1 UNITED STATES PATENT AND TRADEMARK OFFICE
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`2 BEFORE THE PATENT TRIAL AND APPEAL BOARD
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` UNITED PATENTS INC.,
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`)
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`3 4
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`5 Petitioner )
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`6 v. ) Case IPR2018-00043
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`7 FALL LINE PATENTS, LLC, ) Patent 9,454,748
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`8 Patent Owner. )
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`9 - - - - - - - - - - -
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`10
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`11 CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER
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`12
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`13 DEPOSITION OF
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`14
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`KEVIN JAKEL
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`15
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`16
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`17 Thursday, February 14, 2019
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`18
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`19
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`20
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`21
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`22
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`23 Reported by: Lori J. Goodin, RPR, CLR, CRR, RSA
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`24 California CSR #13959
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`25 Assignment No. 261625
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`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
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`2 BEFORE THE PATENT TRIAL AND APPEAL BOARD
`
` UNITED PATENTS INC.,
`
`)
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`3 4
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`5 Petitioner )
`
`6 v. ) Case IPR2018-00043
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`7 FALL LINE PATENTS, LLC, ) Patent 9,454,748
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`8 Patent Owner. )
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`9 - - - - - - - - - - -
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`10
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`11 CONFIDENTIAL PURSUANT TO PROTECTIVE ORDER
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`12
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`13 DEPOSITION OF
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`14
`
`KEVIN JAKEL
`
`15
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`16
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`17 Thursday, February 14, 2019
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`18
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`19
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`20
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`21
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`22
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`23 Reported by: Lori J. Goodin, RPR, CLR, CRR, RSA
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`24 California CSR #13959
`
`25 Assignment No. 261625
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
` The deposition of KEVIN JAKEL was
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`1 2 3
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`4 convened on Thursday, February 14, 2019,
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`5 commencing at 8:46 a.m., at the offices of
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` HAYES and BOONE, LLP
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`6 7
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`8 800 17th Street, Northwest
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`9 Washington, D.C. 20006
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`10
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`11 before Lori J. Goodin, Registered Professional
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`12 Reporter, Certified LiveNote Reporter, Certified
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`13 Realtime Reporter, Realtime Systems Administrator,
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`14 California CSR #13959, and Notary Public in and
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`15 for the District of Columbia.
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`16
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`17
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`18
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`19
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`20
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`21
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`22
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`23
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`24
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`25
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`Unified Patents v. Fall Line
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`1 APPEARANCES
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` For Petitioner:
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`2 3
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`4 JONATHAN R. BOWSER, Esquire
` Senior Patent Counsel
`5 UNIFIED PATENTS
` 1875 Connecticut Avenue, Northwest
`6 Floor 10
` Washington, D.C. 20009
`7 202-669-0260
` jbowser@unifiedpatents.com
`
` And Co-counsel (via telephone):
`
`8 9
`
`10 RAGHAV BAJAJ, Esquire
` HAYNES AND BOONE, LLP
`11 600 Congress Avenue
` Suite 1300
`12 Austin, Texas 78701
` 512-867-8520
`13 raghav.bajaj@haynesboone.com
`
`14
`
`15 For Patent Owner:
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`16 MATTHEW J. ANTONELLI, Esquire
` ANTONELLI, HARRINGTON & THOMPSON, LLP
`17 4306 Yoakum Boulevard
` Suite 4540
`18 Houston, Texas 77006
` 712-581-3000
`19 matt@ahtlawfirm.com
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`20
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`21
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`22
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`23
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`24
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`25
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`Unified Patents v. Fall Line
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`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
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`1 CONTENTS
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`2 EXAMINATION BY PAGE
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`3 Mr. Antonelli 5
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`4 Mr. Bowser 183
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`5 Mr. Antonelli 186
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` EXHIBITS
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`6 7
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`8 None marked
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`9
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`10 PRIOR MARKED EXHIBITS
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`11 FIRST REFERRAL
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`12 Unified Exhibit 1026 Page 158
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`13
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`14
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`15 (Telelphone conference pages 174-177)
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`16
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`17
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`18
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`19
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`20
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`21
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`22
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`23
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`24
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`25
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`1 PROCEEDINGS
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`2 * * *
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`3 KEVIN JAKEL,
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`4 a witness called for examination, having been
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`5 first duly sworn, testified as follows:
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`6 * * *
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`7 EXAMINATION
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`8 BY MR. ANTONELLI:
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`9 Q. Let's start by just having you state
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`10 your name and where you live for the record.
