Exhibit 2

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IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

HEADWATER RESEARCH, LLC , )(

PLAINTIFF, )( CIVIL ACTION NO.

)( 2:22-CV-422-JRG-RSP

VS. )( MARSHALL, TEXAS

)(

SAMSUNG ELECTRONICS AMERICA, )( JULY 25, 2024

INC., ET AL., )(

DEFENDANTS. )( 9:06 A.M.

EVIDENTIARY HEARING

BEFORE THE HONORABLE ROY S. PAYNE

UNITED STATES MAGISTRATE JUDGE

FOR THE PLAINTIFF: Mr. Kristopher R. Davis

Mr. Benjamin T. Wang

Mr. Reza Mirzaie

Mr. Jason Wietholter

Russ August & Kabat

12424 Wilshire Boulevard

12th Floor

Los Angeles, CA 90025

FOR THE DEFENDANTS: Mr. Thad C. Kodish

Mr. Benjamin K. Thompson

Fish & Richardson PC

1180 Peachtree Street NE

21st Floor

Atlanta, GA 30309

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FOR THE DEFENDANTS: Mr. John W. Thornburgh

Fish & Richardson PC

12860 El Camino Real

Suite 400

San Diego, CA 92130

Mr. Gil Gillam

Gillam & Smith, LLP

303 South Washington Avenue

Marshall, TX 75670

Mr. Leonard Davis

Fish & Richardson PC

1717 Main Street

Suite 5000

Dallas, TX 75201

COURT REPORTER: Ms. Shelly Holmes, CSR, TCRR

Official Court Reporter

Honorable Robert W. Schroeder III

United States District Judge

Eastern District of Texas

Texarkana Division

500 North State Line Avenue

Texarkana, Texas 75501

shelly_holmes@txed.uscourts.gov

(Proceedings recorded by mechanical stenography, transcript

produced on a CAT system.)

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COURT SECURITY OFFICER: All rise.

THE COURT: Good afternoon. Please be seated.

For the record, we're here for the evidentiary

hearing on the motions relating to standing in the case of

Headwater Research versus Samsung Electronics, et al., Case

No. 2:22-422 on our docket.

Would counsel state their appearances for the

record?

MR. KRIS DAVIS: Good afternoon, Your Honor. This

is Kris Davis from Russ August & Kabat on behalf of

Plaintiff, Headwater Research LLC. With me are my

colleagues, Reza Mirzaie, Ben Wang, and Jason Wietholter.

And also with me is Dr. Greg Raleigh, who is the founder of

Headwater and will be testifying today.

THE COURT: All right. Thank you, Mr. Davis.

MR. GILLAM: Good afternoon, Your Honor. For

Samsung, I'm Gil Gillam. I'll go around the table here,

it's Thad Kodish, John Thornburgh, Ben Thompson, Leonard

Davis. Also have with us from Samsung Mr. Jong Choi back

here. And also appearing today is Charles Walker, outside

counsel for Qualcomm. We're ready to proceed, Your Honor.

THE COURT: All right. Thank you, Mr. Gillam.

Let me call on counsel to advise me of the

witnesses that will be called. I understand that

Dr. Raleigh is going to testify.

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Does the Plaintiff have any other witnesses?

MR. KRIS DAVIS: Yes, Your Honor. So the parties

have conferred, and the witnesses will be Dr. Raleigh. And

we also have a very short deposition play from

Mr. Raissinia, who is another inventor on the asserted

patents.

THE COURT: I've seen the excerpts from Mr. -- or

Dr. Raissinia's deposition that were in the record, but I'm

happy to hear whatever else from that deposition that the

parties have to offer.

MR. KRIS DAVIS: Thank you.

THE COURT: That's all in terms of witnesses that

Headwater will offer?

MR. KRIS DAVIS: That's right, Your Honor.

THE COURT: All right. Thank you, Mr. Davis.

MR. THORNBURGH: Good afternoon, Your Honor. John

Thornburgh.

We would -- we are going to only call Dr. Raleigh.

We would suggest that Headwater go first since they have

the burden of proof on standing. And so they call

Dr. Raleigh on direct, and then we'll do cross, if that's

acceptable to the Court.

THE COURT: All right. Thank you, Mr. Thornburgh.

MR. THORNBURGH: And I'm prepared to give a very

brief opening statement to preview what the evidence will

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show, and then I would also propose a very brief closing

after the testimony, if that's -- if that's agreeable.

THE COURT: I know I want to hear a closing

argument. As far as an opening, is the Plaintiff prepared

to proceed in that fashion as well?

MR. KRIS DAVIS: Your Honor, this is news to us.

We can do so if you like. You know, Your Honor may be

familiar enough from the briefing, if you'd like to get

into the evidence straightaway.

THE COURT: Well, Mr. Thornburgh, I'll -- let's

just hold the argument, then, until after I hear the

evidence, and then I'll want all the argument you have to

offer.

MR. THORNBURGH: Thank you, Your Honor. That's

very good.

THE COURT: All right. And I agree with the

suggestion that I would rather proceed with the Plaintiff

questioning Dr. Raleigh first. I understand if the Defense

does it, they'll jump right into something, whereas I'll

get a little more context normally out of the Plaintiff.

So if there's nothing else we need to address

first, we'll get Dr. Raleigh to come forward.

All right. Dr. Raleigh, would you come up to the

witness stand to be sworn?

(Witness sworn.)

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MR. KRIS DAVIS: And, Your Honor, we have some

exhibits for Dr. Raleigh as well. Would you -- would it be

okay with the Court if we approach to hand Dr. Raleigh the

exhibits and also the Court?

THE COURT: Yes. And I assume you have a copy for

the Defense as well?

MR. KRIS DAVIS: We do, Your Honor.

THE COURT: All right.

MR. KRIS DAVIS: And, Ms. Andrews, can we please

have the Plaintiff's table as well? Thank you.

THE COURT: Have a seat, sir.

And if you would, just pull that microphone up to

you, and we'll be able to hear you well.

Go ahead, Mr. Davis.

GREG RALEIGH, PLAINTIFF'S WITNESS, SWORN

DIRECT EXAMINATION

BY MR. DAVIS:

Q. All right. Good afternoon, Dr. Raleigh.

Could you please introduce yourself to the Court,

including what your role is in this case?

A. My name is Greg Raleigh. I'm the lead inventor and

founder of Headwater Research.

Q. All right. And as you know, we're here because Samsung

alleges that Qualcomm has an ownership interest in

Headwater's patents.

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How do you respond to that?

A. Well, it's an entirely false allegation that I don't

believe is supported by the meaningful evidence in the case

whatsoever. I guess I can go into some of the details as

to why. It probably won't be exhaustive.

But, you know, first and foremost, I know for

certainty -- 100 percent certainty that I invented the --

conceived and invented the claimed inventions after I left

Qualcomm. I know this because there was a -- if you will,

an ah-ha moment, a spark after I left Qualcomm. I know

where I was at the time. I know when it was. And it was a

radically different notion than anything I had thought of

in this area before. It was radically different than

anything I was aware of in the industry. And it's why I

got excited in this area. And it was counterintuitive and

led to a completely different direction.

And although that was not in and of itself an

invention, that spark, that ah-ha, and the ah-ha was it's

not a good idea to do these things that we do at Headwater

in the network. It's better to do it on the device, which

led to an entirely new field for me.

Over time, that was reduced to practice, and the

record is clear on that, how long it took to reduce to

practice, make embodiments, create patents, claim patents,

and that's clear in the record. And there's -- since that

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ah-ha moment happened after Qualcomm, I can be 100 percent

certain there could not be any meaningful evidence that

anything happened at Qualcomm.

I guess second, we have clear and free title on

the patents. We did all the diligence we needed to do to

file the appropriate assignments. We were diligent in

maintaining our title. And Headwater owns the patents.

There was a vague insinuation at some point by

someone inside of Qualcomm that maybe I had invented some

of the stuff while I was at Qualcomm, perhaps because it

hadn't been very long since I left.

But Qualcomm has never made any claim, and they've

known about -- they're the first entity I brought the

patents and the inventions and the ideas back to. We

described them in great detail, and we provided Qualcomm

with my timeline. We provided them with all the key

essential elements, embodiments, disclosures of what the

inventions were. We explained how to work them -- how they

would work in the market. And then on multiple occasions

since then, we've disclosed the patent portfolio

development to Qualcomm on multiple engagements.

Qualcomm has never made a claim against the

patents. Contrary to behaving as an owner, they behaved as

a buyer. On multiple occasions they offered to purchase

the patents. They referred to the patents as Headwater's

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patents in written documents offering to purchase the

patents. They offered to invest in the company. They

offered to co-develop products based on the patents.

At no time has Qualcomm made a claim. Qualcomm

further gave us comfort in an engagement we had with them

in 2017 that the allegation or insinuation of some kind --

perhaps because I had just left Qualcomm, we're not really

sure -- that that had gone away, that they had consciously

allowed the statute of limitations to expire, and that

because the statute of limitations had expired, they had

full knowledge that they could not make a claim. And so

that gave us comfort to engage two more times with Qualcomm

while Qualcomm considered purchasing the patents and/or the

company.

Third, I'm a well-known and I would say successful

inventor. I've invented in four different fields. My

inventions are used by billions of people every day in very

meaningful and well-known ways in their lives. I'm very

good at invention. I can invent in any area I want. My

talents are sought after. I've started many companies, and

I can start more.

For the Court to believe Samsung's theory, the

Court would have to believe that, first of all, I'm amoral,

and essentially a criminal, that I would take something

that doesn't belong to me, essentially steal.

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Second, given all my options as a good inventor,

that I would spend 13 years of my life on this planet

working on patents, inventions, product, businesses that

don't belong to me or don't belong to my company. So

that's quite a stretch, I believe, given my record and the

things that I've done.

Fourth, which is quite curious, Samsung's

attorneys hang their hat on this passing comment I made in

a panel session. I'm sure they've looked at everything

I've ever said in my life. They say that my passing

comment proves that I showed Paul Jacobs something,

Paul Jacobs being the then CEO of Qualcomm, Dr. Paul

Jacobs, CEO -- likely -- arguably the most powerful

wireless technology company in the world, likely the most

powerful intellectual property company in the U.S., that I

pitched to Paul Jacobs, before I left Qualcomm in 2008, the

same quote, unquote, ideas that I went off and patented and

then came back to Paul in 2009, six months later, and

although Paul wasn't interested at all in the ideas in

2008, he was suddenly very interested in the ideas in 2009,

so much so that he assembled a team to see if he could

acquire and/or invest in the company and partner with us on

our products.

So that assumes someone not sophisticated would

not, A, recognize it's the same invention, would change

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their mind about the invention, and also not recognize that

since I pitched it when I was there, it belonged to

Qualcomm.

There are many other reasons that I think this is

baseless and that the record shows that. There's a

handful.

Q. All right. Thank you.

Now, has any person or company ever filed a claim

alleging that it owns any Headwater patents?

A. Never has it been filed, nor has it been alleged to us

verbally.

Q. Now, over the course of your career, about how many

patents or patent applications name you as an inventor?

A. Roughly 600.

Q. Can you briefly tell us about your educational

background?

A. I have an electrical engineering Bachelor's of Science

from California Polytechnics, San Luis Obispo, and a

master's degree and a Ph.D. from Stanford University.

Q. And what did you do after Stanford?

A. I started my first company, Clarity Wireless.

Q. Did you invent anything during your time at Clarity?

A. At Clarity, we invented what is now the core technology

in all mobile phones. It's in 4G, 5G, and 6G. It's called

MIMO-OFDM. And we proved the technology worked and

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developed the first prototypes.

Q. Were you named as an inventor on any patents as part of

that work at Clarity?

A. Yes, roughly three dozen patents that are the core

seminal patents in MIMO-OFDM.

Q. And was Clarity acquired by another company?

A. Clarity was acquired by Cisco Systems.

Q. And what did you do after your time at Clarity and

Cisco?

A. I started my second company, Airgo Networks.

Q. Did you invent anything while you were at Airgo?

A. We did. We invented a brand new way to do WiFi. The

industry became excited about it and created a standard

called 802.11(n) around the technology we created. And we

had patented inventions that dealt with various smart

antenna techniques to improve WiFi and adaptations of MIMO

so that it would work in a WiFi environment. And those

technologies are now in every WiFi device today.

Q. And were you named as an inventor on those patents you

mentioned?

A. I was. I was a named inventor on three patents at

Airgo.

Q. Was Airgo acquired?

A. Airgo was acquired by Qualcomm.

Q. And after the acquisition by Qualcomm, did you stay on

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at Qualcomm?

A. I did. I stayed with Qualcomm for two years after the

acquisition.

Q. Did you invent anything while you were at Qualcomm?

A. I did not. My job was not technical. They separated

the engineering team at Airgo and placed them under the

engineering leadership at Qualcomm. And they asked me to

take a business strategy and various business roles relying

more on my entrepreneurial background as opposed to my

inventor/engineering background.

Q. Now, while you were at Qualcomm, did you work on end

user applications for mobile devices like are claimed in

the patents here?

A. No.

Q. Did you work on determining whether applications are

running in the foreground or background, like claimed in

the patents here?

A. No, nothing like that.

Q. Did you work on determining whether applications are

interacting with a user as claimed in the patents here?

A. No.

Q. Did you work on differential traffic control policies

as claimed in the patents here?

A. Not at all.

Q. Did you work on application program interfaces that

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indicate network access conditions to a mobile device

application like claimed in the patents here?

A. Nothing at all like that.

Q. Okay. Now, after you left Qualcomm, where did you

work?

A. So after Qualcomm, I started Headwater Research, and we

also started a closely related company, ItsOn. Headwater

was in charge of invention and patenting the technology,

licensing the technology, and ItsOn had a license to the

technology and developed products.

Q. And approximately how many patents does -- or patent

applications does Headwater have?

A. Patents and patent applications?

Q. Yes.

A. Roughly 500.

Q. All right. And roughly how many of those name you as

an inventor?

A. I believe all, or if not all, virtually all.

Q. Are there any assignment records identifying Headwater

Research as the owner of the asserted patents?

A. Yes, each and every patent is properly assigned to

Headwater Research.

Q. Okay.

MR. KRIS DAVIS: Let's pull up Exhibit 1.

Q. (By Mr. Davis) And do you see near the top of the page

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a reference to U.S. Patent No. 9,143,976?

A. I see that.

Q. Can you explain what this document shows?

A. This document is the USPTO patent assignment record for

the '976 patent which is at issue here in this case.

Q. Okay. And what are the assignments that are referenced

here?

A. Assignment 1 is the assignment from myself and the

other two co-inventors, Ali Raissinia and James Lavine, to

a company called Headwater Partners I, which was the

first company that I actually started after leaving

Qualcomm.

And then there's an Assignment 2 that assigns from

Headwater Partners I to Headwater Research, which was the

merger of Headwater Partners I with a separate company we

had for essentially administerial work, accounting, and so

on. So we merged those together to form Headwater

Research, and this maintains the ownership from Partners I

to Headwater Research.

Q. Okay.

MR. KRIS DAVIS: Let's go on to Exhibit 2.

Q. (By Mr. Davis) Do you see this references U.S. Patent

No. 9,277,445?

A. Yes.

Q. And what does this document show?

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A. '445 is another patent asserted in this case. And,

again, this is the same set of assignments, first from the

inventors to Headwater Partners I, and then from Headwater

Partners I to Headwater Research after the -- or during and

after the merger.

Q. Okay. And now Exhibit 3, do you see this references

U.S. Patent No. 9,271,184?

A. Yes.

Q. And what does this show?

A. '184, another patent in the case, and it's the same

assignment process.

Q. Okay.

MR. KRIS DAVIS: Let's pull up Exhibit 4.

Q. (By Mr. Davis) That refers to U.S. Patent No.

9,609,544.

Do you see that?

A. Yes.

Q. What does this show?

A. For the '544 patent, which is also asserted here, this

has the same assignment process.

Q. All right. Now, were any of the claimed inventions

that are at issue here conceived or reduced to practice

while you were at Qualcomm?

A. No.

Q. Did you use any Qualcomm resources to conceive or

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reduce to practice any Headwater inventions?

A. No. And, again, because I'm absolutely certain of the

ah-ha moment and it took time after the ah-ha moment to

create the concepts and inventions in the patents, I was

gone from Qualcomm at that point in time. And since I was

gone from Qualcomm, I had no access to any resources at

Qualcomm.

Q. When specifically did you leave Qualcomm?

A. I left Qualcomm on September 19th, 2008.

Q. And what prompted you to leave Qualcomm?

A. Well, the main reason I left is when I first joined

Qualcomm, when they purchased my company, they said I would

be able to work in Northern California near my home, but

they -- because they assigned me managerial duties,

strategy duties, I had to interact with many people down in

the corporate offices in San Diego, and it just proved

ineffective for me to try to work remotely.

So I ended up working at Qualcomm Monday through

Friday every week, and then flying home to be with my

family on the weekends. My daughter was graduating from

high school that year, and it was the last year she was

going to be with us at home. And I told Qualcomm I had to

be home for my daughter's senior year.

Q. And when you were starting to consider leaving

Qualcomm, did you discuss that with anyone at the company?

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A. I did. Primarily Dr. Jacobs. I had done some strategy

work for him. He liked my --

Q. I'm sorry, who is Dr. Jacobs again?

A. Again, as I mentioned earlier, Paul Jacobs was the CEO

of Qualcomm at the time.

Q. Thank you.

A. So he liked some work that I had done for him. He

wanted me to stay and be on his staff. We went through a

series of potential projects I would work on at Qualcomm to

see if there was something that I was interested in that

would benefit Qualcomm in his view. And he said I could

have an office in the Bay Area and work, you know, very

close to home to do this work for him.

So we explored over probably a four-month period a

pretty wide variety of projects, and we couldn't come up

with anything that he thought was viable to Qualcomm that I

was interested in, so I left.

Q. Has your conversation with Dr. Jacobs in 2008 come up

in Samsung's allegations in this case?

A. It has. And this is this, you know, unsupportable

theory that somehow this passing comment I made in this

panel session explains what I talked to Dr. Jacobs about

before I left and that I had talked to Dr. Jacobs about

these -- conceiving these specific inventions, and I

suppose others, and they're referencing that passing

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comment as proof of that.

Q. Now, when you talked with Dr. Jacobs in 2008, was he

interested in what you were discussing with him?

A. He was not on this particular thing. Again, we looked

at many things together.

So specifically what I shared with him, I was

aware of a market need for new mobile -- mobile value added

network operators, MVNO. What that is it's basically a

service provider that wholesales bandwidth from a wireless

carrier and then redistributes it in some way.

And many companies in the market wanted technology

to enhance what the value added network operators could do,

and I thought that was an interesting area and might add

value to Qualcomm if Qualcomm were to do that.

The technology involved was improvements to mobile

network operating systems. So it was various types of

network equipment and operating systems to essentially

manipulate traffic from applications.

I didn't know very much about it. It was outside

of my field. I was well aware of the market need because

it was something that, you know, many people in the

industry were aware of. Many people were working on it,

mostly equipment suppliers. So I suggested perhaps I would

go research in that direction, see if I could come up with

something and -- that would be a value to Qualcomm.

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So that was the specific conversation I had with

Paul before I left Qualcomm that I was referencing in that

panel session.

Q. Okay. Now, was there anything besides wanting to be at

home more and your conversations with Dr. Jacobs that drove

the timing of when you left Qualcomm?

A. Yeah. There was another event. So as I was discussing

with Paul and we hadn't found anything yet, what I might

work on, I had mentioned to Best Buy that I might be

leaving Qualcomm, and Best Buy was very interested in

having me help them with an MVNO that they wanted to build.

So they asked me if I would be willing to help them

evaluate vendor solutions for network equipment and

potentially start a company that would take the other

vendor equipment and integrate it together into a

comprehensive solution for Best Buy.

Because I was interested in this general area, I

thought, you know, that might be worth doing. And I also

that, well, here I'm going to be able to sit in for a few

days on vendor presentations that they were going to have

and have state of the art presented to me on Best Buy's

side of the table, and in a few days, I could replace, you

know, months and months of research on my part by seeing

exactly what state of the art was in the industry from

these network equipment vendors, these mobile network

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operating systems.

So I told them I might -- oh sorry.

I told them I could possibly do that, but then

when it became clear with Paul that there was not going to

be something I wanted to work on at Qualcomm, that put a

bit of a time pressure on me to leave Qualcomm in time to

do some cursory preparation and get to the Best Buy meeting

so that, you know, I would have a corporate entity to, you

know, represent, and I could sit on Best Buy's side of the

table to listen to these vendor presentations.

Q. So after you saw these vendor presentations at the Best

Buy meetings, what did that lead you to?

A. So it's very interesting. They were all pitching, you

know, what I was somewhat aware of, state of the art to do

these MVNO application-specific type services, activation

services, and so on.

And one of the things Best Buy asked me to do was

ask pointed questions, form an opinion, and give them a

debrief. So I did that. And, you know, once the

presentations were over, I felt strongly that they were not

going to do a very good job -- these equipment solutions

were not going to do a very good job of satisfying the

market needs that Best Buy had identified.

So I told Best Buy that in the debrief after the

vendors had presented, and they asked me, okay, well, what

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do you want to do? And I said, you know, let me think

about it. I'll give it some thought, I'll go away, see if

maybe I can come up with an answer. And if I can, I'll

come back and see if we can work together on a better

solution.

So I was excited because the kind of thing I like

to do is something the rest of the world hasn't thought

about, and it's counterintuitive for the world. So I

started thinking through what are the other approaches that

you could pursue here to solve these market needs?

And it was -- actually the ah-ha moment for me was

on the airplane on the way back from that Best Buy meeting.

It hit me that, you know, the problem is you're trying to

do things in the network where you don't have enough

information about what the applications are doing, but if

you move -- if you could find a way to move technology onto

the device -- and there was a lot of challenges with

that -- but if you could find a way to move technology onto

the device and try to solve the problem there, it would

open up a whole new world of opportunity for products,

inventions, et cetera.

So that was the spark that got me going in the

direction of these claimed inventions and many others.

These claimed inventions came, you know, almost two years

later, but that was the spark that got me going in this

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direction. That's also the spark that didn't exist at

Qualcomm, and that's why I know for a fact 100 percent

nothing was invented at Qualcomm. Nothing was conceived at

Qualcomm.

So the conversation with Paul was a research

direction, not something that could be owned. And not

only was it a research direction, it wasn't even the

right direction. And that's why when I came back and

showed him something else, he was excited, and why he

wasn't excited when I showed it to him the first time -- or

not even showed it to him. The "it" was the market need.

And, you know, here's a direction we could go, the

conventional direction, network operating systems,

network technology, and he didn't like that because it

wasn't his business, whereas something on the device was

his business.

Q. Okay.

MR. KRIS DAVIS: Let's pull up Exhibit 5.

Q. (By Mr. Davis) Now, if you look at the top left

corner, do you see Application No. 61/206,354?

A. Yes.

Q. And do you see next to that a filing date of January

28th, 2009?

A. Yes.

Q. Did you have any co-inventors on this '354 application?

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A. No. At this point I was the only inventor. It was

before we had financing to hire other people.

