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proprietary information, including QTL’s confidential intellectual property
licensing communications, contractual terms and business analysis, strategy and
decision-making that incorporates highly sensitive and proprietary information and
processes that QTL relies upon to pursue its commercial interests.

13. Specifically, in Exhibit 1, the final sentence of paragraph 94 and the
portion of the first sentence of paragraph 296 starting after the words “market
power in 5G,” through the end of the sentence, and notes 179 and 513, contain
information about agreements, including specific contractual terms contained
within those agreements, subject to confidentiality obligations that prohibit the
disclosure of those agreements or the disclosure of the specific terms contained
within those agreements, or contain a description of contract negotiations with
prospective counterparties that are subject to nondisclosure agreements, or contain
information about QTL’s business analysis, strategy and decision-making that
incorporates highly sensitive and proprietary information and processes that QTL
relies upon to pursue its commercial interests.

14. Specifically, Exhibit 2 page 256 line 12 through page 257 line 23
contain information about agreements, including specific contractual terms
contained within those agreements, subject to confidentiality obligations that
prohibit the disclosure of those agreements or the disclosure of the specific terms
contained within those agreements. Those portions of Exhibit 2 also contain
information about contract negotiations with prospective counterparties that are
subject to nondisclosure agreements.

15. Specifically, all of the excerpts of the Motion To Exclude identified in
paragraph 11, above, and Exhibits 3-8, contain information about agreements,
including specific contractual terms contained within those agreements, subject to
confidentiality obligations that prohibit the disclosure of those agreements or the
disclosure of the specific terms contained within those agreements.

16. Specifically, page 4, line 6 and page 5 note 6 of the Motion To

5 Case No. 17-CV-0220-LHK-NMC
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10. In my experience and to the best of my knowledge, the confidentiality
obligations specified above have been strictly followed at QTL. I was informed of
QTL’s practices and policies described herein when I first joined QTL, and I have
informed others at QTL of our confidentiality obligations and practices.
11. Ihave reviewed the Federal Trade Commission’s Motion To Exclude
Expert Testimony of Professor Aviv Nevo, the August 30, 2018 Declaration of
Jennifer Milici in Support of Federal Trade Commission’s Motion To Exclude
Expert Testimony of Professor Aviv Nevo (“Milici Decl.”) and Exhibits 1-8 thereto
(collectively, the “FTC’s Nevo Submissions”), from the perspective of whether
they include information that QTL would consider confidential under the practices
and policies described above. Based on this review, I have determined that the
FTC’s Nevo Submissions do include confidential QTL information, specifically in
all or portions of the following:
° Motion To Exclude:
e Page 2, lines 4-5;
e Page 2 note 3;
° Page 3, lines 3-4,
e Page 4, line 6;
e Page 4 note 5;
° Page 5, line 8, and
e Page 5 note 6.

° Milici Decl.:
° Pages 2-3; and
° Exhibits 1-8.

12. The information in these documents reflects the type of negotiating
information, contract terms and business strategies that QTL maintains as
confidential. The FTC’s Nevo Submissions reveal details about QTL and its

contractual and negotiating counterparties that include highly sensitive and

4 Case No. 17-CV-0220-LHK-NMC
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Exclude contain information about contract negotiations with prospective
counterparties that are subject to nondisclosure agreements.

17. Specifically, page 4 note 5 of the Motion to Exclude and Exhibit 8
contain information about QTL’s business analysis, strategy and decision-making
that incorporates highly sensitive and proprietary information and processes that
QTL relies upon to pursue its commercial interests.

18. Specifically, within paragraphs 5, 6, 7, 8 and 9 of the Milici Decl., the
names of the agreements, the names of the parties to the agreements, and the
effective dates of the agreements contain information subject to confidentiality
obligations that prohibit the disclosure of those agreements.

19. Public disclosure of this information would harm QTL by potentially
advantaging its competitors which would have insights into QTL’s business
practices. Disclosure could also unfairly benefit actual and potential third parties
with respect to QTL’s contracting activities by disclosing confidential information
that will disadvantage QTL in ongoing and future contract negotiations. This is
because counterparties in such negotiations could use confidential information
included in the FTC’s Nevo Submissions to gain an advantage that would not
otherwise be possible absent disclosure of the confidential information and thereby
compromise QTL’s commercial interests.

20. This confidential information is not publicly known, and QTL
recognizes and protects the enormous value of this information through its various
policies and procedures designed to protect confidential information from

disclosure.

6 Case No. 17-CV-0220-LHK-NMC
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Case 5:17-cv-00220-LHK Document 851-1 Filed 09/12/18 Page 1 of 7

CRAVATH, SWAINE & MOORE LLP
Gary A. Bornstein (pro hac vice)
gbornstein@cravath.com

Yonatan Even (pro hac vice)
yeven@cravath.com

825 Eighth Avenue

New York, New York 10019-7475
Telephone: (212) 474-1000

Facsimile: (212) 474-3700

KEKER, VAN NEST & PETERS LLP
Robert A. Van Nest (SBN 84065)
rvannest@keker.com

Eugene M. Paige (SBN 202849)
epaige@keker.com

Justina Sessions (SBN 270914)
jsessions@keker.com

633 Battery Street

San Francisco, CA 94111-1809
Telephone: (415) 391-5400
Facsimile: (415) 397-7188

Attorneys for Defendant
QUALCOMM INCORPORATED

MORGAN LEWIS & BOCKIUS LLP
Richard S. Taffet (pro hac vice)
richard.taffet@morganlewis.com

