VLSI Technology LLC v. Intel Corporation

3 UNITED STATES DISTRICT COURT 4 NORTHERN DISTRICT OF CALIFORNIA 5 SAN JOSE DIVISION VLSI TECHNOLOGY LLC, Case No. 17-cv-05671-BLF 8 Plaintiff, ORDER GRANTING 9 v. ADMINISTRATIVE MOTIONS 10 INTEL CORPORATION, [Re: ECF Nos. 869, 870, 875, 877, 878, 879, 11 Defendant. 889, 890]

14 Before the court are eight administrative motions filed in connection with VLSI Technology LLC’s Motion to Dismiss Intel Corporation’s (“Intel”) Counterclaim: 16 1. Administrative Motion to Consider Whether Another Party's Material Should Be 17 Sealed. ECF No. 869.

18 2. Administrative Motion to Consider Whether Another Party's Material Should Be 19 Sealed. ECF No. 870.

20 3. Administrative Motion to File Under Seal Opposition to VLSI Technology LLC's 21 Motion to Dismiss Intel's Second Amended Answer, Defenses, and Counterclaims.

22 ECF No. 875.

23 4. Administrative Motion to Consider Whether Another Party's Material Should Be 24 Sealed. ECF No. 877.

25 5. Administrative Motion to Consider Whether Another Party's Material Should Be 26 Sealed. ECF No. 878.

27 6. Administrative Motion to Consider Whether Another Party's Material Should Be 1 7. Administrative Motion to Consider Whether Another Party's Material Should Be 2 Sealed. ECF No. 889.

3 8. Administrative Motion to Consider Whether Another Party's Material Should Be 4 Sealed. ECF No. 890.

5 For the reasons described below, the Court GRANTS the administrative motions.

6 I. LEGAL STANDARD 7 “Historically, courts have recognized a ‘general right to inspect and copy public records and documents, including judicial records and documents.’” Kamakana v. City & Cty. Of Honolulu, 447 F.3d 1172, 1178 (9th Cir. 2006) (quoting Nixon v. Warner Commc'ns, Inc., 435 10 U.S. 589, 597 & n.7 (1978)). Accordingly, when considering a sealing request, “a ‘strong presumption in favor of access’ is the starting point.” Id. (quoting Foltz v. State Farm Mut. Auto.

12 Ins. Co., 331 F.3d 1122, 1135 (9th Cir. 2003)). Parties seeking to seal judicial records relating to motions that are “more than tangentially related to the underlying cause of action” bear the burden of overcoming the presumption with “compelling reasons” that outweigh the general history of access and the public policies favoring disclosure. Ctr. for Auto Safety v. Chrysler Grp., 809 F.3d 16 1092, 1099 (9th Cir. 2016); Kamakana, 447 F.3d at 1178–79.

17 Records attached to motions that are “not related, or only tangentially related, to the merits of a case,” however, are not subject to the strong presumption of access. Ctr. for Auto Safety, 809 F.3d at 1099; see also Kamakana, 447 F.3d at 1179 (“[T]he public has less of a need for access to court records attached only to non-dispositive motions because those documents are often unrelated, or only tangentially related, to the underlying cause of action.”). Parties moving to seal the documents attached to such motions must meet the lower “good cause” standard of Rule 26(c). Kamakana, 447 F.3d at 1179 (internal quotations and citations omitted). This standard requires a “particularized showing,” id., that “specific prejudice or harm will result” if the information is disclosed. Phillips ex rel. Estates of Byrd v. Gen. Motors Corp., 307 F.3d 1206, 1210–11 (9th Cir. 2002); see Fed. R. Civ. P. 26(c). “Broad allegations of harm, unsubstantiated by specific examples of articulated reasoning” will not suffice. Beckman Indus., Inc. v. Int'l Ins. II. DISCUSSION 2 A. ECF No. 869 3 VLSI filed the Administrative Motion to Consider Whether Another Party's Material Should Be Sealed on February 23, 2024. ECF No. 869. Intel submitted a declaration and exhibits in support of sealing. ECF Nos. 871, 872. Intel seeks to seal selected portions of the motion and its corresponding exhibits. ECF No. 871. Intel writes that the information should be sealed because “[k]nowledge of this information by third parties would put Intel at a competitive disadvantage in future business dealings as its competitors could incorporate that information into their own business strategies to gain an unfair advantage over Intel in the market.” Id. ¶ 11. Intel argues that the portions are narrowly tailored. Id. ¶ 12.

