UNITED STATES PATENT AND TRADEMARK OFFICE
`
`
`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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`Case No. IPR2015-00698
`U.S. Patent No. 8,092,345
`
`PETITIONER’S MOTION TO EXPUNGE CONFIDENTIAL
`INFORMATION FROM THE RECORD
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`BEFORE THE PATENT TRIAL AND APPEAL BOARD
`
`
`
`
`
`
`
`UNDER ARMOUR, INC.
`Petitioner,
`
`
`
`v.
`
`
`
`ADIDAS AG,
`Patent Owner.
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`
`
`
`
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`
`
`
`Case No. IPR2015-00698
`U.S. Patent No. 8,092,345
`
`PETITIONER’S MOTION TO EXPUNGE CONFIDENTIAL
`INFORMATION FROM THE RECORD
`
`
`
`
`
`
`
`
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`
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`
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`
`
`1006
`
`1013
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`EXHIBIT LIST
`
`Exhibit
`Description
`Number
`1001 U.S. Patent No. 8,092,345 to Ellis et al.
`1002 Docket Report for Civil Action No. 1:14-cv-00130-GMS (excerpt)
`1003
`Expert Declaration of Dr. Joseph Paradiso
`1004 U.S. Patent No. 6,513,532 to Mault et al.
`1005 U.S. Patent No. 6,321,158 to DeLorme et al.
`Ari T. Adler, A Cost-Effective Portable Telemedicine Kit for Use in
`Developing Countries (May 2000) (M.S. thesis, Massachusetts Institute
`of Technology) (on file with MIT Libraries) (“Telemedicine Kit”)
`1007 U.S. Patent no. 6,790,178 to Mault et al.
`1008 NavTalk™ Cellular Phone/GPS Receiver, Owner’s Manual and
`Reference Guide (January 2000)
`1009
`Toshiba Satellite 2530CDS Product Specifications (February 2000)
`1010 U.S. Patent No. 5,864,870 to Guck et al.
`1011
`Reply Expert Declaration of Dr. Joseph Paradiso
`Transcript of February 5, 2016 deposition of Dr. William Michalson in
`1012
`IPR2015-00698
`MapMyFitness, Inc.’s non-infringement contentions (Excerpt of
`Defendant MapMyFitness, Inc.’s Supplemental Objections and
`Responses to Plaintiffs’ First Set of Interrogatories (Nos. 3, 6-12))
`Expert Declaration of Julie Davis
`Biography of Zac Garthe
`Biography of Robert T. Vlasis
`Transcript of October 21-22, 2015 deposition of Dr. William Michalson
`(Part I)
`Transcript of October 21-22, 2015 deposition of Dr. William Michalson
`(Part II)
`Petitioner’s September 9, 2015 Responses to Patent Owner’s
`Objections to Admissibility of Evidence
`Santarus, Inc. v. Par Pharmaceutical, Inc., No. 07-551 (GMS),
`Document 163 (D. Del. June 26, 2009)
`Excerpt of transcript of February 5, 2016 deposition of Dr. William
`1021
`Michalson in IPR2015-00700
`1022 April 21, 2016 Email From Trials@USPTO.GOV
`
`1014
`1015
`1016
`1017
`
`1018
`
`1019
`
`1020
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`Pursuant to 37 C.F.R. § 42.56, Petitioner Under Armour, Inc. (“Under
`
`Armour”) respectfully submits this motion to expunge certain documents filed
`
`under seal containing confidential information from the record. Specifically,
`
`Petitioner requests that sealed versions of Exhibits 1011, 1014, 2025, 2026, 2027,
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`2028, 2029, 2039, and 2040, and Paper Nos. 27, 42, 44, 45, 51, 54, 56, 57, 58, and
`
`62, be expunged from the record.
`
`I.