Q. Okay.

MR. KRIS DAVIS: Now let's pull up Exhibit 6.

Q. (By Mr. Davis) And if you look at the top left corner,

do you see Application No. 61/348,022?

A. Yes.

Q. And next to that is a filing date of May 25th, 2010.

Do you see that?

A. Yes.

Q. Did you have any co-inventors on this '022 application?

A. Yes. This is the provisional -- it had -- the first

place we had all the embodiments for the asserted claims in

this case. And my other co-inventors were, again, Ali

Raissinia and James Lavine, as we discussed earlier.

Q. And did Mr. Lavine or Mr. Raissinia ever work at

Qualcomm?

A. Jim Lavine did not. Ali Raissinia did.

Q. Okay. Did you ever work with Mr. Raissinia on any

inventions of any kind while either of you were at

Qualcomm?

A. No. Again, the Airgo engineering team, he was a member

of the Airgo engineering team. They were separated from my

group, and I was in an entirely different group working on

different matters. We saw each other very infrequently in

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summary meetings discussing, you know, WiFi product

progress, but never really interacted much there. And we

certainly didn't interact on any sort of technology.

Q. All right.

MR. KRIS DAVIS: Now, let's pull up Exhibit 8.

Q. (By Mr. Davis) And if we focus on the middle of this

first page, do you see the document is titled: Plaintiff

Headwater Research LLC's 7th Supplemental Objections and

Responses to Defendants' First Set of Interrogatories,

Nos. 1 through 12?

A. I see that heading, yes.

Q. Okay.

MR. KRIS DAVIS: Let's turn to Page 36.

Q. (By Mr. Davis) Do you see at the bottom of Page 36

there's a heading: Fourth Supplemental Response to

Interrogatory No. 2, March 15th, 2024?

A. I see that.

Q. Okay. And I believe on the screen, we have the

response that continues on the next page. Can you read for

us that response?

A. Subject and without waiving the foregoing objections --

subject to, sorry -- Headwater contends for purposes of

this action, that the asserted patents are entitled to a

priority date of May 25th, 2010.

Q. Are you aware of Samsung ever disputing that the

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priority date of the asserted patents is May 25th, 2010?

A. Not to my knowledge.

Q. Now, let's turn to Page 8 of this same exhibit.

Do you see the heading near the bottom of the page

that reads: First Supplemental Response to Interrogatory

No. 1, dated June 8th, 2023?

A. Yes.

Q. Okay. Now, that response continues on to the next

page, Page 9. And I wanted to point out about six lines

from the bottom of Page 9, there's a sentence that begins

with the phrase "various features." Do you see that?

A. Yes, I see it highlighted.

Q. Can you read that for us?

A. Various features of the inventions of the asserted

patents were conceived of and reduced to practice by the

named inventors between Fall 2008 and no later than the

filing of the '354 application.

Q. All right. And the '354 application, was that the one

filed in January of 2009 with only you as an inventor?

A. Yes. That was my first provisional.

Q. Okay. Can you explain why this response says that

various features of the asserted patents were conceived

prior to filing the application?

A. Yes. It's saying that some aspects in the disclosure

and in the embodiments that are required to support perhaps

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some of the claimed limitations were in the '354

applications but not all.

MR. KRIS DAVIS: All right. Now let's pull up

Exhibit 7.

Q. (By Mr. Davis) Do you see this is U.S. Patent No.

9,143,976?

A. Yes.

Q. This is one of the asserted patents here?

A. Yes. This is -- this is what came from the provisional

'022.

Q. Okay. Now, just below the title of the patent, who are

listed as the inventors?

A. Yes, again, the same three inventors, myself, James

Lavine, and Ali Raissinia.

Q. All right. So let's go to the end of the document so

that we can look at Claim 1.

Can you give me an example of an element of '976,

Claim 1, that was conceived after the '354 application in

January 2009?

A. So I won't take the time to read the whole claim again,

but I do see several. I'll start with one, and then I

can -- I can do more if you would like. I'll start with

the first one.

So there's Limitation 1, a wireless wide area

network, et cetera; Limitation 2, wireless local area

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network, et cetera; and then a third limitation, under a

display device starting with one or more processors

configured to. And then this limitation here: Classify,

for a first end-user application capable of interacting in

the device display foreground with a user and capable of at

least some Internet service activity when not interacting

in a device display foreground with the user, whether or

not the first end-user application, when running, is

interacting in the device display foreground with user.

So that's a limitation that requires the

embodiment support that is in '022 which then the '976

followed from that provisional.

Q. And do you recall whether you conceived of the -- this

user interaction feature by yourself or in conjunction with

any co-inventors?

A. Yes. The '022 provisional was a collaboration between

myself, James Lavine, and Ali Raissinia, and we all

collaborated and brainstormed the embodiments, you know,

the descriptions, the texts, the specs, and we also all

worked with attorneys to conceive what, you know, claims --

the claim limitations might be. And we did that in a very

collaborative matter. We, you know, brainstormed and then

overlooked each other's work.

Q. I see. And that '022 application with your

co-inventors, that was filed May 25th, 2010; is that right?

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A. Yes, I believe that's right.

Q. How long after you left Qualcomm was the '022

application filed?

A. So May 2010 to May 29 would be 12 months, and then May

28 would be 24. I left in September. So that'd be 20

months.

Q. 20 months you said?

A. Yeah, 20 months.

Q. Okay. All right. So now since the time you left

Qualcomm in September 2008, have you had interactions with

Qualcomm relating to Headwater?

A. Many.

Q. All right. Let's start with the first of those

interactions.

Can you explain what that was?

A. Well, the first series interaction -- I mean, we have

good -- we've always had good relationships with Qualcomm,

despite this -- whatever this insinuation was at some

point. So we stayed in close touch, and, you know, I

regularly briefed my colleagues on progress.

And then in 2017, Qualcomm was interested in

purchasing --

Q. Oh, I'm sorry, can you name the -- was 2017 the first

interaction?

A. Oh, the first interaction? Oh, I'm sorry. So the very

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first interaction was 2009. So -- okay. So in 2009, as I

mentioned earlier -- I thought you were asking about

subsequent -- I brought the ideas back to Qualcomm that I

had come up with since I left.

And I called Paul Jacobs, and I said: Paul, you

know, I think I've come up with something important that

might be of interest to Qualcomm, and I think there's a way

for us to work together on this and maybe have mutual

benefit for the company that I've started in Qualcomm.

Would you be willing to sign an NDA and have a team, you

know, look at what I've created and see if we can do

business together.

And so he said: Sure. And he put together a

technical team and a business team and an intellectual

property team. I then came back a month or two later to

San Diego, and I pitched to Paul and the people -- the

executive leadership that I brought together to evaluate

our technology, and I went through my timeline as to, you

know, where this came from, discussed with them, you know,

looked at the network, the technology didn't seem to work,

came up with this notion. And then here's all the

important embodiments, here's the kind of inventions we can

create with this, here's some of the first claims we're

working on, and here's what we think we can do with you in

the market. We can integrate this into your chipset, and

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this will be -- we think this will be a value to Qualcomm.

So Paul got very, very excited, and he asked the

team to move forward with me. And he said: I just want to

do this. Let's do a deal.

Q. And now when Samsung refers to your video remarks in

2021, were those remarks about a conversation you had with

the same Paul Jacobs in 2008?

A. Right. That -- that's the part that doesn't hold any

water.

So they say that in 2008 when in reality what I

talked to Paul about was a research direction in the area

of network equipment technology, it's supposed to be the

same thing that I then brought back to him six months later

after I went off and patented it and all of a sudden he

didn't like it in 2008. Six months later he loved it.

The reason he loved it in 2009 is because it was

entirely different, completely unrelated in every way. Was

not conceived at Qualcomm, something very different.

Q. Now, did --

A. If I may -- sorry, if I may be --

Q. Oh, sure.

A. Just specifically, 2008, the research direction was in

networks. That's not Qualcomm's business. 2009, the

actual invention that I had come up with was one on

devices. So devices was Qualcomm's business, and that was

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the big switch. And it was something that he could see was

going to work.

Q. I see. And when you say devices, are you referring to

like a mobile device, a smartphone?

A. Yes. Network equipment versus an end-user device that

connects to the network.

Q. Okay.

A. And Qualcomm's main business is chipsets, and this is

something we could put into the software that goes with the

chipsets. And that's why it was so compelling for him.

Q. Now, did Headwater ultimately reach a deal with

Qualcomm through that discussion in 2009?

A. No. There was goodwill on both sides. The group Paul

assigned wanted to do a deal. We discussed many different

possibilities, starting with possible acquisition, leading

to various offers to invest in Headwater and ItsOn. And

ultimately we decided that we couldn't do a deal with

Qualcomm.

Q. And why was that?

A. Well, the main reason was that there was this -- so at

some point, our business contacts told us it was -- I think

it was after they said they wanted to acquire -- first,

Paul wanted to acquire, and we were talking about an

acquisition offer. And then they said: Oh, well, someone

inside of Qualcomm, someplace in the organization has --

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you know, made the insinuation maybe you came up with some

of this while you were at Qualcomm. You know, it's been

very little time since you left. And how can you invent

all of this in a short period of time? And so this

insinuation arose.

So to summarize, we got to a point where we said:

You know, we're not going to do business with you unless

you remove this insinuation because, you know, you're

essentially using it as leverage to try to get more things

from us than you otherwise would.

Q. And did your business contacts within Qualcomm ever

tell you specifically who made this insinuation?

A. Never.

Q. Did your business contact ever send you any alleged

evidence that Qualcomm had that you did something improper?

A. No, we -- the first thing we said is this is

impossible. It didn't happen. We know exactly the moment

that the ah-ha happened that led to the inventions. Since

that was after Qualcomm, it's impossible anything could be

at Qualcomm. If you think you have something, show it to

us.

Q. And did you ever give Qualcomm any information that you

believed showed that you conceived the inventions after you

left Qualcomm?

A. Yes, yes. I spelled out all of the facts I'm

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testifying to here. You know, here's how I decided that it

was better to do on the device. Here's the timeline from

the time I came up with that notion to the time I

researched the prior art, I researched other possibilities,

that I started to write rudimentary embodiments, that those

rudimentary embodiments were developed into mature

embodiments that I could then reduce to practice, and then

my first patent filing.

They had all the material from that first patent

filing. They had full disclosure from me. I was open and

honest with them about the whole thing, and I felt I had

proven beyond any reasonable doubt that the timeline was

accurate.

Q. And back in 2009, did you disclose to anyone besides

attorneys that someone at Qualcomm had made this

insinuation?

A. Yes. You know, I've started many companies. So as a

matter of practice, whenever something like this comes up,

we always list it on our schedule of disclosures for any

potential investors. So we would say Qualcomm made a vague

insinuation, never made a claim against anything of

ownership at the company, but if you'd like to know more,

we can disclose more under attorney privilege.

MR. KRIS DAVIS: All right. Let's pull up

Exhibit 9. For the record, this is HW_00013712.

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Q. (By Mr. Davis) It looks like this is a PowerPoint

titled: ItsOn Business Strategy Re-Synch.

Do you see that?

A. I do.

Q. And do you have any understanding of when this document

was produced to Samsung in this case?

A. Yes, I know that this was one of the very first

documents we produced to Samsung over a year ago.

MR. KRIS DAVIS: Now, let's turn to the page

labeled 13720.

Q. (By Mr. Davis) Do you see that this slide is titled:

Agreement Needed on Approach to QC and Future Diligence?

A. Yes.

Q. All right. And, Dr. Raleigh, if you could just speak

up a little bit more.

A. Sorry.

Q. Thank you.

A. I'm not used to a microphone.

Q. No problem.

Who does QC refer to?

A. Qualcomm.

Q. All right. And I see the third top level bullet reads:

Options on QC approach if they do not drop former

employment insinuation.

Does that refer to the insinuation that we've been

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talking about that someone made at Qualcomm?

A. Yes, it does. You can see in the bullet point above

that Qualcomm had made an offer to invest. And we

essentially told Qualcomm we're -- you know, we don't want

to hear anymore about this insinuation. It's getting in

the way of business. It's not good for Qualcomm. It's not

good for Headwater. So you need to release that

insinuation completely, or we're not going to do business

with you.

And then this bullet is, okay, what if they don't

release the insinuation, what should we do?

Q. I see. So you were trying to get Qualcomm to drop the

insinuation, and the options below are additional steps?

A. Yeah. Again, Qualcomm was essentially using the

insinuation to try to extract more from us on a business

deal, and we said you can't do that.

So we talked to our attorneys, and they put

together what they felt was an exhaustive list of all of

our options, and that's what this represents. So we just

talked through the list --

Q. Okay.

A. -- at this meeting, I believe.

Q. So I see the first subbullet refers to: Seek

declaratory relief.

Can you explain that?

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A. Right. So this is the most aggressive approach, and we

were very reluctant to do something like this, because as I

said, we had good relationships with Qualcomm, but

nonetheless we explored it.

So in this case, we knew Qualcomm couldn't have

anything because nothing was invented at Qualcomm, nothing

was conceived at Qualcomm. So we could go to a judge and

say that we're seeking declaratory relief because they've

made this insinuation, and we want to dispatch it.

A judge could force Qualcomm to produce whatever

evidence they had, and then the judge would look at the

evidence and say: Okay, this -- sorry, this is not

conception for an invention. And then that would be that.

We decided not to do this because it's -- first of

all, we felt it was unnecessary. It was clear to us by

this time Qualcomm was not going to make a claim. They

were using the insinuation essentially to -- they'd had

plenty of time to look at all the details. They had not

made any claims. They were asking for extra things to

dispatch the insinuation.

So we said, you know, we would like to still do

business with Qualcomm somehow in the future. Let's not

punch them in the nose and take them to court. And, again,

we have good relationships, and we still do.

So it just wasn't something we were willing --

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that kind of aggressive approach is not something we were

willing to do.

Q. Okay.

A. It wasn't necessary. It just wasn't necessary. There

was no encumbrance on the title. Nothing was claimed. It

was just vague insinuations that they couldn't do anything

with and wouldn't do anything with.

Q. I see. And the fifth subbullet reads: Protect legal

standing by sending QC a letter outlining situation and

demanding that they put up their evidence or go away,

tortious interference setup.

Can you explain that?

A. Yes. So our attorneys explained to us that if a large

company makes an insinuation like this and then kind of

hangs around the hoop without doing anything, that could be

a tortious interference claim. So this is just half a step

less aggressive to put Qualcomm on notice in a way that

they would clearly see it was an tortious interference

setup.

Again, we didn't think it was necessary. There

was no encumbrance on the title. No claims had been made.

It would have been another punch in the nose to Qualcomm,

and we just decided it wasn't necessary.

Q. Okay. And I know you explained you gave Qualcomm

information about your timeline and technical details. But

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can you explain the last subbullet that says: Do nothing?

A. Right. So we felt that, you know, we had shown them

everything we had to show them to show -- to prove that the

inventions weren't developed at Qualcomm. They had had

months to produce whatever evidence that they thought might

be behind this vague insinuation. They hadn't produced any

evidence. They were -- they were offering to invest in a

variety of ways. They wanted to work together. So it was

clear to us there was nothing there.

So we said, okay, we've done enough. There is no

challenge to title. Let's try to keep the relationship in

tact, and let's just move forward. Let's see what we can

do just to move forward. Maybe work with them later.

Q. Okay. Are you aware that some emails between you and

Qualcomm from the 2009 time frame were recently produced in

this case?

A. Yes.

Q. Do any of those emails include any evidence that

Qualcomm has an ownership interest in any Headwater

patents?

A. Not in the least.

Q. All right.

MR. KRIS DAVIS: Let's pull up Exhibit 10. For

the record, this is HW_000 -- I'm sorry, 00104077.

Q. (By Mr. Davis) Do you see this is an email chain with

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the subject line ItsOn that began on April 21st, 2009?

A. Yes.

Q. So I see that the first email on April 21 came from

Gina Lombardi.

Can you tell me who that is?

A. Yes. Gina Lombardi was a senior business development

executive appointed by the CEO of Qualcomm, Paul Jacobs, to

shepherd our deal with them.

Q. All right. And I see that the email is directed to Jim

Straight and mimoguy@mac.com.

Who were those people?

A. Right. So Jim was one of my business partners in

Headwater and ItsOn. And mimoguy@mac.com was my email that

I was using at the time.

Q. All right. And I see David Wise is copied on the

email.

Who is that?

A. Yes. David Wise was senior business strategy executive

at Qualcomm, and Paul appointed David to essentially

determine whether -- manage the engineering team and the

lawyers to determine whether -- that the opportunity was

interesting to Qualcomm. If so, create a business model

between the two companies and then negotiate a deal.

Q. All right. And in the list of bullets that you see

here in Ms. Lombardi's email, the fourth one says:

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Resolution of IP ownership issue.

Do you see that?

A. Yes.

Q. Does that refer to the same insinuation we've been

talking about?

A. Yes.

Q. Okay. Let's scroll up to the response to this, which

is an April 22 email from Jim Straight.

Do you see the second sentence that begins with:

As we discussed?

A. Yes.

Q. What was discussed that Jim Straight is referring to?

A. Well, he's, you know, saying when you brought this up,

we told in no uncertain terms that it was absolutely false,

that there's no way this insinuation could be true. We

know exactly when conception happened. Nothing was

invented at Qualcomm. We're very confident in that, and,

you know, so show us what you have.

Q. I see. So Mr. Straight says: We are confident of our

ownership of our intellectual property.

Is that right?

A. Yes.

Q. All right. Now, let's go -- further down in

Mr. Straight's email, he has a list of some diligent --

diligence items action list. Do you see the fourth item

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refers to Qualcomm and ItsOn/HPI? I believe that's

Headwater?

A. Headwater Partners I, yes.

Q. Okay. Will have a face-to-face meeting for Qualcomm to

disclose to ItsOn/Headwater the facts, documents, and any

other information that Qualcomm possesses, that Qualcomm

believes support the Qualcomm claim that it may own some

portion of ItsOn's IP?

A. Yes.

Q. Can you explain that?

A. Yes. By this time, they were hinting that they

wanted -- in order to resolve this insinuation, they wanted

more from us somehow. We said, no, let's see what you

have. We don't want to give you any more. There's nothing

that we need from you. So show us what you have, and let's

talk about it.

Q. And did this meeting take place?

A. It never took place.

Q. Not in 2009 and not anytime after?

A. Qualcomm has never shown us any evidence to support the

original insinuation.

Q. All right.

MR. KRIS DAVIS: Now, let's pull up Exhibit 11.

All right. This is HW_00104069.

Q. (By Mr. Davis) Do you see this is a May 7th, 2009

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email with the subject line: Moving Forward?

A. Yes.

Q. And I see this came from David Wise; is that right?

A. Yes.

Q. That was your business contact at Qualcomm?

A. Yes.

Q. All right. About halfway through the paragraph, I see

a sentence that reads: To resolve the IP concerns, we

would like to agree that Qualcomm get an additional

5 percent ownership interest in ItsOn.

Do you see that?

A. Yes.

Q. And what was your reaction to that?

A. Well, you know, it wasn't a huge amount, and they

weren't even asking for ownership in the patent entity,

which was interesting. But our reaction was, well, no,

that's not fair to the other investors. You have nothing.

We're not going to pay something for nothing.

So at this point, we began to realize that, you

know, they were essentially using this as leverage. We

knew that there was good faith, but, you know, for whatever

reasons internal to Qualcomm, they were using this as

leverage.

So we said: Listen, this -- we need this to go

away. You can't use this as leverage. So you're going to

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need to sign some sort of release, because we just -- we

don't -- you're not managing your own internal process.

It's interfering with our business relationship. You need

to sign a release. We want this to go away.

Q. Okay.

MR. KRIS DAVIS: Let's pull up Exhibit 12. And

for the record, this is HW_00104071.

Q. (By Mr. Davis) Do you see this is an email dated May

19, 2009 with the subject line: Release?

A. Yes.

Q. And can you explain what this document is?

A. Yes. So after the request for 5 percent extra in the

company ItsOn, I told David: We're going to need a

release.

He said: Okay. We can look at a release.

He said -- you know, he also said: Maybe we need

less than 5 percent. Maybe it can be a couple percent or

maybe 1 percent.

So I said: Look, let's work on the release.

So we went to our lawyers -- well, first of all,

David said: Sure. Let's see what you have.

We went to our lawyers, and we said -- we gave

them the following instruction: We want a release that

precludes someone inside of Qualcomm from making these

insinuations, period. We just -- we don't want someone to

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cause more mischief that doesn't want to get the deal done

or what have you.

So the lawyers came up with this. And this

specifically said, you know, whether you think it was

developed at Qualcomm or after Qualcomm or otherwise, you

release all claims.

And we told Qualcomm: You're not giving anything

up. You know, by now you know you don't have anything

showing the invention at Qualcomm. This just prevents more

mischief. This just prevents more insinuations.

Q. And did Qualcomm sign the release?

A. No. They said it was too broad and that maybe I would

come up with something -- a different invention at

Headwater that read on their core chipset business or some

scenario like that. It was too broad. We want to sign a

narrower release.

Q. And did any of your business contacts at Qualcomm speak

to you after refusing that release about still wanting to

make a deal?

A. Yeah, they still wanted to make a deal. We talked

about various releases, and we just felt that the breadth

they wanted in the release would still allow the mischief.

And so we just said, look, let's just not do business right

now. We're not going to have this held over our head

anymore.

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MR. KRIS DAVIS: All right. Let's pull up

Exhibit 13, and this is HW_00104070.

Q. (By Mr. Davis) Do you see this is an August 3rd, 2009

email with the subject line: Qualcomm's Proposal?

A. Yes.

Q. And in the second paragraph, do you see the sentence

that says: Qualcomm continues to reserve all rights and

does not waive any rights to Qualcomm's intellectual

property, including any Qualcomm intellectual property

incorporated in patent applications filed by Greg, ItsOn,

or Headwater Partners I?

A. Yes.

Q. And what's your understanding of that statement?

A. Well, our understanding was that they're just saying:

Hey, we've traded a lot of release ideas back and forth.

You guys sent us a written release. We're just letting you

know we haven't signed any releases. We don't want any

confusion on that.

Q. I see. After the negotiation with Qualcomm ended in

2009, did Qualcomm ever bring any claim asserting ownership

over Headwater patents?

A. Never.

Q. Do you know whether Qualcomm can bring a claim against

Headwater now alleging ownership?

A. They cannot, and they acknowledged that to us

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specifically.

Q. And why is that?

A. So I started to mention earlier that we kept in close

touch and, you know, informed them of progress. And then

in 2017, Qualcomm became interested in acquiring

Headwater's patent portfolio and/or Headwater as a company.

MR. KODISH: Your Honor, I want to state an

objection for the record, that we move to exclude or

prevent any testimony relating to a 2017 offer.

Your Honor may recall at the pretrial conference

on July 2nd, DTX-224 was sought to be excluded by

Headwater. They explained that the offer in that time

frame was an unsigned, undated offer to Headwater from

Qualcomm to purchase patents that was not accepted. And

Your Honor then did indeed grant that objection and exclude

that. We think that Headwater is trying to use the very

offer it successfully excluded. The sword -- sword/shield

law does not permit it. There's Fifth Circuit case law we

cite in support that I'm glad to read, but...