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`11 A. Kevin Jakel, I live in Bethesda,
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`12 Maryland.
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`13 Q. Okay. And, you are an attorney; is
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`14 that right?
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`15 A. I am.
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`16 Q. And how long have you been an
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`17 attorney?
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`18 A. 2004, I believe.
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`19 Q. You have also had your deposition
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`20 taken a number of times?
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`21 A. I have.
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`22 Q. How many times?
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`23 A. Seven, eight.
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`24 Q. And is that all in connection with
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`25 your work for Unified Patents?
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`1 A. All except for one.
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`2 Q. Okay. Let me just say a few things
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`3 and I won't belabor it. And if you have any
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`4 questions you can ask about it.
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`5 But we obviously have to speak one
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`6 person at a time so that the court reporter can
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`7 get everything down.
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`8 I'm going to try to ask my questions
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`9 as clearly, simply, as I can today. I don't want
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`10 to mess that up a bunch, probably.
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`11 If I do, just let me know that you
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`12 don't understand my question and I will come at
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`13 it from a different perspective. Is that fair?
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`14 A. Fair.
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`15 Q. Okay. I'm going to ask you this
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`16 question; it is not personal. We ask this
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`17 question at all our depositions.
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`18 There aren't any issues that you are
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`19 having this morning that would give you any
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`20 problems giving your testimony today? Do you
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`21 have any medical issues, taking any drugs,
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`22 anything like that?
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`23 A. I have a good bit of caffeine.
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`24 Q. That has got you in good shape for
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`25 your deposition today?
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`1 A. I'm good, yes.
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`2 Q. Okay. So, no problems for today.
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`3 From time to time your attorney
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`4 sitting next to you may object for purposes of
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`5 the record. You don't have to worry about that.
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`6 Those are just objections for the record to
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`7 preserve them in case they need to be ruled on by
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`8 the patent board at some future time.
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`9 You should still answer my questions
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`10 to the best of your ability.
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`11 Of course, if you get an instruction
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`12 on privilege grounds which I'm sure you are
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`13 familiar with, that is a different issue and you
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`14 can deal with that with your own attorney.
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`15 But, otherwise the objections are
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`16 really just to preserve them for the record and
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`17 you should still try to answer my questions to
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`18 the best of your ability.
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`19 Is that understandable?
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`20 A. Understood.
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`21 Q. Good, okay.
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`22 MR. ANTONELLI: And if I'm talking
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`23 too fast, let me know, because I tend to do
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`24 that.
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`25 THE REPORTER: Thank you.
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`1 BY MR. ANTONELLI:
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`2 Q. Okay. Let me just get a little bit
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`3 of your background. If you would just tell me
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`4 about your career before you started at Unified
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`5 Patents.
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`6 A. So, I started out as an engineer a
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`7 long time ago. Built satellites with the
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`8 government. And then I decided to go to law
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`9 school. Moved to D.C., went to work at the
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`10 Patent Office for about two years.
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`11 And then I moved to Howrey, and I
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`12 went to law school at night and did patent
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`13 prosecution for Howrey during the day.
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`14 Then I graduated from law school,
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`15 did prosecution and litigation work at Howrey for
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`16 a couple of years and then moved to Kay Scholer.