11 The Court finds that compelling reasons exist to seal the highlighted portions of the document. See Finjan, Inc. v. Proofpoint, Inc., No. 13-CV-05808-HSG, 2016 WL 7911651, at *1 (N.D. Cal. Apr. 6, 2016) (finding “technical operation of [defendant's] products” sealable under “compelling reasons” standard); Exeltis USA Inc. v. First Databank, Inc., No. 17-CV-04810-HSG, 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020) (noting that courts have found “confidential business information” in the form of “business strategies” sealable under the compelling reasons standard.). The Court also finds that the request is narrowly tailored.

18 The Court’s ruling is summarized below: ECF or Document Portion(s) to Seal Ruling Exhibit No. 868 VLSI’s Motion Green-highlighted portions Granted, as the green-highlighted 21 to Dismiss on pages 6-9 portions contain highly confidential excerpts from Intel’s 22 license agreement with Finjan that the Court has previously sealed. Dkt. 339; Dkt. 659; Dkt.

24 784; Dkt. 853; Dkt. 863.

Ex. 1 Intel’s Motion Green-highlighted portion on Granted, as the green-highlighted 25 to Amend, page 3 portions contain highly Sever, and Stay confidential excerpts from Intel’s 26 (W.D. Tex.) license agreement with Finjan that the Court has previously sealed. Dkt. 339; Dkt. 659; Dkt.

Ex. 2 Intel’s Motion Green-highlighted portions Granted, as the green-highlighted to Stay (W.D. on page 4 portions contain highly 2 Tex.) confidential excerpts from Intel’s license agreement with Finjan 3 that the Court has previously sealed. Dkt. 339; Dkt. 659; Dkt.

4 784; Dkt. 853; Dkt. 863.

5 B. ECF No. 870 6 VLSI filed the Administrative Motion to Consider Whether Another Party's Material Should Be Sealed on February 23, 2024. ECF No. 870. Finjan LLC (“Finjan”) submitted a declaration and exhibits in support of sealing. ECF Nos. 873, 874. Finjan seeks to seal selected portions of the brief and its corresponding exhibits. ECF No. 873. Finjan writes that the information should be sealed because the documents “reference and/or quote to language from non-public portions of a confidential patent license and settlement agreement between Intel and Finjan Inc. and Finjan Software, Inc.” Id. ¶ 5. Finjan argues that the portions are narrowly tailored. Id. 14 The Court finds that compelling reasons exist to seal the highlighted portions of the document. See Finjan, Inc. v. Proofpoint, Inc., No. 13-CV-05808-HSG, 2016 WL 7911651, at *1 (N.D. Cal. Apr. 6, 2016) (finding “technical operation of [defendant's] products” sealable under “compelling reasons” standard); Exeltis USA Inc. v. First Databank, Inc., No. 17-CV-04810-HSG, 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020) (noting that courts have found “confidential business information” in the form of “business strategies” sealable under the compelling reasons standard.). The Court also finds that the request is narrowly tailored.

21 The Court’s ruling is summarized below: ECF or Docum Portion(s) to Seal Ruling Exhibit ent No. ECF No. VLSI’s The redacted portions of VLSI’s Granted, as these portions of VLSI’s 868 Motion Motion to Dismiss, at: Motion to Dismiss cite to, and/or 25 to • page 6 at portions of lines 5-6; reflect highly confidential, non-public Dismiss • page 7 at the word in line 21; information relating to Finjan’s • page 8 at portions of lines 1-2, licenses and license agreement terms, 27 4, 14-15, 16 (full line), 19-21, which the Court has previously sealed 22- 23 (full lines), and 24; via this Court’s Orders at ECF No. 339 ECF Exhibit Green highlighted portions at page Granted, as these portions cite to, 870-3 1 to 3. and/or reflect highly confidential, non- 2 VLSI’s public information relating to Finjan’s Motion licenses and license agreement terms, 3 to which the Court has previously sealed Dismiss via this Court’s Orders at ECF No. 339 4 and again at ECF No. 769 and 863.

ECF Exhibit Green highlighted portions at page Granted, as these portions cite to, 870-4 2 to 4. and/or reflect highly confidential, non- 6 VLSI’s public information relating to Finjan’s Motion licenses and license agreement terms, 7 to which the Court has previously sealed Dismiss via this Court’s Orders at ECF No. 339 8 and again at ECF No. 769 and 863.