THE COURT: As I recall, the issue was whether it

could be admitted for the jury to consider on infringement?

MR. KODISH: What was the last word, Your Honor?

THE COURT: On infringement?

MR. KODISH: No, it related to damages issues.

THE COURT: All right. On the damages arising

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from infringement, but in any event, the decision that was

made there related to the jury trial. I will note your

objection, and I may at some point consider that this

exhibit should not be considered. But I'm going to allow

them to offer it in connection with this hearing.

MR. KODISH: Sure. I understand. We're glad to

provide case law if need be.

THE COURT: All right. Thank you, Mr. Kodish.

Q. (By Mr. Davis) All right. Continue, Dr. Raleigh. We

were talking about a 2017 engagement with Qualcomm.

A. Yes. Qualcomm became interested in either acquiring

Headwater's patent portfolio or perhaps the whole company,

including, of course, the portfolio.

THE WITNESS: Am I speaking loud enough? Okay.

MR. KRIS DAVIS: Yes.

Q. (By Mr. Davis) All right. And did -- was there any

conversation with Qualcomm about this insinuation from back

in 2009?

A. Yes. So by 2017, we had a very large patent portfolio,

and we had -- made a tremendous amount of progress. And,

of course, we were wary about the potential for more

insinuations to be made, you know, make progress and then

more insinuations and attempts to gain leverage from that.

So we said we want to make sure that this isn't

going to happen again. And their executives assured us of

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several things.

So they said: First, nothing came of the

insinuations and Qualcomm took no action.

Second, Qualcomm had knowingly, with all the

evidence they had -- you know, we gave them everything

about the original patent concepts, ideas, et cetera, and

filings, embodiments, and knowing everything they knew

about the Headwater portfolio, they hadn't consciously

allowed the statute of limitations to expire.

And then third, because the statute of limitations

had expired, they had no recourse whatsoever to file any

sort of claim against Headwater's patents.

This, of course, gave us great comfort, and we

engaged back in the conversation and went through months of

diligence on the portfolio so that they could evaluate a

potential acquisition.

Q. And did Qualcomm ultimately make any kind of offer to

buy Headwater's patents?

A. They did. They made a verbal offer, and they said they

wanted to float the offer prior to getting it approved by

the board to see if we would accept it. And the verbal

offer was 25 million, and we immediately said on the call

that was not going to be nearly enough.

They said, okay. And they hinted, what if we went

up to 75 million, would that be enough?

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And we said, well, let us think about it. We

discussed it internally and went back and said that won't

be enough, so you don't need to bother going to your board.

Q. All right. And do you recall any later negotiations

with Qualcomm after 2017?

A. Again, many discussions, but there was another offer

made in 2022.

Q. Okay.

MR. KRIS DAVIS: Let's pull up Exhibit 14. This

is labeled HW_00092648.

Q. (By Mr. Davis) This appears to be an email chain from

April 2022, with a subject line: Letter of Interest.

Do you see that?

A. I do.

Q. And focusing on the bottom email in the chain, can you

explain what this shows?

A. This is the president of Qualcomm Technology and

Licensing. It's a cover letter saying here's the offer.

Q. Okay.

MR. DAVIS: Let's go on to Exhibit 15. That is

labeled HW_00092649.

Q. (By Mr. Davis) And what is that document?

A. That is the actual offer.

MR. KODISH: Your Honor, sorry to object. Just

to -- for the record, to note that this is an identical

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document to the document that you excluded at the July 2nd

hearing, other than it has a date on it, which is April

4th, 2022. But this document bearing Bates number

Headwater 92649 is identical to the one that was excluded

which is Headwater 92578. Thank you.

THE COURT: And, Mr. Kodish, you're talking about

the hearing regarding trial exhibits?

MR. KODISH: That's right.

THE COURT: All right. I think the issues are

entirely different regarding whether an exhibit is proper

at this hearing and whether it's proper for the jury trial.

If you have an objection that is based on this hearing and

the admissibility of an exhibit to this hearing, I'd be

happy to hear it. But I don't think there's any relevance

as to whether something was excluded as a trial exhibit.

So you can just consider that all of those

objections are preserved to you. But if you have one that

you think relates to this hearing, I'd be happy to hear it.

MR. KODISH: Sure. I was just referencing common

law -- Fifth Circuit law the Randle v. Telecom case,

3:97-CV-334.

THE COURT: And are you saying that that's a case

that says that exhibits that are excluded from a jury trial

cannot be considered in connection with standing?

MR. KODISH: Sorry. No, it's for the higher level

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premise of the use of evidence that was sought to be

excluded by one party now attempted to be used subsequently

in related proceedings.

But I understand Your Honor's position and

appreciate noting it on the record. I merely was standing

up to make sure it was clear on the record that this

document now being examined is an identical document, save

for the fact that it is dated with the one that Your Honor

ruled on on July 2nd.

THE COURT: All right. Well, I am happy to assume

that all of these exhibits have been excluded from the jury

trial. And if it is improper for the Court to consider

them in this trial, then so be it. But I just don't

believe that's the law.

MR. KRIS DAVIS: And, Your Honor, if I may just

very briefly, two things. You know, we believe, of course,

that this is probative of the state of mind of Qualcomm,

that it would not, as I think you --

THE COURT: Mr. Davis, at this point, I have

admitted it. If you want to talk me out of that --

MR. KRIS DAVIS: No, I'm sorry.

The only other thing I wanted to say, Your Honor,

is just to avoid any potential confusion, the parties

have -- I think because there was some confusion at

deposition and the deposition exhibit used was undated --

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like Mr. Kodish mentioned, he thought that was the 2017

offer. There were actually two separate negotiations.

2017 did not result in this letter of interest. This was a

separate engagement in 2022.

THE COURT: All right. I think we have a witness

here. So you don't need to tell me about it. You can ask

a question and have the witness tell me.

MR. KRIS DAVIS: Okay.

Q. (By Mr. Davis) So, Dr. Raleigh, I believe you said

this is the letter of interest from Qualcomm; is that

right?

A. Yes.

Q. All right. So let's focus on the opening sentence and

Clause (i). This says that it is the desire of Qualcomm to

acquire the Headwater patents.

Why was Qualcomm referring to those as Headwater

patents?

A. Because they belong to Headwater.

Q. And what about the insinuation from 2009?

A. The insinuation from 2009 was dispatched by 2017 for

sure, and there was no further insinuation. And they fully

admitted these belonged to Headwater.

Q. All right. And in this 2022 letter, I see an offer

of -- it looks like $9 million; is that right?

A. Yes.

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Q. And what was this a $9 million to acquire?

A. It was a $9 million offer to acquire the Headwater

patents --

Q. Okay.

A. -- or patent portfolio.

Q. And was this the letter of interest that was referenced

in Mr. Rogers's email on the prior exhibit?

A. Yes, it was attached. It was first attached undated,

and that probably sounds like what was circulating. And

then his assistant, Gaby Boy, sent me the signed version.

Alex was on travel at the time he sent the first one, and

he couldn't sign it and PDF it.

Q. Okay. At any point in those 2017 and 2022

conversations, did Qualcomm ever assert that it already

owned any of the Headwater patents that it was offering to

buy for millions of dollars?

A. In 2017 and 2022?

Q. Yes.

A. As I said, in 2017, not only did they not assert that,

they gave us great comfort by saying they could never

assert that.

Q. All right. And before we depart from this exhibit, do

you see at the beginning of Clause (i) it reads in: It is

the desire of Qualcomm to acquire the following: All

worldwide patents and patent applications that are owned by

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the following entities. And it goes on to say Headwater.

Do you see that?

A. Yes. Headwater Research, Headwater Partners II, which

is a separate entity that has some of my medical technology

patents, and ItsOn.

Q. Do you believe that Qualcomm would send you an offer

saying that the Headwater patents are owned by Headwater if

it believed Qualcomm owned the patents?

A. No.

Q. All right. Would you have reengaged in negotiations in

2017 and 2022 if there was any insinuation about patent

ownership still being made?

A. No. That would have been a very substantial risk

because we had made, as I mentioned, lots of progress. We

had many new patents. The diligence included, of course,

all the background material that goes into the patents, you

know, information that's not publicly available. And if we

thought that there might be someone laying in wait to make

another vague insinuation, we would not have entered that

discussion.

So we required the conversation upfront that I

testified to a moment ago.

Q. All right. So we've heard a bit already about the 2021

video remarks.

Let me first ask you: Did Samsung's counsel ever

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ask you about those 2021 remarks in any of your four

depositions?

A. Curiously, no.

Q. All right. I believe you said those were part of a

panel; was that right?

A. Yes.

Q. Who moderated the panel?

A. It was moderated by a high-level executive at Qualcomm

named Kirti Gupta, and I believe she was chief economist at

Qualcomm at the time.

Q. Do you recall approximately how long Dr. Gupta had

worked at Qualcomm at the time?

A. Over 20 years, I believe.

Q. All right. Now we have a snippet of the video that

we'll play in just a moment.

MR. KRIS DAVIS: For the record, I believe Samsung

submitted the full video to the Court as Docket No. 236-1.

The portion that we'll play runs from 43:22 through 46:53.

(Videoclip played.)

Large corporations generally do not create the big

breakthroughs that really change society and the world.

And I am -- a case study in this -- and I'll just briefly

explain, you know, what -- what -- what my career has

shown.

So I went back -- after being a chief scientist at

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a medium-sized corporation, I went back for my Ph.D and

discovered, you know, theory in multiple input/multiple

output wireless that changed and upended a hundred years of

thought about how wireless things worked. And because I

had experience, I was able to, you know, explain the

electronic structures and document and patent those

structures that would allow us to take advantage of that.

So I was on a fellowship, and my intellectual

property was owned by the company that sponsored me, so I

went back to the president of the company, and I said, you

know, I've come up with this. It's -- it's going to change

everything. You know, be in every wire -- important

wireless standard moving forward. And it was too far

afield. It was too risky. There were a lot of academics

questioning the theory at the time. That's all since

proven out, but at the time it was iffy.

And so they said please come back and just run one

of our divisions, you know, just as Dr. Barnett said. I

had to leave, and fortunately they were gracious enough to

give me the rights to my own patents for 3 percent of what

we created. And I guess three and a half years later, that

company sold to Cisco after proving out MIMO theory and

prototypes for more market cap than the original company

was worth.

That company was bought. That was Clarity

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Wireless. It was bought by Cisco. Again after a couple of

years at Cisco running their product lines and developing

our products for them, I said, look, we need to

revolutionize WiFi, and I had some vague notions of

inventions we could create that would make WiFi 10 times

faster and 10 times better coverage.

Once again, I took it to the top brass at Cisco.

Too risky. Too far afield. Too disruptive. Please

continue running the division you're already running. So I

left, and I started a company called Airgo, and we advanced

MIMO further and added additional technologies that we put

into chipsets. We tried to get the technology accepted

into a standard. The standard rejected it, the IEEE, until

we had the chips, and it really was 10 times faster and 10

times better coverage.

Suddenly the world had accepted it. We created

the 802.11(n) standard. That company was purchased by

Qualcomm. At Qualcomm, you know, one of the most

innovative companies in the world, I had this idea that,

hey, we've gone -- you know, the MIMO revolution will take

place now, and it's in full swing. So the next step is

operating system technology to manage the way applications

connect on these new smartphones because without that,

there's going to be a disaster on the network.

I took it to the then CEO of Qualcomm. Again, too

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far afield. Qualcomm is a chipset company, too risky, too

disruptive. Here's another idea for you. Go run this new

group that we're going to create for you over here that's

closer to the technology that we do now. So I left

Qualcomm to start Headwater. We developed that operating

system technology. We distributed it to carriers, pitched

it to OEMs, and it's now in every smartphone on the plant.

So I am 0 for 3.

(Videoclip concluded.)

Q. (By Mr. Davis) All right. Now, Dr. Raleigh, do these

remarks show that you conceived of the inventions of any

Headwater patents while you were Qualcomm?

A. No, not in any way.

Q. All right. And, again, you're aware that Samsung

asserts that those video remarks admitted that you

conceived of Headwater's inventions while you were at

Qualcomm?

A. I'm aware of that false interpretation.

Q. All right. I believe you said the moderator of the

panel, Dr. Gupta, was a Qualcomm senior executive and

20-year employee of Qualcomm; is that right?

A. Yes.

Q. After, according to Samsung, you admitted to this

Qualcomm executive moderating the panel that you conceived

inventions while at Qualcomm, did Qualcomm take any action

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against you or Headwater?

A. No, as I testified earlier.

Q. All right. Now, I also, just for reference, wanted to

put on the screen the text corresponding to a portion of

what we just saw.

So focusing on this first paragraph, I see the

word "idea" that I know Samsung has focused on. What was

the idea referenced here?

A. Yeah. Again, you know, the context here is a panel.

You know, we were instructed, as normal in these types of

things, to keep our comments brief. And in roughly three

minutes, I described 30 years of my career. So I made a

lot of passing comments, and this was one of those passing

comments.

What it referred to was, in fact, actual events.

So the passing comment referred to the 2008 conversation I

had with Dr. Jacobs, the CEO of Qualcomm, that I've already

testified to. And in that conversation, I said, hey,

here's a research direction, mobile network operating

systems and equipment to enhance MVNOs with

application-specific services and other things, as I

testified. It -- not only was it not an invention, as I

testified earlier, not only was it not a concept for an

invention, it was an idea for a research direction that I

thought would be fruitful because I knew there was a market

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need. It wasn't even the right direction.

The direction itself, which is not ownable, I want

to research in this direction. That's my idea. That's not

a concept of anything that can be owned. It was also 180

degrees from where I ended up. It is entirely divorced

from the claimed inventions in this case.

Q. Now, at this time in 2008 when you were talking with

Dr. Jacobs, what solution, if any, did you have?

A. I had a desire to research. I had a desire to research

a market need. I thought it was going to be network

equipment technology. I thought it would be enhancements

to mobile network operating systems. It turned out that is

not at all the direction I took.

And I was interested in learning about it. I'm a

quick study, so I said: I don't know a lot about this, but

I can learn about it, and I'm sure I can invent something.

Q. Okay. Now, shifting gears a bit, do you know whether

Qualcomm has produced any documents in this case?

A. They've produced a couple, I believe.

Q. All right.

MR. KRIS DAVIS: Let's pull up Exhibit 16. This

is titled: Non-Party Qualcomm Incorporated's Objections

and Responses to Defendants' Subpoena Duces Tecum.

Do you see that?

A. Yes.

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Q. Do you have an understanding of what Samsung asked

Qualcomm to produce here?

A. Generally, my understanding is Samsung's attorneys

asked Qualcomm to produce anything and everything that

Qualcomm had in its records regarding anything I may have

invented, any ideas I may have conceived while I was at

Qualcomm, and any documents that would pertain to my

intellectual property assignments and my start and stop

time at Qualcomm.

Q. And what did Qualcomm produce?

A. They produced my -- a document they say that I signed

in a click-through, an electronic click-through when I was

onboarded from Airgo into Qualcomm, and that was

intellectual property and mutual -- or a nondisclosure

agreement, not mutual. And then my start and stop date.

That's all they produced.

Q. Did Qualcomm produce any documents showing work that

you did while you were at Qualcomm?

A. No.

Q. Okay. Do you know whether Qualcomm provided any

deposition testimony in response to a subpoena from

Samsung?

A. Not to my knowledge.

Q. Okay. Now, I believe you mentioned earlier that

Mr. Raissinia works at Qualcomm today; is that right?

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A. Yes -- well, I don't know if I did. But he went back

to Qualcomm after working at Headwater for a while.

Q. I see. Do you know about how long he's been at

Qualcomm?

A. Well, he's been at Qualcomm since roughly another --

he's been there for another -- has it been that long?

Q. How long, I'm sorry?

A. Well, I'm just -- it's been a long time, it turns out,

so maybe 14 years he's been back at Qualcomm since he left

Headwater.

Q. Okay. Now, do you know whether anyone at --

A. Actually, no, wait. 2011, roughly. So, yeah, 13

years.

Q. Okay. Do you know whether anyone at Qualcomm has ever

alleged that Mr. Raissinia ever conceived of any Headwater

inventions while he was still working at Qualcomm?

A. That's never been alleged as far as I know, and I'm

pretty confident if something like that happened, Ali would

give me a call.

Q. Based on your experience at Qualcomm, do you think

Qualcomm would employ Mr. Raissinia today if they thought

he took Qualcomm's intellectual property and patented it

for someone else?

A. Qualcomm is the most serious intellectual property

company I know of. I have worked at Qualcomm. I know

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their intellectual property attorneys very, very well. I

have no doubt that if Qualcomm thought someone took their

intellectual property, they would not hire them, they would

not work with them.

Q. All right.

MR. KRIS DAVIS: And let's pull up our final

exhibit, No. 17.

Q. (By Mr. Davis) This is titled: Invention Disclosure,

Confidentiality & Proprietary Rights Agreement.

Do you see that?

A. I do.

Q. Do you understand this is a copy of the agreement that

Qualcomm produced in response to the subpoena we saw?

A. Yes.

Q. Now, given your invention timeline, does this agreement

give any rights to Qualcomm to any Headwater patents?

A. None whatsoever.

Q. Why do you say that?

A. Well, first, the entire agreement doesn't apply because

it hinges on conception at Qualcomm. And as I've testified

here as carefully as I can, nothing in the Headwater patent

portfolio was conceived of at Qualcomm.

There's other reasons. I mean, all I see right

here is the heading. But I --

Q. All right.

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A. It all hinges on the idea that it's conceived of at

Qualcomm for Qualcomm to have any ownership.

Q. I see.

MR. KRIS DAVIS: Now, let's take a look at

Paragraph 1.4.

Q. (By Mr. Davis) And this refers to a one-year

presumption. Do you recall that?

A. Yes.

Q. And if we skip ahead just a bit in the quotation, it

says: Shall be presumed to be an invention subject to the

terms of this agreement unless proved by me to have been

conceived and first reduced to practice by me following the

termination of my employment with the company.

Do you see that?

A. Yes.

Q. Do you understand this Paragraph 1.4 to give Qualcomm

any rights to any Headwater patents?

A. None whatsoever.

Q. And why do you say that?

A. Well, there's many reasons. So first, I think I very

clearly showed and proved to Qualcomm on multiple occasions

my timeline for the initial inventions during my -- the

period where I had left for one year, and I think I've

already testified to that here, so I won't repeat it all.

Second, we have free and clear title. Qualcomm

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has known everything there is to know about the patents

from the perspective of ownership and timeline,

embodiments, et cetera, and they've never made a claim.

Third, they allowed the statute of limitations to

expire on any claim they might make, so they can't make a

claim.

And, fourth, as an employer, I am -- you know,

have employed, I don't know, maybe a couple thousand

engineers and other people in California, and we took this

sort of thing out of our agreements because it's my

understanding that you can't -- in California, you can't

enforce this kind of thing. If you try to get an employee

to prove a negative, prove they invented something after

they left, my understanding is that's not enforceable.

Q. All right. Dr. Raleigh, has Qualcomm's conduct over

the years indicated to you that the company believes it

owns Headwater's inventions?

A. No. As I said, Qualcomm -- you know, we entered many

good-faith negotiations them, we attempted to do business

with them on several occasions, and they've always acted as

a buyer of our patents, not an owner.

Q. And over the past 14 years, has anyone at Qualcomm

raised the insinuation from 2009 or asserted ownership of

Headwater patents?

A. No. It was just that one first engagement, and as I

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said, they dispatched the insinuation in the 2017

engagement.

Q. And over that period of 14 years or so, how many people

have you interacted with at Qualcomm during that time?

A. I know a lot of people at Qualcomm. You know, a

hundred, maybe.

Q. Okay. Now, was your comment in the 2021 video a

statement that you conceived an inventive idea at Qualcomm

that led to a Headwater patent?

A. The video in 2021?

Q. Right.

A. No. It was, again, a passing comment that's completely

misconstrued by the Samsung attorneys.

Q. Okay. And my final question for you: At any point in

time, have you ever been shown evidence that a Headwater

invention was conceived while you or Mr. Raissinia were

working at Qualcomm?

A. No, never.

Q. All right. Thank you, Dr. Raleigh.

MR. KRIS DAVIS: I'll pass the witness.

THE COURT: All right. We'll take the afternoon

recess before we proceed with cross. And that will be 15

minutes.

COURT SECURITY OFFICER: All rise.

(Recess.)

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COURT SECURITY OFFICER: All rise.

THE COURT: Thank you. Please be seated.

Have a seat, Dr. Raleigh.

MR. KODISH: All right. Your Honor, Thad Kodish

for Samsung. We have a binder of materials as well.

THE COURT: Great. If you would pass it up, that

would be helpful.

CROSS-EXAMINATION

BY MR. KODISH:

Q. Good afternoon, Dr. Raleigh.

A. Good afternoon.

Q. That binder I've handed you, you've seen that binder

before, right?

A. We were just glancing at it when you had it up here,

and then you took it back --

Q. Who was just glancing at it?

A. Ben and I.

Q. You and your attorney, Mr. Wang?

A. Yes.

Q. And you were talking through it and flipping the pages

through it?

A. We were just flipping through to see what it was, yeah.

Q. Okay. What did you talk about?

A. Nothing. I mean, it was like, oh, look at this is

here. I was looking at a couple of the things you have in

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your exhibits. I was -- I was curious.

Q. Okay. Could we tilt the microphone a little bit closer

to your mouth? It's just really quiet.

A. Sure. How is this?

Q. That's much better. Thank you.

MR. KODISH: All right. Well, we object to

discussions with your attorneys on the break about the

materials and the subject of the testimony, but with that

we'll dive in.

A. I didn't have any discussions.

Q. (By Mr. Kodish) So to confirm, you're the managing

board member of the Plaintiff, Headwater Research; is that

right, Dr. Raleigh?

A. My title is actually -- I believe it's lead inventor --

or chief inventor, I think it is.

Q. Sure. Do you have any reason to disagree that your

LinkedIn also shows that you are -- describe yourself as

founder and managing board member of Headwater Research?

A. Yeah, I apologize. I haven't updated that for

probably, I don't know, 15 years or something or 14 years.

So it's probably not accurate anymore. I literally haven't

looked at it for 14 years.

Q. All right. Well, that record is reflected at Tab 1 of

your binder, Docket 236-18 at Page 2.

We'll continue on though, Dr. Raleigh.

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You are one of two employees of Headwater

Research; is that right?

A. Two permanent employees, yes.

Sorry, for the noise.

Q. Dr. Raleigh, do you know what the damages demand is by

Headwater in this action?

A. Approximately.

Q. What is it, to your knowledge?

A. I think it's on the order of $2 billion.

Q. You said 2 billion?

A. I think so.

Q. Would it surprise you to learn that the ask is as much

as $3.1 billion?

A. You know, I'm not a damage expert. It's simple. It's

how much is it worth per device, and how many devices do

you ship, and that's the damage number.

Q. Okay. So you're not even aware that your company that

has two employees is requesting $3.1 billion in this case?

Is that your testimony?

A. It sounds like it's been updated since I last looked.

As I mentioned, you know, I'm an inventor. I understand

roughly how damages work. I'm not a damage expert.

