Case 5:18-md-02834-BLF Document 348 Filed 01/18/19 Page 1 of 8
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`J. DAVID HADDEN (CSB No. 176148)
`dhadden@fenwick.com
`SAINA S. SHAMILOV (CSB No. 215636)
`sshamilov@fenwick.com
`TODD R. GREGORIAN (CSB No. 236096)
`tgregorian@fenwick.com
`PHILLIP J. HAACK (CSB No. 262060)
`phaack@fenwick.com
`RAVI R. RANGANATH (CSB No. 272981)
`rranganath@fenwick.com
`CHIEH TUNG (CSB No. 318963)
`ctung@fenwick.com
`FENWICK & WEST LLP
`Silicon Valley Center
`801 California Street
`Mountain View, CA 94041
`Telephone:
`650.988.8500
`Facsimile:
`650.938.5200
`
`Counsel for AMAZON.COM, INC.
`and AMAZON WEB SERVICES, INC.
`
`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
`SAN JOSE DIVISION
`
`IN RE: PERSONAL WEB TECHNOLOGIES,
`LLC ET AL., PATENT LITIGATION
`
` Case No. 5:18-md-02834-BLF
`
`v.
`
`AMAZON.COM, INC., and AMAZON WEB
`SERVICES, INC.,
`Plaintiffs,
`
`
`PERSONALWEB TECHNOLOGIES, LLC and
`LEVEL 3 COMMUNICATIONS, LLC,
`Defendants.
`PERSONALWEB TECHNOLOGIES, LLC and
`LEVEL 3 COMMUNICATIONS, LLC,
`Counterclaimants,
`
`v.
`
`AMAZON.COM, INC., and AMAZON WEB
`SERVICES, INC.,
`Counterdefendants.
`
` Case No.: 5:18-cv-00767-BLF
`
`DECLARATION OF
`RAVI R. RANGANATH IN SUPPORT
`OF PERSONALWEB TECHNOLO-
`GIES, LLC AND LEVEL 3 COMMUNI-
`CATIONS, LLC’S ADMINISTRATIVE
`MOTION TO FILE UNDER SEAL
`
`Date:
` February 7, 2019
`Time:
` 2:00 p.m.
` Courtroom 3, 5th Floor
`Dept.:
`Judge:
` Hon. Beth L. Freeman
`
`Trial Date: March 16, 2020
`
`
`
`
`
`
`
`
`
`
`DECLARATION OF RAVI R. RANGANATH ISO
`PERSONALWEB AND LEVEL 3’S ADMIN. MOTION
`TO FILE UNDER SEAL
`
`
`
`CASE NO.: 5:18-cv-02834-BLF
`CASE NO.: 5:18-cv-00767-BLF
`
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`ATTORNEYS AT LAW
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`FENWICK & WEST LLP
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`

`

`Case 5:18-md-02834-BLF Document 348 Filed 01/18/19 Page 2 of 8
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`
`
`I, Ravi R. Ranganath, hereby declare as follows:
`I am an attorney duly licensed to practice law in the state of California and am an
`1.
`associate with the law firm of Fenwick & West LLP, counsel for Amazon.com, Inc., and Amazon
`Web Services, Inc. (collectively, “Amazon”) in the above-captioned action. I have personal
`knowledge of the facts set forth in this declaration.
`I submit this declaration in support of the Administrative Motion to File Under Seal
`2.
`(5:18-md-02834-BLF, Dkt. 341) (“Administrative Motion”) filed by PersonalWeb Technologies,
`LLC, and Level 3 Communications, LLC (collectively, “PersonalWeb”). The Administrative Mo-
`tion was filed in support of PersonalWeb’s Opposition to Amazon’s Motion for Summary Judgment
`on Declaratory Judgment Claims and Defenses Under the Claim Preclusion and Kessler Doctrine
`(5:18-md-02834-BLF, Dkt. 334) (“Opposition”).
`3. The Administrative Motion seeks an order sealing, in their entirety, Exhibits 4, 12,
`13A, 13B, 13C, 13D, and 13E to the Declaration of Wesley Monroe in Support of PersonalWeb’s
`Opposition (5:18-md-02834-BLF, Dkt. 340) (“Monroe Declaration”) and the corresponding por-
`tions of the Opposition that quote or summarize these exhibits (collectively, the “Originally Re-
`quested Sealed Material”).
`4. To provide public access and redact documents only where necessary, I submit this
`declaration in support of sealing only portions of the Originally Requested Sealed Material (the
`“Revised Requested Sealed Material”). Specifically, this declaration supports the sealing of:
`Document
`Document descrip-
`Originally Re-
`Revised Requested
`tion
`quested Sealed Ma-
`Sealed Material
`terial
`Entire document.
`
`References are to tran-
`script page:line nos.:
`51:2-5; 65:1-5; 105:1-
`6; 164:5-24.
`
`Exhibit 4 to the Mon-
`roe Declaration (Dkt.
`340-9).
`
`
`Pages from the Rule
`30(b)(6) deposition of
`Seth William Markle.
`
`
`DECLARATION OF RAVI R.RANGANATH ISO PER-
`SONALWEB AND LEVEL 3’S ADMIN. MOTION TO
`FILE UNDER SEAL
`
`
`
`
`
`1
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`CASE NO.: 5:18-cv-02834-BLF
`CASE NO.: 5:18-cv-00767-BLF
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`ATTORNEYS AT LAW
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`FENWICK & WEST LLP
`
`

