1

UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

PEGASUS WIRELESS INNOVATION

LLC,

Plaintiff,

v.

CELLCO PARTNERSHIP d/b/a 

VERIZON WIRELESS et al.,

 Defendants.

§

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00640-JRG

(Lead Case)

CELLCO PARTNERSHIP d/b/a 

VERIZON WIRELESS,

Counterclaim-Plaintiff,

v.

PEGASUS WIRELESS INNOVATION

LLC and KT CORPORATION,

 Counterclaim-Defendants.

§

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00640-JRG

(Lead Case)

PEGASUS WIRELESS INNOVATION

LLC,

Plaintiff,

v.

AT&T CORP. et al.,

 Defendants.

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00638-JRG

(Member Case)

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 1 of 28 PageID #: 1176
2

NEW CINGULAR WIRELESS PCS, LLC,

Counterclaim-Plaintiff,

v.

PEGASUS WIRELESS INNOVATION

LLC and KT CORPORATION,

 Counterclaim-Defendants.

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00638-JRG

(Member Case)

PEGASUS WIRELESS INNOVATION

LLC,

Plaintiff,

v.

T-MOBILE USA, INC. et al.,

 Defendants.

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00639-JRG

(Member Case)

T-MOBILE USA, INC.,

Counterclaim-Plaintiff,

v.

PEGASUS WIRELESS INNOVATION

LLC and KT CORPORATION,

 Counterclaim-Defendants.

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00639-JRG

(Member Case)

PROTECTIVE ORDER

WHEREAS, Plaintiff Pegasus Wireless Innovations LLC (“Pegasus”) and Defendants 

AT&T Corp., AT&T Services, Inc., AT&T Mobility LLC, AT&T Mobility II LLC, New Cingular 

Wireless PCS, LLC, Cricket Wireless LLC, Cellco Partnership d/b/a Verizon Wireless, Verizon 

Business Network Services LLC, Verizon Corporate Services Group Inc., TracFone Wireless, Inc., 

T-Mobile USA, Inc., Sprint Solutions LLC, and Sprint Spectrum LLC, hereafter referred to as “the

Parties,” believe that certain information that is or will be encompassed by discovery demands by 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 2 of 28 PageID #: 1177
3

the Parties involves the production or disclosure of trade secrets, confidential business 

information, or other proprietary information;

WHEREAS, thePartiesseek a protective orderlimiting disclosure thereofin accordancewith

Federal Rule of Civil Procedure 26(c):

THEREFORE, it is hereby stipulated among the Parties and ORDERED that:

1. Each Party may designate as confidential for protection under this Order, in whole or in part, 

any document, information or material that constitutes or includes, in whole or in part, 

confidential or proprietary information or trade secrets of the Party or a Third Party to whom 

the Party reasonably believes it owes an obligation of confidentiality with respect to such 

document, information or material (“Protected Material”). Protected Material shall be 

designated by the Party producing it by affixing a legend or stamp on such document, 

information or material as follows: “CONFIDENTIAL,” “RESTRICTED –

ATTORNEYS’ EYES ONLY,” or “RESTRICTED CONFIDENTIAL SOURCE CODE” 

(the “Designation”). The Designation shall be placed clearly on each page of the Protected

Material(except deposition and hearing transcripts) for which such protection issought. For

deposition and hearing transcripts, the word “CONFIDENTIAL” shall be placed on the 

cover page of the transcript (if not already present on the cover page of the transcript when 

received from the court reporter) by each attorney receiving a copy of the transcript

after that attorney receives notice of the designation of some or all of that transcript as 

“CONFIDENTIAL, “RESTRICTED – ATTORNEYS’ EYES ONLY,” or “RESTRICTED 

CONFIDENTIAL SOURCE CODE.”

2. Any document produced under Patent Rules 2-2, 3-2, and/or 3-4 before issuance of this 

Order with the designation “Confidential” or “Confidential- Outside Attorneys’ Eyes Only” 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 3 of 28 PageID #: 1178
4

shall receive the same treatment as if designated “RESTRICTED - ATTORNEYS’ EYES 

ONLY” under this Order, unless and untilsuch document isredesignated to have a different 

classification under this Order.

3. With respect to documents, information or material designated “CONFIDENTIAL, 

“RESTRICTED - ATTORNEYS’ EYES ONLY,” or “RESTRICTED CONFIDENTIAL 

SOURCE CODE” (“DESIGNATED MATERIAL”),

1 subject to the provisions herein and 

unless otherwise stated, this Order governs, without limitation: (a) all documents, 

electronically stored information, and/or things as defined by the Federal Rules of Civil 

Procedure; (b) all pretrial, hearing or deposition testimony, or documents marked as exhibits 

or for identification in depositions and hearings; (c) pretrial pleadings, exhibits to pleadings 

and other court filings; (d) affidavits; and (e) stipulations. All copies, reproductions, 

extracts, digests and complete or partial summaries prepared from any DESIGNATED 

MATERIALS shall also be considered DESIGNATED MATERIAL and treated as such 

under this Order.

4. To the extent any one of the Defendants in any Defendant Group, or any future intervenor, 

provides DESIGNATED MATERIAL under the terms of this Protective Order to Plaintiff, 

Plaintiff shall not share that material with any other Defendant Group2 or future intervenors 

absent express written permission from the from the Producing Party. This Order does not 

confer any right to any one Defendant or future intervenors to access the DESIGNATED 

MATERIAL of any other Defendant or future intervenors. Nothing in this paragraph limits 

1 The term DESIGNATED MATERIAL is used throughout this Protective Order to refer 

to the class of materials designated as “CONFIDENTIAL,” “RESTRICTED - ATTORNEYS’ 

EYES ONLY,” or “RESTRICTED CONFIDENTIAL SOURCE CODE,” both individually and 

collectively.

2 A “Defendant Group” refers to all Defendants in a particular case. 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 4 of 28 PageID #: 1179
5

Plaintiff’s ability to request that a certain document be produced by one or more Parties in 

one or more cases, as necessary.