Q. Okay. You stand to receive up to 5 percent of the

outcome of this case in which Headwater is seeking up to

$3.1 billion; is that right?

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A. I certainly get a percentage of the outcome. I'm not

exactly sure what it might be.

Q. Oh, you don't even know what your percentage is, is

that your testimony?

A. I think it's more than 5. You know, it's not something

I look at every day.

Q. Okay. Out of curiosity, have you calculated what

5 percent of $3.1 billion is?

A. I can. It's on the order of $150 million or so.

Q. Okay. Yeah, bingo, that's right.

Dr. Raleigh, are patents important when you start

a new technology company?

A. Undoubtedly.

Q. Why is that?

A. Well, that's what the U.S. invention system is all

about, a spark of ingenuity and a lot of hard work. And if

you can own what you produce, then you're incentivized to

make money, as you say, and to help the world by owning,

you know, those inventions. That's what I love about our

system.

Q. And patents give you really protection for your ideas

and the right to exclude others from practicing them; is

that fair?

A. Yeah, in theory. In today's world, it doesn't quite

work that way. You have to go to trial. We used to have

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injunction, which, you know, was a lot easier, but now we

have to do things like this.

Q. All right. And it sounds like you have some decent

familiarity with the patent law.

Are you familiar with the first to invent rule

when it comes to U.S. patent law?

A. That used to be the law, yeah.

Q. Yeah.

A. But now it's first to file, yeah.

Q. Do you know when the law changed?

A. I know I gathered my notes and filed quite a few

provisionals at the time it was changing because we wanted

to be able to claim priority to my notes. But I don't

really recall the year.

Q. Well, you knew -- you know that the first to invent

rule in U.S. patent law existed in 2008; is that right?

A. I think it did, yeah.

Q. Yeah.

A. In 2008, yeah.

Q. And you know that it existed in 2009; is that right?

A. I'll take your word for it.

Q. Can you describe for me what the first to invent rule

is?

A. Well, it's -- it basically says that if you can show

that you reduced to practice and, you know, you had all the

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embodiments necessary to show conception and reduction to

practice and those were documented, then you could claim

back to that date.

Q. Right. So --

A. Claim priority back to that date.

Q. I see. So you're describing a scenario where an

inventor may use the documentation to move earlier than the

actual filing of the patent application to demonstrate the

point of conception that may have been earlier than that

time; is that right?

A. Yes.

Q. Okay. And you understood back in 2000 -- in the 2000s

and really to this day, it sounds like, that under the

first to invent system, you might lose out to someone who

had an idea later than you but wrote their idea down before

you filed your patent application, right?

A. Yeah, I'm not so sure about that. That's a matter of

law.

Q. Okay. Well, it was important for you in your general

practice in 2008 to make sure that you would start

documenting because it is possible that those notes in

those days in 2008 would be there to demonstrate first to

invent and it's possible you might be able to use them to

swear back to earlier dates than the actual application

that was filed; is that fair?

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A. Could you say it again?

Q. Sure. You understood that in 2008, you could rely on

your notes, if earlier than the date of the patent

application, to try and demonstrate that you invented

what's in that patent application earlier than the date of

its filing, fair?

A. Generally, yeah. But my practice is primarily to try

to get the patent -- the provisional patents filed as soon

as possible, because that's, you know, an irrefutable

record of your inventive ideas.

Q. All right.

A. And it's just -- I've never tried to go back to my

notes. It's much more difficult, and it's easier to be

challenged.

Q. So it's your testimony that -- that you do not rely on

notes to demonstrate your date of first conception out of,

you know, consideration for this first to invent system?

A. I don't think that's what I said. I said I've never

had to go back to my notes.

Q. Okay. Now I understand.

So it is your practice to create the notes, but

you haven't had an instance where you needed to go back to

them to demonstrate earlier conception; is that fair?

A. Correct.

Q. Okay. You were designated to testify on behalf of

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Headwater as a Rule 30(b)(6) witness on all 95 topics that

Samsung noticed in this case; is that right?

A. I think that's correct, yeah.

Q. Okay. And one topic you were designated on was

conception of the asserted patents; is that right?

A. I'll take your word for it. There was a very long list

of things that you guys gave us.

Q. Sure. Let's -- let's make sure you're absolutely

certain.

MR. KODISH: Mr. Compton, if you could be given

access to the screen. Thank you so much.

Q. (By Mr. Kodish) We're looking Tab 4 of your binder.

It's the Deposition Exhibit 1 at Page 8 of your March 7th,

2024 deposition.

And you understand now from looking at Topic No. 4

that this is a topic that concerned the conception of the

subject matter in each of -- each asserted claim of the

asserted patents. Do you see that?

A. I do.

Q. All right. So you understand now and are refreshed

that you were, in fact, designated on the subject of

conception of the asserted patents for Headwater, right?

A. It looks like it.

Q. Yeah. What is your understanding of which Samsung

features are accused in this case?

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A. Well, that -- that's -- that's in the infringement

information. I -- you know, if you'd like me to read the

infringement information, I can, but I don't want to, you

know, hazard to say off the top of my head what's

infringed.

Q. Okay. Are you even aware that Headwater has accused

aspects of the Google Android operating system running on

Samsung phones?

A. No, I know the -- I know the features in the phones

that are accused. You know, I think some of those features

are in the Google operating system.

Q. And do those accused features manage the way the

Samsung phones are able to connect to the network?

A. That's an extremely broad statement that just about

anything fits under. I'd have to think about it.

Q. Oh, so you don't know one way or the other whether the

Android operating system manages the way Samsung phones are

able to connect to the network?

A. I mean, again, that's so broad. The answer is

certainly there are aspects of the Samsung phones that are

managed by aspects of the Google operating system. But

you're asking a very broad question. I'm not sure what

you're looking for.

Q. You know, you talked in detail about one of your

patents, and you went through the claims and explained, you

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77

know, some perspective on what those claims mean. I

believe it was the '976 patent, one of the asserted patents

in this case; is that right?

A. We did, yes.

Q. Yeah. A deposition in this case taken by Samsung, you

could actually not tell us what the asserted patents were

about, could you?

A. No, I think that's completely untrue. I offered to go

through the claims with you, and you wanted me to summarize

them in my own words. And I said I would have to very

carefully do that. And, you know, the claims are what they

are. They say what they say. That's the owner -- that's

the invention that's owned.

Q. All right.

A. You wanted something else. I don't even recall what it

was.

Q. And you couldn't tell us what the -- whether the

asserted patents related to networking, could you?

A. I'm not sure what you're asking me.

Q. Oh, you don't know what networking is?

A. Of course I do.

Q. Okay. So do the asserted patents relate to networking?

Do you recall when you were asked that at your deposition

what your answer was?

A. I don't recall, but it's -- it's an odd question.

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What is the question exactly?

Q. Well, the question now is you could not tell us whether

the asserted patents related to networking at your

deposition, right?

A. I have no idea what you're asking me. That's such a

broad question that's, in my opinion, ill-defined.

Q. Okay. So you just don't understand that question. I

understand.

A. Again, it could mean many different things, and I'm

testifying under oath, and I'm going to be very precise

about my answers.

Q. Okay. So you stand by the testimony that you don't

know how to answer that question?

A. You know, I don't know about that.

Q. You couldn't explain at your deposition a single

concept you came up with in the asserted patents. Do you

recall that at your deposition?

A. I think that's a mischaracterization. I think I -- I

discussed the inventive spark. I discussed many things in

my deposition.

THE COURT: Mr. Kodish, if you want to impeach him

with his deposition, ask him a question, and if he answers

it differently than his deposition, you can impeach him.

But the subject of this examination is not what he said in

his deposition.

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MR. KODISH: Sure. We do believe the relevance

will be made clear, Your Honor. And I am glad to impeach

him on the answer to the last question.

Mr. Compton, if you would go ahead and play the

November 15th, 2023 --

THE COURT: What is the question that you're

putting to the witness here?

MR. KODISH: Sure. That he couldn't explain a

single concept that he came up with in the asserted

patents, which is a surprising turnabout from his ability

to explain and go through the claim elements of his '976

patent here today.

A. Yeah, I'm sorry, I told you that the core concept was

device-assisted services at various portions of my

deposition. I explained that that was a core concept. I

explained that it was the idea of moving things from the

network to the device. So I imagine you're going to play

some other portion of my deposition.

Q. (By Mr. Kodish) We asked you --

MR. KRIS DAVIS: Your Honor, if I may. Can we

have the -- which transcript and page?

MR. KODISH: Sure. I thought I recited it. But

the November 15th, '23 deposition transcript, 64:21 through

25.

Q. (By Mr. Kodish) We asked you --

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A. I'm sorry, where are we?

Q. Oh, I was just responding to a question from your

counsel.

A. I would like to know, too.

Q. But now I'm back to you. I was indulging your counsel

with a response.

A. Can I know where we are?

Q. Yeah.

A. Is that okay?

Q. So the question now to you is: You couldn't say --

A. Could you please tell me where we are in my deposition

so that I can look at it with you?

Q. Oh, we're not looking at a particular part of your

deposition right this moment. But I have a brand new

question, and then we will.

A. You guys interviewed me for, I think, 28 hours.

THE COURT: Dr. Raleigh, just hang on. He's going

to eventually ask a question.

THE WITNESS: Oh, I hope so. Okay. Thank you,

sir.

Q. (By Mr. Kodish) You couldn't say how you would

describe the asserted patents if the judge asks, correct?

A. I'm sorry, what's the question now?

Q. We asked you: If the judge in this case is overseeing

the trial and he turns to you and says, Mr. Raleigh --

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Dr. Raleigh, you got a lot of patents in this case. Can

you tell me at a high level what these nine patents are

about, what do you say?

Do you remember that question being posed to you?

A. I don't.

Q. Okay.

MR. KODISH: Mr. Compton, if you could play from

the March 7th, 2024 deposition at Page 162, Line 13 through

23.

(Videoclip played.)

Q. If the judge in this case is overseeing the trial and

he turns to you and says, Mr. Raleigh, you've got a lot of

patents in this case, can you tell me at a high level what

these nine patents are about, what do you say?

A. That's speculation.

Q. You're going to say: I don't know, Your Honor?

A. I'm telling you that you're speculating about some

future event that may or may not happen, and I don't know.

You're just speculating.

(Videoclip ends.)

Q. (By Mr. Kodish) That's your testimony, right,

Dr. Raleigh?

A. Yeah. I was saying that you're speculating on what a

judge might ask me, and it would depend on the context of

the question.

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Q. Well, we heard your testimony, Your Honor --

A. Okay.

Q. -- Dr. Raleigh. And you stand by that testimony,

correct?

A. Yeah, I suppose. I mean --

Q. Thank you, Dr. Raleigh.

You joined Qualcomm in 2006 after they acquired

your previous company Airgo, as you mentioned, correct?

A. Yes.

Q. And at Qualcomm, you were vice president of mobile

Internet, right?

A. I think that was one of my titles.

Q. And you also had characterized your job as VP of

Wireless Internet at your deposition, correct?

A. Something -- yeah, it's a title. It's something that

goes on your business card.

Q. And you've explained you left Qualcomm in 2008, right?

A. Yes.

Q. And to be very specific -- and if we could bring it up

from Tab 7 of your binder.

MR. KODISH: Mr. Compton, if you could bring up on

the screen for Dr. Raleigh's benefit. This is Docket

236-17, a document that describes -- you know, it's

produced by Qualcomm, it's the job/supervisor history

report.

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Q. (By Mr. Kodish) And I believe you testified it showed,

you know, the time that you were at Qualcomm. And do you

agree with me this document shows that apparently your last

date was September 19th, 2008?

A. That's what it says, yes.

Q. You don't have any reason to have a different opinion

on that?

A. I think that's when I -- what my last date was.

Q. Yeah.

A. I think I testified to that earlier.

Q. All right. Thank you.

All right. I have some questions about your

company ItsOn, Inc.

Where did the name ItsOn come from?

A. Yeah, it's -- we did a marketing study and came up with

ItsOn.

Q. So you did a marketing study. And who is we? Who did

that marketing study?

A. Just -- you know, it was informal. There was a group

of us coming up with a name for a shell company that we

were going to eventually populate with products.

Q. All right. Can you tell me who was in the group?

A. It would have been me. I probably would have been

brainstorming with -- you know, it's hard to recall. I

think this is 16 years ago, but probably brainstorming

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with, for example, my wife, Charlie Giancarlo perhaps, and

I don't really remember who I brainstormed with.

Q. And how did you conduct the marketing study? What were

the mechanics of that?

A. What do you think of this name? Oh, I like it. I

don't like it. Okay. How about this name? Oh, that's

interesting.

Q. All right. So any other aspects of that marketing

study, you know, if we were to get the documents that

related to it that we can see?

A. When we start companies, a lot of times we change

names. So, for example, Airgo started off as Woodside

Networks, and it was just, okay, let's call it Woodside.

I create a shell. You know, the shell doesn't

really have anything in it. We eventually start thinking

about what we're going to do. Once we decide what we're

actually going to do with the company, then we say, okay,

does the name fit the company, and we may change the name

if it doesn't fit.

Q. All right. What were some of the other names you

considered?

A. Boy, there's -- there's probably, you know, some notes

somewhere. We just -- you think about a bunch of names

that sound cool, and then you go on the -- a search site

for trademarks, and you try to find something that's on

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your list that's not already trademarked. And then in the

early stages of the company, you settle on that.

Q. Okay. Okay. And in addition to it sounded cool, you

know, was any part of that, you know, a sense of how it

will be good branding for the particular products that that

company is going to make?

A. At that stage, no. We weren't even sure what we were

going to do. You know, when I started these shells, they

were just shells. I needed a place to do business with

Best Buy because I knew I was going to go talk to Best Buy.

So there would have been no real research with respect to a

specific product.

Q. All right. So your testimony is --

A. I might have thought about, okay, if I'm going to go do

something with Best Buy and they want an MVNO, then, you

know, we might have considered that as part of it.

Headwater had nothing to do with that. It's just

I decided I was going to create an invention company, and

we've done several Headwaters. So, you know, we've worked

in all sorts of fields.

Q. So ItsOn, does it relate at all to the power state of a

device, whether it's on or it's off?

A. No, that never crossed my mind. It could have been

maybe about activation, because MVNOs -- you know,

activation services was really one of the big things at the

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time --

Q. Okay.

A. -- that people were thinking about, like, you know,

it's on the network. We did kind of pitch that to Best Buy

when we met with them.

Q. And did you start ItsOn after you left Qualcomm?

A. Well, I populated the shell after I left Qualcomm. I

think I actually set the shell up about a week before I

left or maybe 10 days before I left because I knew I was

going to be talking to Best Buy, and I needed some

corporate protection. I needed a business card and so on

to talk to Best Buy, and I knew that would take time to

file the Delaware paperwork and so on.

Q. All right. So you did all that, what you just

described, before you left Qualcomm, and certainly you did

your marketing study even before that, correct?

A. It was all about the same time. I just, you know,

asked the lawyers to -- you know, this is -- I've started

many companies. I actually have some shells right now that

aren't doing anything.

Q. Sure.

A. I have a shell called Chilko that I haven't done

anything with. I have a shell called -- what is it called?

Q. Yeah, all right.

A. You know, I have companies that I set up and then

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eventually do something with. They're just corporate

shells.

Q. Yeah --

A. Original Ventures, that's the other one.

Q. Yeah. So I just appreciate you answering the question

that I asked, Dr. Raleigh, which is you set up the company,

and you did your marketing study before you left Qualcomm,

yes or no?

A. No, I wouldn't say that.

Q. Okay.

A. I would say that I opened a corporate shell, which is

not in my opinion setting up a company at all.

Q. And you're saying you didn't do the marketing study

before you left Qualcomm either?

A. We came up with a name. So -- and, again, the

marketing study was literally asking my friends, my wife,

people I was thinking about doing business with, you know,

what do you think about these names?

Q. All right.

MR. KODISH: Let's go ahead, Mr. Compton, if you

could put on the screen the document at Tab 10 of the

binder, which is Exhibit 2 of your March 7th, 2024

deposition.

Q. (By Mr. Kodish) These documents are ItsOn corporate

records, correct?

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A. Looks like it, yeah.

Q. Yeah.

MR. KODISH: And if you could turn to Page 2,

Mr. Compton.

Q. (By Mr. Kodish) This has your electronic signature on

it, right?

A. Looks like it.

Q. Yeah. And it states the name of the corporation is

ItsOn, Inc. The corporation's original certificate of

incorporation was filed with the Secretary of State of the

state of Delaware on September 17, 2008. Is that right?

A. That's what it looks like, yes.

Q. Yeah, so ItsOn was first incorporated on September

17th, 2008 before you left Qualcomm on September 19th,

2008, right?

A. Yeah. And as I said, the shell was set up before I

left Qualcomm so that I could have a, you know, calling

card for talking to Best Buy.

Q. Right. And the marketing study and the activities that

you described that marketing study concerned, that all

happened before you filed this document with the Secretary

of State of Delaware, correct?

A. I talked to my wife and my friends to pick a name

before I left Qualcomm, yeah.

MR. KODISH: We'll move to admit into evidence the

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document at Tab 10 of the binder, the Secretary of State

filing for ItsOn, Inc., Your Honor.

THE COURT: All right. It's admitted.

Q. (By Mr. Kodish) Now, you've previously testified in

deposition that you formed Headwater and ItsOn before you

knew what they would do; is that right?

A. Absolutely, yeah.

Q. You said you told Charlie Giancarlo, quote, let's

create some shell companies, and we'll figure out what

we'll do later, end quote.

Does that sounds like your testimony to you?

A. It sounds like something I could have said, yeah. I

don't recall all the details of my testimony.

Q. But, in fact, you already knew what ItsOn would do

before you left Qualcomm, correct?

A. Not at all.

MR. KODISH: Mr. Compton, could you bring up the

document on the screen at Tab 8 of the binder, which is

Exhibit 11 to Greg Raleigh's June 2024 deposition?

Q. (By Mr. Kodish) Dr. Raleigh, this is a slide deck

produced by Headwater. It bears Bates Nos. HW103-00014613

through 619. Do you see that?

A. Uh-huh.

Q. All right. And you don't dispute that Headwater

produced this document, correct?

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A. Yeah, I'm sure they did -- or we did, yeah.

Q. And if you look at Page 2 of this document --

MR. KODISH: Mr. Compton if you could -- thank you

so much.

Q. (By Mr. Kodish) It's all about ItsOn. Do you see

that?

A. Yes.

Q. Okay. And that's ItsOn, Inc., the company that you

formed before you left Qualcomm, right?

A. Yeah. As I mentioned, Best Buy wanted me to work with

them. They said, please, you know, set up some kind of a

company, and then let's get going.

Q. And then if we flip to the next page of this exhibit,

That also is all about ItsOn, as well, the company that you

formed, right?

A. These documents are created by Best Buy to tell us what

they wanted. And, yes, that's what this says. But this --

this was created by Best Buy, not me.

Q. Oh, okay. So all this information in this document was

created by Best Buy based on prior communications that you

and the folks at ItsOn had had with them telling them about

your company. Is that your testimony?

A. No. No. They knew who I was. They were telling us

what they wanted us to do.

Q. Okay. So your testimony is what we just showed on

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Pages 2 and 3 is just Best Buy's hypothesizing of what they

wanted to do as opposed to information that you gave to

them that they incorporated into the presentation?

A. Can you flip to -- what are you talking about right

now?

Q. Yeah, absolutely.

A. Yeah, so this is discussing a business model that we

might pursue as we helped Best Buy, you know, integrate

this MVNO that they wanted to build. And I had had

discussions with them regarding, you know, what do you have

in mind? What kind of company do you want us to structure?

What is it that you want to do? What are your market needs

and so on?

And as I mentioned, they had all these vendors

coming in to pitch the technology, and this is basically

setting -- what they thought the setup was for what we

would be doing.

Q. So this document is reflective of conversations that

took place between you, your company, ItsOn, Inc., and the

folks at Best Buy before the creation of this document; is

that fair?

A. They had mentioned all of this to me, yeah. As I said,

they were trying to recruit me to build -- to essentially

be the system integrator for the MVNO that they wanted to

build.

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Q. All right. If we look at the last page of this

document, it's at Bates ending at 619. It's a document

entitled: Next Steps.

You see that; is that right?

A. Uh-huh.

Q. And it states for September 9th through 11th, it says:

Meet/greet with Greg R. and no C, end quote. Do you see

that?

A. I do.

Q. And Greg R. is you, right?

A. That would be me, yeah.

Q. If a next step is a meeting to happen between September

9 through 11, then there's no question that this

presentation was created before September 9th; isn't that

right?

A. I would assume so, yeah.

Q. And this refers to the year 2008, right?

A. Yes.

Q. How many months prior to September 9th were the ItsOn

folks and you talking to Best Buy about things that are

referenced in this presentation?

A. It was very shortly before I left. So I'm not exactly

sure what the timeline is, but, you know, as I said, they

were recruiting me to integrate this MVNO for them. And

that's why I created a shell company, so that I would have

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a calling card to do business with them. I told them what

the name was going to be, and then they sent me this -- and

it looks like it was probably before September 9th. I

don't remember the exact timeline.

Q. Yeah. And ItsOn --

A. By the way, I'm not even sure the dates are accurate.

I mean, this -- I don't know when they sent this to me. It

could have been after September 9th. I'd have to see

the -- you know, wherever this came from.

Q. Sure.

A. You know, I'm not sure I recall. And Kuk Yi was their

investment person, and I don't -- I don't recall the first

time I met with him. It could have been before I left

Qualcomm, but he would be the one to, you know, basically

provide funding to build the company that they wanted us to

build.

MR. KODISH: Your Honor, we move to admit the

document at Tab 8 that we just went through, the Exhibit 11

to the Raleigh June 2024 deposition.

THE COURT: All right.

MR. KRIS DAVIS: No objection.

THE COURT: It'll be admitted.

Q. (By Mr. Kodish) All right. So we've established --

you were discussing a meeting with Best Buy at least as

early as the early September 8th time frame, and you had

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previously met with Best Buy on behalf of Qualcomm who

wanted to get more of their chips into laptops; is that

right?

A. I met with many people in that context. And I think

that's how Best Buy came to know me, yeah.

MR. KODISH: And let's go ahead and take a look at

the document, Mr. Compton, if we can bring it up on the

screen, the document at Tab 11 of the binder.

Q. (By Mr. Kodish) Dr. Raleigh, you're now looking at

Exhibit 9 from your June 14th, 2024 deposition.

And this is an ItsOn slide presentation dated

September 24th, 2008, right?

A. Yes, this is one I put together.

Q. Yeah, you authored this document, correct?

A. Yeah, they authored the other one. I authored this

one.

Q. And September 24th, 2008, it's five days after your

last day at Qualcomm on September 19th, right?

A. Yes.

Q. And if we --

MR. KODISH: Mr. Compton, turn to Slide 14 of this

18-slide deck, the one bearing Bates number ending in

15438.

Q. (By Mr. Kodish) You agree with me this is a block

diagram of the planned ItsOn, Inc., platform?