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`17 I was at Kay Scholer for five years. Almost
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`18 entirely litigation work at Kaye Scholer.
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`19 Then moved to Intuit and was head of
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`20 IP litigation at Intuit for a few years before
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`21 leaving Intuit and founding Unified.
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`22 Q. What year did you leave Intuit and
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`23 found Unified?
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`24 A. 2012.
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`25 Q. Whose idea was it to found Unified?
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`1 A. It was mine.
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`2 Q. Who did you first ever disclose your
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`3 idea to found Unified to?
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`4 A. My wife.
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`5 Q. And then who?
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`6 A. I don't remember. Maybe some people
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`7 at Intuit and some other colleagues in the
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`8 industry.
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`9 Q. Can you tell me the names of the
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`10 people at Intuit and the names of the other
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`11 colleagues in the industry who you first remember
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`12 talking to about the idea of founding Unified?
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`13 A. So, Anirma Gupta was my boss at
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`14 Intuit. She would have been one of them.
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`15 This guy named Arian who also worked
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`16 at Intuit. I'm trying to remember his last name.
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`17 I can't remember his last name. Another guy
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`18 named Mike at Intuit, too. I can't remember
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`19 either of their last names at this moment.
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`20 Q. What about the colleague that you
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`21 mentioned?
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`22 A. I talked to lots and lots of people.
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`23 Mostly, mostly just giving them the idea of what
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`24 I was thinking and getting their feedback.
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`25 I'm really having a hard time
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`1 remembering names this morning. It was a guy at
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`2 Google. I can find him on my phone later today.
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`3 Q. So, there was a guy at Google.
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`4 Anyone else?
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`5 A. There was a guy at Google. A couple
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`6 of people from Google. There was a guy at
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`7 LinkedIn. People from Cisco. Doug Lufman from
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`8 what was then CBSI. I will have to go look at
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`9 people's names.
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`10 Q. You mentioned a number of companies.
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`11 I understand you are having difficulties
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`12 remembering peoples' names. You mentioned
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`13 Google, LinkedIn, Cisco, CBSI, Intuit. Can you
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`14 remember any other people that you spoke to by
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`15 what company they were with?
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`16 A. Heather Muse from Apple. Although
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`17 actually I'm not sure she was at Apple when I --
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`18 I think she was at, yeah, I don't think she was
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`19 at Apple when I founded Unified. I think she was
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`20 at Fenwick & West
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`21 Q. Any other companies?
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`22 A. Not off the top of my head.
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`23 Q. Did you speak to folks at Apple at
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`24 the time?
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`25 A. Before I founded it, or at the time
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`1 I founded it?
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`2 Q. This initial discussion we were just
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`3 talking about in terms of people that you talked
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`4 to after you talked to your wife about your idea
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`5 for founding.
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`6 A. I don't recall if I spoke to anyone
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`7 at Apple specifically at the time.
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`8 Q. You mentioned Heather Muse at
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`9 Fenwick & West. Did you speak to any other law
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`10 firms at the time about your idea to start
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`11 Unified Patents?
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`12 A. Sure. I mean, friends from Kay
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`13 Scholer, and others I know from just outside
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`14 counsel lawyers.
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`15 Q. Which others?
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`16 A. There is Michael Sacksteder from
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`17 Fenwick & West. I think I might have bounced the
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`18 idea off of him. That is all I'm thinking of
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`19 right at the moment.
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`20 Q. Okay. Anyone at Haynes and Boone?
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`21 A. I don't think so --
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`22 Q. WilmerHale --
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`23 A. -- not at that time.
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`24 Q. How about WilmerHale?
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`25 A. No, I don't think anyone from
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`1 WilmerHale, either.
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`2 Q. So you can't remember any other
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`3 firms that you may have spoken to about the
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`4 initial ideas for Unified?
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`5 A. It was six years ago. I don't
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`6 remember.
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`7 Q. Fair enough. Did you found Unified
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`8 Patents on your own?