`
`
`Background
`
`On February 16, 2016, Petitioner submitted its Reply to Patent Owner’s
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`Response to Under Armour Inc.’s Petition for Inter Partes Review, including
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`redacted (Paper No. 26) and sealed (Paper No. 27) versions. In support of its
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`Reply, Petitioner submitted sealed and redacted versions of declarations from
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`Joseph Paradiso (Ex. 1011) and Julie Davis (Ex. 1014). Dr. Paradiso’s and Ms.
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`Davis’s declarations contain highly-confidential technical, financial, and marketing
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`information concerning Petitioner’s MapMyFitness, UA Record, and Armour39
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`products and services. Petitioner’s Reply incorporates the confidential information
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`contained in the declarations of Dr. Paradiso and Ms. Davis. Along with its Reply,
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`Petitioner also filed an unopposed combined motion to seal Paper No. 27 and
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`Exhibits 1011 and 1014. Paper No. 25.
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`
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`On March 21, 2016, Patent Owner took the deposition of Ms. Davis. The
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`transcript of Ms. Davis’s deposition (Ex. 2025) contains testimony regarding
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`confidential information submitted with Petitioner’s Reply and supporting exhibits,
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`including Ms. Davis’s confidential declaration (Ex. 1014), as well as other
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`confidential technical, financial, and marketing information of Petitioner’s
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`products and services. Exhibits introduced and discussed during this deposition
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`include deposition transcripts of Petitioner’s employees from a then co-pending
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`district court litigation, all of which were designated confidential under a
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`protective order entered by the Federal District Court of Delaware. Ex. 2026-2029.
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`
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`On April 1, 2016, Patent Owner took the deposition of Dr. Paradiso.
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`Portions of the transcript of Dr. Paradiso’s deposition (Ex. 2039) contain testimony
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`regarding confidential information submitted with Petitioner’s Reply and
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`supporting exhibits, including Dr. Paradiso’s confidential declaration (Ex. 1011),
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`as well as other confidential technical information of Petitioner’s products and
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`services. An exhibit introduced and discussed during this deposition includes a
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`deposition transcript of Petitioner’s employee (William Quast) from a then co-
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`pending district court litigation. Ex. 2040. This deposition transcript was
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`designated confidential under a protective order entered by the Federal District
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`Court of Delaware. Id.
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`
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`On April 8, 2016, Patent Owner submitted its Motion to Exclude Evidence,
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`including redacted (Paper No. 43) and sealed (Paper No. 42) versions. This
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`Motion to Exclude discusses and quotes the confidential declaration of Ms. Davis
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`2
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`(Ex. 1014), the confidential deposition transcript of Ms. Davis (Ex. 2025),
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`confidential deposition transcripts of Petitioner employees Chris Glode (Ex. 2026)
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`and Scott Laing (Ex. 2027), and Petitioner’s confidential Reply (Paper No. 27).
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`Along with its Motion to Exclude, Patent Owner also filed its Motion for
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`Observation Regarding Cross-Examination of Reply Witness Joseph Paradiso
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`(Paper No. 44) and its Motion for Observation Regarding Cross-Examination of
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`Reply Witness Julie Davis (Paper No. 45), both of which were filed under seal.
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`These Motions for Observation discuss and incorporate the confidential
`
`depositions transcripts of Dr. Paradiso (Ex. 2039) and Ms. Davis (Ex. 2025),
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`respectively. Contemporaneous with these filings, Patent Owner also filed an
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`unopposed combined motion to seal its Motion to Exclude (Paper No. 42), its
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`Motions for Observation (Paper Nos. 44 and 45), and Exhibits 2025-2029, 2039,
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`and 2040. Paper 41.
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`
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`On April 20, 2016, Patent Owner submitted its Response in Opposition to
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`Petitioner’s Motion to Exclude, including redacted (Paper No. 50) and sealed
`
`(Paper No. 51) versions. This Response to the Motion to Exclude discusses
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`confidential information from the confidential deposition transcripts of Ms. Davis
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`(Ex. 2025). Along with its Response to the Motion to Exclude, Patent Owner filed
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`an unopposed motion to seal Paper No. 51. See Paper No. 49.