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A. Yeah, it's really a marketing slide. It has concepts

that would fulfill Best Buy's needs. You know, essentially

when they had a need, we'd draw a block and say, okay,

we're going to make something to fill that need. For

example, a billing hub, device management hub, carrier hub.

These are all things that filled the marketing needs that

they had for their MVNO. There's no technology here. It's

just saying what we're going to try to build.

Q. And it's marked "ItsOn Proprietary and Confidential" at

the bottom. You see that, right?

A. It is, yeah. Uh-huh.

MR. KODISH: Mr. Compton, if you could please take

us on the screen to the slide ending in Bates No. 436.

Q. (By Mr. Kodish) All right. Well, let's take a look at

what you were telling Best Buy would be included in this

ItsOn platform.

We see that the slide presented -- it states the

ItsOn service platform components, right?

A. Yeah.

Q. The slide describes a, quote, core network, end quote,

component. Do you see that?

A. Uh-huh.

Q. And under that, we see reference to, quote, service

policies, end quote, right?

A. Uh-huh.

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Q. We also see reference to, quote, billing events, end

quote, under core network. Do you see that?

A. Yes.

Q. Let's take a look at some more of the ideas that you're

presenting to this -- Best Buy at this time.

MR. KODISH: Mr. Compton, if you could turn the

slide to the one ending in 437.

Q. (By Mr. Kodish) So, Dr. Raleigh, here on this slide,

you reference an, quote, On Service Developers Kit (OnSDK),

end quote. Do you see that?

A. Yes.

Q. And that's an ItsOn service SDK you had in mind; is

that right?

A. Yeah, it's basically something that goes on the device

to brand it for Best Buy.

Q. And SDK stands for software development kit; is that

correct?

A. Yes, yes.

Q. I'm sorry, it was faint. Did you say yes?

A. Yes, of course. Yes.

Q. Okay. Thank you.

We also see under that SDK entry discussion of

something called, quote, connection manager, end quote. Do

you see that?

A. Yes, that was a conventional term at the time, and it

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meant something quite specific.

Q. And a, quote, bandwidth management solution, end quote.

You see that's written as well?

A. Yes.

Q. And the slide also mentions the service policy solution

again, right? Do you see that?

A. Yes.

Q. So we've looked at a few ideas here in this

presentation that you sent to Best Buy just days after

leaving Qualcomm. We saw service policies, bandwidth

management solutions, billing events, and a connection

manager. Those were all in there, right?

A. Yeah, these are all counterparts that connect to the

network equipment, which is the core of the technology they

wanted us to develop. And these would, you know, basically

communicate with the network equipment to try to get the

device onto the network --

Q. Dr. Raleigh, that was a yes or no question. We're

trying to move along here.

A. Okay. Sorry. What was the question?

Q. That's a fair response. Let's try and -- I think you

answered the question, yes, but if you need --

A. I'm sorry, what was the question? I want to make sure

I understood before I answered.

Q. We saw service policies, bandwidth management

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solutions, billing events, and a connection manager

described in this -- this exhibit we just went through,

correct?

A. These are conventional components that were in the

market at the time, and, yes, that's what it says.

MR. KODISH: Move to admit the document at Tab 11,

Your Honor.

MR. KRIS DAVIS: No objection.

THE COURT: All right. It's admitted.

Q. (By Mr. Kodish) So let's see -- let's see how those

ideas related to the provisional patent application you

filed just months later.

MR. KODISH: Mr. Compton, if you could bring up

the document at Tab 24 of the binder, which is also, for

the Court's reference, Docket 236-26. And we'll go ahead

and turn to Page 1.

Q. (By Mr. Kodish) Dr. Raleigh, this is the provisional

patent application you filed on January 28, 2009, right?

A. It looks like it.

Q. And, again, we're looking for how this provisional

application relates to the ideas you were presenting to

Best Buy, things like service policies, bandwidth

management, billing events, and a connection manager.

And so with that in mind, you see that the title

of the provisional patent is: Service Policy Communication

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System and Method.

Right?

A. I do.

Q. The provisional patent is all about service policies,

right?

A. I'm sorry, the things that we pitched to Best Buy were

conventional things of the day. And just because there's a

correlation in terms means nothing in terms of inventive

concepts.

Q. All right. I searched this provisional patent

application and the phrase "service policy" or "services

policy," and those words come up over 300 times. Does that

surprise you?

A. Not at all. There's probably, you know, hundreds of

thousands of patents written on some form of service

policy, so you're simply correlating standard terms of art

and trying to draw conclusions that are incorrect.

Q. Let's see what other ideas are embodied in the

provisional application.

MR. KODISH: Let's go ahead, Mr. Compton, if we

could turn to Figure 18.

Q. (By Mr. Kodish) And we see right there in Figure 18,

the provisional application. We've got the ItsOn, quote,

connection manager again, right, that's labeled Item No.

1804?

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A. Again, connection manager is a very standard term of

art that had existed for decades prior to this.

Q. Uh-huh. And we see a server for, quote, billing

events, end quote, labeled at 1662; is that right?

A. Yes.

Q. Two or more ideas that you were pushing on Best Buy

just days after you left Qualcomm are these concepts of a

connection manager and billing events, right?

A. You know, you're just doing word matching between a

marketing document and a patent. And, you know, what

matters is the embodiments and the actual inventions that

are unique in light of the prior art and when those were

conceived.

So these are just words that have descriptions,

and it really all comes down to, you know, what the

inventive content is.

Q. So we'll talk -- we've talked about a few concepts that

are in both your predeparture from Qualcomm presentation

and thereafter and in this provisional application. We

haven't talked yet about bandwidth management.

MR. KODISH: Mr. Compton --

A. Would you like to know what that was in the Best Buy

context?

Q. (By Mr. Kodish) So if you'll indulge me, today is my

day to ask questions.

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101

A. Sure.

Q. My mom is very excited that I'm doing so. So I'll go

ahead and just keep asking them if that's all right.

A. All right.

Q. So...

MR. KODISH: Please turn us to the screen on

Paragraph 73, Mr. Compton, of the provisional.

Q. (By Mr. Kodish) Here the provisional recognizes that

in, quote, wireless access network, bandwidth capacity is a

valuable resource in the face of the increasing popularity

of devices, applications, and content types that consume

more bandwidth.

Do you see that language?

A. Yes.

MR. KODISH: And then, Mr. Compton, if we turn to

Paragraph 179 of the provisional application, Tab 28, Page

18.

Q. (By Mr. Kodish) Let's see what it has to say there.

There's the language saying, quote, low bandwidth network

browsing or using limited bandwidth, end quote. You see

those concepts being discussed in your provisional?

A. Yes, but those weren't in the Best Buy documents. I

mean, what we did in this patent was not in the Best Buy

documents.

Q. Dr. Raleigh, if you focus on my question, we'll have a

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102

chance of getting through this today. So thank you for

your answer, but listen carefully to what I have to say --

A. Okay.

Q. -- what I'm asking.

So these concepts that were described in your

provisional that we just looked at on the screen, these are

ways to manage a device's bandwidth, correct?

A. There's many ways, and these are some, and there's a

lot more disclosed in the first provisional.

Q. What the evidence shows us, Dr. Raleigh, is that your

January 28th, 2009, provisional patent application is

referencing many of the same ideas you were presenting to

Best Buy just days after leaving Qualcomm; isn't that

right?

A. I think that's false. The inventive concepts changed

after this. And if you'd allow me to explain, I can. But

if you want to keep, you know, wandering down this path, we

can do that, too.

Q. Well, we'll get to some good portions that I think will

be great opportunities --

A. Okay.

Q. -- for you to give an explanation.

But you had started these conversations with Best

Buy about this project while you were at Qualcomm, right?

A. Yeah, I testified to that earlier. They were

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103

recruiting me to try to be the system integrator for --

possibly be the system integrator for these network things

that they needed for their MVNO.

Q. And you agree it would have been, quote, entirely

inappropriate and problematic, end quote, for you to meet

Best Buy and represent yourself or ItsOn while you worked

for Qualcomm?

A. I completely disagree with that. It's like a job

interview. I totally disagree with what you --

Q. You disagree with the statement that it would have been

entirely inappropriate and problematic for you to meet Best

Buy and represent yourself or ItsOn while you worked for

Qualcomm, you disagree with that statement?

A. I do, totally. Yeah, like people look for the next

thing they're going to do all the time before they leave a

company. I even told Paul I was going to go work with Best

Buy. I mean, I wasn't hiding this from anybody. This is

normal course of business.

Q. All right.

MR. KODISH: Let's go ahead and, Mr. Compton, can

we play the portion of Dr. Raleigh's June 14th, 2024

deposition transcript at 263, Line 20, through 264, Line

24?

(Videoclip played.)

Q. And I know you started developing this relationship

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104

with Best Buy while you were at Qualcomm.

When did you start talking to Best Buy about this

MVNO idea?

A. Yeah, I wouldn't say it that way. That's not at all

how I would say it. I met the Best Buy people in the

context of the other things. They asked me, you know --

you know, hey, you're an inventor, and you're an

entrepreneur. Are you going to stay at Qualcomm?

I said: I wasn't sure.

They said: Hey, why don't you come work with us?

I said: Yeah, I don't know.

And then over probably a four-month period, I

talked -- as I mentioned to you, I talked to Paul about all

kinds of things, and it just really wasn't going anywhere.

And they were bugging me to come sit in on this meeting

with them, and they said this is your chance to come get in

on the ground floor and figure out what this thing is and

how you can help us. So it kind of drove my timeline to

depart because as I said, I didn't want to -- it would have

been extremely inappropriate for me.

Then I -- then I would be doing things that were

inappropriate. If I was at Qualcomm and I'm representing

myself at this meeting or representing this shell called

ItsOn or Headwater, that would have been entirely

inappropriate and problematic.

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105

(Videoclip ends.)

A. That's entirely consistent with what I said.

Q. (By Mr. Kodish) Let me get my question in, and then

you can respond.

My question is, that's your testimony, right,

Dr. Raleigh?

A. Absolutely, yeah.

Q. And you stand by it?

A. 100 percent.

Q. All right. And so Best Buy was bugging you, drove your

timeline to leave Qualcomm, as you described?

A. Yes. And just to be clear, what I said would be

problematic is if I showed up while I still worked at

Qualcomm and began working with Best Buy on their project

and beginning to innovate, then that would be entirely

inappropriate.

Q. Right.

A. But talking about an opportunity, listening to the

requirements, listening to what they wanted my company to

do, considering business probabilities, not inappropriate.

It's just like looking for your next job.

Q. Please focus on my question.

A. Sure.

Q. We'll have a chance of getting through this.

So my next question is -- in fact, we can go back

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106

to the ItsOn slide presentation that we looked at earlier.

MR. KODISH: At Tab 8, if we could, Mr. Compton,

and let's go ahead and go to Page 5.

Q. (By Mr. Kodish) And what we see here is that you

generated -- this presentation that was generated well

before you left Qualcomm, it's mentioning in this diagram,

this concept of the connection manager, as well. Do you

see that?

A. Yeah. And this had nothing to do with me, ItsOn. This

is their own -- again, they had their own thinking about

all this stuff.

Q. Uh-huh.

A. This is their thinking.

Q. Yeah. All right.

A. And, in fact, that's a really good example. There's a

connection manager, what do you know? That's not mine.

That's a standard term of art that you're --

Q. Yeah, a connection manager --

A. Is a standard term of art --

Q. -- managed service partner connecting up with entities

like Sprint. Sound familiar?

A. What did I just say? This is their document. I don't

think -- look, I need to be careful. I don't recall all

these events. I doubt I had anything to do with this

document. They had their own ideas.

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107

Q. Oh, so your testimony is that you didn't have anything

to do with this document, and those first couple of pages

that are all about ItsOn, are those just something they

came up with themselves?

A. This is nothing about ItsOn. This is a Best Buy

document, I believe.

Q. Oh. Well, let's refresh. If we can go back to Pages 2

and 3.

You'll have a chance to answer my question,

Dr. Raleigh.

Pages 2 and 3, it's all about ItsOn, right?

A. This one talks about ItsOn, yeah.

Q. Okay. And this is -- what we were looking at before

was just Page 5 of the same document?

A. But that's a Best Buy document. It's their own

document.

Q. Okay.

A. I think they had that for quite some time.

Q. All right.

A. And let me remind you that they were inviting equipment

vendors to come in and pitch -- they had a mature idea --

Q. Dr. Raleigh, we're way off the grid here. I'd like to

ask you my next question.

A. Okay.

THE COURT: All right. You can ask your question,

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108

Mr. Kodish. And then I want you to let him answer. And

when he's finished answering, you can ask your next

question.

MR. KODISH: All right.

THE WITNESS: Can I finish --

THE COURT: Dr. Raleigh --

THE WITNESS: Sorry.

THE COURT: -- we're going to start again.

Ask a question, and then you answer. And we'll

give you a chance to finish your answer.

THE WITNESS: Understood. Thank you.

MR. KODISH: Mr. Compton, can we bring up the

document at Tab 45 of the binder?

Q. (By Mr. Kodish) Dr. Raleigh, this is an email between

you and Best Buy sent September 25th, 2008, correct?

A. Looks like it, yes.

Q. And the title is: Contact and Actions So Far.

Right? That's what the subject is?

A. That's what it says.

Q. Let's take a look at the first few items on this list.

The first item concerns ItsOn providing an outline for

getting a source code license in place so that ItsOn can

provide the flexibility that Best Buy needs, right?

A. Yeah, that would be network source code.

Q. And if we continue on, we see here that -- that you

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already had in mind some source code that ItsOn would need

to license to work with Best Buy --

A. Network source code, if we're going to try to do a

connection manager, we would do --

THE COURT: Dr. Raleigh, do let him finish a

question, and then I'll make sure you get a chance to fully

answer, but you're interjecting while he's still putting

his question in.

THE WITNESS: I'm sorry. Yes, okay. I'm here to

answer. I apologize.

Q. (By Mr. Kodish) So this is a yes or no question. And

it's that you already had in mind some source code that

ItsOn would need to license to work with Best Buy, correct?

A. Network and device source code, yes.

Q. And the due date for that action item was September

3rd, 2008, as you see reflected on this document, correct?

A. Yeah, that's obviously a typo.

Q. Ah, okay. Well -- and this step was already done

before you left Qualcomm, correct?

A. No, I'm sorry, it's a typo. It's probably 10/3.

Q. Okay. And so if we look down, there are multiple other

action items that have been done so far, each with a

September 3rd and a September 1st date. Do you see that?

A. Yeah, but the email is dated September 25th. So it

doesn't make any sense.

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Q. Yeah, but the subject is: Contacts and Actions So Far.

So it is talking about things that have happened in the

past, you agree with that?

A. No, we hadn't -- no, we hadn't gotten any source code

or anything else by that time.

Q. Okay. So you think the way to read this is a document

that says actions so far, that refers to items in the same

month that are only in the month, that that just couldn't

be the right way to understand this document?

A. You know, I'm just looking at the document, and knowing

the timeline, there -- no, it's not possible.

Q. What month --

A. So the document is dated September 25th, 2008, and the

due dates on things that had not happened yet were in the

past, so that doesn't make any sense.

Q. Uh-huh. All right.

Let's move on to another document.

A. These are people I didn't even meet until, you know,

that meetings at Best Buy.

Q. Thank you, Dr. Raleigh.

MR. KODISH: Mr. Compton, if we could pull up the

document at Tab 12 of the binder, which is Exhibit 10 from

Dr. Raleigh's June 2024 deposition.

Q. (By Mr. Kodish) It's dated -- this is another ItsOn

slide deck. It's dated October 23rd, 2008, about a month

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after you left Qualcomm, right?

A. Yes.

Q. And you authored this presentation?

A. Yes.

Q. At this point in October 2008, you had a pretty good

idea that you were having ItsOn go into the device-assisted

service direction, correct?

A. At this point, I had a pretty clear idea to going that

direction, yes.

Q. And in October 2008 time frame, you've testified you

were researching, writing, and looking at prior art,

correct?

A. Among other things. I was certainly thinking through

how I might go about implementing things along the lines of

what I had come up with in the ah-ha moment.

Q. But -- ah, the ah-ha moment, I'm so glad you mentioned

that.

Do you have any of your invention notes from any

of that work that you were describing that led up to the

ah-ha moment or showed the ah-ha moment?

A. I don't have anything that's not privileged.

Q. Interesting. So you have it, but you're withholding it

and not allowing Samsung to see it in this case?

A. I need to be very careful here, -- so it's my practice

to have privileged communication as I develop patents.

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So -- and for whatever reason, that -- yeah, anyway, I just

need to stop right there. So I have to be careful with

privilege.

Q. So your testimony is that you didn't disclose your

specific idea to Best Buy because you wanted to protect the

technology, right?

A. I disclosed it to them in phases. I slowly disclosed

it, and then after I had mature embodiments that were

documented with the attorneys, I began telling them more.

But I think I started telling them, hey, I have a new idea

fairly soon thereafter.

Q. Right. And those phases began well before you left

Qualcomm, right?

A. That's just nonsense, I'm sorry.

MR. KODISH: If we turn to Slide 4 of Tab 12 of

the document.

Q. (By Mr. Kodish) It shows a plan for an ItsOn, quote,

device-implemented network. This is the Bates ending at

557.

A. Yes.

Q. Okay.

MR. KODISH: And just for the record, pardon me,

Your Honor, I don't believe I did move to admit the prior

exhibit, which was the email string dated -- Contact and

Actions So Far. I would ask that we are able to do that.

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THE COURT: As what? What's the exhibit number on

that?

MR. KODISH: The exhibit number -- it was Tab --

Tab 45 in the binder. Thank you, Your Honor.

MR. KRIS DAVIS: No objection, Your Honor.

THE COURT: All right. 45 is admitted.

Q. (By Mr. Kodish) All right. So we were talking about

Slide 4 of the Tab 12 document, and it shows a plan for an

ItsOn, quote, Device-Implemented Network. That's right,

yes?

A. Yeah, here I'm beginning to say, hey, I have a

different idea, and I'm showing some very general slides in

that direction.

Q. Dr. Raleigh, you certainly will be able to answer

questions that your counsel might ask, but most of these

are yes or no --

THE COURT: Mr. Kodish, I think that's a fair

answer to your question.

MR. KODISH: Okay. Thank you, Your Honor.

Q. (By Mr. Kodish) This says "ItsOn Proprietary and

Confidential" at the bottom, correct?

A. It certainly does.

Q. And you had an NDA with Best Buy at the time of these

slides, October 23rd, 2008, right?

A. I think so. That's one of the reasons I had to create

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a company, so that we could sign NDAs and so on.

MR. KODISH: And, Mr. Compton, if you could turn

to the last slide of this document at Bates ending in 566

of Tab 12.

Q. (By Mr. Kodish) And it says here, quote, patents in

process should file first in next week or so, end quote.

Do you see that?

A. Yeah. Well, that was optimistic, I guess.

Q. And that's all --

A. It took several months.

Q. -- that's all connected to ItsOn, right?

A. Yeah. I mean, we could have filed, you know, very

preliminary PowerPoint-type notions, but we just decided

that there just wasn't enough there to -- you know, to be

patentable. So we just decided to wait. The concepts were

too raw at that point.

Q. Yeah. And the patent application that was in process,

this is referring to the same application you filed three

months later in January of 2009, correct?

A. Yeah. As I mentioned, I started researching

embodiments, researching all sorts of things, prior art,

researching, you know, potential ways to implement. And so

all of that was in the context of communications with

counsel. You know, as I mentioned, I do have a practice of

communicating with counsel as I develop things, and that's

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all under privilege.

MR. KODISH: Let's move to admit, Your Honor, this

document at Tab 12.

MR. KRIS DAVIS: No objection, Your Honor.

THE COURT: All right. It is admitted.

Q. (By Mr. Kodish) So you've already talked about the

2021 video on your direct examination. Do you recall that

testimony generally?

A. Yes.

Q. Right. And that was you speaking. There's no question

about that, right?

A. Of course.

Q. Okay.

MR. KODISH: And if we could go ahead and -- well,

let's see here.

Q. (By Mr. Kodish) The statement that you made --

MR. KODISH: And let's go ahead and put it on the

screen. It's the text of the quote at Docket 236 at Page

3.

Q. (By Mr. Kodish) We have it up there. Do you see it?

A. I see the words, yes.

Q. Right. And it -- it goes from at Qualcomm, you know,

one of the most innovative companies in the world, I had

this idea. It talks about how you took it to the then CEO

of Qualcomm. It then talks about so you left Qualcomm to

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start Headwater, and we developed that operating system

technology, we distributed it to carriers, we pitched it to

OEMs, and now it's in every smartphone on the planet.

You see that quote?

A. I do.

Q. Your statement?

A. Again, passing remark, yeah.

Q. Uh-huh. And that statement was part of your argument

that established companies often reject disruptive

technologies, right?

A. Not exactly. The comment was things that I had wanted

to go research and explore, directions I wanted to go

weren't interesting to large companies. That was the

general concept of what I was saying.

Q. Well, it was specifically about how -- you know, these

companies, they feel it's not in their economic interest to

disrupt their own markets or it's to distract from the core

products that they are already making lots of money on,

that's your perspective, right?

A. That's part of it, yeah.

Q. What was the idea you had at Qualcomm that you took to

Headwater and is now in every smartphone on the planet?

A. Again, the tie-in is the market need. So this is a

passing comment that referred to very specific events. So

what started as a conversation with Paul about a market

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need that at the time was being attempted to be solved by

network equipment technology, mobile network operating

systems, that was a conversation I had with Paul in 2008.

And what I brought back to him in 2009 was

something very, very different, which was, hey, let's solve

the problem with device technology. So that's the --

that's the conversation I was referring to with this

passing comment.

Q. Yeah. So I'll ask the exact same question because I

think you answered a different question, and it was: What

was the idea you had at Qualcomm that you took to Headwater

and that is now in every smartphone on the planet?

A. You're trying to equate a passing comment with the

actual facts, and I'm describing the facts. And the

passing comment is exactly what it is, a passing comment.

And it's in the context of a panel session where

if I would have gone into all the detail we're going into

here, I would have been a horrible panel member.

Q. You --

A. I made an off-the-cuff passing comment that you're

trying to equate to the actual facts.

Q. Okay. You agree that what you said in the 2021 video

resembles what Headwater said in its complaint in this case

about the asserted patents, right?

A. I don't know about that.

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Q. Well, in the -- in the video, you said, quote, we

developed that operating system technology. We distributed

it to carriers, pitched it to OEMs, and now it's in every

smartphone on the planet.

That's what we're looking at on the screen, right?

A. Is there a question?

Q. Yeah, just making sure --

A. Sure, that's what you're looking at on the screen.

Q. Yes.

MR. KODISH: Mr. Compton, if you could bring up

the document at Tab 22. This is Docket 42, Paragraph 27.

It's Headwater's Second Amended Complaint.

Q. (By Mr. Kodish) And here, it reads -- and Headwater

said: By the end of 2015, millions of Sprint devices,

including Samsung devices, were running the ItsOn

application, which was included in Headwater's intellectual

property.

You see that?

A. I do.

Q. Okay. And so your testimony is that your remark, the

passing comment, that's not at all the ah-ha moment. You,

on the heels of describing how you came up with MIMO, that

then you started talking about a research project on this

panel. That's -- that's what we're being told by you?