`

`Case 5:18-md-02834-BLF Document 348 Filed 01/18/19 Page 3 of 8
`
`
`
`Document
`
`Opposition.
`
`Document descrip-
`tion
`
`Pages from Personal-
`Web’s
`opposition
`brief
`that quote or
`summarize
`excerpts
`from the Rule 30(b)(6)
`deposition of Mr. Mar-
`kle.
`
`
`Exhibit 12 to the Mon-
`roe Declaration (Dkt.
`340-18).
`
`
`Pages from the Rule
`30(b)(6) deposition of
`Jeffrey H. Dean.
`
`
`Originally Re-
`quested Sealed Ma-
`terial
`to
`References
`are
`page:line nos.: 2:4-6;
`2:7-8; 2:10-12; 3:3-4;
`3:5-6; 3:26-27; 4:1-2;
`4:3-5; 4:6; 5:14-16;
`5:16-18;
`5:18-19;
`5:19-21;
`5:23-24;
`5:24-26;
`5:27-6:1;
`6:25; 7:2-5; 7:7; 13:6-
`7; 14:13-14; 14:18-19;
`15:3-5.
`
`
`Entire document.
`
`Revised Requested
`Sealed Material
`
`References are to
`page:line nos.: 2:7-8.
`
`
`References are to tran-
`script page:line nos.:
`41:2-25;
`76:11-13;
`76:24-25; 118:19-21.
`
`Opposition.
`
`Exhibit 13A to the
`Monroe Declaration
`(Dkt. 340-19).
`
`
`Pages from Personal-
`Web’s
`opposition
`brief that summarize
`excerpts from the Rule
`30(b)(6) deposition of
`Mr. Dean.
`
`Pages from the Sup-
`plemental
`Infringe-
`ment
`Contentions
`from the prior Eastern
`District of Texas Ac-
`tion,
`PersonalWeb
`Techs., LLC v. Ama-
`Inc., No.
`zon.com
`6:11-cv-00658
`(“Texas Action”), for
`U.S.
`Patent No.
`6,415,280.
`
`
`to
`are
`References
`page:line nos.: 10:7-9;
`10:10-11.
`
`
`to
`are
`References
`page:line nos.: 10:10-
`11.
`
`
`Entire document.
`
`References are to page
`nos.: 1-5, 22-24, 27,
`30-32, 43-44, 51-55.
`Although
`the
`refer-
`ences are to page num-
`bers, the Revised Re-
`quested Sealed Mate-
`rial includes only the
`redacted portions of
`these pages in the up-
`dated exhibits, not
`necessarily the pages
`in their entirety.
`
`DECLARATION OF RAVI R.RANGANATH ISO PER-
`SONALWEB AND LEVEL 3’S ADMIN. MOTION TO
`FILE UNDER SEAL
`
`
`
`
`
`2
`
`CASE NO.: 5:18-cv-02834-BLF
`CASE NO.: 5:18-cv-00767-BLF
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`ATTORNEYS AT LAW
`
`FENWICK & WEST LLP
`
`