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`3
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`Also on April 20, 2016, Petitioner submitted its Opposition to Patent
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`Owner’s Motion to Exclude, including redacted (Paper No. 53) and sealed (Paper
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`No. 54) versions. This Opposition to the Motion to Exclude discusses and
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`incorporates the confidential declaration of Ms. Davis (Ex. 1014), the confidential
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`deposition transcript of Ms. Davis (Ex. 2025), and Patent Owner’s confidential
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`Motion to Exclude (Paper No. 42). Along with its Opposition to the Motion to
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`Exclude, Petitioner also filed its Response to Patent Owner’s Motion for
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`Observation on Cross-Examination of Reply Witness Joseph Paradiso, including
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`redacted (Paper No. 55) and sealed (Paper No. 56) versions, and a sealed version of
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`its Response to Patent Owner’s Motion for Observation on Cross-Examination of
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`Reply Witness Julie Davis (Paper No. 57). These Oppositions to the Motions for
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`Observation discuss and incorporate the confidential deposition transcripts of Dr.
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`Paradiso (Ex. 2039) and Ms. Davis (Ex. 2025), respectively. Contemporaneous
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`with these filings, Patent Owner also filed an unopposed combined motion to seal
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`its Opposition to the Motion to Exclude (Paper No. 54) and its Oppositions to the
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`Motions for Observation (Paper Nos. 56 and 57). Paper No. 52.
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`
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`Also on April 20, 2016, Patent Owner contacted the Board to request
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`permission to file a “corrected version” of the Motion for Observation Regarding
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`the Cross-Examination of Reply Witness Julie Davis. See Exhibit 1022, attached
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`hereto. As Patent Owner explained, the Motion for Observation previously
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`4
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`submitted under seal (Paper No. 45) did not have clear numbering. See Ex. 1022.
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`On April 21, 2016, the Board authorized Patent Owner to file the corrected
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`version. See id. The corrected version was filed as Paper No. 58. Although the
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`“only change” made to Paper No. 45 was “to provide the observation numbers”
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`(see Ex. 1022), Paper No. 58 was not entered into the record under seal. Like
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`Paper No. 45, Paper No. 58 discusses and incorporates the confidential deposition
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`transcript of Ms. Davis (Ex. 2025).
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`
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`On April 26, 2016, Patent Owner submitted its Reply in Support of Its
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`Motion to Exclude Evidence, including redacted (Paper No. 63) and sealed (Paper
`
`No. 62) versions. This Reply to the Motion to Exclude discusses and incorporates
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`the confidential declaration of Ms. Davis (Ex. 1014), the confidential deposition
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`transcript of Ms. Davis (Ex. 2025), Patent Owner’s confidential Motion to Exclude
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`(Paper No. 42), and Petitioner’s confidential Opposition to the Motion to Exclude
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`(Paper No. 54). Along with its Reply to the Motion to Exclude, Patent Owner also
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`filed an unopposed motion to seal Paper No. 62. See Paper No. 61.
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`
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`On May 9, 2016, the Board entered an Order terminating this inter partes
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`review proceeding. (Paper No. 68). In its Termination Order, the Board did not
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`discuss or address any confidential information contained in Exhibits 1011, 1014,
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`2025-2029, 2039, and 2040, Petitioner’s Reply (Paper No. 27) , the briefing on
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`Petitioner’s Motion to Exclude (Paper No. 51), the briefing on Patent Owner’s
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`5
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`Motion to Exclude (Paper Nos. 42, 54, 62), or the briefing on Patent Owner’s
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`Motions for Observation on Cross-Examination (Paper Nos. 44, 45, 56, 57, and
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`58).
