`“Forecasting the Market for New Technologies”, CMAG Conference, 2002.
`“Manufacturing Strategy in an Uncertain World” (with C. Rice), Proceedings
`IIR Conference on Strategic Planning for Clinical and Commercial
`Manufacturing of Biopharmaceuticals, and Proceedings of the Bay Area
`BioScience Center Gene Acres Conference, 2002.
`“Global Economic Briefing: Tailoring Marketing Strategies to Counter
`Business Effects of Current Trends”, Frost & Sullivan’s Conference on
`Essential Marketing Strategies for the New Economy, 2001.
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`Patent Owner adidas AG
`Exhibit 2044 - Page 8 of 9
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`Education
`Ph.D. - Operations Research, Stanford University
`M.S. - Statistics, Stanford University
`B.A. - Math, Cornell University
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`Professional Affiliations
`Institute for Operations Research and Management Sciences (INFORMS)
`American Bar Association, Associate Member
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`Patent Owner adidas AG
`Exhibit 2044 - Page 9 of 9