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`9 A. I did, yes.
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`10 Q. So, when Unified Patents was
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`11 founded, were you the sole shareholder or had the
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`12 sole equity interest in the company?
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`13 A. When it was originally founded, yes.
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`14 Q. Okay. Did that change?
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`15 A. So, I looked for someone to work
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`16 with me on Unified.
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`17 The first person that came on board
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`18 was a guy named Brian Hinman.
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`19 Q. Could you spell Brian Hinman's last
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`20 name?
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`21 A. H-I-N-M-A-N.
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`22 Q. When did Brian Hinman come on board?
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`23 A. I think that was September of 2012.
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`24 September, October, somewhere in there.
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`25 Q. So, before that, September/October,
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`1 you had the sole equity interest in Unified?
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`2 A. Yes.
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`3 Q. And it had been established at that
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`4 point for how long?
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`5 A. For three, four months.
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`6 Q. Okay. So, when Brian Hinman got
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`7 involved, then, did he become the partial owner
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`8 of Unified?
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`9 A. He did.
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`4 Q. Are you and Brian Hinman currently
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`5 the owners of Unified Patents?
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`6 A. No. Brian left in the summer of
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`7 2013.
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`8 Q. Why did he leave?
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`9 A. He left to be the head of IP for
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`10 Philips.
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`11 Q. Okay. And, does he still have an
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`12 ownership interest in Unified?
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`13 A. He does not.
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`14 Q. What happened to his ownership
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`15 interest?
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`19 So, when he left Shawn Ambwani
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`20 joined Unified and for all purposes basically
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`21 swapped out as a co-owner in Unified.
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`11 Q. Help me understand your equity
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`12 interest in the company.
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`13 Because you have just mentioned that
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`14 you were on a vesting schedule as well.
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`15 So, when it started, you owned
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`16 100 percent of it, right?
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`17 A. Well, yes, you own it, but when you
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`18 bring on partners and you work with people, you
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`19 tend to come up with a structure for it.
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`20 And, the typical way to found the
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`21 company and do this even for the person who
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`22 starts it is to give yourself a
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` vesting
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`23 cycle.
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`24 And it is true, you know, mostly for
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`25 bringing other people on board.
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`1 So, if someone else comes and helps
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`2 you build the company, they know that you have an
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`3 interest in working to build it as opposed to
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`4 just having all of the equity and then whatever
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`5 you get a different deal, you leave and you still
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`6 own everything that you own but you no longer are
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`7 kind of helping build it.
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`8 Q. Right.
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`9 A. So, you create this for you and the
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`10 others in such a way that you give incentives for
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`11 you to help build it over time.
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`12 Q. Okay. So you had that structure in
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`13 place before Brian Hinman joined. Or is that
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`14 right or is that structure put in place once
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`15 Brian Hinman joined?
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`16 A. I believe it was in place before
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`17 Brian Hinman. But, to be honest I don't
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`18 remember.
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`19 Q. Okay. So, you mentioned another man
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`20 that I guess joined in 2014. And you have to say
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`21 his last name again for me.
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`22 A. Sure, Shawn, A-M-B-W-A-N-I.
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`23 Q. And you say that he basically
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`24 stepped in to Brian Hinman's shows?
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`25 A. He did.
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`1 Q. Is Shawn Ambwani still with Unified?
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`2 A. He is.
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`3 Q. What is his ownership interest in
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`4 Unified?
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`5 A.
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`6 Q. What is your current interest?
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`7 A.
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`8 Q. Are you guys the only owners of
`
`9 Unified?
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`10 A. We are.
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`11 Q. Have there ever been any other
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`12 individuals that have had equity interest in
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`13 Unified?
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`14 A. We are the, all outstanding shares
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`15 are owned by Shawn and myself.
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`16 Q. What about in the past. We
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`17 mentioned three people so far.
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`18 A. That is everything, yes.
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`19 Q. Okay.