ECF Exhibit Green highlighted portion at page Granted, as these portions cite to, 870-7 5 to 2. and/or reflect highly confidential, non- 10 VLSI’s public information relating to Finjan’s Motion licenses and license agreement terms, 11 to which the Court has previously sealed Dismiss via this Court’s Orders at ECF No. 339 and again at ECF No. 769 and 863.

C. ECF No. 875 14 Intel filed the Administrative Motion to File Under Seal Opposition to VLSI Technology LLC's Motion to Dismiss Intel's Second Amended Answer, Defenses, and Counterclaims on March 1, 2024. ECF No. 875. Intel seeks to seal selected portions of the brief. Id. Intel writes that the information should be sealed because “Disclosure of licensing information regarding Intel’s prior license agreements, such as the scope of Intel’s licenses and other terms from Intel’s agreements, would provide competitors and potential counterparties with unfair insight into Intel’s business strategies and cost/benefit analyses.” Id. at 3. Intel argues that the portions are narrowly tailored. Id. 22 The Court finds that compelling reasons exist to seal the highlighted portions of the document. See Finjan, Inc. v. Proofpoint, Inc., No. 13-CV-05808-HSG, 2016 WL 7911651, at *1 (N.D. Cal. Apr. 6, 2016) (finding “technical operation of [defendant's] products” sealable under “compelling reasons” standard); Exeltis USA Inc. v. First Databank, Inc., No. 17-CV-04810-HSG, 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020) (noting that courts have found “confidential business information” in the form of “business strategies” sealable under the compelling reasons 1 The Court’s ruling is summarized below: ECF or Document Portion(s) to Seal Ruling Exhibit No. Intel’s Opposition Green highlighted Granted, as the green highlighted 4 to VLSI’s Motion portions of 1:13- 14, portions on page 1, lines 13-14 and to Dismiss Intel’s 1:22, 7:7-13, 7:15, 7:17- 22; page 7, lines 7-13, 15, and 17- 5 Second Amended 18, 8:2-3, 8:24, 9:4, 9:7, 18; page 8, lines 2-3 and 24; page 9, Answer, 9:9, 9:11-12, 9:14, 9:27- lines 4, 7, 9, 11- 12, 14, and 27-28; Defenses, and 28, 10:2-3. and page 10, lines 2-3 contain a 7 Counterclaims highly confidential excerpt from Intel’s license agreement with Finjan 8 that the Court has previously sealed.

Dkt. 339; Dkt. 659; Dkt. 784; Dkt.

9 853; Dkt. 863.

10 D. ECF No. 877 11 Intel filed the Administrative Motion to Consider Whether Another Party's Material Should Be Sealed on March 1, 2024. ECF No. 877. Intel filed a certificate of service on March 4, 2024, ECF No. 880, and Finjan submitted a declaration in support of sealing. ECF No. 882. Finjan seeks to seal selected portions of the brief and its corresponding exhibits. ECF No. 877. Finjan writes that the information should be sealed because the documents “reference and/or quote to language from non-public portions of a confidential patent license and settlement agreement between Intel and Finjan Inc. and Finjan Software, Inc.” Id. ¶ 5. Finjan argues that the portions are narrowly tailored. Id. 19 The Court finds that compelling reasons exist to seal the highlighted portions of the document. See Finjan, Inc. v. Proofpoint, Inc., No. 13-CV-05808-HSG, 2016 WL 7911651, at *1 (N.D. Cal. Apr. 6, 2016) (finding “technical operation of [defendant's] products” sealable under “compelling reasons” standard); Exeltis USA Inc. v. First Databank, Inc., No. 17-CV-04810-HSG, 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020) (noting that courts have found “confidential business information” in the form of “business strategies” sealable under the compelling reasons standard.). The Court also finds that the request is narrowly tailored.

26 The Court’s ruling is summarized below: \\ ECF or Document Portion(s) to Seal Ruling Exhibit No. ECF No. Intel’s The redacted/green-boxed Granted, as these portions of 876 (see Opposition portions of Intel’s Intel’s Opposition cite to, and/or ECF No. Opposition as reflected in reflect highly confidential, non- 875-3) ECF No. 876 (and ECF 875- public information relating to 3). These redactions/green Finjan’s licenses and license boxed portions are at: agreement terms, which the Court 6 • page 1 at portions of has previously sealed via this lines 13-14 and 22; Court’s Orders at ECF No. 339 7 • page 7 at portions of and again at ECF No. 769 and lines 7-13, 15, and 17- 863.