`

`Case 5:18-md-02834-BLF Document 348 Filed 01/18/19 Page 4 of 8
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`
`
`Document
`
`the
`to
`Exhibit 13B
`Monroe Declaration
`(Dkt. 340-20).
`
`
`Document descrip-
`tion
`
`Pages from the Sup-
`plemental
`Infringe-
`ment
`Contentions
`from the Texas Action
`for U.S. Patent No.
`7,802,310.
`
`Originally Re-
`quested Sealed Ma-
`terial
`Entire document.
`
`the
`to
`Exhibit 13C
`Monroe Declaration
`(Dkt. 340-21).
`
`
`Pages from the Sup-
`plemental
`Infringe-
`ment
`Contentions
`from the Texas Action
`for U.S. Patent No.
`6,928,442.
`
`Entire document.
`
`Exhibit 13D to the
`Monroe Declaration
`(Dkt. 340-22).
`
`
`Pages from the Sup-
`plemental
`Infringe-
`ment
`Contentions
`from the Texas Action
`for U.S. Patent No.
`7,945,544.
`
`Entire document.
`
`Revised Requested
`Sealed Material
`
`References are to page
`nos.: 1-2, 20-29, 31-
`34, 44-55, 65-69, 75-
`78, 84-89, 99-102,
`109-112. Although the
`references are to page
`numbers, the Revised
`Requested Sealed Ma-
`terial includes only the
`redacted portions of
`these pages in the up-
`dated exhibits, not
`necessarily the pages
`in their entirety.
`
`References are to page
`nos.: 1-3, 13-15, 21-
`23, 29-31, 36-39, 50-
`52, 58-61. Although
`the references are to
`page numbers, the Re-
`vised
`Requested
`Sealed Material
`in-
`cludes only the re-
`dacted portions of
`these pages in the up-
`dated exhibits, not
`necessarily the pages
`in their entirety.
`
`References are to page
`nos.: 11-12, 23-24, 35-
`38, 48-49, 60-62, 72-
`74, 85-87, 97-99, 109-
`112. Although the ref-
`erences are to page
`numbers, the Revised
`Requested Sealed Ma-
`terial includes only the
`redacted portions of
`these pages in the up-
`dated exhibits, not
`necessarily the pages
`in their entirety.
`
`DECLARATION OF RAVI R.RANGANATH ISO PER-
`SONALWEB AND LEVEL 3’S ADMIN. MOTION TO
`FILE UNDER SEAL
`
`
`
`
`
`3
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`CASE NO.: 5:18-cv-02834-BLF
`CASE NO.: 5:18-cv-00767-BLF
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`FENWICK & WEST LLP
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`

`

`Case 5:18-md-02834-BLF Document 348 Filed 01/18/19 Page 5 of 8
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`
`
`Document
`
`the
`to
`Exhibit 13E
`Monroe Declaration
`(Dkt. 340-23).
`
`
`Document descrip-
`tion
`
`Pages from the Sup-
`plemental
`Infringe-
`ment
`Contentions
`from the Texas Action
`for U.S. Patent No.
`5,978,791.
`
`Originally Re-
`quested Sealed Ma-
`terial
`Entire document.
`
`Revised Requested
`Sealed Material
`
`References are to page
`nos.: 13-15, 22-33, 45-
`47, 54-59, 70-72, 80-
`82. Although the refer-
`ences are to page num-
`bers, the Revised Re-
`quested Sealed Mate-
`rial includes only the
`redacted portions of
`these pages in the up-
`dated exhibits, not
`necessarily the pages
`in their entirety.
`
`None.
`
`to
`are
`References
`page:line nos.: 14:25-
`26.
`
`
`Opposition.
`
`Pages from Personal-
`Web’s
`opposition
`brief that summarize
`any excerpts from any
`of Exhibits 13A, 13B,
`13C, 13D, and/or 13E
`to the Monroe Decla-
`ration.
`
`5. The Revised Requested Sealed Material contains materials designated by Amazon as
`“HIGHLY CONFIDENTIAL—SOURCE CODE” or “HIGHLY CONFIDENTIAL – ATTOR-
`NEYS’ EYES ONLY” pursuant to the Stipulated Protective Order (5:18-md-02834-BLF, Dkt.
`290).
`
`6. Excerpts of Exhibits 13A, 13B, 13C, 13D and 13E are designated “HIGHLY CON-
`FIDENTIAL – SOURCE CODE” pursuant to the Stipulated Protective Order. Previously, Amazon
`designated its source code as “HIGHLY CONFIDENTIAL – SOURCE CODE” under the protec-
`tive order entered in the prior Texas Action. PersonalWeb Techs., LLC v. Amazon.com Inc., No.
`6:11-cv-00658 (E.D. Tex. Filed Dec. 8, 2011), Dkt. 89.
`7. Excerpts of Exhibits 13A through 13E reflect sensitive business information, namely
`infringement contentions reproducing confidential and proprietary source code for Amazon’s Sim-
`ple Storage Service (“S3”). A party seeking to file documents under seal in connection with a
`dispositive motion must establish compelling reasons for doing so to rebut the presumption against
`
`DECLARATION OF RAVI R.RANGANATH ISO PER-
`SONALWEB AND LEVEL 3’S ADMIN. MOTION TO
`FILE UNDER SEAL
`
`
`
`
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`CASE NO.: 5:18-cv-00767-BLF
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`FENWICK & WEST LLP
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`