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`20 A. All of the outstanding shares have
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`21 just been described.
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`22 Q. Great. You mentioned that when you
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`23 started at Unified you did not take a salary. Is
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`24 that right?
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`25 A. That is true.
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`1 Q. Have you ever taken a salary?
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`2 A. I have.
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`3 Q. When did you start receiving a
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`4 salary from Unified?
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`5 A. I think I started taking a salary
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`6 in, I'm guessing here May, June of 2013.
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`7 Q. And did Brian Hinman ever get a
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`8 salary?
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`9 A. He would have gotten a salary in
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`10 around May or June of 2013.
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`11 Q. What was his salary?
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`12 A. We both paid ourselves I think in
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`13 May or June somewhere around maybe
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`15 Q. Was that an annual salary or lump
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`16 sum payment?
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`17 A. Annual salary. We finally had some
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`18 funding from memberships and that was the
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`19 beginning of paying ourselves a little bit of
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`20 salary I believe.
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`21 Q. And are you currently taking a
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`22 salary?
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`23 A. I am.
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`4 Q. Okay. When you founded Unified
`
`5 Patents, did you ever receive any funding from
`
`6 any person or entity to help you found it?
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`7 A. Never.
`
`8 Q. Did any companies help you found
`
`9 Unified?
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`10 A. They did not.
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`11 Q. Does Unified have a Board of
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`12 Directors?
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`13 A. We do not. I am the sole individual
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`14 on the board of Unified.
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`15 Q. Does Unified have any kind of board
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`16 of advisors?
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`17 A. We do not have a board of advisors.
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`18 Q. Unified is a for profit company,
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`19 correct?
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`20 A. We are.
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`21 Q. How many employees does Unified
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`22 currently have?
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`23 A. I think we have, right now around 12
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`24 employees.
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`25 Q. Can you name them and tell me what
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`1 they do?
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`2 A. We have Jonathan Bowser; he is an
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`3 attorney.
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`4 We have Jonathan Stroud; he is an
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`5 attorney. We have Ashraf Fazi; she is an
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`6 attorney. We have Sam Jaffna; he is an attorney.
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`7 Q. Can you spell Sam Jaffna's last
`
`8 name?
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`9 A. J-A-F-F-N-A.
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`10 Q. Sorry, please continue.
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`11 A. We have Christine Bante, B-A-N-T-E.
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`12 She is public relations and she
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`13 helps out on a bunch of different things.
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`14 Obviously we have Shawn and myself.
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`15 We just discussed us, though.
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`16 We have Robby, what is his last
`
`17 name?
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`18 MR. ANTONELLI: If you want to help
`
`19 feel free.
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`20 MR. BOWSER: Jain.
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`21 THE WITNESS: Jain.
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`22 BY MR. ANTONELLI:
`
`23 Q. Robert Jain?
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`24 A. J-A-I-N, yes. Robert Jain is, he
`
`25 recently became an attorney. Before that he was
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`1 in law school and working for us. But, he
`
`2 recently passed the bar.
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`3 We have two software developers, one
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`4 is Zach Gao, G-A-O, and the most recent guy to
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`5 join is, what is his name. He is another
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`6 software developer and off the top of my head I
`
`7 can't remember his name.
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`8 Q. I count ten. Anyone else?
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`9 MR. BOWSER: Roshan.
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`10 THE WITNESS: Oh, yes, Roshan. What
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`11 is his last name.
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`12 MR. BOWSER: Mansinghani.
`
`13 THE WITNESS: Mansinghani. He is an
`
`14 attorney. Who else? That might be it. That
`
`15 might be 11.
`
`16 BY MR. ANTONELLI:
`
`17 Q. Fair enough.
`
`18 A. Yes.
`
`19 Q. And, you know, I appreciate you
`
`20 helping with the names and all of that. That is
`
`21 great. Just to be clear we've got to be careful
`
`22 the rest of the deposition.