18; 9 • page 8 at portions of lines 2-3, and 24; 10 • page 9 at portions of lines 4, 7, 9, 11-12, 14, 11 and 27-28; and 12 • page 10, portions of lines 2-3.

14 E. ECF No. 878 15 Intel filed the Administrative Motion to Consider Whether Another Party's Material Should Be Sealed on March 1, 2024. ECF No. 878. Intel filed a certificate of service on March 6, 2024, ECF No. 884, and NXP Semiconductors USA, Inc. (“NXP”) submitted a declaration and exhibits in support of sealing. ECF Nos. 886, 887. NXP seeks to seal selected portions of the brief and its corresponding exhibits. ECF No. 886. NXP writes that the information should be sealed because “The portions of the deposition transcript that NXP seeks to seal all relate to highly-confidential information regarding its past and current intellectual property licensing and monetization objectives, strategies, practices, capabilities, and efforts. Public disclosure of this information would provide NXP’s competitors with sensitive information regarding NXP’s internal business practices, as well as its relationships with other companies in the semiconductor industry and the patent licensing industry, thus disadvantaging NXP in future business and contract negotiations.”

26 Id. ¶ 8. NXP argues that the portions are narrowly tailored. Id. ¶ 5.

27 The Court finds that compelling reasons exist to seal the highlighted portions of the (N.D. Cal. Apr. 6, 2016) (finding “technical operation of [defendant's] products” sealable under “compelling reasons” standard); Exeltis USA Inc. v. First Databank, Inc., No. 17-CV-04810-HSG, 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020) (noting that courts have found “confidential business information” in the form of “business strategies” sealable under the compelling reasons standard.). The Court also finds that the request is narrowly tailored.

6 The Court’s ruling is summarized below: ECF or Document Portion(s) to Seal Ruling Exhibit No. ECF No. Excerpts from Blue-highlighted portions at Granted, as the highlighted 878-02 Ex. the July 26, 179:7- 18. testimony identifies and describes to Intel’s 2019 (1) confidential patent agreements Opposition Deposition of entered into between to VLSI’s Lee Chastain NXP/Freescale and other parties; Motion to and (2) confidential business Dismiss information regarding corporate objectives and strategy. See infra 13 ¶¶ 6–10.

14 F. ECF No. 879 15 Intel filed the Administrative Motion to Consider Whether Another Party's Material Should Be Sealed on March 1, 2024. ECF No. 879. Intel filed a certificate of service on March 4, 2024, ECF No. 880, and Fortress Investment Group LLC (“Fortress”) submitted a declaration in support of sealing. ECF Nos. 883. Fortress seeks to seal selected portions an exhibit. Id. Fortress writes that the information should be sealed because “[t]his document reflects and contains highly sensitive and proprietary Fortress internal business data and information regarding financial analysis and methods, investment analyses, acquisition strategies, corporate formation and management, and financial and accounting data.” Id. ¶ 9. Fortress argues that the portions are narrowly tailored. Id. ¶ 12.

24 The Court finds that compelling reasons exist to seal the highlighted portions of the document. See Finjan, Inc. v. Proofpoint, Inc., No. 13-CV-05808-HSG, 2016 WL 7911651, at *1 (N.D. Cal. Apr. 6, 2016) (finding “technical operation of [defendant's] products” sealable under “compelling reasons” standard); Exeltis USA Inc. v. First Databank, Inc., No. 17-CV-04810-HSG, business information” in the form of “business strategies” sealable under the compelling reasons standard.). The Court also finds that the request is narrowly tailored.

3 The Court’s ruling is summarized below: ECF or Document Portion(s) to Seal Ruling Exhibit No. Ex. 2 VLSI Portions highlighted in green Granted, as this document is a 6 Technology on first, second, and third highly sensitive and proprietary LLC Report pages. internal financial analysis 7 document. It contains investment, financial, and accounting information, and reflects 9 proprietary financial analysis methods that constitute 10 confidential business information.

Redacted portions also include 11 personal information that is not relevant to any matter in this case.

13 G. ECF No. 889 14 VLSI filed the Administrative Motion to Consider Whether Another Party's Material Should Be Sealed on March 8, 2024. ECF No. 889. Intel submitted a declaration and exhibits in support of sealing. ECF Nos. 891, 892. Intel seeks to seal selected portions of the brief and its corresponding exhibits. ECF No. 891. Intel writes that the information should be sealed because “[d]isclosure of licensing information regarding Intel’s prior license agreements, such as the scope of Intel’s licenses and other terms from Intel’s agreements, would provide competitors and potential counterparties with unfair insight into Intel’s business strategies and cost/benefit analyses..” Id. ¶ 8. Intel argues that the portions are narrowly tailored. Id. ¶ 7.