A. I'm not even quite sure what you're -- I'm not sure

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that's how I would characterize it. I'm just simply

telling you what the facts are.

Q. Okay. So you were telling the former head of the

Patent and Trademark Office, who was in the upper right

box, Andrei Iancu, about a research idea you had in a

passing comment? That's your testimony?

A. The passing comment referred to a conversation that I

had with Paul Jacobs where I discussed a potential research

direction to meet certain market needs that I had

identified and that were pretty well known and there were

conventional approaches that involved mobile network

operating system technology, mobile network hardware

technology, and I wanted to research in that direction. So

the passing comment referred specifically to that

conversation.

Q. Is the mobile value added network operating concept

that you described to Paul at Qualcomm, as you explained,

is that in every cell phone in the country?

A. Well, not every cell phone is serviced by MVNOs.

Q. Okay. So -- but the idea that you brought to Paul, is

it in every cell phone?

A. No. I know you're trying to equate my passing comment

to the facts. I've explained that if I had explained all

the facts in the panel session, it would have been

extremely disruptive. It would have been boring to the --

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to the audience. It would not have been pertinent to the

point, and it would have been ludicrous for me to try to

explain all the details.

I made a passing comment in the process of making

a point. The passing comment is very, very loosely -- if

you try to pick apart the words, it's loosely correlated

with the facts that I've described.

Q. All right.

A. It's a passing comment. It's not -- it's not a fact in

and of itself.

Q. Let's talk about another correlation.

MR. KODISH: If we could go to the '354 patent

application at Tab 26 of the binder.

Q. (By Mr. Kodish) Would you -- would you be surprised to

learn that this MVNO concept that you talked about with

Paul appears in that application 95 times?

A. So what are we looking at now?

MR. KODISH: Yeah, if we pull up the '354 patent

application, the application you filed in January of 2009.

Q. (By Mr. Kodish) That it references this MVNO, this

mobile value network operator concept?

MR. KODISH: Oh, excuse me. That's Tab 24. Let

me correct that for the record. Apologies, Your Honor.

Q. (By Mr. Kodish) Tab 24, looking at that '354 patent

application, would it surprise you to learn that this

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notion of an MVNO that you say you talked about with Paul

at Qualcomm before you left, that it appears 95 times in

this patent application?

A. Not at all. It's just like connection manager, it's a

standard term of art.

Q. Okay.

MR. KODISH: And if we turn to the '976 patent

itself, which, Mr. Compton, that's Tab 13 of the binder.

Q. (By Mr. Kodish) Would it surprise you to learn that

that concept is talked about nine times in that issued

patent, as well, that's asserted in this case?

A. You're referencing standard terms of art that will

appear in many, many patents of many different kinds. And,

again, that's -- you can't patent an MVNO. That's well

known. What you can patent is technologies that go way

beyond a standard term of art like that.

You might use a standard term of art, and then say

I'm going to do something else with it in the patent, but

we often anchor all of our patents with standard terms of

art because they're understandable, but we must go beyond

standard terms of art to have a patented invention.

Q. Okay. And what you describe as these unremarkable

concepts, these are the ones that you were talking about,

as you explained, with Paul in this moment that was worthy

of announcing on the 2021 video presentation, though,

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right?

A. What I discussed with Paul was MVNO technology that

would go beyond standard practices, would go beyond state

of art potentially. I wasn't sure how. And it would start

trying to solve some of the market needs people had that

they wanted to add to MVNOs. So an MVNO couldn't be

possibly patented in those days. It had been thrown for 35

years or 40 years or so.

Q. I would also note --

MR. KODISH: Mr. Compton, if you could bring up

one last time the Tab 13 document, the '976 patent?

Q. (By Mr. Kodish) At Figure 1, it also mentions this

MVNO concept in that issued patent.

MR. KODISH: That's Tab -- there we are. We could

probably highlight it.

A. Is there a question?

Q. (By Mr. Kodish) Yeah, it's referencing this mobile

network -- MVNO concept in this Figure 1 of the '976

patent?

A. Okay. What's the question?

Q. Just whether you agree or disagree.

A. Yeah, this diagram is showing a tremendous number of

different components in a system diagram that was described

in detail. MVNO in and of itself, of course, isn't

patentable, but in the specification, I described things

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you would do to make MVNOs work better, and it had

primarily to do with the things that I was doing on the

device side and moving things from the network that were

conventionally done on the network onto the device.

MR. KODISH: Mr. Compton, if you could bring up

the document at Tab 23 in the binder, bearing the

production number ending -- well, it's SAM-HW01013886.

Q. (By Mr. Kodish) This is -- Mr. Raleigh, do you have

any reason to doubt this is the LinkedIn page for

Headwater?

A. Yes. Again, it may not have been updated for quite

some time, but perhaps it's the LinkedIn page.

Q. Yeah. So -- and this page reads, and I quote, HWR --

that's Headwater, right?

A. Yes, Headwater --

Q. -- invented, commercialized, and is now licensing the

technology used in modern smartphone operating systems to

control and organize network access for multiple apps

running simultaneously on mobile devices, end quote.

Do you see that?

A. I see it, yeah.

Q. All right.

MR. KODISH: Your Honor, we move to admit the

document at Tab 23 of the binder, this LinkedIn page.

MR. KRIS DAVIS: No objection, Your Honor.

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THE COURT: All right. 23 is admitted.

Q. (By Mr. Kodish) Dr. Raleigh, you're a very experienced

inventor, correct?

A. Yes.

Q. You have hundreds of patents, as you mentioned, right?

A. Yes.

Q. And you've already talked about your propensity to

document right away due to the first to invent system in

U.S. patent law, correct?

A. That's not exactly what I said, no.

Q. Oh, is it not your policy to document right away in

view of the first to invent system?

A. You're mixing a lot of things together. It is my

practice to patent as soon as I can. And it's my practice

to communicate with counsel so that they understand where I

am in the inventive process. It's frankly primarily for

protection of our intellectual property.

For example, if I'm going to go meet with Best Buy

and there might be some inventive material that hasn't been

patented yet, I want a document that shows that this is

where I was in the concept and reduction to practice in the

invention so that if anybody ever tries to claim anything

later, we can go back and show that we had it before they

did.

But that -- that's my practice. And I patent as

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quickly as I could -- as quickly as I can. In this case,

it took me roughly -- let me see, so October, November,

December, January, it took me four months to write my first

provisional and get this documented.

MR. KODISH: Mr. Compton, if you could play the

clip from the 6/14/24 Raleigh deposition transcript at

182:19 through 183:6.

(Videoclip played.)

A. So, you know, whether or not those -- and, you know, my

practice, I'm not going to say what I did here because

that's probably privileged -- I'm sure it's privileged.

My practice, when I come up with a new thing, is

to begin documenting as soon as I can with attorneys. And

it's usually pretty rudimentary, but I start documenting

the, you know, big picture bullets that probably no one

would understand. And then I start developing each bullet.

Each bullet ends up being classes of inventions, and I

start developing each bullet over a period of time.

(Videoclip ends.)

A. I think that -- I think that's exactly what I just

said.

MR. KRIS DAVIS: Your Honor, I just want to object

that we started this answer, I think, several paragraphs in

even. This is an incomplete answer --

MR. KODISH: Well, I think the witness just helped

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us all out and said he -- that's exactly what he said.

A. I said the same thing. I -- as I develop, I send

information to my attorneys.

Q. (By Mr. Kodish) Okay. And you were especially careful

to document inventions back in the 2008 time frame because

the law was first to invent back then?

A. It's really the same for all my patents.

Q. Okay. So that's a yes, though?

A. I have a practice that I've explained.

Q. Is that a yes, sir? It's not a --

A. You keep talking about first to invent, and I'm not

sure that was top of mind.

Q. Okay.

MR. KODISH: Mr. Compton, if you could play the

portion of Dr. Raleigh's deposition, 6/14/24, beginning at

Page 187.

THE COURT: Mr. Kodish, what is the point of this?

What I really wish you would get to is the documents -- I

think that what I really need to hear is what happened

between your exhibit from Tab 8 -- what happened between 8

and 12? 8 is the one that is done right afterwards. Is

there a material difference between 8 and 12? 12 is the

one that apparently was after what the witness is

describing as an ah-ha moment.

If the -- if there's a change that's reflected in

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between those two documents, between the invention being at

the network level versus being at the device level, that's

what I need to hear, not whether there's a difference

between his deposition and what he's saying now.

THE WITNESS: If I may, Your Honor --

MR. KODISH: If I may answer the question.

The context here is a contract that nobody

disputes has been signed that creates a burden for

Dr. Raleigh to have demonstrated and prove that he

conceived of this invention that was filed within one year

of his departing of Qualcomm.

And so he explains that he, under his first to

invent adherence, would take notes to make sure that he

could corroborate it to backdate, to show exactly when he

came up with the idea.

And yet we're in a case trying -- where

Dr. Raleigh suggests that it was Qualcomm that has the

burden or Samsung that has the burden to demonstrate that

these notes exist, that they corroborate anything in the

context where Dr. Raleigh is working under the name of

ItsOn, the company that he has taken the position in this

case over and over again is the company that has products

that practice the asserted patents and that he was working

with that company back well before he left Qualcomm in his

own personal stead with an eye toward the venture that had

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nothing to do with Qualcomm, and so that is -- and then is

telling us that his inventor notes are privileged.

He has made a very big decision about these

inventor notes to withhold them from the Court, the ones

that he needs to show that they developed the concept --

they conceived the inventions after he left Qualcomm.

Why is it Samsung's burden to demonstrate that

those notes that he's decided to hide from us and from the

Court --

THE COURT: You know, Mr. Kodish, this is a

combination of closing argument and an explanation of

points.

MR. KODISH: Right.

THE COURT: And what I'm frustrated about is we're

running out of time, and all I'm getting is a rehash of his

deposition, and not even for impeachment. But I'm not sure

what you're trying to prove.

The point -- the reason we're having this hearing

is to find out whether this patent was conceived before he

left, and there is evidence that we can look at that will

cast some light on it. And I wish you would use your time

on that.

MR. KODISH: Understood, Your Honor. I apologize.

I --

THE WITNESS: If I --

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THE COURT: Dr. Raleigh, let him ask a question.

MR. KODISH: I wafted into argument because I felt

like that's what you were asking for. I apologize if I

misconstrued that.

Let's move on and --

THE WITNESS: If I may add just one thing --

THE COURT: No, Dr. Raleigh, wait until you get a

question.

THE WITNESS: Okay.

THE COURT: Otherwise, your side will get a chance

to ask you questions, things that you have forgotten to

say. But I --

THE WITNESS: That's not what -- No. 12 --

THE COURT: Dr. Raleigh --

THE WITNESS: Okay. All right.

THE COURT: -- don't make me tell you again to

wait for a question.

THE WITNESS: Okay.

MR. KODISH: All right. So let's move on to Tab

25 of the binder, Mr. Compton.

Q. (By Mr. Kodish) These are Headwater's disclosures

under the Local Patent Rules 3-1 and 3-2. And these were

served by Headwater near the beginning of the case, in

February 2023, by your counsel.

If you look, you can see -- those are Headwater's.

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You don't dispute that, right?

A. So what are you asking?

Q. That this document is Headwater's, you know, local --

disclosure of asserted claims and infringement contentions

served in this case?

A. That's what it looks like, yes.

Q. All right.

MR. KODISH: And if we turn to the last page.

Q. (By Mr. Kodish) We can see that it says February 28,

2023.

And Headwater -- do you see that there?

A. Yes.

Q. Headwater's disclosures said the asserted patents were

conceived in January 2009. That's on Page 12 of this doc.

Do you see that?

A. That -- is that what this is? Oh, priority dates.

Q. Okay. Well, let's move on and clarify. In fact --

A. So these patents, that's what it says, January 2009.

Yeah.

My understanding, though, is that there's been

agreement that the priority date is May 10 -- or May 25,

2010.

Q. In fact, Headwater's disclosures said it was unaware of

any documents that supported conception before those dates,

correct?

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A. Before what dates?

Q. Before the dates we just showed, January 28, 2009.

We can go ahead and read this section, 3-2B, which

says: Headwater is presently unaware of any documents that

evidence the conception, reduction to practice, design, or

development of the claimed inventions, which were created

on or before the application dates of the patents-in-suit

or priority date identified pursuant to Patent Rule 3-1(e)?

And those -- that's that date we've got up here,

January 28th, 2009. Do you see this?

A. That's what that says. But you've already shown a

document that evidences conception. So the thing you're

looking for is actually evidenced by the series of

documents you showed me in my deposition. You can see the

progression of my thinking and what I presented to Best

Buy, including No. 12 that the Judge was asking about.

Q. So you're disagreeing with Headwater's infringement

contentions; is that right?

A. No, I'm not all that familiar with these documents that

you're showing me. I'm not a lawyer. I have never read

this part of it.

Q. Okay.

MR. KODISH: Mr. Compton, if you could please

bring up on the screen the document at Tab 26 of the

binder.

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Q. ( By Mr. Kodish) These are Headwater's responses to

Samsung's interrogatories in this case, correct? That's

Docket 236-28 at 1.

And if we go to Interrogatory No. 1, it asks for

all facts relating to conception of the asserted patent.

Do you see that there at Page 7?

A. Okay. I see the words, yeah.

Q. Yeah. And do you understand that Docket 236-28 was

Headwater's final response to this interrogatory that it

served near the end of discovery on March 15th, 2024?

MR. KODISH: And, Mr. Compton, if you can go to

March -- show the date to Dr. Raleigh.

Q. (By Mr. Kodish) You see that, Dr. Raleigh; is that

right?

A. Yes, I see the date.

MR. KODISH: And if we turn to Page 8 of this

document.

Q. (By Mr. Kodish) And under the first supplemental

response to Interrogatory No. 1, it says, quote, the

inventions of each of the asserted patents were conceived

of on or before January 28th, 2009, which is the filing

date of the United States patent provisional application,

the '354 application. You see that, right?

A. I see that. But we've already gone through previous

testimony that says that components of these patents were

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conceived as then, and we actually went through some

elements that had to be supported by the '022 application.

So I'm not sure where you're going, but the '022

application is required to support --

Q. Right. And on Page 9 of this document, Headwater goes

on to say that the, quote, conception and reduction to

practice certain portions of the claimed inventions

occurred as early as September 2008.

Do you see that?

A. Yeah, as -- well, as early as September 2008. I don't

know where that came from. I didn't -- I mean, I had the

ah-ha -- would have been roughly way back from Best Buy.

So maybe that's what they're referring to, I'm not sure.

But I'm not sure there was -- certainly there

wasn't reduction to practice at that point, but there was

an ah-ha moment, and there was a notion of a direction to

go in. So I'm not sure what they're referring to there.

Q. I see. They being Headwater, right?

A. Yeah, whoever wrote this.

Q. Okay. Most of September of 2008, you were actually

employed at Qualcomm. We've already covered that, correct?

A. Yeah, but I've also testified that the ah-ha moment

occurred on the way back from Best Buy, so this must be

what they're referring to.

Q. You also understand that the parties have agreed

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interrogatory answers are treated as under oath, right?

A. I guess I understand that, yeah. Again, I'm not a

lawyer. I mean, I'm not sure how all this works.

Q. Okay.

MR. KODISH: Mr. Compton, if we continue with this

document.

Q. (By Mr. Kodish) It also says on Page 9, quote, various

features of the inventions of the asserted patent were

conceived of and reduced to practice by the named inventors

between fall 2008 and no later than the filing of the '354

patent application.

Do you see that?

A. Can we -- let's see, let's read the whole thing.

I mean, the other inventors weren't at Headwater

at that time, so I'm not sure what you're getting at.

Q. Let's make sure it's highlighted on the screen so you

can see it.

Various features of the inventions, do you see

that, Mr. Compton (sic)?

A. Okay. Various features, yeah.

Q. Yeah. Various features of the inventions of the --

A. Yeah.

Q. -- asserted patents were conceived of and reduced to

practice by the named inventors between fall 2008 and no

later than the filing of the '354 application.

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You see that, right?

A. Yes.

Q. Okay.

A. And I testified to that earlier. So there were certain

features that were in the '354 but not sufficient to

support the claim. So the '022 provision was required to

support the claim.

Q. I see. And you agreed with this statement in your

deposition that we've got highlighted on the screen, right?

A. I don't know. Did you ask me about this in my

deposition?

Q. Do you have any reason to think that you disagreed?

A. I testified to this earlier, and I just testified to it

again.

Q. Okay.

A. So there were certain features supported in the '354.

There were other features where '022 is required, and

that's why the priority date is May 25.

Q. And as Headwater's 30(b)(6) witness on conception, you

could not tell us anything more about conception dates than

what's reflected here, could you?

A. As I mentioned, you actually have evidence of the

progression of my thinking and conception and reduction to

practice in the documents I shared with Best Buy, as I

testified in my -- my deposition. And you were showing it

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to me as if it was a problem, and I showed it to you as if

this shows you the progression of my thinking.

Q. And you could not identify any documents showing the

conception date other than Headwater's interrogatory

response, correct?

A. I just told you that you can infer conception from what

I presented to Best Buy.

THE COURT: Doctor, the question is about

documents.

THE WITNESS: About documents, and the

documents --

THE COURT: Are there any other documents than the

ones that we have seen that support the date of conception?

A. So there's -- when we're developing patents, we

communicate with the patent attorneys, right? And that's

an iterative process, and the patents develop over time.

So those are -- those things I understand are

under privilege, and obviously there's communication -- the

patent doesn't just show up on, you know, January 28th,

2009. There was a series of iterations with the patent

attorney prior to that.

Q. (By Mr. Kodish) All right. Dr. Raleigh, ItsOn's

technical documents --

THE WITNESS: I'm sorry. Did I answer the

question?

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THE COURT: It's problematic. But it answers the

question. I'm not sure what to do with it. This is the

first time I've heard that the Plaintiff is taking the

position that their evidence of conception is shielded by

privilege.

MR. KODISH: I've not heard of it either, Your

Honor.

THE WITNESS: So what I'm saying specifically is

that there was iterations of the patent document, and, you

know, those -- the patent didn't just appear on one day,

and there's a series of communications with the patent

attorneys.

THE COURT: Well, if you choose to withhold

evidence of conception, you'll just have to deal with the

consequences of that.

MR. KODISH: We've come at it every which way

asking for the docs. Privilege is what we got. You saw us

here, Your Honor, having many disputes about the privilege

log. They've stared at it many, many times.

THE COURT: Well, at this point, I'm just trying

to develop the record.

MR. KODISH: Sure.

THE COURT: So --

THE WITNESS: So I can say with certainty there's

no evidence of conception, you know, prior to -- certainly

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138

prior to my leaving Qualcomm and maybe sometime in October,

rudimentary ideas might have been written down.

THE COURT: I understand that. And you have

testified to that.

But what I'm also hearing from you is that you

have other evidence that you're withholding based on

privilege.

THE WITNESS: Yeah, again, it's simply the

communication with the patent attorneys in the process of

filing the patents. That's what we have.

THE COURT: Okay.

MR. KODISH: That's what we've heard as well.

Q. (By Mr. Kodish) All right. You're the principal

inventor of the asserted patents, right, Dr. Raleigh?

A. I'm the co-inventor of the asserted patents.

Q. All right. James Lavine and Ali Raissinia are listed

as co-inventors with you on the patents asserted in this

Headwater case, correct?

A. Yes. You know, we're all co-inventors. We're all

equal inventors.

Q. Yeah, okay. And you worked with Mr. Raissinia, you

mentioned, at your previous company, Airgo, prior to 2006,

right?

A. Yes.

Q. And you also had experience with him at Qualcomm,

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139

although not direct working experience day-to-day is what

you testified to, I guess?

A. Yeah, I worked -- I didn't really work with Ali at all.

We saw each other in status meetings.

Q. All right. So we wanted to ask who contributed what to

the asserted patents, and we did so at your deposition.

And you explained that it is not possible for you to tell

us what aspect of the inventions of the asserted patents

Mr. Lavine, Mr. Raissinia, or you came up with. That's

correct?

A. Yes, it's our practice that we collaborate, and we --

I've never seen an organization that tries to keep a

record of -- a tally of contributions from the different

inventors --

Q. And none of the conception documents Headwater has

identified in this case show what Mr. Lavine or

Dr. Raissinia contributed or when, correct?

A. You know, no. Again, we collaborate. So what is in

the patent material, whatever we file, whatever we create,

that's created by all three of us.

Q. All right.

A. It's a collaboration. We brainstorm. We work

together.

Q. All right. And Headwater, in the documents we just had

up on the screen, the rog responses, for example, asserted

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140

a conception date on or before January 2009 in this case,

even though it knew Dr. Raissinia joined after that,

correct?

A. Well, again, that's not the conception date for the

claims in this patent. The '022 application is required.

I don't know why the documents would say that, and I think

if you read further into the paragraph, that same

paragraph, it explains that portions of the patent were

conceived for that '354 application, meaning not all.

Q. Let's try to pick --

A. So I think that --

Q. Oh, sorry --

A. I'm sorry. The clarifying sentence in that same

paragraph explains, and that's what I testified to earlier.

Q. All right. Let's try and pick up the pace with kind of

a last major section of --

MR. KODISH: Mr. Compton, if you could put the

document Tab 29 on the screen. This is Docket 236-25.

Q. (By Mr. Kodish) And I believe you saw these before and

agreed these are internal slides from ItsOn dated March

2010, right?

A. Yes.

Q. And on the second slide it mentions a session including

Greg concerning, quote, QC relationship, approaching and

positioning of QC behavior.

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141

Right?

A. Yes.

Q. All right. And Greg is you, correct?

A. Yes.

Q. QC is Qualcomm, right?

A. Yes.

Q. Slide 9, we see a discussion of the Qualcomm issue,

right?

A. Yes.

Q. And we've got here the mention of the former employment

insinuation from Qualcomm was maybe you did something while

at Qualcomm related to the work you were doing at the time

at Headwater, right?

A. No, it was just maybe I did something while I was at

Qualcomm that -- and maybe something in the Headwater

portfolio could have been conceived while I was at

Qualcomm. I think that was the insinuation.

Q. Well, I can't tell if you agreed with me. So I'll ask

the question one more time.

A. Sure.

Q. The former employment insinuation from Qualcomm was

maybe you did something while at Qualcomm related to the

work you were doing at the time at Headwater, right?

A. Generally, I suppose that's a way to characterize it.

Q. But at your deposition, you would not be more specific

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142

about what Qualcomm insinuated you did wrong, correct?

A. That's because there was nothing more specific. They

didn't say I did something wrong. They insinuated maybe,

you know, I conceived something while I was at Qualcomm

that ended up in something in the Headwater patents.

Q. Right.

A. So it was never made clear. I can't be more specific

because it was never made clear. That's -- that was the

insinuation.

Q. And at your deposition, you described Qualcomm's

insinuation -- insinuation as -- I'm making an

abbreviation, BS, for what you said, though, correct?

A. I did say that, yes.

Q. Now that you said -- you termed it that way, Headwater

has not produced any communications from Headwater to

Qualcomm providing evidence that you conceived the ideas

for the asserted patents after leaving Qualcomm, correct?