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`Case 5:18-md-02834-BLF Document 348 Filed 01/18/19 Page 6 of 8
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`
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`public access. See Foltz v. State Farm Mut. Auto. Ins. Co., 331 F.3d 1122, 1136 (9th Cir. 2003).
`The confidential source code Amazon seeks to file under seal meets this standard, as it represents
`Amazon’s trade secret regarding the detailed operations of S3. See Opperman v. Path, Inc., No. 3-
`cv-00453-JST, 2017 WL 1036652, at *2 (N.D. Cal. Mar. 17, 2017) (sealing excerpts of developers’
`proprietary source code in summary judgment pleadings). Though the source code relates to the
`operation of S3 from several years ago, as explained in the previously filed Declaration of Seth
`Markle in support of Amazon’s summary judgment motion (5:18-md-02834-BLF, Dkt.315-18), S3
`works in essentially the same way then as now, meaning the public disclosures of this information
`would reveal critical information about the way in which S3 operates today.
`8. Updated versions of Exhibits 13A through 13E are attached as Exhibits 13A through
`13E. These versions have been newly redacted to conform with this declaration. Only the Revised
`Requested Sealed Material has been redacted.
`9. Excerpts of Exhibit 4 and the corresponding portions of the Opposition that summa-
`rize Exhibit 4 are designated “HIGHLY CONFIDENTIAL – SOURCE CODE” pursuant to the
`Stipulated Protective Order. As explained above, Amazon previously designated its source code
`as “HIGHLY CONFIDENTIAL – SOURCE CODE” under the protective order entered in the
`Texas Action. PersonalWeb Techs., LLC v. Amazon.com Inc., No. 6:11-cv-00658 (E.D. Tex. Filed
`Dec. 8, 2011), Dkt. 89.
`10. Excerpts of Exhibit 4 and portions of the Opposition that summarize Exhibit 4 reflect
`sensitive business information, namely Amazon Principal Software Engineer Seth Markle’s discus-
`sion of confidential and proprietary source code for Amazon’s S3.
`11. Like the excerpts of Exhibits 13A through 13E, the excerpts of Exhibit 4 and portions
`of the Opposition that summarize Exhibit 4 meet the standard set forth in Foltz: they represent
`Amazon’s trade secrets regarding the detailed operations of S3. See Opperman, 2017 WL 1036652,
`at *2 (sealing excerpts of developers’ proprietary source code in summary judgment pleadings).
`12. Updated versions of Exhibit 4 and the Opposition are attached to this declaration.
`These versions have been newly redacted to conform with this declaration. Only the Revised Re-
`quested Sealed Material has been redacted.
`DECLARATION OF RAVI R.RANGANATH ISO PER-
`SONALWEB AND LEVEL 3’S ADMIN. MOTION TO
`FILE UNDER SEAL
`
`5
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`CASE NO.: 5:18-cv-02834-BLF
`CASE NO.: 5:18-cv-00767-BLF
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`