`
`23 MR. BOWSER: Understood.
`
`24 MR. ANTONELLI: Obviously for things
`
`25 like this it is not a big deal.
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`1 MR. BOWSER: Uh-huh.
`
`2 BY MR. ANTONELLI:
`
`3 Q. So, those are the 11 you can think
`
`4 of?
`
`5 A. Yes, and I think we got the
`
`6 employees.
`
`7 Q. You think you got it?
`
`8 A. We have some like law students that
`
`9 help out, we try to hire law students to do
`
`10 random stuff and give them opportunity to put a
`
`11 real job on their resumé and stuff like that.
`
`12 Q. Sure.
`
`13 A. So, we work with some people from
`
`14 American University and we also work with some
`
`15 kids from Santa Clara University.
`
`16 Q. So, in some of the early press
`
`17 releases that I have seen from Unified there is
`
`18 reference made to sort of partnering with Google
`
`19 and NetApp was part of the original founding of
`
`20 Unified Patents?
`
`21 A. That is what the journalists put
`
`22 down and we tried to get them to correct their
`
`23 description of the relationship between us and
`
`24 those companies. But, they chose to leave their
`
`25 articles as is.
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`1 Q. What was the relationship at the
`
`2 time of founding of Unified between Google and
`
`3 NetApp?
`
`4 A. They were the first companies to
`
`5 sign agreements with us. But they didn't fund
`
`6 Unified in any way to found it.
`
`7 We had already existed for nine
`
`8 months at the time that we kind of got things off
`
`9 the ground.
`
`10 And, the relationship was
`
`11 essentially the same as all of the other ones.
`
`12 It is just they happened to be the first.
`
`13 Q. Had Unified filed any kind of IPR or
`
`14 re-exam request prior to Google and NetApp
`
`15 signing agreements with Unified?
`
`16 A. No.
`
`17 Q. I don't think I necessarily need to
`
`18 go over all of your employees individual
`
`19 salaries. So I'm going to try to avoid getting
`
`20 into that level of detail.
`
`21 But, can you tell me the overall
`
`22 salary expenses that Unified has today?
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`14 Q. What other expenses does Unified
`
`15 have?
`
`16 A. Rent, travel, a whole bunch of
`
`17 stuff. Meals and conferences and, you know, all
`
`18 of that good stuff.
`
`19 Q. What about outside counsel? Is that
`
`20 a big expense for Unified?
`
`21 A. Outside counsel is probably, is our
`
`22 biggest expense in terms of like, if you are
`
`23 talking about, I thought you were kind of talking
`
`24 about the company and stuff.
`
`25 But, yes. So, in doing our
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`1 deterrence work that we do for the zones that we
`
`2 work for, outside counsel is our single biggest
`
`3 expense.
`
`4 Q. How big is your outside counsel
`
`5 expense?
`
`6 A.
`
`7 year.
`
` million a
`
`8 Q. And those are going to, say for
`
`9 example, the attorneys that are filing and
`
`10 prosecuting the IPRs in front of the patent
`
`11 office?
`
`12 A. That is a big, that is the big part
`
`13 of the outside counsel expense. And there are a
`
`14 few other things that people do as well, but.
`
`15 Q. Anything else significant you want
`
`16 to mention other than the IPRs?
`
`17 A. Well, it is, we don't all, I mean we
`
`18 pay them and they don't always need to file an
`
`19 IPRs, final research, validity, everything, we do
`
`20 all of that doesn't always end up in IPRs.
`
`21 But, the IPRs are the biggest
`
`22 expense.
`
`23 Q. So, also some work that kind of
`
`24 investigating for potential IPRs then it may not
`
`25 turn out to be an IPR?
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`1 A. Yes. Landscape work, we do a bunch
`
`2 of that stuff as well.