A. Again, I explained to Qualcomm the timeline, and the

patents themselves show conception, you know, on or before

January 28th. So I'm not sure why you would say that.

Q. Now, when we asked what people made the insinuation,

you could not tell us at your deposition. Do you recall

that?

A. Yeah, absolutely. They never said who inside of

Qualcomm brought that to the attorneys.

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143

Q. And when we asked you when this insinuation occurred in

your June 24 depo, you said that Headwater had produced

that email to Samsung, right?

A. I'm sorry, which email?

Q. Yeah. When we asked you at your deposition when this

insinuation occurred at your June 2024 depo, you said that

Headwater had produced that email?

A. There was one email that I thought had been produced

that hadn't been produced, but there were others that were

produced.

Q. Okay. All right. So there were a number of emails

that were not produced which ultimately got to us on July

2nd, July 8th, and July 15th of 2024. You don't dispute

that, correct?

A. Yeah, my understanding is they're cumulative to what

had already been produced, and they were due to different

search terms or something like that. Oh, I remember, there

was -- there was a privilege issue. Portions of the

strings were privileged and had got marked as privilege.

Q. All right. And so you answered maybe a second or third

question. I just want to make sure I have it clear.

You understood that there were multiple documents

produced -- in regards to this insinuation, that were

produced to Samsung for the first time in July 2nd through

July 15th, correct, of 2024?

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144

A. I think that's probably correct. I don't sit on top of

the details, but I believe we went through those documents

in my direct.

Q. All right.

A. I think those were the documents.

Q. Let's take a look at them briskly -- at these newly

produced emails that no one had a chance to ask you

questions at your deposition about.

MR. KODISH: Mr. Compton, if you could put up Tab

31 in the binder having Bates number Headwater 104069.

Q. (By Mr. Kodish) This is the May 7, 2009 email to you

from David Wise of Qualcomm, correct?

A. Yes, we looked at this earlier.

Q. And who is David Wise?

A. He was my business strategy contact at Qualcomm that

Paul Jacobs assigned to get a deal done with us.

Q. Okay. And you know that David Wise left Qualcomm in

June of 2021?

A. I heard he was gone from Qualcomm.

Q. Yeah. And returning to the email, Bates 104069,

Mr. Wise says: QC's legal team continues to have concern

over the IP ownership issue, as we previously discussed,

end quote.

Do you see that?

A. I do.

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145

Q. All right. And what IP ownership issue had you

previously discussed?

A. The insinuation that we've been discussing.

Q. And he says: Qualcomm would nonetheless like to

resolve the issue and invest.

Right?

A. Correct.

Q. And he suggests Qualcomm would want, quote, an

additional 5 percent ownership interest in ItsOn, end

quote, to resolve the IP concern's dispute, right?

A. Yes.

Q. And he says the next step is he would like get access

to the patent application.

Do you see that?

A. Yes.

Q. And that's because at this point in May 2009, the '354

Headwater patent application filed in January of 2009 was

not yet public, right?

A. It was not yet public.

MR. KODISH: Move to admit this document at Tab

31, Your Honor.

THE COURT: All right. It's admitted.

MR. KODISH: Mr. Compton, please pull up on the

screen Tab 33 of the binder bearing Bates Headwater 104070.

Q. (By Mr. Kodish) Headwater also produced -- so this is

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146

a document Headwater produced on July 2nd, 2024. And we've

got it on the screen.

This is -- Dr. Raleigh, this is an email dated

August 3rd, 2009 to you from Mark Snyder at Qualcomm,

right?

A. Yes.

Q. And mimoguy@mac.com, that's your email address. So

this was sent to you, right?

A. Yes.

Q. Who is Mark Snyder?

A. He's an attorney inside of Qualcomm.

Q. Okay. And he worked for Qualcomm up until January 2022

before he left. Do you understand that to be the case?

A. If you say so.

Q. Okay. You don't have any reason to deny that?

A. Oh, he worked at Qualcomm at this time.

Q. Uh-huh. Well, let's quickly bring up his LinkedIn to

make sure we understand who Mark Snyder is as best we can.

THE COURT: I'll give you 10 more minutes with

this witness. So if there's something you'd rather ask him

than reading a bunch of documents into the record, you

might do that.

Q. (By Mr. Kodish) Well, at this --

MR. KODISH: Well, thank you, Your Honor. I

appreciate that -- the heads-up.

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147

Q. (By Mr. Kodish) At this point, Qualcomm and ItsOn had

failed to make a business deal, right?

A. We had declined to accept their offer.

Q. Uh-huh. And Mr. Snyder writes: Despite the failure of

the parties to consummate a mutually beneficial business

relationship, I need to make clear that Qualcomm continues

to reserve all its rights and does not waive any rights to

Qualcomm's intellectual property, including any Qualcomm

intellectual property incorporated in patent applications

filed by Greg, ItsOn, or Headwater Partners I, quote -- end

quote.

You see that, right?

A. Yeah. Again, this was clearing the air on all the

releases that had gone back and forth and saying we are not

signing any releases.

Q. So as of August 2009, Qualcomm was still concerned

about the Qualcomm intellectual property incorporated in

Headwater's patent applications, fair?

A. Again, I think this was clearing the air. I've

testified to what I think this is.

MR. KODISH: Move to admit the document at Tab 33,

Your Honor.

MR. KRIS DAVIS: No objection.

THE COURT: It's admitted.

MR. KODISH: Mr. Compton, let's return to the

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148

ItsOn meeting slides, Tab 29, which is Docket 236-25.

Q. (By Mr. Kodish) And, again, these are March 2010, more

than six months after the August 2009 Qualcomm email we

just looked at, right?

A. Yes.

Q. All right.

MR. KODISH: And if we can go to Slide 9 quickly,

Mr. Compton.

Q. (By Mr. Kodish) So now March 2010, this document says

you were still trying to get Qualcomm --

A. Actually, that's interesting. Can you just go back to

the cover page? We didn't talk about the date before.

Q. We're looking at the first page of Tab 29. It reflects

it's March 22nd, 2010.

A. Yeah. Okay.

Q. So we're just flipping to Slide 9 of this very same

document. And we're seeing here that -- at this point, you

were try still trying to get Qualcomm to, quote, drop the

former employment insinuation, end quote?

A. I'm not exactly sure what the timing is. There must

have been additional discussions that went on after that --

business discussions that went on after that Snyder. I'd

have to go back and try to look at the record and figure

out what was going on.

Q. All right. And your counsel went through a bunch of

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options you considered. I'm not going to go through those

again.

A. Yeah.

Q. We have that clear.

And then you here today gave us all sorts of

information about what the attorneys advised you in that

regard. But you've not produced any documents -- there are

many documents on your privilege log from the February

through April 2010 time frame.

You have any reason to dispute that?

A. No.

Q. No.

A. I'm not sure where you're going, but no.

Q. Uh-huh. And --

A. Again, these were just the -- this was the set of

options that the attorney said: This is the exhaustive set

of options.

Q. At your -- at your deposition, you told us that you

chose to do nothing of the options that were put on the

table by your lawyers, right?

A. Nothing more.

Q. Uh-huh.

A. We had already done plenty, we thought.

Q. Well, the option is do nothing?

A. Do nothing more. Obviously, we did all sorts of

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things, as you've read in the previous emails. You know,

we demanded that they show us what they had. We had

various business discussions and so on. So we felt there

was really nothing there. So we didn't need to do anything

more. I wouldn't say we did nothing. This was what more

do we need to do.

Q. You sent Qualcomm a draft release, though, didn't you?

A. Yes, we did. Yes.

MR. KODISH: Mr. Compton, if you can put that up

on the screen briskly. That's Tab 35 bearing Bates No.

104071 through 74.

Q. (By Mr. Kodish) And this is the document that you sent

them, including this release, correct?

A. Yes. They were willing to sign a release, and we wrote

one, and we sent it over.

Q. All right. And this release has language at both

Paragraph C talking about Qualcomm now agrees to release

releasees from certain claims that it may have had

concerning the ownership of the technology. You see that?

A. Uh-huh.

Q. And lots more language about consideration that was

going to be provided in the form of an equity purchase

agreement, and that is in the "now therefore," clause,

right? So they were being offered consideration in the

form of equity in the company to release this IP ownership

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claim, correct?

A. Yeah, this is a legal document. My understanding is

you have to have some form of consideration when someone

provides something back to you.

Q. Right. And the consideration you were talking about

was substantial. It was in the 20 percent of the company

arena, correct?

A. I think that's a mischaracterization. We offered them

the same terms every other investor invested on. So we

were saying, okay, we'll accept -- I want to be clear. We

said we will accept an investment from you only if you sign

a release that precludes this kind of continued nonsense.

MR. KODISH: Move to admit the document at Tab 35,

Your Honor.

MR. KRIS DAVIS: No objection.

THE COURT: All right. It is admitted.

Q. (By Mr. Kodish) And Headwater produced this after the

hearing on our motion to dismiss for lack of standing,

correct?

Well, strike that.

Qualcomm never signed this release, right?

A. No, Qualcomm did not.

Q. All right.

MR. KODISH: And if you can put on the screen,

Mr. Compton, next the document at Tab 38 of the binder.

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It's emails Headwater 105075 through 080.

Q. (By Mr. Kodish) And here, it says: Qualcomm is

considering a deal to acquire 20 percent stake in ItsOn,

right?

A. Well, I haven't seen this document for a very long

time, so if I could read it.

All right. This is a different document than the

one you just showed me.

Q. You see there under the first bullet point it talks

about the --

A. So your question is about this document, not the last

one?

Q. Yeah, this is --

A. Okay.

Q. This document is Tab 38 of the binder.

A. Yes.

Q. And there it is describing how Qualcomm is considering

a deal to acquire a 20 percent stake in ItsOn, right?

A. Yes.

Q. But it also talks about the seed investment being

contingent on the resolution of the IP ownership issue.

You see that on fourth bullet point?

A. Right. And what they ended up saying is we want five

extra percent from ItsOn, not from Headwater. And, you

know, we just don't think that that's evidence of someone

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who owns patents. That's evidence of someone who is trying

to get a little better deal.

Q. And if we look to the very last --

A. If you owned the patents, you would ask for a hundred

percent, or, you know, 50 percent. You wouldn't ask for

5 percent of the non-patent company to resolve the issue.

Q. Right.

A. That's just doesn't act -- that's not someone acting

like an owner.

Q. And if you turn to the page ending in Bates 4077,

Ms. Lombardi at Qualcomm, she says: Qualcomm needs to deal

with the IP ownership issue first.

Right?

A. Yes.

Q. Let's move --

A. And, again, we asked for 5 percent. That was what they

meant by that.

MR. KODISH: Let's move to admit this document at

Tab 38 into evidence.

Q. (By Mr. Kodish) You agree with me that would not be

fair to say that Qualcomm has never asserted that they --

THE COURT: Mr. Kodish --

MR. KODISH: Oh, yeah.

THE COURT: -- if you're asking for it to be

admitted, wait until it's admitted.

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MR. KODISH: Oh, I'm sorry, Your Honor. I --

yeah, it was -- I apologize.

THE COURT: I know. You've been talking over me

the whole time.

MR. KODISH: I apologize. I said it, and I didn't

mean to do that even once.

THE COURT: All right. P38 -- or, I'm sorry, the

document at Tab 38 is admitted.

Q. (By Mr. Kodish) Last, you talked about some verbal

offers from Qualcomm in the 2020s. Do you recall that

testimony on your direct exam?

A. From 2020s? I'm not sure. We'd have to -- you'd have

to refresh my memory.

Q. Yeah. Well, you talked about a verbal offer of 25

million --

A. Oh, in the -- yeah, roughly 25 million. It was 25

million, yes.

Q. Yeah. And you talked about a verbal offer of 75

million, right?

A. As I testified earlier, they hinted that they could go

up as high as 75 million if that might work. They

didn't -- that was not firm. The 25 was firm, and they

indicated they could go higher.

Q. All right. But the only documents that mention an

offer was for $9 million to acquire the entire Headwater

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155

patent portfolio, right?

A. Yes. As I mentioned, they have to get board approval

for their offers, and they wanted to float the offer before

they asked for board approval on the 25 million.

MR. KODISH: Sorry, Your Honor. We're on the very

last question. Just conferring with my colleague.

Q. (By Mr. Kodish) You were aware in 2009 and thereafter

of Headwater's standing problem created by Qualcomm's

assertion of patent ownership, right?

A. Not whatsoever. We were very confident in our title.

The title was clear. There was never a claim against our

title.

There was an insinuation that was erased in 2017

when they told us that, A, they didn't have anything to go

forward or chose not to go forward; B, they were --

consciously allowed the statute of limitations to expire;

and, C, therefore, they had no recourse to ever file a

claim. So what you just said is absolutely incorrect.

Q. Right. And you say that despite the fact that we read

that the mention of legal standing was in the internal

ItsOn document that we looked at today?

A. Okay. So let me understand. Your theory is Qualcomm

is going to make an offer -- so let me just -- so you're

saying they're going to make a duplicitous offer forcing

the negotiation and then trick us because they're going to

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156

say, well, you have a problem with us after they said that

the statute of limitations had expired and they had no

recourse? Is that really what you're saying?

Q. My question was: You were aware in 2009 and thereafter

of Headwater's standing problem created by Qualcomm's

assertion of patent ownership, right?

A. No.

Q. Okay. And if you --

A. In 2009, we assessed that --

THE COURT: All right.

THE WITNESS: All right.

THE COURT: You don't need to repeat it.

Thank you, Mr. Kodish.

MR. KODISH: Okay. No further questions, Your

Honor. Thanks very much.

THE COURT: All right. Before any redirect, I

have some questions.

And if you would turn to what's behind Tab D --

Tab 8 in Samsung's exhibit.

THE WITNESS: Yes, sir.

THE COURT: That is the Best Buy presentation.

THE WITNESS: Yes.

THE COURT: Tell me what in that presentation

indicates that what you were discussing with them at that

time was not what underlies the asserted patents. In other

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words, that this is the idea you had before your ah-ha

moment.

THE WITNESS: So I think this presentation, Your

Honor -- and I hope I get this right because it's not

dated. This is what Best Buy sent me as to what they

wanted me to do for them. So this is their proposal.

They're framing it for their investment people because they

wanted to convince their investment people to give me

funding to work with them and --

THE COURT: Does this reflect what you were

discussing with them at that time?

THE WITNESS: In general, yes. This is mostly

business material. There's some marketing slides -- again,

Best Buy-generated slides.

They had a mature concept for the MVNO that they

wanted to build, and I was stepping in at the stage where

they're actually bringing in vendors to pitch the

technology to satisfy that MVNO. So there's slides here, 5

and 6, which are their generated slides saying this is the

kind of network we want to build.

And what's the specific question?

THE COURT: Is there anything in this presentation

that you can point to that shows that this is not the

technology that you soon decided to put together for the

patents?

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THE WITNESS: Yeah, this is showing basically a

purely network-based solution. So at this stage, they were

thinking they were going to bring in network equipment, and

they were going to string it together somehow to create

these blocks that they have on Slides 5 and 6. And that's

really the only technical content, but it's purely

network-based.

THE COURT: All right.

THE WITNESS: So this is a network-based solution

that would have nothing to do whatsoever with the

patents-in-suit here.

THE COURT: And what would I look at to conclude

that these Slides 5 and 6 are a purely network-based

solution?

THE WITNESS: Well, they're showing a connection

to a bunch of different carriers through a managed service

partner. There's absolutely no device technology

implemented anywhere. There is a connection manager, which

would -- would go on the device. That's the only thing

that would go on the device.

So -- and a connection manager, again, was a

standard state of the art object. What a connection

manager did was essentially gain access to the wireless

network for authentication, admission, and control.

THE COURT: All right. Now, turn now to Tab 12,

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which is an ItsOn presentation dated October 23.

This one is after what you have described as your

ah-ha moment?

THE WITNESS: Yes, sir.

THE COURT: And tell me what in that presentation

shows that.

THE WITNESS: Right. May I take just a few

minutes to look through it? This would have been very

early, but there's probably some early indications here.

Yeah, so you look on -- I'm not sure what page it

is. It's 00014558, Your Honor.

THE COURT: Yes.

THE WITNESS: And right at the top, it says:

Transform every device into a flexible wireless WAN service

offering platform. So that's very clearly indicating, hey,

I have this idea to put technology now on a device to

replace those functions that were previously performed in

the network.

And, again, the next -- so the very next slide

mentions that again. It looks -- it might be a duplicate,

let's see. No, it's not quite a duplicate. Yeah, it's

talking about features that are -- that end up being

described in the first patent. So, for example, every

enterprise can set up its own secure private wireless

network, and that's referred to in the patent in a variety

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of embodiments.

It talks about scaling back bandwidth. The

earlier bandwidth manager, the concept there was you would

change wireless standard connection in a conventional way.

This is very different. It's talking about scaling back

bandwidth with something on the device. It's a software

package that goes on the device. So there's several

references.

Now, I wasn't too descriptive because I was not

very far along in my embodiment development. I knew

generally -- this shows I knew generally where I was going,

but I did not yet, you know, obviously have a patent that I

could file.

You know, it talks about the benefits.

THE COURT: And so --

THE WITNESS: An it also -- if -- Your Honor, if I

can, just to keep answering your question.

On the page that ends in 4562, they're -- one of

the really large challenges and one of the reasons nobody

ever really thought about this was how do you secure

network technology that you put on the device? And at the

top bullet here, it talks about carrier grade security for

device implementation of service plan control. And it has

a variety of, you know, descriptive elements there.

This was a major challenge that I had to overcome

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to take this new direction. So there's -- there's probably

more, and I can keep going if you would like. This clearly

talks about something different.

THE COURT: All right. What was the purpose of

this slide presentation?

THE WITNESS: So by this time, I had determined

that this was much bigger than a Best Buy MVNO, and this

was something that could really improve everything in the

wireless, you know, ecosystem.

And I was pitching this to Best Buy not just for

their MVNO but also for Best Buy venture capital investment

to invest in the company as one of our first investors so

that we could start developing this technology. So I was

pitching beyond -- you know, as soon as I started

developing this, I realized it was much bigger than just

Best Buy.

THE COURT: So you created this October 23

document for Best Buy?

THE WITNESS: Yeah, I was pitching to the same

people that had asked me to help them on the MVNO, but I

was also pitching to Kuk Yi who was their venture capital

investment manager.

THE COURT: Looking back at the Best Buy document

that was at Tab 8, on -- under the next steps page, which

is at the very end of that, it looks like that ran until

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September 25. Is that the date that --

THE WITNESS: I think this 24/25 was where the

vendors pitched, if I recall correctly.

THE COURT: And so your testimony is that it was

on your return from that on September 25 that you developed

what is reflected in the next document at Tab 12?

THE WITNESS: Yes, sir. So I need to verify that

that's actually the date that the vendor presentations

occurred. But, yeah, after that set of vendor

presentations, I was -- realized it wasn't going to work

well and began thinking in a new direction. And you can

see by some time in October, I had some rudimentary

descriptions of that. And then by the time I get to the

end of January, I have a fulsome description.

There's another presentation that Samsung's

attorneys showed me in my deposition. And what I tried to

say earlier is that in addition to 12, there's another Best

Buy presentation that shows a more fulsome maturity of the

ideas. And these presentations serve in effect to document

the timeline of the invention because you can see how far

along I am based on how much I'm disclosing.

THE COURT: And in addition to these

presentations, do you have notes that you kept yourself

about your ongoing developing ideas?

THE WITNESS: I don't do that. What I do is I

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work with the patent attorney, and I say: Okay, here's

some ideas that I have to develop and that have to go into

the patent. And those are, you know -- we communicate

those under privilege. It's just always been my practice.

But I communicate back and forth with the attorneys as the

embodiments develop.

THE COURT: So you're saying that the notes you

keep are just correspondence with your lawyers?

THE WITNESS: Yeah. What I'll do is I'll create

a -- often a Word document, maybe with some PowerPoint --

well, often -- almost always with some PowerPoint drawings

and so on. And if it's a brand new idea, that'll be the

first Word document I send. I'll say: Okay. Here are

some new ideas. I need to get these into the patent. And

if it's something that I've already done before, I'll say:

Okay. Here's an update to the Word document and the

drawing package that we did before.

Often the attorneys will say: Okay, I'm going to

improve your drawings. I'm going to make them a little

better. I'm going to start numbering the elements on the

drawings. And they'll start perhaps, you know, working on

my language in the embodiments and so on. So it's a back

and forth using primarily Word documents.

THE COURT: Are you saying that there are

communications to your lawyers about this technology that

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are before this October 23 slide presentation?

THE WITNESS: Before October 23, there would

likely be some rudimentary, you know, things: Hey, here's

a notion. Here's a couple of bullets that would start off

as very high-level bullets. I've had this idea. You know,

put things on the device. Maybe do things like this. And

so, you know --

THE COURT: All right.

THE WITNESS: Yeah.

THE COURT: Thank you, Doctor.

If you have, Mr. Davis, any redirect, you've got a

few minutes.

MR. KRIS DAVIS: Thank you, Your Honor.

REDIRECT EXAMINATION

BY MR. DAVIS:

Q. Picking up around where we left off, Dr. Raleigh, you

recall Judge Payne asking you about Tab 12 in Samsung's

binder?

A. Yes.

Q. I wanted to direct your attention to the page ending in

14557.

Can you read the title of this slide?

A. I'm sorry, 14 --

Q. Oh, yes, I'm sorry.

A. -- 557?

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Q. Yes. Can you read the title of this slide?

A. Yes. In fact, this is another slide.

So Device Implemented Network.

Q. And this presentation was created when again?

A. Well, it looks like I presented it on October 23rd, so

maybe a day or two before that.

Q. Okay. Now, I wanted to clarify that what you described

as the ah-ha moment --

A. Yes.

Q. -- in late September 2008, is that when all of the

patented inventions at issue in this case were conceived?

A. No. No, that's just when the notion of putting these

traditionally network-implemented technologies into a

device-implemented technology, which involves an entirely

different approach. And like I said, there's all sorts of

challenges.

One of the first challenges was security, but it's

moving it from the network to the device. And then after

that, as I just testified to the judge, there's a series

of, oh, wow, now I can do this. Okay. This is another

thing I can do on the device. And, oh, I have to solve

this problem, and I have to solve that problem. And

there's this creative process where you continually update

your material, your thinking, your inventions.

And then in the case of these patents, that went

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on -- it wasn't all in the first provisional. We came

across these ideas, concepts that we reduced to practice,

said, hey, we need to know if the user's interacting

because when a user is not benefiting from, say, for

example, listening to music, watching a video, typing

something on the screen, what have you, when the user is

not interacting, the device, power consumption, the network

resources, et cetera, are not valuable. You can then stop

the application from communicating, and it doesn't harm the

user experience at all. The user doesn't know the

difference.

And so that's something we came up with in the

'022. But it all stemmed from this first idea that, hey, I

can do this on a device instead of the network.

Q. And did any of these Best Buy presentations that we've

seen discuss this user interaction feature that you're

describing --

A. No, no.

Q. -- I think we saw from the patents?

A. No, not even -- no, not even the final presentation I

gave Best Buy, and not even in the '354 application.