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`Case 5:18-md-02834-BLF Document 348 Filed 01/18/19 Page 7 of 8
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`13. Excerpts of Exhibit 12 and the corresponding portions of the Opposition that summa-
`rize Exhibit 12 are designated “HIGHLY CONFIDENTIAL – ATTORNEYS’ EYES ONLY” pur-
`suant to the Stipulated Protective Order (5:18-md-02834-BLF, Dkt. 290).
`14. Excerpts of Exhibit 12 and the corresponding portions of the Opposition that summa-
`rize Exhibit 12 reflect sensitive business information, namely Associate General Counsel Jeff
`Dean’s discussion of agreements between Amazon and its S3 customers. These documents contain
`the identities of Amazon customers that use S3 technology and the terms of Amazon’s contractual
`relationship with each customer, including whether Amazon indemnifies these customers for the
`purposes of this litigation. Additionally, the underlying customer agreements are subject to non-
`disclosure provisions that limit Amazon’s ability to publicly disclose information about the agree-
`ments. Disclosure of this information would cause injury to Amazon because it would reveal to
`competitors both the identities of Amazon customers and the nature of Amazon’s contractual rela-
`tionships with those customers.
`15. Excerpts of Exhibit 12 and the corresponding portions of the Opposition that summa-
`rize Exhibit 12 meet the standard set forth in Foltz, as they represent Amazon’s confidential cus-
`tomer agreements and the terms of those agreements. See Finisar Corp. v. Nistica, Inc., No. 13-
`CV-03345-BLF(JSC), 2015 WL 3988132, at *4 (N.D. Cal. June 30, 2015) (sealing “excerpts from
`the deposition transcripts” of a party’s employees that “exclusively reflect[ed] [the party’s] confi-
`dential product and business information which [were] not intended for public disclosure”); see
`also id at *5 (sealing party’s agreements with third parties where the “contracts themselves con-
`tain[ed] confidentiality clauses, along with lists of the parties’ obligations and terms of payment”
`and noting “[c]ourts regularly find that litigants may file under seal contracts with third parties that
`contain proprietary and confidential business information”); Ojmar US, LLC v. Sec. People, Inc.,
`No. 16-CV-04948-HSG, 2017 WL 7726713, at *1 (N.D. Cal. Nov. 29, 2017) (“‘[L]icense agree-
`ments, financial terms, details of confidential licensing negotiations, and business strategies’ con-
`taining ‘confidential business information’ satisfied the ‘compelling reasons’ standard in part be-
`cause sealing that information ‘prevented competitors from gaining insight into the parties’ busi-
`ness model and strategy’”) (quoting In re Qualcomm Litig., No. 3:17-CV-0108-GPC-MDD, 2017
`DECLARATION OF RAVI R.RANGANATH ISO PER-
`SONALWEB AND LEVEL 3’S ADMIN. MOTION TO
`FILE UNDER SEAL
`
`6
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`CASE NO.: 5:18-cv-00767-BLF
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`Case 5:18-md-02834-BLF Document 348 Filed 01/18/19 Page 8 of 8
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`WL 5176922, at *2 (S.D. Cal. Nov. 8, 2017)); In re NCAA Student-Athlete Name & Likeness Li-
`censing Litig., No. 09-CV-01967 CW NC, 2013 WL 1997252, at *2 (N.D. Cal. May 13, 2013)
`(sealing portions of document that “reveal[ed] competitively sensitive, individually negotiated fi-
`nancial terms of licensing agreements”).
`16. Updated versions of Exhibit 12 and the Opposition are attached to this declaration.
`These versions have been newly redacted to conform with this declaration. Only the Revised Re-
`quested Sealed Material has been redacted.
`In light of the foregoing, there is a compelling interest in maintaining the confidenti-
`17.
`ality of the Revised Requested Sealed Material described above. Public disclosure of this highly
`confidential information would put Amazon at undue risk of serious harm by revealing trade secrets
`and confidential contractual information that may put Amazon at a competitive disadvantage rela-
`tive to competitors and competing services.
`18. This declaration in support of the Administrative Motion to seal is narrowly tailored
`to those materials that merit sealing. Likewise, updated Exhibits 4, 12, 13A through 13E, and the
`Opposition have been redacted in a way that is narrowly tailored to those materials that merit seal-
`ing.
`
`19. Accordingly, Amazon requests that the Court seal the above-identified Revised Re-
`quested Sealed Material in Exhibits 4, 12, 13A, 13B, 13C, 13D, and 13E and the Opposition.
`20. An updated proposed order is attached to this declaration.
`
` I
`
` declare under penalty of perjury under the laws of the United States that the foregoing is
`true and correct.
`Executed this 18th day of January, 2019, in Mountain View, California.
`
`/s/ Ravi R. Ranganath
`Ravi R. Ranganath
`
`
`
`DECLARATION OF RAVI R.RANGANATH ISO PER-
`SONALWEB AND LEVEL 3’S ADMIN. MOTION TO
`FILE UNDER SEAL
`
`
`
`
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`CASE NO.: 5:18-cv-00767-BLF
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`