5. A designation of Protected Material (i.e., “CONFIDENTIAL,” “RESTRICTED -

ATTORNEYS’ EYES ONLY,” or “RESTRICTED CONFIDENTIAL SOURCE CODE”) 

may be made at any time. Inadvertent or unintentional production of documents, 

information or material that has not been designated as DESIGNATED MATERIAL shall 

not be deemed a waiver in whole or in part of a claim for confidential treatment. Any party 

that inadvertently or unintentionally produces Protected Material without designating it as 

DESIGNATEDMATERIALmay request destruction ofthat Protected Material by notifying 

the recipient(s), as soon as reasonably possible after the producing Party becomes aware of 

the inadvertent or unintentional disclosure, and providing replacement Protected Material 

that is properly designated. The recipient(s)shall then destroy all copies of the inadvertently 

or unintentionally produced Protected Materials and any documents, information or material 

derived from or based thereon.

6. “CONFIDENTIAL” documents, information and material may be disclosed only to the 

following persons, except upon receipt of the prior written consent of the designating party, 

upon order of the Court, or as set forth in Paragraph 17 herein:

(a) outside counsel of record in this Action for the Parties;

(b) employees of such counsel assigned to and reasonably necessary to assist such 

counsel in the litigation of this Action;

(c) in-house counsel for the Parties who either have responsibility for making decisions 

dealing directly with the litigation of this Action, or who are assisting outside 

counsel in the litigation of this Action, and who are not involved in competitive 

decision making on behalf of their respective Party, except that in-house counsel 

for a Defendant or any future intervenors shall not have access to the information 

or materials of any other Defendant or intervenor;

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 5 of 28 PageID #: 1180
6

(d) up to and including three (3) designated representatives of each of the Parties to the 

extent reasonably necessary for the litigation of this Action. For the sake of clarity, 

a designated representative shall be employed by Party or one of its affiliates;

(e) outside consultants or experts (i.e., not existing employees or affiliates of a Party or 

an affiliate of a Party) retained for the purpose of this litigation, provided that: (1) 

such consultants or experts are not presently employed by the Parties hereto for 

purposes other than this Action; (2) and the Receiving Party and outside expert or 

consultant has complied with Paragraph 7 of this Order;

(f) independent litigation support services, including persons working for or as court 

reporters, graphics or design services, independent legal translating services, jury 

or trial consulting services, and photocopy, document imaging, and database 

services retained by counsel and reasonably necessary to assist counsel with the 

litigation of this Action; and

(g) any mediator who is assigned to hear this matter, and his or her staff, subject to 

their agreement to maintain confidentiality to the same degree as required by this 

Protective Order;

(h) the Court and its personnel.

7. Procedure for Disclosing Protected Material to Experts and Consultants. Prior to

disclosure of Protected Material to any outside consultant or expert whose duties and 

responsibilities require access to such materials to be authorized under Paragraph 6(d) of 

this order, the consultant or expert must execute the Undertaking attached as Appendix A 

to this Order and the Receiving Party must serve on the Producing Party a copy of the 

Undertaking and a current copy of the expert consultant’s CV, a list of the expert or 

consultant’s testifying and consulting work3 for the preceding 5 years (to the extent not 

included in the CV) (“Notice”). The Producing Party may object in writing to the disclosure 

within ten (10) days. At the expiration of the ten days, if no written objection is made, then 

the outside consultant or expert and their staff may access Protected Material. The Parties 

3 To the extent the consulting work was a confidential engagement, the expert may anonymize this 

disclosure while still providing enough detail for the Producing Party to evaluate a direct conflict. 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 6 of 28 PageID #: 1181
7

agree to promptly confer and use good faith to resolve any such objection. If the Parties 

are unable to resolve any objection, the objecting Party may file a motion with the Court

within seven (7) days of serving written objections to the disclosure, or within such other

time as the Parties may agree, seeking a protective order with respect to the proposed

disclosure. The objecting Party shall have the burden of proving the need for a protective

order. No disclosure shall occur until all such objections are resolved by agreement or 

Court order. This disclosure and objection procedure applies to each Producing Party 

separately. No disclosure of Protected Material may be provided to an expert or consultant 

that is involved in competitive decision-making, as defined by U.S. Steel v. United States, 

730 F.2d 1465, 1468 n.3 (Fed. Cir. 1984), on behalf of a Party or a competitor of a Party. 

Without the express prior written consent of the Defendant that produced the Protected 

Material, no expert or consultant retained by a Defendant or intervenor in this matter shall 

have access to Protected Material produced by another Defendant. Nothing in this 

paragraph limits Plaintiff’s ability to request that a certain document be produced by one 

or more Parties in one or more cases, as necessary.

8. A Party shall designate documents, information or material as “CONFIDENTIAL” only 

upon a good faith belief that the documents, information or material contains confidential, 

commercially sensitive, or proprietary information or trade secrets of the Party or a Third

Party to whom the Party reasonably believes it owes an obligation of confidentiality with

respect to such documents, information or material.

9. Documents, information or material produced pursuant to any discovery request in this 

Action, including but not limited to Protected Material designated as DESIGNATED 

MATERIAL, shall be used by the Parties only in the litigation of this Action and shall not 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 7 of 28 PageID #: 1182
8

be used for any other purpose, including software development work for commercial 

purposes. Any person or entity who obtains access to DESIGNATED MATERIAL or the 

contents thereof pursuant to this Order shall not make any copies, duplicates, extracts,

summaries or descriptions of such DESIGNATED MATERIAL or any portion thereof

except as may be reasonably necessary in the litigation of this Action. Any such copies, 

duplicates, extracts, summaries or descriptions shall be classified DESIGNATED

MATERIALS and subject to all of the terms and conditions of this Order.