Q. And what provisional application are those in, if any?

A. '022.

Q. And what was the date of that?

A. May 25, 2010.

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Q. Okay. Now, did any of the -- sort of the ah-ha moment

that you had that kicked things off or anything related to

the claimed inventions and this user interaction feature,

did any of that occur prior to you leaving Qualcomm?

A. No, none of this. Yeah, I did not have the idea of

moving these features, functions, you know, embodiments

onto the device.

Q. All right. I believe Mr. Kodish also talked to you

about Headwater's infringement assertions being directed to

operating system technology; is that right?

A. I'm sorry, what's the question?

Q. Mr. Kodish talked to you about Headwater's infringement

assertions being directed to operating system technology.

Do you recall that?

A. He said something to that effect, yes.

Q. Is there any claim of the asserted patents that cover

all operating system technology?

A. No, that's the point I was trying to get across. This

is such a broad -- you could never write a patent that

says, you know, manage applications in an operating system.

There's probably hundreds of thousands of patents that do

something like that.

Q. Are any of the claimed inventions at issue here a new

MVNO service?

A. No.

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Q. All right. And I wanted to clarify, as well, Samsung

has never asserted incorrect inventorship; is that right?

A. No.

Q. Okay. And the inventors on the asserted patents here,

is that just you, or did you have co-inventors?

A. The other two co-inventors, James Lavine and Ali

Raissinia, were -- you know, we worked hand-in-hand to make

the '022 and the eventual patents that flowed from '022.

Q. All right. Thank you, Dr. Raleigh.

THE COURT: Mr. Davis, do you have documents on

your privilege log that are of the sort that Dr. Raleigh

referred to as his correspondence with his attorneys about

his ongoing ideas?

MR. KRIS DAVIS: Yes, Your Honor, I believe we do.

THE COURT: And what is the date of the earliest

of those that you have logged?

MR. KRIS DAVIS: I believe the earliest date is

December 7th, 2008. That's what we were able to find just

now looking. I can say for certain there are no such

documents while Dr. Raleigh was at Qualcomm.

THE COURT: Well, what I've heard is that this

document, the October 23, 2008 presentation, was after he

had had that idea.

And what I'm interested in is whether that is

documented in some way. And I'm thinking about directing

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169

the Plaintiff to submit for in camera review the documents

that would reflect that.

MR. KRIS DAVIS: Understood, Your Honor.

You know, we -- I had a note, as well, to raise

that with Your Honor if that's -- to see if that was

something you were interested in. I don't think I have the

ability right at this moment to say the client will commit

to do that, but I think we can confirm that in the next 24

hours. And, of course, if it's ordered, then we will

comply, but if you're asking us to make the offer, I can --

THE COURT: I'm not really asking you to offer it.

MR. KRIS DAVIS: Okay.

THE COURT: I'm considering ordering it.

And so I guess what I'm asking you is if you have

some argument against that, tell me about it.

MR. KRIS DAVIS: Just so I understand, in camera

review meaning this would not go to the other side and

waive privilege?

THE COURT: Not if I determined that it was

privileged, yeah.

MR. KRIS DAVIS: Okay. No objection to that, Your

Honor.

THE COURT: Well, I'm going to consider that

further, and I'll put that in writing.

All right. Mr. Kodish, I'll give you the last

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170

couple of minutes if you have a question that is burning.

MR. KODISH: Thank you so much. I defer to my

colleague, Mr. Thornburgh, just for some closing remarks.

THE COURT: All right. Thank you, Doctor. You

can step down.

THE WITNESS: Do I leave these here?

THE COURT: You can leave them. Thank you.

MR. KRIS DAVIS: Oh, and, Your Honor, I just --

before I forget, we did have that additional testimony from

Mr. Raissinia. We also -- it's about four minutes long.

We could play it. We also have it in writing if you want

to just read it instead for time purposes.

THE COURT: That's fine. Why don't you offer it

in writing. That would be actually more helpful to me to

have the record of it than to listen to it.

MR. KRIS DAVIS: Understood. Thank you, Your

Honor.

THE COURT: All right. Thank you.

Mr. Thornburgh?

MR. THORNBURGH: May I approach, Your Honor, with

slides?

THE COURT: Yes.

MR. THORNBURGH: So, Your Honor, mindful of the

time, I will be brief.

Thank you, first, for convening this hearing.

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I want to start with a little bit of impromptu,

which is the testimony seemed to come down to this ah-ha

moment of device-based. And I want to point to evidence,

the word "device" appears very many times in the Tab 8

document.

Mr. Compton, if you could put Tab 8 on the screen.

If you searched for the word "devices," it

appears, you know, many, many times. I did that search.

For example, on Slide 2 -- if we can see that, please --

it's in the first paragraph. What is ItsOn? It's a

developer with an end-to-end connected solution in CE --

that is, consumer electronics-type devices.

And then if you go to the more detailed slides

that Dr. Raleigh talked about -- for example, at Slide 6,

which is Bates ending in 618, you see device design in the

opening paragraph, and it's also the third yellow box on

the right.

So, you know -- and this -- this document was

created before he left Qualcomm. And then the document

that they seem to like a lot that comes, you know, a month

later is just one month after he left Qualcomm. And so the

question is if they overcome the -- you know, met their

burden of proving that he had that idea after he left

Qualcomm because the contract is clear, it creates that

burden, that presumption.

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If we can now turn to my closing slides,

Mr. Compton. Let's jump to Slide 15 first of the slide --

of the closing slides. Yeah, there we go.

Your Honor, these are cases that we submitted in

response to the questions you asked me at the last hearing.

You asked me a couple of times if I had cases about whether

the conception requirement was the same for an ownership

dispute under a contract as it is for prior art in a patent

case. And so these are cases that answer that question.

I won't spend a lot of time right now on them. We

talk about them a little more in our supplemental authority

at Docket 367. But they're a collection of cases,

including from the Federal Circuit.

The Preston case examines the question of whether

it's a federal law question or a state law question. The

Federal Circuit says it's not sure. But it gets to the

same result either way in saying that you need to have a

definite idea and corroborating evidence.

To the extent it is a state law question, this is

a -- you know, a California contract. So we cited Gerloni,

which is a California case that applied the same standard

to a contract dispute.

And then we cite an Eastern District case in

Collins, which was an ownership case, actually under a

federal statute rather than a contract. But it, again,

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applied the same standard for proving conception.

THE COURT: Mr. Thornburgh, wouldn't corroborating

evidence be something you need to get an earlier date? I

mean, surely there is no requirement that you can't have

conceived an idea if you don't have corroborating evidence.

MR. THORNBURGH: So that's -- that's the real

purpose of these -- these cites, Your Honor, in that the

usual case where corroborating evidence comes up in patent

cases, you're trying to swear behind prior art, get the

earlier date. But in these cases, because they're

employment cases, the issue is whether you have

corroborating evidence to prove you were outside the

contract.

And so -- and, you know, before and after are

really the same issue, just looked at from two different

perspectives, that, you know, if I did it before or if I

did it after, it's really the same issue of proving when I

had this -- this idea, which is a mental act.

The Dawson case tells us that. And so the reason

for corroboration is the same, which is it's way too easy

to make self-serving statements about a mental act. And so

that's why the law requires corroboration, whether it's an

employment dispute or a prior art dispute.

And I think what we're hearing from the other side

is that their ultimate proof of their conception date is

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their patent application, that, you know, they're going to

say that they conceived in January 2009 with the '354 or

May 2010 with the '022, and that's a problem, because the

filing of the patent application is what triggers the

presumption under the contract. The contract says if you

file one of these applications within a year, Qualcomm gets

the presumption. And that -- the '354 was filed within a

year of Dr. Raleigh leaving, and the '022 was filed within

a year of Dr. Raissinia leaving.

So the existence of those applications is what

creates the presumption. If the existence of those

applications simultaneously rebuts the presumption, then

the contract would be meaningless. It can't be what the

contract means. It means that you've got to come up with

some other evidence of -- when you conceived it and that it

was before you left the company, not just that you filed

the application within a year.

THE COURT: I agree. There's no doubt that it's

not just the application. And what the Plaintiff is

offering is the testimony of Dr. Raleigh as their proof.

MR. THORNBURGH: And under the law, the

self-interested testimony of an inventor is not enough.

THE COURT: And that -- that's definitely true as

far as relating back to an earlier date. It takes some

corroboration.

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But you're saying that you -- that even to

establish that there was conception after employment, it

still must have some corroboration in addition to the

inventor's testimony?

MR. THORNBURGH: That is what we're submitting,

and that's what I believe that the cases that are on Slide

15 stand for from our supplemental authority. And,

otherwise, the contract again would be meaningless. If all

the former employer has to do -- former employee has to do

to do to meet this -- this burden of proof is to say, hey,

I didn't do it --

THE COURT: No, he has to be believed.

MR. THORNBURGH: He has to be believed.

But -- and I agree, the testimony, if believed --

and we think that it's very contradictory and should not be

believed -- but if believed, it still has to be

corroborated under the law.

THE COURT: All right.

MR. THORNBURGH: And, you know, they -- I would

also want to add that I think I heard admissions here

today that Dr. Raleigh said, you know, quite openly that

various ideas, he agreed, were conceived in September of

2008. And we know two-thirds of that month he was at

Qualcomm.

And, you know, they seem to take solace in the

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fact that maybe they added a limitation later, although

that's the first we're ever hearing about that, Your Honor.

But even if they did, I would go back to the Film Tech case

and the Bio-Rad case that we talked about at the last

hearing, that if he had the ah-ha moment of this

device-based network, that's the essential idea. Qualcomm

owns that idea.

And so at a minimum, Qualcomm, you know, owns that

idea. They own the '354 provisional. And that makes them

a co-owner of the final patents, even if -- if Dr. Raleigh

and Dr. Raissinia added something else. And, you know, we

would submit that there's a presumption that whatever

Dr. Raissinia added, and they won't tell us what that is,

but whatever he added, Qualcomm owns that, too, because

they haven't done a thing to rebut, you know,

Dr. Raissinia's presumption.

They're going to submit this four minutes of

testimony, and I -- I'm sure I've read it where, you know,

he denies conceiving at Qualcomm, but there's not a whit of

evidence, not of corroborating evidence. And, again, we

get back to these cases.

THE COURT: You know, there is argument in the

motion for sanctions about the fact that some of these

emails were provided very recently. And tell me about what

Samsung says it would have done if it had known of

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Ms. Lombardi, for instance, earlier.

MR. THORNBURGH: We would have been able to

subpoena her, for example. These -- I can't say for sure

for Ms. Lombardi, but two of the other names that came up,

Greg (sic) Wise and Mr. Snyder, you know, we know they're

ex-Qualcomm employees. We didn't know their name. You

know, the -- ItsOn argues that we did know David Wise's

name as a potential investor. So fair enough.

But there was nothing connecting him in the

previous production to the employment insinuation or

better -- better phrased, Qualcomm's assertion of

ownership. And so we had no way of knowing these names of

people that would have known about that assertion of

ownership that we could have gone off and deposed.

THE COURT: Did you make an effort to determine

that through Qualcomm?

MR. THORNBURGH: Mr. Kodish dealt with Qualcomm.

If he may answer that one, Your Honor.

THE COURT: All right.

MR. KODISH: Sure. Yes, Your Honor, we talked to

Qualcomm multiple times in pursuit of our subpoena, and

their response over and over again was: Can you give me

the names of the people that -- whose files I should search

for the things in your subpoena?

And we couldn't and didn't. And they said --

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THE COURT: What about the one name that you did

have?

MR. KODISH: Well, as Mr. Thornburgh explained --

yeah, Mr. Wise, you know, was in an investment context that

we were interested in the insinuation context and had

nothing linking the two of them in that regard.

THE COURT: Well, wasn't there an indication that

the reason the investment didn't go forward was related to

the insinuation?

MR. KODISH: There was not. The connection

between those two was in the documents robustly explaining

it that were produced between July 2nd and July 15th of

2024.

MR. THORNBURGH: And, Your Honor, if I may pick up

with that thought.

If we can see Slide 2 from my closing slides.

So, Your Honor, this conveniently summarizes the

newly produced documents in Slides 2 through 6. The slides

identify when the e-mails and other documents were first

produced and why they're important.

And so I -- you know, given the time, I'll be

brief. But, for example, Slide 2, from Tab 38, is an April

2009 email from Qualcomm. It's the one that seeks

resolution of the IP ownership, including a 20 percent

stake in ItsOn. So this very much links, you know, the

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179

ownership and the investment.

But we had no idea of this in any document that

they had produced before July.

The next slide Your Honor already saw during the

cross, so I'll skip over it, but it's the same kind of

thing.

Slide 4 is the additional 5 percent to resolve

IP owner -- IP ownership. Again, we had not had any whiff

that before -- you know, July, which was after the last

hearing.

Then, you know, we think that the release that we

first saw in July, which is Slide 5, is huge. That, you

know, this is when -- you know, Dr. Raleigh is saying he

doesn't -- you know, he didn't take this seriously. He

thought it was nonsense. But yet it was so much not

nonsense that he had a lawyer draft up this release that

was going to exchange ownership in ItsOn for Qualcomm

releasing its claims.

And, you know, Dr. Raleigh argued today that the

statute of limitations has run for Qualcomm now, that these

are all back from 2009.

THE COURT: Well, to be fair, this release was

going to be part of a transaction. There was going to be

consideration, and the record doesn't reveal what that

might have been. But it wasn't an exchange of ownership

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180

for the release.

MR. THORNBURGH: Well, Your Honor, the way the

document seems to be written, if you look at Tab -- the Tab

35 release at Page 71, the recital on the first page of the

release -- can we actually switch to that, Mr. Compton, so

we can see the whole document?

So the consideration, Your Honor, is recited in

the "now therefore" clause in the background.

Can we highlight that? Well, actually just go

ahead and highlight B -- A, B, C, and now therefore. And I

really meant blow it up so it's easy to read.

So the consideration appears to be the reference

equity purchase agreements for the release. So, Your

Honor, I think that -- you're the trier of fact on this,

but that's what -- how we interpret it.

THE COURT: All right.

MR. THORNBURGH: And, you know, this is all from

2009. We think it's very relevant to Qualcomm's state of

mind back in 2009, that they believed that there was a

serious ownership problem and that Dr. Raleigh believed

that there was a serious ownership problem.

And so, you know, did the companies further

consider doing business over the years? The record

suggests yes. And did the statute of limitations run as

Dr. Raleigh said? You know, probably.

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181

But I would also say that ItsOn and Headwater's

statute of limitations also ran. If they had wanted to

clear this contract dispute up, they also had a statute of

limitations.

And if they had -- and having waived that, they

still could have cleared it up as -- with reference to

standing by including Qualcomm as a party to this case. If

they were really worried about standing, and Dr. Raleigh

said they weren't, but the word "legal standing" is in

their -- is in Dr. Raleigh's slides from March 2010 that we

saw, he was worried about legal standing.

And if they had wanted to clear that up, they

would have included Qualcomm as a party here. That

probably would have meant they had to file the case in

San Diego, which they probably didn't want to do, but

nonetheless they could have cleared the air, and they chose

not to do it.

And they have the burden now of -- they really

have a triple burden. They have the burden of proving

standing under federal law. They have the burden under the

contract of overcoming the presumption. And, you know, I

think I knew there was a third thing, and I've forgotten

what it was, Your Honor, I apologize. But --

MR. KODISH: Corroboration.

MR. THORNBURGH: What's that?

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182

MR. KODISH: Corroboration.

MR. THORNBURGH: Corroboration is the third thing.

Mr. Kodish reminded me that they have a burden of

corroborating conception.

So, you know, we don't think they've done any of

those things, and they can't blame Qualcomm for any of

that. You know, Qualcomm could have chosen to file a

contract suit. They didn't. But Headwater is the

Plaintiff. They have the burden of proving standing and

proving ownership.

THE COURT: All right. Thank you, Mr. Thornburgh.

MR. THORNBURGH: Thank you, Your Honor.

THE COURT: Mr. Davis, the -- it looks to me like

what Dr. Raleigh has identified as the moment of conception

of the idea was on or about the -- September 25th at the

end of the Best Buy meetings, which is barely a week after

his last day at Qualcomm.

MR. KRIS DAVIS: Your Honor, I think what

Dr. Raleigh testified was that this was the ah-ha moment,

the spark that made him think, you know, this is not going

to work with the network-side focus. Instead, let's do

something different and focus on the device-side

technologies.

Now, at that moment, I think Dr. Raleigh

testified, did he have an invention then? No, he didn't

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183

have a solution yet. He thought of a new direction to

explore and started going down that direction. That

eventually led to the claimed inventions, of course.

And I'll just point out again that the claimed

inventions here all require limitations not unlike the

user interaction limitation that Dr. Raleigh described as

being something that was part of conception with his

co-inventors and in the '022 provisional application dated

May 2010.

THE COURT: And what is the effect of the statute

of limitations as you understand it? How does that enter

into this argument?

MR. KRIS DAVIS: So I think what that shows, Your

Honor, at minimum, is that Qualcomm did not act, as

Dr. Raleigh testified, like an owner. Instead, they

specifically let the statute of limitations expire. They

told him as much when they reengaged in 2017 after, you

know, years of not negotiating. And Dr. Raleigh said: I

need assurances that we're not going to have this

insinuation issue come up that came up before.

And they said: We knowingly let the statute of

limitations expire. We can't claim ownership. So don't

worry, let's go ahead with the diligence and see if we can

make a deal.

THE COURT: And what is your answer to the

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184

argument that the authority that Samsung has offered

requires corroborating evidence to support the testimony of

Dr. Raleigh?

MR. KRIS DAVIS: Your Honor, that's not -- well,

for starters, we have corroborating evidence. We have

evidence in the form of the provisional apps themselves.

We have the testimony of Dr. Raleigh and Mr. Raissinia. We

have presentations like the 2008 -- I'm sorry, October 2008

Best Buy presentation where we start to see the new

direction that Dr. Raleigh is heading where it says, as he

read: New, colon, device-implemented network.

The prior slide, Your Honor, says: Old, colon,

MVNO.

This is showing that -- exactly as Dr. Raleigh

testified, he came to Best Buy and was learning for those

couple of days. He was seeing pitches about MVNO services,

and he figured out that's not the right approach. This

network focus is not the right approach. He thought about

it. He came up with a new direction, and then he comes

back to Best Buy a month later and is saying, you know, I'm

thinking about this new approach, device-focused. And

that's what we see exactly reflected in black and white.

THE COURT: All right.

MR. KRIS DAVIS: You know, the other issue, Your

Honor, that you raised was the case law, I believe, for

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185

corroboration. I wanted to talk -- I'll just grab my

laptop -- just briefly about one of those cases. I think

it's the one that Mr. Thornburgh talked about most. That

was the Preston case.

I think, as Your Honor referenced, this typically

comes up in the sense of swearing behind where, you know,

we can't rely on an inventor's just bare testimony to swear

behind the dates of the provisionals. That's not what

we're doing. We're not asking someone to --

THE COURT: I agree it's different. The

representation I'm hearing is that these cases indicate

that the same analysis applies in the employment situation

where the need is to establish a later conception.

MR. KRIS DAVIS: Well, that's not true, Your

Honor.

So what happened in the Preston case, as one

example, so the inventor alleged, without any proof at all,

that he came up with the invention before he came to work

at the company that he was working for, such that it

belonged to him and not the company.

So there was lots of evidence that he came up with

the invention while at the company, and there was zero

evidence to the contrary supporting the swear behind, so to

speak.

He also didn't disclose it as a preemployment

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186

invention. As Your Honor may be familiar, and as we saw in

the Qualcomm agreement, it's common for new employees to

have to list any preemployment inventions. He didn't do

that.

THE COURT: Well, I will read these cases with the

distinction in mind and try and develop that.

I'm also considering ordering the production in

camera that was discussed earlier. And I'll put that in

writing if I decide to do that.

And I may order additional briefing on a couple of

issues, but I'll give some further thought to that.

MR. KRIS DAVIS: Your Honor, did you want me to

address just briefly the documents' issue, the

production -- recent production of emails issue?

THE COURT: I think you -- your response, which

was filed yesterday, I guess, to the motion for sanctions,

I assume that laid out the position that you would recount

now?

MR. KRIS DAVIS: Yes, I think that's right, Your

Honor.

THE COURT: Well, I've read it, and I understand

what the issues are. And certainly most of that goes to

trying to prove that there was no bad faith involved.

MR. KRIS DAVIS: The only thing I wanted to add,

Your Honor, because I'm not sure this is fleshed out so

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187

much and focused in that response brief, is that the

presentation that we looked at -- and I'm sorry, which tab

this was in our binder -- but the ItsOn presentation

Dr. Raleigh testified about -- it's Tab 9 in the

Plaintiff's binder -- this was dated March 2010, and it was

produced, I think as Dr. Raleigh noted, to Samsung over a

year ago. It turns out that was produced in May 2023, and

that's the presentation we talked about with those bullets

of option. Both sides talked about it. Very clear from

that document there's this former employment insinuation,

that there were conversations with Qualcomm about this.

THE COURT: And certainly from what I've heard,

Samsung was pursuing Qualcomm for information on that, but

without names, they say they were unable to get any

satisfactory response.

MR. KRIS DAVIS: That's right, Your Honor.

I'll add that we did produce emails with Mr. Wise

from those 2009 discussions where it's apparent that the

2009 discussions, when you look at that presentation,

that's the context that this employment insinuation came up

in.

THE COURT: All right. Well, I will consider that

as well.

MR. KRIS DAVIS: All right. Thank you, Your

Honor.

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188

THE COURT: All right. Thank you.

And I appreciate the presentations. They've been

helpful. And I'll try to get a ruling out promptly.

MR. KRIS DAVIS: Your Honor, can I ask one more

just very housekeeping question?

We did not move in our exhibits as we went. I

think you may have copies of all of these by this point

already, but would you like us to file them electronically

as a set or anything like that?

THE COURT: In order to have them in the record

properly, I think probably both sides should file them

electronically. And I didn't hear any basis to exclude any

of the offerings by either side.

If there is a specific objection, I'll hear about

it. But I don't see any reason why any of this stuff would

not be admissible for the purposes of this hearing.

MR. KRIS DAVIS: We agree with that, Your Honor.

THE COURT: And I'm seeing nodding heads around.

All right. Then --

MR. KODISH: Yeah, we'll drop our objection.

THE COURT: All right. Well, then you can file

those electronically into the record as exhibits of this

hearing.

MR. KRIS DAVIS: Thank you, Your Honor.

THE COURT: All right. Thank you.

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189

And we are adjourned.

COURT SECURITY OFFICER: All rise.

(Hearing concluded at 5:20 p.m.)

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190

CERTIFICATION

I HEREBY CERTIFY that the foregoing is a true and

correct transcript from the stenographic notes of the

proceedings in the above-entitled matter to the best of my

ability.

/S/ Shelly Holmes 7/29/2024

SHELLY HOLMES, CSR, TCRR Date

CERTIFIED SHORTHAND REPORTER

State of Texas No.: 7804

Expiration Date: 10/31/2025

Case 2:23-cv-00103-JRG-RSP Document 175-2 Filed 10/25/24 Page 191 of 191 PageID #:

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