101 Park Avenue

New York, New York 10178-0060
Tel: (212) 309-6000

Fax: (212) 309-6001

MORGAN LEWIS & BOCKIUS LLP
Willard K. Tom (pro hac vice)
willard.tom@morganlewis.com.com
1111 Pennsylvania Ave. NW
Washington, DC 20004-2541
Telephone: (202) 739-3000

Facsimile: (202) 739-3001

MORGAN LEWIS & BOCKIUS LLP
Geoffrey T. Holtz (SBN 191370)
geoffrey.holz@morganlewis.com

One Market, Spear Street Tower
San Francisco, CA 94105-1596
Telephone: (415) 442-1000
Facsimile: (415) 442-1001

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION

FEDERAL TRADE COMMISSION,
Plaintiff,
vs.

QUALCOMM INCORPORATED, a

Delaware corporation,

Defendant.

NO. 5:17-CV-00220-LHK-NMC

DECLARATION OF MATTHEW
GETTINGER IN SUPPORT OF
FEDERAL TRADE COMMISSION’S
ADMINISTRATIVE MOTION TO FILE
UNDER SEAL PORTIONS OF ITS
MOTION TO EXCLUDE EXPERT
TESTIMONY OF PROFESSOR AVIV
NEVO AND ACCOMPANYING
EXHIBITS

CTRM: COURTROOM 8
JUDGE: HON. LUCY H. KOH

Case No. 17-CV-0220-LHK-NMC
Declaration of Matthew Gettinger



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Case 5:17-cv-00220-LHK Document 851-1 Filed 09/12/18 Page 7 of 7

I declare under penalty of perjury under the laws of the United States of
America that the foregoing is true and correct and that I executed this declaration

on September 12, 2018, in San Diego, California.

[Matho2 wees

Matthew Gettinger

7 Case No. 17-CV-0220-LHK-NMC
Declaration of Matthew Gettinger



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Case 5:17-cv-00220-LHK Document 851-1 Filed 09/12/18 Page 2 of 7

I, Matthew Gettinger, declare as follows:

1. lam currently Vice President, Business Development, Qualcomm
Technology Licensing (“QTL”), the division of Qualcomm responsible for
Qualcomm’s licensing program. I received my Bachelor of Arts from Wesleyan
University in 1979 and my Juris Doctor from Vanderbilt University in 1984. I have
been employed by Qualcomm and have worked in QTL since 2007. My current
position is in QTL’s licensing group and includes formulating core business
strategies and negotiating licenses. I have held my current position since November
2017. Prior to my current position, I was in QTL’s licensing operations group from
February to November 2017. I was Vice President, Business Development from
October 2012 and Senior Director, Business Development prior to October 2012,
responsible for negotiating and entering into licenses and other agreements
concerning Qualcomm’s patent portfolio. Over the course of my employment in
QTL, I have acquired personal knowledge of QTL’s practices and procedures
concerning the maintenance of the confidentiality of its strategic, business and
licensing information.

2. The contents of this declaration are true and correct to the best of my
knowledge, information and belief, and are based on my personal knowledge of the
facts set forth herein and such material that was provided to me and reviewed by
me. If called upon as a witness in this action, I could and would testify competently
thereto.

3. QTL follows a strict practice that requires confidential treatment of all
contract negotiations. Such negotiations are undertaken pursuant to non-disclosure
agreements, which provide that information exchanged and the terms discussed
during negotiations are to be maintained in confidence.

4, It is likewise QTL’s practice to include in its agreements
confidentiality obligations that prohibit the disclosure of the agreements themselves

or the terms included in them, except in limited authorized circumstances, such as

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when it is required by law or when sufficient notice is given in advance of
disclosure. These confidentiality obligations survive termination of QTL’s
agreements.

5. It is likewise QTL’s practice to require confidential treatment of
QTL’s internal business analysis, strategy and decision-making. QTL’s business
analysis, strategy and decision-making incorporates highly sensitive and proprietary
information and processes that QTL relies upon to pursue its commercial interests.

6. These practices are important to QTL and counterparties with which
QTL contracts for several reasons. Both QTL and prospective contractual
counterparties seek to maintain their negotiations in confidence to afford each the
ability to engage in arm’s-length commercial bargaining, each bringing to bear their
own unique circumstances and business goals, without such circumstances and
goals being disclosed to their competitors, customers and other actual and potential
licensees.

7. QTL’s confidentiality practices concerning negotiations of agreements
and the agreements and their terms themselves are also consistent with QTL’s
longstanding confidentiality policy concerning the treatment of information
received from third parties under our agreements. This policy, among other things,
obligates QTL employees to maintain in confidence a variety of information
received from counterparties with which we have contracted.

8. QTL also goes to great lengths to protect the confidential information
relating to its negotiations, agreements and business strategies. Personnel with
access to data storage locations where confidential information is stored and
maintained are advised of QTL’s practices and required to acknowledge in writing
a QTL confidentiality policy. The same is true for any QTL personnel who request
access to such information and all new QTL employees.

9. In addition, every QTL database and system that contains confidential

information is access restricted and requires login by QTL employees.

Case No. 17-CV-0220-LHK-NMC
Declaration of Matthew Gettinger

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