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`14 Q. That is fine. I just want to get
`
`15 the knowledge. I appreciate you are not going to
`
`16 have the exact number. I couldn't do it for my
`
`17 law firm. I can give you a pretty good ballpark.
`
`18 That is all I am looking for. So, that's fair
`
`19 enough.
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`21 Q. Where do you maintain offices? You
`
`22 have two offices?
`
`23 A. One in San Jose and one in D.C.
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`7 Q. Any other bigger ticket items that
`
`8 you can think of that make up part of the expense
`
`9 structure of Unified that you haven't mentioned
`
`10 yet?
`
`11 A. Sure, I mean, I don't know. Not off
`
`12 the top of my head.
`
`13 Q. So, we have gone over all of the big
`
`14 ones that are obvious?
`
`15 A. As far as I can remember right now.
`
`16 Q. Okay. So, I guess we will stick
`
`17 with 2017 because that was the one that you were
`
`18 comfortable talking about with about
`
`19 in revenue.
`
`20 Where did that revenue come from?
`
`21 A. That revenue would have come from
`
`22 all of our membership fees.
`
`23 So, each of the zones has
`
`24 memberships; people pay to participate in a zone.
`
`25 And the amount that they pay us goes into, if you
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`1 add it all up, it is somewhere around
`
`.
`
`2 Q. Okay.
`
`3 A. The, there is some additional
`
`4 revenue that comes in from conferences.
`
`5 So, we run conferences throughout
`
`6 the year and I think brought in like
`
` on
`
`7 conferences. And then we also have some revenue
`
`8 from what we are calling our standard essential
`
`9 patent zones in 2017.
`
`10 Those made up, those made up another
`
`11
`
`.
`
`12 And actually I, that is probably
`
`13 where the extra expenses went on 2017 is we spent
`
`14 a bunch of money doing landscape analysis and
`
`15 building a machine running algorithm to identify
`
`16 standard essential patents and a whole bunch of
`
`17 work on standard essential landscaping stuff.
`
`18 Q. Was that done in-house or with
`
`19 outside counsel?
`
`20 A. That was done mostly in-house and
`
`21 working with other third party, like landscaping,
`
`22 like search, search firms.
`
`23 Q. Sure. Okay. Any other source of
`
`24 revenue than the ones that you have just
`
`25 mentioned?
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`1 A. No.
`
`6 Q. Okay. And, to be clear, I want to
`
`7 make sure I'm using the right terminology. That
`
`8 is how you referred to it within Unified Patents.
`
`9 These fees are called membership fees?
`
`10 A. Yes, membership fees, subscription
`
`11 fees.
`
`12 Q. Sometimes you refer to then as
`
`13 subscription fees?
`
`14 A. Yes.
`
`15 Q. And then the people that you get
`
`16 these fees from, you call them members or
`
`17 subscribers?
`
`18 A. Yes.
`
`19 Q. You use both terminology within
`
`20 Unified?
`
`21 A. Yes, I mean subscribers, not so much
`
`22 subscribers. But, members are what we kind of
`
`23 refer to, to people who participate.
`
`24 Subscription fees is what the
`
`25 agreement, the membership agreement refers to as
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`1 subscription fees; membership fees is a casual
`
`2 term that we definitely hear.
`
`3 Q. It sounds like the best lingo is
`
`4 members pay subscription fees?
`
`5 A. Yes.
`
`6 Q. You mentioned that you actually have
`
`7 membership agreements with your members?
`
`8 A. We do.
`
`9 Q. Those are written agreements I
`
`10 assume?
`
`11 A. They are. Only written agreements.
`
`12 Q. And they are, are they for a term of
`
`13 one year or do they automatically renew? What is
`
`14 the story there?
`
`15 A. They are designed to automatically
`
`16 renew.
`
`17 So, if a company wants to renew, we
`
`18 send them an invoice and they pay the invoice,
`
`19 then their membership renews.
`
`20 Q. So, they renew by paying?