10. To the extent a Producing Party believes that certain Protected Material qualifying to be 

designated CONFIDENTIAL is so sensitive that its dissemination deserves even further 

limitation, the producing Party may designate such Protected Material “RESTRICTED --

ATTORNEYS’ EYES ONLY,” or to the extent such Protected Material includes computer 

source code and/or live data (that is, data as it exists residing in a database or databases) 

(“Source Code Material”), or contains a Party’s Source Code Material, which for clarity 

shall include but is not limited to documents containing confidential, proprietary and/or 

trade secret source code, including computer code, scripts, assembly, object code, source 

code listings, object listings, Hardware Description Language (HDL), Register Transfer 

Level (RTL) files that describe the hardware design of any ASIC or other chip, and/or live 

data (that is, data as it exists residing in a database or databases that is specifically related 

to source code and not financial or other date),the Producing Party may designate such 

Protected Material as “RESTRICTED CONFIDENTIAL SOURCE CODE.”

11. For Protected Material designated RESTRICTED -- ATTORNEYS’ EYES ONLY, access 

to, and disclosure of, such Protected Material shall be limited to individuals listed in 

Paragraphs 6(a-b) and (e-h).

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 8 of 28 PageID #: 1183
9

12. For Protected Material designated RESTRICTED CONFIDENTIAL SOURCE CODE,

the following additional restrictions apply:

(a) Access to a Party’s Source Code Material shall be limited to the offices of the 

producing Party’s outside counsel. 

(b) Access to a Party’s Source Code Material shall be provided only on “stand-alone” 

computer(s) (that is, the computer may not be linked to any network, including a 

local area network (“LAN”), an intranet or the Internet, nor connected to a remote 

computer through any remote desktop software of any kind), that is password 

protected, maintained in a secure, locked area, and disabled from having external 

storage devices attached to it (“Source Code Computer”). Further, the stand-alone 

computer(s) shall be of suitable grade and able to be equipped with an external

viewing screen measuring at least 19” diagonally, and with an external mouse and 

keyboard.

In addition to the stand-alone Source Code Computer, the Producing Party shall 

make available within the Source Code Room a laptop computer with no network 

connection or camera functionality (the “Notetaking Computer”) for purposes of 

enabling the receiving Party’s outside counsel and/or experts to take notes relating 

to the Source Code, and such notes shall be provided to the reviewing Party without 

review by the producing Party. The Notetaking Computer shall have pre-installed 

a commercially reasonable text editing program, Microsoft Excel or OpenOffice 

Calc spreadsheet software, and a program for notetaking that has encryption 

capability, such as Microsoft OneNote. The Receiving Party’s outside counsel 

and/or experts may use the computer for the purposes of taking notes relating to 

the Source Code. 

The Receiving Party shall, at the end of each review day, store its notes within an 

encrypted volume. Upon completion of each review day, the Producing Party shall, 

upon request by the Receiving Party, provide the Receiving Party with an 

electronic storage medium, such as a USB storage device, containing, or which can 

be loaded with, the encrypted volume file with the notes taken by the Receiving 

Party. At the start of each review day, the Producing Party also shall, upon request 

by the Receiving Party, copy, or permit to be copied, an updated encrypted volume 

file containing any revised notes taken by the Receiving party,from such electronic 

storage medium onto the Notetaking Computer for further editing. The Receiving 

Party shall maintain any notes removed from the Source Code Review Room in 

the encrypted form described above at all times when storing or transmitting them. 

The Producing Party shall not monitor or review any notes taken on the Notetaking 

Computer, shall not review the encryption password, and shall not interact with 

any note files on the computer in any way except to transfer the encrypted volume 

files, without reviewing their contents, to and from a USB storage medium as 

described above. The use of the Notetaking Computer shall not be asserted to be a 

waiver of any privileged or protection. The receiving Party’s outside counsel 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 9 of 28 PageID #: 1184
10

and/or experts shall be entitled to take notes relating to the Source Code on the 

Notetaking Computer but may not copy the Source Code into the notes and may 

not take such notes electronically on the Source Code Computer itself or any other 

computer other than the Notetaking Computer. The Receiving Party’s outside 

counsel and/or experts may not transcribe any full lines of Source Coe into the 

Notes;

(c) Use or possession of any input/ output device or other electronic device (e.g., USB 

memory stick, cameras or any camera-enabled device, CDs, floppy disk, portable 

hard drive, laptop, cellular telephones, PDA, smartphones, voice recorders, 

peripheral equipment, DVDs, or drives of any kind, etc.) is prohibited while in the 

secured, locked area containing the Source Code Computer(s) except as provided 

above in Paragraph 12(b). Except as provided in Paragraph 12(h), the Receiving 

Party will not copy, remove, or otherwise transfer any portion of the Source Code 

Material from the Source Code Computer including, without limitation, copying, 

removing, or transferring any portion of the Source Code Material onto any other 

computers or peripheral equipment. The Receiving Party will not transmit any 

portion of the Source Code Material in any way from the location of the Source 

Code inspection.

(d) The Source Code Computer(s) will be made available for inspection until the close 

of normal business hours, which for purposes of this Paragraph shall be 8:00 a.m. 

through 6:00 p.m. local time, on business days (i.e. weekdays that are not Federal or 

local holidays). However, upon reasonable notice from the Receiving Party, the

Producing Party shallmake reasonable effortsto accommodate the receiving Party’s

requestfor accessto theSource CodeComputer(s) outside of normal business hours.

The Parties agree to cooperate in good faith such that maintaining the Producing 

Party’s Source Code Material at the offices of its outside counsel shall not 

unreasonably hinder the receiving Party’s ability to efficiently and effectively 

conduct the prosecution or defense of this Action. 

(e) Prior to the first inspection of any requested Source Code Material, the Receiving 

Party shall provide at least seven (7) business days’ notice of the Source Code 

Material that it wishes to inspect, but the Receiving Party will work in good faith 

to provide earlier notice. Thereafter, the Receiving Party shall provide reasonable 

written notice to the Producing Party, which shall not be less than three (3) days. 

In the event a Receiving Party intends to continue its review to the next business 

day, it shall provide written notice by 1:00 p.m. (local time at the review location). 

