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`BEFORE THE PATENT TRIAL AND APPEAL BOARD
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`SIRIUS XM RADIO INC.,
`Petitioner,
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`Vv.
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`FRAUNHOFER-GESELLSCHAFT ZUR FORDERUNG DER
`ANGEWANDTEN FORSCHUNGE.V.,
`Patent Owner.
`
`Case IPR2018-00682
`Patent No. 6,931,084
`
`
`
`DECLARATION OF PATRICK L. DONNELLY
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`Petitioner Sirius XM Radio Inc. — Exhibit 1018, p. 1
`Sirius XM v. Fraunhofer — IPR2018-00682
`U.S. Patent No. 6,931,084
`
`
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`I, Patrick L. Donnelly, declare as follows:
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`1.
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`I am Executive Vice President, General Counsel and Secretary of
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`Sirius XM RadioInc. (“Radio”). Iam also Executive Vice President, General
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`Counsel and Secretary of Sirius XM Holdings Inc. (“Holdings”).
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`I makethis
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`declaration based upon mypersonal knowledgeofthe facts stated herein.
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`2.
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`Radio is a corporation engagedin the businessof, inter alia,
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`transmitting music, sports, entertainment, comedy,talk, news,traffic and weather
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`channels, as well as infotainmentservices, in the United States on a subscription
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`fee basis through two proprietary satellite radio systems andvia the Internet.
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`3.
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`Radio is a wholly-ownedsubsidiary of Holdings. Holdings ownsall
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`of the issued and outstanding capital stock of Radio.
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`4.
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`»
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`Holdings is a non-operational holding company.
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`Holdings has the power to appoint the officers and directorsofits
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`wholly owned subsidiary, Radio, but it does not operate the business of Radio or
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`control the day-to-day business or operations of Radio.
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`6.
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`Radio and Holdings maintain separate business records and financial
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`accounts.
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`re
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`Liberty Media Corporation andits subsidiaries and affiliates (“Liberty
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`Media”) beneficially owns “approximately 70% of the outstanding shares of
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`Petitioner Sirtus XM Radio Inc. — Exhibit 1018, p. 2
`Sirius XM v. Fraunhofer — IPR2018-00682
`U.S. Patent No. 6,931,084
`
`
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`Holdings’ commonstock.” Ex. 2001-4. Liberty Media has no direct ownership of
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`Radio.
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`8.
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`Liberty Media does not control or operate the businessactivities and
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`operations of Holdings or Radio.
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`9.
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`Liberty Media maintains business operations, business records, and
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`financial accounts separate from Holdings and Radio.
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`10.
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`Liberty Media hasthe ability to (i) “determine the outcomeofall
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`matters requiring general stockholder approval, including the election of the board
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`of directors and changesto [Holdings’] certificate of incorporation or by-laws,” (ii)
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`“cause or prevent a change of control of Holdings,” and(iii) “preclude any
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`unsolicited acquisition of [Holdings’].” Ex. 2001-28. While Liberty Media has the
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`ability to change the charter of Holdings and replace the Board of Directors of
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`Holdings, Liberty Media does not control or direct the day-to-day operations of
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`Holdings.
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`11.
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`Fraunhofer-Gesellschaft Zur Forderung Dr Angewandten Forschung
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`E.V.(“Fraunhofer”) sued Radio for allegedly infringing U.S. Patent Nos.
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`6,931,084; 7,061,997; 6,993,084; and 6,314,289 (the “Asserted Patents”) (the
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`“Fraunhofer Litigation”). Ex. 2010. Fraunhofer did not sue Holdings or Liberty
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`Mediafor patent infringement on the Asserted Patents and neither Holdings nor
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`Liberty Media could be sued for allegedly infringing the Asserted Patents.
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`Petitioner Sirius XM Radio Inc. — Exhibit 1018, p. 3
`Sirius XM v. Fraunhofer — IPR2018-00682
`U.S. Patent No. 6,931,084
`
`
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`12.
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`Radio has been and will continue to be solely responsible for directing
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`and controlling all matters pertaining to the IPR petition in this proceeding and the
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`Fraunhofer Litigation. Radio has been and will continueto be the only entity
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`paying for and funding all filing and legal fees associated with both proceedings.
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`13. Neither Holdings nor Liberty Media participated in or exercised any
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`control over the decisionto file or the content of the petition in this proceeding.
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`14. Neither Holdings nor Liberty Media has, or will, direct, control, fund,
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`or make any decisions, exercise control over, or otherwise participate in (i) any
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`matters or filings relating to this proceeding, including regarding any content
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`subjectto this proceeding,(ii) pay any filing or legal fees associated with this
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`proceeding,or(iii) engage in any of the foregoing for any of the IPR petitions
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`challenging the Asserted Patents.
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`15. Neither Holdings nor Liberty Mediahas,or will, direct, control, fund,
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`or make any decisions or otherwise participate in the Fraunhofer Litigation, nor has
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`either of them paid or will either of them pay anyfiling or legal fees associated
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`with the Fraunhofer Litigation.
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`Petitioner Sirius XM Radio Inc. — Exhibit 1018, p. 4
`Sirius XM v. Fraunhofer — IPR2018-00682
`U.S. Patent No. 6,931,084
`
`
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`I hereby declare, under penalty of perjury, that all statements made
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`herein are of my own knowledgearetrue andthat all statements made on
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`information and belief are believed to be true; and further that these statements
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`were madewith the knowledgethat willful false statements and the like so made
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`are punishable by fine or imprisonment, or both, under Section 1001 of Title 18 of
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`the United States Code.
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`Dated: June 28, 2018
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`
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`Patrick L. Don
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`Petitioner Sirius XM Radio Inc. — Exhibit 1018, p. 5
`Sirius XM v. Fraunhofer — IPR2018-00682
`U.S. Patent No. 6,931,084
`
`