`
`21 A. If they don't pay, they are in
`
`22 breach of the membership agreement. It doesn't
`
`23 work for me, but, yes.
`
`24 Q. It is not like the Book of the Month
`
`25 Club where they keep sending you books and you've
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`1 got to pay for them unless you figure out how to
`
`2 cancel it?
`
`3 A. Yes, it doesn't work like that.
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`12 Q. And that is a list of options that
`
`13 all fall within the category of Unified using its
`
`14 best of its abilities to generate deterrence?
`
`15 A. Yes.
`
`16 Q. In fact, Unified has most often
`
`17 chosen the option to file IPRs, right?
`
`18 At least, that is what you have
`
`19 spent most of your money on. Is that fair?
`
`20 A. So, this is my personal feeling is
`
`21 that, after having studied everything and been in
`
`22 this area for a while, IPRs are the most cost
`
`23 effective way for Unified to generate that
`
`24 deterrence.
`
`25 Q. And that is the choice that Unified
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`1 has made, though, right?
`
`2 A. Unified has made the choice to file
`
`3 IPRs as its most effective way of generate the
`
`4 deterrence for the zones we work for.
`
`5 Q. Have you ever, has Unified in any
`
`6 way ever communicated to members or potential
`
`7 members that that is what it is determined as
`
`8 being the most effective way to generate
`
`9 deterrence?
`
`10 A. I don't know what you exactly mean
`
`11 by communicated.
`
`12 Q. Well say it at a conference, or in a
`
`13 phone call or one of your meetings with your
`
`14 members, anything like that?
`
`15 A. It is not a secret that Unified
`
`16 believes that filing IPRs is a good way to
`
`17 generate deterrence for the zone we work in.
`
`18 Q. Okay. But I have a specific
`
`19 question for a specific reason which is have you
`
`20 ever communicated that nonsecret to your members?
`
`21 A. It has been a nonsecret since the
`
`22 day we started the company.
`
`23 Q. Have you communicated it to your
`
`24 members?
`
`25 A. I guess I'm, it is not the business
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`1 model has been communicated. The idea of
`
`2 challenging patents as part of our business model
`
`3 has been part of Unified's business model from
`
`4 day one.
`
`5 So, like, we are going to file IPRs,
`
`6 it is not the conversation. The conversation is,
`
`7 we are going to generate a deterrence on behalf
`
`8 of the zone.
`
`9 One of the things that is going to
`
`10 be part of that is going to be challenging
`
`11 patents and Unified is going to have the ability
`
`12 to do any, any option we want and one of those
`
`13 options is filing IPRs.
`
`14 Q. So, I appreciate everything you
`
`15 said.
`
`16 But, I don't think you quite
`
`17 answered my question.
`
`18 A. I think I did.
`
`19 Q. Let me try to ask it a different way
`
`20 just because I want to, I didn't mean to have an
`
`21 argument with you about whether you answered my
`
`22 question. Maybe that is a bad way for me to
`
`23 start my question.
`
`24 Let me try to go at it a different
`
`25 way, because, what I'm particularly interested in
`
`Unified Patents v. Fall Line
`IPR2018-00043
`Unified Exh bit 1029 (public version of Fall Line Exhibit 2009)
`
`
`
`1 is, you have told me today that Unified has
`
`2 figured out the best way to generate deterrence
`
`3 is to file IPRs. Fair?
`
`4 A. Fair.
`
`5 Q. Have you ever told that to any of
`
`6 your members?
`
`7 A. I don't think I have ever had that
`
`8 conversation where I said those exact words to a
`
`9 member, to my recollection.
`
`10 Q. Okay. Let me ask a little bit more
`
`11 of a follow-up because I'm not super interested
`
`12 in having my question be limited to whether you
`
`13 said those exact words.
`
`14 So, specifically, whether or not you
`
`15 used those exact words, please tell me if you or
`
`16 anyone else at Unified has ever communicated to a
`
`17 member t
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