22 The Court finds that compelling reasons exist to seal the highlighted portions of the document. See Finjan, Inc. v. Proofpoint, Inc., No. 13-CV-05808-HSG, 2016 WL 7911651, at *1 (N.D. Cal. Apr. 6, 2016) (finding “technical operation of [defendant's] products” sealable under “compelling reasons” standard); Exeltis USA Inc. v. First Databank, Inc., No. 17-CV-04810-HSG, 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020) (noting that courts have found “confidential business information” in the form of “business strategies” sealable under the compelling reasons 1 The Court’s ruling is summarized below: ECF or Exhibit Document Portion(s) to Seal Ruling No. (public VLSI’s Green-highlighted Granted, as the green-highlighted redacted version) Reply portions of the Table of portions in the Table of Contents and 889-02 Contents, 2:14-16, 2:23- on page 2, lines 14-16 and 23-27; page (unredacted 27, 3:2-6, 3:8, 3:15-16, 3, lines 2-6, 8, 15-16, and 18; and version filed 3:18, 4:1-5, 4:7-9, 4:12, page 4, lines 1-5, 7-9, 12, 14-15, and under seal as an 4:14-15, 4:19. 19 contain highly confidential Exhibit to excerpts from Intel’s license VLSI’s agreement with Finjan that the Court Administrative has previously sealed. Dkt. 339; Dkt.

Motion) 659; Dkt. 784; Dkt. 853; Dkt. 863.

10 H. ECF No. 890 11 VLSI filed the Administrative Motion to Consider Whether Another Party's Material Should Be Sealed on March 8, 2024. ECF No. 890. Finjan submitted a declaration in support of sealing. ECF Nos. 893. Finjan seeks to seal selected portions of the brief and its corresponding exhibits. Id. Finjan writes that the information should be sealed because “the confidential terms in the Patent License Settlement Agreement, including the compensation terms, patents licensed, and other substantive provisions, are maintained as highly confidential within Finjan to only those with a need to know, and may be disclosed in litigation only when relevant and under the highest level of confidentiality.” Id. ¶ 6. Finjan argues that the portions are narrowly tailored. Id. ¶ 5.

19 The Court finds that compelling reasons exist to seal the highlighted portions of the document. See Finjan, Inc. v. Proofpoint, Inc., No. 13-CV-05808-HSG, 2016 WL 7911651, at *1 (N.D. Cal. Apr. 6, 2016) (finding “technical operation of [defendant's] products” sealable under “compelling reasons” standard); Exeltis USA Inc. v. First Databank, Inc., No. 17-CV-04810-HSG, 2020 WL 2838812, at *1 (N.D. Cal. June 1, 2020) (noting that courts have found “confidential business information” in the form of “business strategies” sealable under the compelling reasons standard.). The Court also finds that the request is narrowly tailored.

26 The Court’s ruling is summarized below: \\ | ECF or Document Portion(s) to Seal Ruling 2 Exhibit No. ECF No. |VLSI’s Reply |The redacted portions of Granted, as these portions of 3 888 VLSI’s Reply as reflected in | VLSI’s Reply cite to, and/or ECF No. 888. These reflect highly confidential, 4 redactions are at: nonpublic information relating to 5 © page i (quotes in items Finjan’s licenses and license II¢A)(1) and (2); agreement terms, which the Court 6 e page 2, portions of lines has previously sealed via this 14-16, and 23-27; Court’s Orders at ECF No. 339 7 page 3, portions of lines and again at ECF No. 769 and 3 2-6, 8, 15-16, and 18; and | 863. e page 4, portions of lines 9 1-5, 7-9, 12, 14-15, and 19.

Il. ORDER For the foregoing reasons, IT IS HEREBY ORDERED that: 1. ECF No. 869 is GRANTED.

2. ECF No. 870 is GRANTED.

3. ECF No. 875 is GRANTED.

4. ECF No. 877 is GRANTED.

5. ECF No. 878 is GRANTED.

6. ECF No. 879 is GRANTED.

Z 18 7. ECF No. 889 is GRANTED.

8. ECF No. 890 is GRANTED.

Dated: April 8, 2024 23 BETH LABSON FREEMAN United States District Judge