`
`II. Documents Containing Petitioner’s Confidential Information Should Be
`Expunged from the Record
`
`
`
`This motion is authorized by section 42.56, which states that “[a]fter denial
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`of a petition to institute a trial or after final judgment in a trial, a party may file a
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`motion to expunge confidential information from the record.” 37 C.F.R. § 42.56.
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`The Rules of Practice for Trial Before the Patent Trial and Appeal Board (“Rules
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`Patent Owner’s Motion to Expunge Confidential Information from the Record of
`
`Practice”) provide that:
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`Confidential information that is subject to a protective order ordinarily
`will become public 45 days after denial of a petition to institute a trial
`or 45 days after final judgment in a trial. Section 42.56 allows a party
`to file a motion to expunge from the record confidential information
`prior to the information becoming public.
`
`77 Fed. Reg. 48,612, 48,623 (Aug. 14, 2012).
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`6
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`Petitioner moves to expunge the unredacted, under-seal version of Exhibits
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`1011, 1014, and 2039, and Paper Nos. 27, 42, 51, 54, 56, and 62.1 Additionally,
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`Petitioner moves to expunge Exhibits 2025-2029 and 2040, and Paper Nos. 44, 45,
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`56, and 57, which were only filed under seal. Petitioner also moves to expunge
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`Exhibit 58, which, aside from numbering, is identical Paper No. 57 (see Ex. 1022),
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`even though it was not entered under seal. These documents contain confidential
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`financial information and/or confidential trade secret information. All of these
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`documents were submitted after institution of trial. Additionally, because the
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`Board did not issue a substantive Final Written Decision, none of this information
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`was cited or discussed by the Board in its Termination Order (Paper No. 68).
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`
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`Dr. Paradiso’s declaration (Ex. 1011) contains confidential technical
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`information on the performance and operation of Petitioner’s products and
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`services. Ms. Davis’s declaration (Ex. 1014) contains confidential information of
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`Petitioner’s regarding financial performance, sales figures, marketing, user data,
`
`and business strategy. The excerpts of depositions transcripts of Petitioner’s
`
`employees from the then co-pending district court litigation (Exs. 2026-2029 and
`
`2040) also contain competitively-sensitive, and non-public, business information,
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`1 Redacted versions of this exhibit and these papers have been filed with the Board.
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`See Redacted Versions of Exhibits 1011, 1014, and 2039, and Paper Nos. 26, 43,
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`50, 53, 55, and 63.
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`7
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`and they have all been marked as confidential under a protective order entered by
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`the Federal District Court of Delaware. Similarly, the other documents Petitioner
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`seeks to exclude also contain confidential information including certain
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`commercial information, trade secret, research, and development. In other inter
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`partes review proceedings, the Board has held that confidential research,
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`development, trade secret, or commercial information should remain under seal.
`
`See, e.g., Otter Products, LLC, Petr., IPR2014-01464, Paper No. 28, pp. 2-4
`
`(PTAB Aug. 27, 2015); Greene’s Energy Grp., LLC, Inc. v. Oil States Energy
`
`Svcs., LLC, IPR2014-00216, Paper 27, at 5 (PTAB Sept. 23, 2014); Gnosis, et al.
`
`v. South Alabama Med. Science Found., IPR2013-00117, Paper 39, at 2 (PTAB
`
`Oct. 31, 2013); Unified Patents Inc. v. Dragon Intellectual Property, LLC,
`
`IPR2014-01252, Paper 40, at 7 (PTAB Feb. 27, 2015); Microsoft Corp. v.
`
`SurfCast, Inc., IPR2013-00292, Paper 58, at 4 (PTAB Apr. 24, 2014). In Greene’s
`
`Energy Group, the Board held that portions of an exhibit containing confidential
`
`financial information should remain under seal where the proposed redactions were
`
`reasonable and the thrust of the underlying argument or evidence was clearly
`
`discernable from the redacted versions. Greene’s Energy Grp., IPR2014-00216,
`
`Paper 27, at 5. Moreover, in Otter Products, the Board held that it was appropriate
`
`to expunge select exhibits in support of redacted papers where the public release of
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`such exhibits “has not been published or otherwise made available to the public,”
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`8
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`and where public disclosure of the exhibits “would be commercially harmful.”