A list of names of persons who will view the Source Code Material will be 

provided to the Producing Party in conjunction with any written (including email) 

notice requesting inspection. The Receiving Party shall maintain a daily log of the 

names of persons who enter the rooms to view the Source Code and when they 

enter and depart. The Producing Party shall be entitled to have a person observe all 

entrances and exits from the room containing the Source Code Computer(s), and 

to review a copy of the log upon request.

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 10 of 28 PageID #: 1185
11

(f) The producing Party shall provide the receiving Party with information explaining 

how to start, log on to, and operate the Source Code Computer(s) in order to access

the produced Source Code Material on the Source Code Computer(s);

(g) The producing Party will produce Source Code Material in computer searchable, 

native format and organization on the stand-alone computer(s) as described 

above. The stand-alone computer(s) shall also be equipped with software tools for 

viewing the files, as well as multi-file search tools. To extent that the receiving 

Party requests specific tools for viewing or searching the Source Code Material, 

the producing Party shall meet and confer in good faith about the installation of 

such tools. If these tools require a license, the Receiving Party shall provide the 

Producing Party with a CD or DVD (or other reasonable medium) containing the 

licensed software tool(s) at least five (5) days in advance of the date upon which 

the Receiving Party wishes to have the licensed software tool(s) available for use 

on the Source Code Computer(s);

(h) Source code reviewers are permitted to bring paper and pen to take notes while in 

the source code review room. The Receiving Party’s outside counsel and/or expert 

shall be entitled to take notes relating to the Source Code Material but may not 

copy any portion of the Source Code Material into notes. Any notes relating to the 

Source Code Material will be treated as “RESTRICTED CONFIDENTIAL –

SOURCE CODE.” Unless otherwise agreed in advance by the Parties in writing, 

following each inspection, the Receiving Party’s outside counsel and/or experts 

shall remove all notes, documents, and all other materials from the room that may 

contain work product and/or attorney-client privileged information. The Producing 

Party shall not be responsible for any items left in the review room following each 

inspection session.

(i) Access to Protected Material designated RESTRICTED CONFIDENTIAL -

SOURCE CODE shall be limited to outside counsel and up to three (3) outside 

consultants or experts4 (i.e., not existing employees or affiliates of a Party or an 

affiliate of a Party) retained for the purpose of this litigation and approved to access 

such Protected Materials pursuant to Paragraph 7 above. A Receiving Party may 

include excerpts of Source Code Material in a pleading, exhibit, expert report, 

discovery document, deposition transcript, other Court document, provided that the 

Source Code Documents are appropriately marked under this Order, restricted to 

those who are entitled to have access to them as specified herein, and, if filed with 

the Court, filed under seal in accordance with the Court’s rules, procedures and 

orders. In no case shall any information designated as RESTRICTED 

CONFIDENTIAL – SOURCE CODE by a Defendant or by any future intervenor 

be provided to any other Defendant, intervenor, or their counsel, by any Party or 

4 For the purposes of this paragraph, an outside consultant or expert is defined to include the outside 

consultant’s or expert’s direct reports and other support personnel, such that the disclosure to a 

consultant or expert who employs others within his or her firm to help in his or her analysis shall 

count as a disclosure to a single consultant or expert.

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 11 of 28 PageID #: 1186
12

counsel absent explicit written agreement from the Producing Party;

(j) To the extent portions of Source Code Material are quoted in a Source Code 

Document, either (1) the entire Source Code Document will be stamped and treated 

asRESTRICTEDCONFIDENTIALSOURCECODEor(2)those pages containing 

quoted Source Code Material will be separately stamped and treated as 

RESTRICTED CONFIDENTIAL SOURCE CODE;

(k) Except as set forth in Paragraph 12(m) below, no electronic copies of Source Code 

Material shall be made without prior written consent of the producing Party, except 

as necessary to create documents which, pursuant to the Court’s rules, procedures 

and order, must be filed or served electronically. The Receiving Party shall only 

make additional paper copies of selected excerpts of the Source Code if such 

additional copies are reasonably necessary for any filing with the Court or service 

of any pleading or other paper on any Party. No paper copies of excerpts of Source 

code shall be made by the Receiving Party without the express written permission 

of the Producing Party;

(l) The Receiving Party shall be permitted to request that the Producing Party make a

reasonable number of printouts and photocopies of Source Code Material, all of 

which shall be designated and clearly labeled “RESTRICTED CONFIDENTIAL 

SOURCE CODE.” The Producing Party will comply with all such requests for 

printouts within five (5) business days of the request, and the Receiving Party shall 

maintain a log of all such files that are printed or photocopied. In no event may the 

Receiving Party print any continuous block of Source Code that results in more 

than 75 continuous printed pages, or an aggregate total of more than 1,500 pages, 

for each Producing Party’s Source Code, during the duration of the case without 

prior written permission of the Producing Party, and the Producing Party shall not 

unreasonably withhold or delay such permission. The printed pages shall constitute 

part of the Source Code Material produced by the Producing Party in this action. 

At the Receiving Party’s request, up to three additional sets (or subsets) of printed 

source Code may be requested, and the Producing Party shall provide the additional 

sets by overnight mail or other mutually agreed method within three business days 

after receiving the request;

(m) The Receiving Party shall not create any electronic or other images of any printed 

pages of Source Code or any other documents or things reflecting Source Code 

Material that have been designated by the Producing Party as “RESTRICTED 

CONFIDENTIAL SOURCE CODE,” except as necessary to create documents 

which, pursuant to the Court’s rules, procedures and order, must be filed or served 

electronically. A Receiving Party may include excerpts of “RESTRICTED 

CONFIDENTIAL SOURCE CODE” in a pleading, exhibit, expert report, 

discovery document, deposition transcript, other Court document, provided that 

the Source Code Documents are appropriately marked under this Order, restricted 

to those who are entitled to have access to them as specified herein, and, if filed 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 12 of 28 PageID #: 1187
13

with the Court, filed under seal in accordance with the Court’s rules, procedures 

and orders. For clarity, should such printouts or photocopies be in electronic media,

such media shall be labeled “RESTRICTED CONFIDENTIAL SOURCE CODE” 

and shall continue to be treated as such;

(n) If the Receiving Party’s outside counsel, consultants, or experts obtain printouts

or photocopies of Source Code Material, the receiving Party shall ensure that such 

outside counsel, consultants, or experts keep the printouts or photocopies in a 

secured locked area in the offices of such outside counsel, consultants, or expert. 

