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No. 3:17-cv-00939-WHA

OPPOSITION TO DEFENDANTS’ MOTION TO FILE UNDER SEAL 

QUINN EMANUEL URQUHART & SULLIVAN, LLP

 Charles K. Verhoeven (Bar No. 170151)

 charlesverhoeven@quinnemanuel.com

 David A. Perlson (Bar No. 209502)

 davidperlson@quinnemanuel.com

 Melissa J. Baily (Bar No. 237649)

 melissabaily@quinnemanuel.com

 John Neukom (Bar No. 275887)

 johnneukom@quinnemanuel.com

 Jordan Jaffe (Bar No. 254886)

 jordanjaffe@quinnemanuel.com

50 California Street, 22nd Floor

San Francisco, California 94111-4788

Telephone: (415) 875-6600

Facsimile: (415) 875-6700

Attorneys for WAYMO LLC

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION

WAYMO LLC,

Plaintiff,

v.

UBER TECHNOLOGIES, INC.; 

OTTOMOTTO LLC; OTTO TRUCKING 

LLC,

Defendants.

CASE NO. 3:17-cv-00939-WHA

OPPOSITION TO DEFENDANTS’ 

ADMINISTRATIVE MOTION TO FILE 

UNDER SEAL ACQUISITION 

DOCUMENTS

REDACTED VERSION OF DOCUMENT SOUGHT TO BE SEALED

Case 3:17-cv-00939-WHA Document 527 Filed 05/30/17 Page 1 of 4
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-1- No. 3:17-cv-00939-WHA

OPPOSITION TO DEFENDANTS’ MOTION TO FILE UNDER SEAL 

After being ordered to do so at the May 25 hearing before Magistrate Judge Corley (Dkt. 

516, May 25 Hr’g Tr. at 12:4-9), Defendants filed documents concerning the Otto acquisition on 

May 26. Defendants’ Administrative Motion to File Under Seal Acquisition Documents (Dkt. 

515) (the “Motion”) sought to file these documents under seal, in their entirety. For the reasons 

below, Waymo opposes Defendants’ Motion. 

Initially, Defendants’ contention in their Motion that the Acquisition Documents should be 

sealed in their entirety is not consistent with the manner in which Defendants designated these 

same documents in their production to Waymo. For example, on May 11, along with its 

production versions (with Bates numbers) of the Acquisition Documents, Uber separately served 

copies of the Documents with highlighting designating certain portions as either Confidential 

(blue highlighting) or Highly Confidential – Attorneys’ Eyes Only (yellow). See Nardinelli 

Declaration Exhibit A (term sheet), Exhibit B (merger agreement), Exhibit C (exhibits to merger 

agreement). Much of the text had no highlighting, indicating no confidentiality designation 

whatsoever. Yet through their Motion, Defendants seek to seal these same documents in their 

entirety – including the portions that even Defendants do not contend are confidential. Dkt. 515. 

Defendants also seek to conceal from the public terms of the Otto acquisition, whereby 

These improper designations are 

described further below.

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-2- No. 3:17-cv-00939-WHA

OPPOSITION TO DEFENDANTS’ MOTION TO FILE UNDER SEAL 

Ex. A at 3-4. These provisions are no more confidential than the other closing 

conditions that Defendants did not designate as confidential at all when producing them to 

Waymo. 

April 11, 2016 Merger Agreement (Dkt. 515-3; Ex. B) and Exhibits thereto (Dkt. 515-4; 

Ex. C). As with the Term Sheet, the merger agreement holds that 

Ex. B at 32. The term

Defendants further marked as 

AEO provisions in sections 6.1, 6.2, and 6.6 stating that

 and 

the definition of Finally, Defendants marked as 

AEO section 6.8, stating that

” and also marked as AEO the definition of

 (Ex. B at 34; Ex. C at Exhibit N.) 

The above facts may be distasteful but are not confidential. For the foregoing reasons, 

Plaintiff respectfully requests that the Court deny the Motion in all respects. 

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-3- No. 3:17-cv-00939-WHA

OPPOSITION TO DEFENDANTS’ MOTION TO FILE UNDER SEAL 

DATED: May 30, 2017 QUINN EMANUEL URQUHART & SULLIVAN, 

LLP

By /s/Charles K. Verhoeven

Charles K. Verhoeven

Attorneys for WAYMO LLC

Case 3:17-cv-00939-WHA Document 527 Filed 05/30/17 Page 4 of 4