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`Otter Products, IPR2014- 01464, Paper No. 28, at 4. Public disclosure of the
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`information that Petitioner seeks to have expunged would be commercially
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`harmful as explained further below. Such information is unnecessary to
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`understand the thrust of any decision or order issued by the Board.
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`
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`Here, the redactions in Exhibits 1011, 1014, and 2039, and Paper Nos. 26,
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`43, 50, 53, 55, and 63, are limited and reasonable and the thrust of all underlying
`
`arguments is clearly discernable from the redacted versions of these documents.
`
`Additionally, Exhibits 2025-2029 and 2040, and Paper Nos. 44, 45, 56, and 57,
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`which were submitted entirely under seal, as well as Paper No. 58, all contain
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`sensitive information that has not been otherwise made available to the public, and
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`this information would be commercially harmful to Petitioner if made public.
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`
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`The redacted information in Dr. Paradiso’s declaration (Ex. 1011), the
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`transcript of his deposition testimony (Ex. 2039), including the deposition
`
`transcripts of Petitioner’s employee introduced in that deposition (Ex. 2040), and
`
`the briefing on Patent Owner’s Motion for Observation Regarding Cross-
`
`Examination of Reply Witness Joseph Paradiso (Paper Nos. 44 and 56) all contain
`
`confidential information concerning technical details of Petitioner’s products and
`
`services. The information contained in those exhibits and papers and discussed in
`
`other documents (Paper No. 27) has not been made available to the public.
`
`
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`9
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`Petitioner, or Patent Owner, submitted this information under seal and subject to
`
`the stringent requirements of a Protective Order. The thrust of all arguments
`
`relating to Dr. Paradiso’s declaration and deposition testimony is fully discernable
`
`from the redacted versions of these exhibits and the redacted versions of all papers
`
`citing these exhibits (Paper Nos. 26 and 55) and the redactions were reasonable.
`
`The public has little, if any, need to know the specific technical information that
`
`Petitioner seeks to expunge from the record. Further, maintaining the
`
`confidentiality of the unredacted versions documents and documents filed entirely
`
`under seal related to Dr. Paradiso’s testimony is particularly important here where
`
`Petitioner and Patent Owner are competitors, and the confidential information
`
`contains competitively-sensitive details regarding Petitioner’s products and
`
`services. Disclosure of this information could put Petitioner at a commercial
`
`disadvantage.
`
`
`
`Similarly, the redacted information in Ms. Davis’s declaration (Ex. 1014),
`
`the transcript of her deposition testimony (Ex. 2025), including the deposition
`
`transcripts of Petitioner’s employees introduced in that deposition (Exs. 2026-
`
`2029), and the briefing on Patent Owner’s Motion for Observation Regarding
`
`Cross-Examination of Reply Witness Julie Davis (Paper Nos. 45, 57, and 58) all
`
`contain confidential commercial information regarding Petitioner’s MapMyFitness,
`
`UA Record, and Armour39 products and services. The information contained in
`
`
`
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`10
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`
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`those exhibits and papers and discussed in other documents (Paper Nos. 27, 42, 51,
`
`54, and 62) has not been made available to the public. Petitioner, or Patent Owner,
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`submitted this information under seal and subject to the stringent requirements of a
`
`Protective Order. The thrust of all arguments relating to Ms. Davis’s declaration
`
`and deposition testimony (including Exs. 2026-2029) is fully discernable from the
`
`redacted versions of all papers citing these exhibits (Paper Nos. 26, 43, 50, 53, and
`
`63) and the redactions were reasonable. The public has little, if any, need to know
`
`the specific technical, financial, and marketing information that Petitioner seeks to
`
`expunge from the record. Further, maintaining the confidentiality of the
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`unredacted versions documents and documents filed entirely under seal related to
`
`Ms. Davis’s testimony is particularly important here where Petitioner and Patent
`
`Owner are competitors, and the confidential information contains competitively-
`
`sensitive details regarding Petitioner’s products and services. Disclosure of this
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`sensitive technical, financial, and marketing information could put Petitioner at a
`
`commercial disadvantage.