The receiving Partymay also temporarily keep the printouts or photocopies at:(i)the 

Court for any proceedings(s) relating to the Source Code Material, for the dates 

associated with the proceeding(s); (ii) the sites where any deposition(s) relating to 

the Source Code Material are taken, for the dates associated with the deposition(s); 

and (iii) any intermediate location reasonably necessary to transport the printouts or 

photocopies (e.g., a hotel prior to a Court proceeding or deposition); and

(o) A Producing Party’s SourceCode Material may only be transported by the receiving 

Party at the direction of a person authorized under Paragraph 12(i) above to another 

person authorized under Paragraph 12(i) above, on paper via hand carry, Federal 

Express or other similarly reliable courier. Source Code Material, including paper 

copies, notes, analyses, or descriptions of such paper copies of Source Code shall 

be maintained at all times in a secure location under the direct control of either 

counsel or the expert responsible for maintaining the security and confidentiality 

of the DESIGNATED MATERIALS and in a manner that prevents duplication of 

or unauthorized access to the Source Code Material, including, without limitation, 

storing the Source Code Material in a locked location at all times, when it is not in 

use. When in transport from one of the above approved locations to another, the 

Receiving Party shall take reasonable measures to secure the Source Code 

Material. Source Code Material may not be transported or transmitted

electronically over a network of any kind, including a LAN, an intranet, or the 

Internet. Source Code Material may only be transported outside the offices of 

outside counsel for the Receiving Party or of the experts and/or consultants who 

have been approved to view the Source Code for the purpose of Court

proceeding(s) or deposition(s) as set forth in Paragraph 12(n) above and is at all

times subject to the transport restrictions set forth herein. But, for those purposes

only, the Source Code Materials may be loaded onto a stand-alone computer.

13. Absent written consent of the Producing Party, no person, including without limitation any 

outside consultant or expert, who reviews any other Party’s Protected Material that is 

designated RESTRICTED -- ATTORNEYS’ EYES ONLY and/or RESTRICTED

CONFIDENTIAL SOURCE CODE (collectively “HIGHLY SENSITIVE MATERIAL”), 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 13 of 28 PageID #: 1188
14

who obtains, receives, has access to, or otherwise learns, in whole or in part, the other 

Party’s HIGHLY SENSITIVE MATERIAL under this Order shall not prepare, prosecute, 

supervise, or assist in the preparation or prosecution of any patent application, or engage in 

any Prosecution Activity relating to the field of the invention of the patents-in-suit , 

including related to 4G LTE and/or 5G NR, during the pendency of this Action and for 

twelve (12) months after its conclusion, including any appeals. This Paragraph does not 

apply to representing a party during a post-issuance proceeding before a domestic or 

foreign agency (including, but not limited to, a reissue, ex parte reexamination, inter partes 

review, covered business method review, or post-grant review). This provision does not 

prohibit a Party’s counsel of record or experts in this litigation from participating in or

representing it in reexamination proceedings, Post-Grant Review proceedings, Inter Partes 

Review proceedings, or Covered Business Method Review proceedings involving any

patent, including the patents-in-suit, provided they (1) do not rely upon or use, directly or 

indirectly, the other Party’s Protected Material in those proceedings and (2) do not advise 

on, consult on, prepare, draft, or edit any amendment to specifications or claims in those 

proceedings.

14. Prosecution Activity shall mean any activity related to (i) the preparation or prosecution 

(for any person or entity) of patent applications relating to the field of invention of the 

patents-in-suit; or (ii) advising or counseling clients regarding the same. Nothing in this 

Paragraph shall prevent any attorney from sending non-confidential prior art to an attorney 

involved in patent prosecution for purposes of ensuring that such prior art is submitted to 

the U.S. Patent and Trademark Office (or any similar agency of a foreign government) to 

assist a patent application in complying with its duty of candor. Nothing in this provision 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 14 of 28 PageID #: 1189
15

shall prohibit any attorney of record in this litigation from discussing any aspect of this 

case that is reasonably necessary for the prosecution or defense of any claim or 

counterclaim in this litigation with his/her client.

15. Nothing in this Order shall require production of documents, information or other material 

that a Party contends is protected from disclosure by the attorney-client privilege, the work 

product doctrine, or other privilege, doctrine, or immunity. The production or disclosure 

of documents, information, or other material by any Party or third-party in connection with 

this proceeding is subject to the provisions of Federal Rule of Evidence 502(d), which 

provides that any production or disclosure of any information (whether inadvertent or 

otherwise) that is subject to any applicable privilege or protection shall not be deemed a

waiver of any privilege or protection in connection with the Litigation pending before this 

Court, and shall not serve as a waiver in any other federal or state proceeding. See Fed. R. 

Evid. 502(d). Any Party that produced documents, information, or other material it

reasonably believes are protected under the attorney-client privilege, work product

doctrine, or other privilege, doctrine, or immunity, may obtain the return of such

documents, information, or other material by promptly notifying the recipient(s) and 

providing a privilege log for the inadvertently or unintentionally produced documents, 

information or other material. The recipient(s) shall gather and return all copies of such 

documents, information or other material to the producing Party, except for any pages

containing privileged or otherwise protected markings by the recipient(s), which pages

shall instead be destroyed and certified as such to the producing Party.

16. There shall be no disclosure of any DESIGNATED MATERIAL by any person authorized 

to have access thereto to any person who is not authorized for such access under this Order. 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 15 of 28 PageID #: 1190
16

The Parties are hereby ORDERED to safeguard all such documents, information and 

material to protect against disclosure to any unauthorized persons or entities.

17. Nothing contained herein shall be construed to prejudice any Party’s right to use any 

DESIGNATED MATERIAL in taking testimony at any deposition or hearing provided that 

the DESIGNATED MATERIAL is only disclosed to a person(s) who is: (i) eligible to have 

access to the DESIGNATED MATERIAL by virtue of his or her employment with the 

designating party, (ii)identified in the DESIGNATED MATERIAL as an author, addressee, 

or copy recipient of such information, (iii) although not identified as an author, addressee, 

or copy recipient of such DESIGNATED MATERIAL, has, in the ordinary course of 

business, seen such DESIGNATED MATERIAL, (iv) a current or former officer, director 

or employee of the producing Party or a current or former officer, director or employee of 

a company affiliated with the producing Party; (v) counsel for a Party, including outside 

counsel and in-house counsel (subject to Paragraphs 6(d) and 11 of this Order); (vi) an

independent contractor, consultant, and/or expert retained for the purpose of this litigation;

(vii) court reporters and videographers; (viii) the Court; or (ix) other persons entitled 

hereunder to accesstoDESIGNATEDMATERIAL. DESIGNATEDMATERIALshall not

be disclosed to any other persons unless prior authorization is obtained from counsel

representing the producing Party or from the Court.

18. Parties may, at the deposition or hearing or within thirty (30) days after receipt of a 

deposition or hearing transcript, designate the deposition or hearing transcript or any portion 

thereof as “CONFIDENTIAL,” “RESTRICTED - ATTORNEY’ EYES ONLY,” or 

“RESTRICTED CONFIDENTIAL SOURCE CODE” pursuant to this Order. Accessto the 

deposition or hearing transcript so designated shall be limited in accordance with the terms 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 16 of 28 PageID #: 1191
17

of this Order. Until expiration of the 30-day period, the entire deposition or hearing 

transcript shall be treated as RESTRICTED – ATTORNEYS’ EYES ONLY.

19. Any DESIGNATED MATERIAL that is filed with the Court shall be filed under seal and 

shall remain under seal until further order of the Court. The filing party shall be responsible 

for informing the Clerk of the Court that the filing should be sealed and for placing the 

legend “FILED UNDER SEAL PURSUANT TO PROTECTIVE ORDER” above the 

caption and conspicuously on each page of the filing. Exhibits to a filing shall conform to 

the labeling requirements set forth in this Order. If a pretrial pleading filed with the Court, 

or an exhibit thereto, discloses or relies on confidential documents, information or material, 

such confidential portions shall be redacted to the extent necessary and the pleading or 

exhibit filed publicly with the Court.

20. The Order applies to pretrial discovery. Nothing in this Order shall be deemed to prevent 

the Parties from introducing any DESIGNATED MATERIAL into evidence at the trial of 

this Action, or from using any information contained in DESIGNATED MATERIAL at 

the trial of this Action, subject to any pretrial order issued by this Court.

21. A Party may request in writing to the other Party that the designation given to any

DESIGNATED MATERIAL be modified or withdrawn. If the designating Party does not 

agree to redesignation within ten (10) days of receipt of the written request, the requesting 

Party may apply to the Court for relief. Upon any such application to the Court, the burden 

shall be on the designating Party to show why its classification is proper. Such application 

shall be treated procedurally as a motion to compel pursuant to Federal Rules of Civil 

Procedure 37, subject to the Rule’s provisions relating to sanctions. In making such 

application, the requirements of the Federal Rules of Civil Procedure and the Local Rules 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 17 of 28 PageID #: 1192
18

of the Court shall be met. Pending the Court’s determination of the application, the 

designation of the designating Party shall be maintained.

22. Each outside consultant or expert to whom DESIGNATED MATERIAL is disclosed in 

accordance with the terms of this Order shall be advised by counsel of the terms of this 

Order, shall be informed that he or she is subject to the terms and conditions of this Order, 

and shall sign an acknowledgment that he or she has received a copy of, has read, and has 

agreed to be bound by this Order. A copy of the acknowledgment form is attached as 

Appendix A.

23. To the extent that any discovery is taken of persons who are not Parties to this Action 

(“Third Parties”) and in the event that such Third Parties contended the discovery sought

involves trade secrets, confidential business information, or other proprietary information, 

then such Third Parties may agree to be bound by this Order.

24. To the extent that discovery or testimony is taken of Third Parties, the Third Parties may 

designate as “CONFIDENTIAL,” “RESTRICTED -- ATTORNEYS’ EYES ONLY,” or 

“RESTRICTED CONFIDENTIAL SOURCE CODE” any documents, information or 

other material, in whole or in part, produced or given by such Third Parties. The Third

Parties shall have ten (10) days after production of such documents, information or other

materials to make such a designation. Until that time period lapses or until such a

designation has been made, whichever occurs sooner, all documents, information or other

material so produced or given shall be treated as “RESTRICTED – ATTORNEYS’ EYES 

ONLY” in accordance with this Order.

25. The provisions of this Order shall continue to be binding after final termination of this case 

until a Producing Party agrees otherwise in writing or a court order otherwise directs. Within 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 18 of 28 PageID #: 1193
19

thirty (30) days of final termination of this Action, including any appeals, all DESIGNATED 

MATERIAL, including all copies, duplicates, abstracts, indexes, summaries, descriptions, 

and excerpts or extracts thereof (excluding excerpts or extracts incorporated into any 

privileged memoranda of the Parties and materials which have been admitted into evidence 

in this Action), shall at the producing Party’s election either be returned to the producing 

Party or be destroyed. The receiving Party shall verify the return or destruction by affidavit 

furnished to the producing Party, upon the producing Party’s request. Notwithstanding the 

foregoing, outside counsel of record shall be entitled to maintain copies of all pleadings and 

trial briefs, including all supporting and opposition papers and exhibits thereto, which refers 

or is related to any Protected Material for archival purposes only. Any such archived copies 

that contain or constitute Protected Material remain subject to this Order and shall be 

maintained in confidence by outside counsel for the Party retaining the materials. This 

provision does not apply to the Court, including court personnel and the Court’s reporter. 