`
`
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`The Rules of Practice provide that “there is an expectation that information
`
`be made public where the existence of the information is referred to in a decision
`
`to grant or deny a request to institute a review or identified in a final written
`
`decision.” 77 Fed. Reg. 48,612, 48,623 (Aug. 14, 2012). But here, the Board did
`
`not refer to any of the evidence that Petitioner seeks to expunge in its institution
`
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`11
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`decision, because this information was submitted after institution. Additionally,
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`none of this information to be expunged is relevant to the Board’s decision to
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`institute trial. Finally, the Board did not consider, refer to, or rely on this
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`confidential information in its Termination Order. Paper 68. Petitioner
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`respectfully submits that the legitimate need to protect Petitioner’s confidential
`
`information outweighs any interest of the public, where that confidential
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`information proved irrelevant to the resolution of the proceeding.
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`III. Conclusion
`
`For the foregoing reasons, Petitioner submits that sealed versions Exhibits
`
`1011, 1014, 2025, 2026, 2027, 2028, 2029, 2039, and 2040, and Paper Nos. 27, 42,
`
`44, 45, 51, 54, 56, 57, 58, and 62, should be expunged from the record.
`
`Expungement will protect against the disclosure of this confidential and
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`competitively sensitive technical, financial, and marketing information without
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`compromising the public’s ability to understand the underlying arguments and
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`evidence.
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`12
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`
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`Respectfully submitted,
`
`/Brian E. Ferguson/
`Brian E. Ferguson (Reg. No. 36,801)
`Anish R. Desai (Reg. No. 73,760)
`Christopher T. Marando (Reg. No.67,898)
`W. Sutton Ansley (Reg. No. 67,828)
`Robert T. Vlasis (Pro Hac Vice)
`Weil, Gotshal & Manges LLP
`1300 Eye Street NW, Suite 900
`Washington, DC 20005
`T: 202-682-7000
`brian.ferguson@weil.com
`anish.desai@weil.com
`christopher.marando@weil.com
`sutton.ansley@weil.com
`robert.vlasis@weil.com
`
`
`
`13
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`
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`Dated: June 22, 2016
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`CERTIFICATE OF SERVICE
`
`
`
`The undersigned hereby certifies that on June 22, 2016, the foregoing
`
`PETITIONER’S MOTION TO EXPUNGE CONFIDENTIAL
`
`INFORMATION FROM THE RECORD was served via electronic mail, upon
`
`the following:
`
`
`
`
`
`Mitchell G. Stockwell
`Kilpatrick Townsend & Stockton LLP
`1100 Peachtree Street NE, Suite 2800
`Atlanta, GA 30309-4528
`mstockwell@kilpatricktownsend.com
`
`Wab P. Kadaba
`Kilpatrick Townsend & Stockton LLP
`1100 Peachtree Street NE, Suite 2800
`Atlanta, GA 30309-4528
`wkadaba@kilpatricktownsend.com
`
`Jonathan D. Olinger
`Kilpatrick Townsend & Stockton LLP
`1100 Peachtree Street NE, Suite 2800
`Atlanta, GA 30309-4528
`jolinger@kilpatricktownsend.com
`
`
`
`/ Timothy J. Andersen / c
`Timothy J. Andersen
`Case Manager
`Weil, Gotshal & Manges LLP
`1300 Eye Street NW, Suite 900
`Washington, DC 20005
`timothy.andersen@weil.com
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