Any destruction obligations under this Protective Order shall not apply to electronicallystored information in archival form stored on backup tapes or computer servers that are 

created only for disaster recovery purposes, provided that such electronic archives are not 

used as reference materials for a receiving Party’s business operations.

26. The failure to designate documents, information or material in accordance with this Order 

and the failure to object to a designation at a given time shall not preclude the filing of a 

motion at a later date seeking to impose such designation or challenging the propriety 

thereof. The entry of this Order and/or the production of documents, information and 

material hereunder shall in no way constitute a waiver of any objection to the furnishing 

thereof, all such objections being hereby preserved.

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 19 of 28 PageID #: 1194
20

27. Any Party knowing or believing that any other party is in violation of or intends to violate 

this Order and has raised the question of violation or potential violation with the opposing 

party and has been unable to resolve the matter by agreement may move the Court for such

relief as may be appropriate in the circumstances. Pending disposition of the motion by the 

Court, the Party alleged to be in violation of or intending to violate this Order shall 

discontinue the performance of and/or shall not undertake the further performance of any 

action alleged to constitute a violation of this Order.

28. Production of DESIGNATED MATERIAL by each of the Parties shall not be deemed a 

publication of the documents, information and material (or the contents thereof) produced 

so asto void or make voidable whatever claim the Parties may have asto the proprietary and 

confidential nature of the documents, information or other material or its contents.

29. Nothing in this Order shall be construed to effect an abrogation, waiver or limitation of any 

kind on the rights of each of the Parties to assert any applicable discovery or trial privilege.

30. No Defendant Group or future intervenor is required to produce its Protected Material to 

any other Defendant Group or intervenor, or to any other Defendant Group’s or 

intervenor’s counsel, but nothing in this Order shall preclude such production. Nothing in 

this paragraph limits Plaintiff’s ability to request that a certain document be produced by 

one or more Parties in one or more cases, as necessary. Notwithstanding the provisions of 

this Protective Order, Plaintiff shall not disclose one Defendant Group’s or intervenor’s 

Protected Material to any other Defendant Group or intervenor through Court filings, oral 

argument in Court, expert reports, deposition, discovery requests, discovery responses, or 

any other means, except upon compliance with Paragraph 4.

31. The Parties agree to meet and confer prior to the pretrial conference to negotiate a proposal 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 20 of 28 PageID #: 1195
21

for treatment of Protected Material at trial to be submitted for approval by the Court. In 

addition, the Parties will not oppose any request by the Producing Party that the courtroom 

should be sealed, if allowed by the Court, during the presentation of any testimony relating 

to or involving the use of any Protected Material. 

32. In the event of any disclosure of Protected Material other than in a manner authorized by 

this Protective Order, including any unintentional or inadvertent disclosure, the Party 

responsible for having made such disclosure, and each Party with knowledge thereof, shall 

immediately notify counsel for the Producing Party and provide to such counsel all known 

relevant information concerning the nature and circumstances of the disclosure. The 

responsible disclosing Party shall also make every effort to further prevent unauthorized 

disclosure, including retrieving all copies of the Protected Information from the 

recipient(s) thereof, and securing the agreement of the recipients not to further disseminate 

the Protected Material in any form. Compliance with the foregoing shall not prevent the 

Producing Party from seeking further relief from the Court. Unauthorized or inadvertent 

disclosure does not change the status of Protected Material or waive the right to hold the 

disclosed document or information as Protected.

33. Each of the Partiesshall also retain the right to file a motion with the Court (a) to modify this 

Order to allow disclosure of DESIGNATED MATERIAL to additional persons or entities 

if reasonably necessary to prepare and present this Action and (b) to apply for additional 

protection of DESIGNATED MATERIAL.

34. If at any time Protected Material in any form is subpoenaed by any court, arbitral, 

administrative or legislative body, or are otherwise requested in discovery, the person or 

entity to whom the subpoena or other request is directed shall immediately (a) notify in 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 21 of 28 PageID #: 1196
22

writing the person or entity who caused the subpoena or other request to issue that some 

or all of the material covered by the subpoena or request is subject to a Protective Order 

and include a copy of this Order with such notice, (b) give written notice thereof to every 

Party or nonparty, and their counsel, who has produced such documents and include a 

copy of the subpoena or request with such notice, and (c) provide each such Producing 

Party or nonparty with an opportunity to object to the production of such documents. The 

person or entity to whom the subpoena or other request is directed shall not take any 

position concerning the propriety of such request or subpoena or the discoverability of the 

information sought thereby that is adverse to any Producing Party or producing nonparty 

opposing the request for production of such documents or materials. If a Producing Party 

or nonparty does not take steps to prevent disclosure of such documents within ten (10)

business days of the date written notice is given, the Party to whom the referenced 

subpoena is directed may produce such documents in response thereto, but shall take all 

reasonable measures to have such documents treated in accordance with terms of this 

Protective Order.

35. This Order is not a waiver of any applicable privilege or any objection that might be raised 

as to a discovery request or the admissibility of evidence. Nothing in this Protective Order 

shall be construed to prevent counsel from advising their clients with respect to this case 

based in whole or in part upon Protected Information, provided counsel does not disclose 

the Protected Information itself except as provided in this Order.

36. The United States District Court for the Eastern District of Texas is responsible for the 

interpretation and enforcement of this Agreed Protective Order. After termination of this 

litigation, the provisions of this Agreed Protective Order shall continue to be binding 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 22 of 28 PageID #: 1197
23

except with respect to those documents and information that become a matter of public 

record. This Court retains and shall have continuing jurisdiction over the Parties and 

recipients of the Protected Information for enforcement of the provision of this Agreed 

Protective Order following termination of this litigation. All disputes concerning Protected 

Information produced under the protection of this Agreed Protective Order shall be 

resolved by the United States District Court for the Eastern District of Texas. In the event 

anyone shall violate or threaten to violate the terms of this Protective Order, the aggrieved 

designating Party may immediately apply to obtain injunctive relief against any such 

person violating or threatening to violate any of the terms of this Protective Order.

37. This Protective Order shall be binding upon the Parties and their attorneys, successors, 

executors, personal representative, administrators, heirs, legal representatives, assigns, 

subsidiaries, divisions, employees, agents, independent contractors, or other persons or 

organizations over which they have control.

38. Information Designated “PROTECTED PERSONAL DATA”: For purposes of this 

Order, “PROTECTED PERSONAL DATA” shall refer to any information relating to an 

identified or identifiable natural person, that a party or non-party believes in good faith to 

be subject to European Union data protection laws, including but not limited to Regulation 

(EU) 2016/679 of the European Parliament and of the Council (the “GDPR”). All 

PROTECTED PERSONAL DATA produced or generated in this case shall be used solely 

for the prosecution or defense (including any appeal therefrom) of this litigation, and shall 

not be used for any other purpose. PROTECTED PERSONAL DATA shall be processed 

in accordance with applicable data protection laws, such as the GDPR.

39. The Parties agree to comply with all export control laws or regulations with respect to the 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 23 of 28 PageID #: 1198
24

treatment of Protected Material.

40. The Producing Party may redact PROTECTED PERSONAL DATA: (i) if the 

PROTECTED PERSONAL DATA is not responsive to the Receiving Party’s discovery 

request; (ii) if the Parties have agreed that the Producing Party need not produce this 

PROTECTED PERSONAL DATA, unless the disclosure of such PROTECTED 

PERSONAL DATA is strictly relevant to this litigation.

41. If the Receiving Party learns that, by inadvertence or otherwise, it has disclosed 

PROTECTED PERSONAL DATA to any person not authorized herein, the Receiving 

Party must without undue delay and not later than within 48 hours notify the Producing 

Party of the unauthorized disclosure.

42. If the disclosure of PROTECTED PERSONAL DATA to the Receiving Party leads to a 

transfer of personal data from a country in the EU/EEA to a country outside the EU/EEA, 

the Producing Party and the Receiving Party (and any additional receiving PROTECTED 

PERSONAL DATA) shall enter into the standard contractual clauses for the transfer of 

personal data to third countries pursuant to Regulation (EU) 2016/679 of the European 

Parliament and of the Council adopted by the EU Commission on 4 June 2021 (Module 

One: Transfer controller to controller) (implementing decision (EU) 2021/914), prior to 

any disclosure, in which case the Receiving Party must at all times handle the 

PROTECTED PERSONAL DATA in compliance with the terms of such standard 

contractual clauses.

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 24 of 28 PageID #: 1199
____________________________________

RODNEY GILSTRAP

UNITED STATES DISTRICT JUDGE So ORDERED and SIGNED this 8th day of May, 2024.

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 25 of 28 PageID #: 1200
CONFIDENTIAL

1

UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

PEGASUS WIRELESS INNOVATION

LLC,

Plaintiff,

v.

CELLCO PARTNERSHIP d/b/a 

VERIZON WIRELESS et al.,

 Defendants.

§

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00640-JRG

(Lead Case)

CELLCO PARTNERSHIP d/b/a 

VERIZON WIRELESS,

Counterclaim-Plaintiff,

v.

PEGASUS WIRELESS INNOVATION

LLC and KT CORPORATION,

 Counterclaim-Defendants.

§

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00640-JRG

(Lead Case)

PEGASUS WIRELESS INNOVATION

LLC,

Plaintiff,

v.

AT&T CORP. et al.,

 Defendants.

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00638-JRG

(Member Case)

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 26 of 28 PageID #: 1201
CONFIDENTIAL

2

NEW CINGULAR WIRELESS PCS, LLC,

Counterclaim-Plaintiff,

v.

PEGASUS WIRELESS INNOVATION

LLC and KT CORPORATION,

 Counterclaim-Defendants.

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00638-JRG

(Member Case)

PEGASUS WIRELESS INNOVATION

LLC,

Plaintiff,

v.

T-MOBILE USA, INC. et al.,

 Defendants.

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00639-JRG

(Member Case)

T-MOBILE USA, INC.,

Counterclaim-Plaintiff,

v.

PEGASUS WIRELESS INNOVATION

LLC and KT CORPORATION,

 Counterclaim-Defendants.

§

§

§

§

§

§

§

§

§

§

Case No. 2:23-cv-00639-JRG

(Member Case)

APPENDIX A

UNDERTAKING OF EXPERTS OR CONSULTANTS REGARDING 

PROTECTIVE ORDER

I, ___________________________________________, declare that:

1. My address is _________________________________________________________. 

My current employer is _________________________________________________. 

My current occupation is ________________________________________________.

2. I have received a copy of the Protective Order in this action. I have carefully read and 

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 27 of 28 PageID #: 1202
CONFIDENTIAL

3

understand the provisions of the Protective Order.

3. I will comply with all of the provisions of the Protective Order. I will hold in confidence, 

will not disclose to anyone not qualified under the Protective Order, and will use only for 

purposes of this action any information designated as “CONFIDENTIAL,” 

“RESTRICTED -- ATTORNEYS’ EYES ONLY,” or “RESTRICTED CONFIDENTIAL 

SOURCE CODE” that is disclosed to me.

4. Promptly upon termination of these actions, I will return all documents and things 

designated as “CONFIDENTIAL,” “RESTRICTED -- ATTORNEYS’ EYES ONLY,” 

or “RESTRICTED CONFIDENTIAL SOURCE CODE” that came into my possession, 

and all documents and things that I have prepared relating thereto, to the outside counsel 

for the party by whom I am employed.

5. I hereby submit to the jurisdiction of this Court for the purpose of enforcement of the

Protective Order in this action.

I declare under penalty of perjury that the foregoing is true and correct.

Signature ________________________________________

Date ____________________________________________

Case 2:23-cv-00640-JRG Document 70 Filed 05/09/24 Page 28 of 28 PageID #: 1203