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Full title: Declaration of Sanjai Kohli in support of Declaration of Sanjai Kohli in Support of the Debtors' Replies to CIP United Co. Ltd. and Prestige Investments Limited (RE: related document(s)727 Opposition Brief/Memorandum, 728 Opposition Brief/Memorandum, 1004 Objection, 1015 Reply, 1016 Reply). Filed by Debtor Wave Computing, Inc. (Attachments: # 1 Exhibit 1 # 2 Exhibit 2) (Miller, Jeri) (Entered: 01/08/2021)

Document posted on Jan 7, 2021 in the bankruptcy, 7 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Agreem26 for MIPS Architecture and MIPS Core (the “MTLA”), the Debtors had the right to hire a third-p27 intellectual property security auditing firm for the purpose of examining and auditing the CIP Entit1 intellectual property security procedures, equipment, and mechanisms to ensure protection of 2 deliverables and confidential information provided. 9 connection with that initiative, the Debtors offered free downloads of MIPS Open compone10 including MIPS architecture, cores, tools, IDE, simulators, FPGA packages, and/or software cod11 parties in China with the idea that the free download would then encourage the party to license 12 software from the Debtors’ exclusive licensee in that territory (i.e., the CIP Entities). Based on conversations with my employees, it is my understanding that the MIPS O16 initiative cost the Debtors approximately $1 million a year to maintain and support, including the 17 for tool development, special software development, and provision of support services to users. 18 return, the Debtors hoped at best to generate any revenue three years into the MIPS Open initiat19 through the licensing of an upgraded core to MIPS Open users.No requ2 for certification or objections to the termination of the MIPS Open initiative were ever received fr3 any MIPS Open members.

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SIDLEY AUSTIN LLP 1 Samuel A. Newman (SBN 217042) (sam.newman@sidley.com) 2 Genevieve G. Weiner (SBN 254272) (gweiner@sidley.com) 3 Julia Philips Roth (SBN 324987) (julia.roth@sidley.com) 4 555 West Fifth Street Los Angeles, CA 90013 5 Telephone: 213.896.6000 Facsimile: 213.896.6600 6 SIDLEY AUSTIN LLP 7 Charles M. Persons (admitted pro hac vice) (cpersons@sidley.com) 8 Juliana Hoffman (admitted pro hac vice) (jhoffman@sidley.com) 9 Jeri Leigh Miller (admitted pro hac vice) (jeri.miller@sidley.com) 10 2021 McKinney Avenue Suite 2000 11 Dallas, TX 75201 Telephone: 214.981.3300 12 Facsimile: 214.981.3400 13 Attorneys for Debtors and Debtors in Possession 14 UNITED STATES BANKRUPTCY COURT 15 NORTHERN DISTRICT OF CALIFORNIA 16 SAN JOSE DIVISION 17 18 In re: ) Case No. 20-50682 (MEH) ) 19 WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) ) DECLARATION OF SANJAI KOHLI I 20 Debtors.1 ) SUPPORT OF THE DEBTORS’ REPLI ) TO CIP UNITED CO. LTD. AND 21 ) PRESTIGE INVESTMENTS LIMITED ) 22 Related to Docket Nos 727, 728, 1004 ) ) Date: January 15, 2021 23 ) Time: 10:15 a.m. (Pacific Time) Ctrm: Videoconference ) 24 Judge: Honorable M. Elaine Hammond ) Courtroom 11, 280 South First St. ) 25 San Jose, CA 95113-3099 ) 26 1 The Debtors in these chapter 11 cases are: Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, I27

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I, Sanjai Kohli, being duly sworn, state the following under penalty of perjury: 1 1. I am over the age of 18 years and am authorized to submit this Declaration. If I w2 called upon to testify, I could and would competently testify to the facts set forth herein. 3 2. I am the Chief Executive Officer at Wave Computing, Inc. (“Wave”) and its affilia4 debtors and debtors in possession in the above-captioned chapter 11 cases (collectiv5 the “Debtors”). 6 3. I submit this declaration (the “Declaration”) in support of the Debtors’ Omnibus Re7 to Objection to Proofs of Claim Nos. 56, 57, 58, & 59 Filed by CIP United Co. Ltd. And Prest8 Century Investments Limited [Docket No. 1016] (the “Claims Objection Reply”) and the Debt9 Reply to the Objections of CIP United Co. Ltd. to Assumption Cure Amounts and Assurances10 Adequate Performance [Docket No. 1015] (the “Cure Objection Reply”), each of which are fi11 concurrently herewith. This declaration is meant to supplement the declaration I submitted on Octo12 21, 2020 in support of the Debtors’ objection to Proofs of Claim Nos. 56 and 57 filed by CIP Uni13 Co. Ltd. [Docket No. 646] and such earlier declaration is incorporated herein by reference. 14 4. I hereby declare that the information contained in the Claims Objection Reply and 15 Cure Objection Reply is correct and accurate to the best of my knowledge. 16 IP Security Audit 17 5. I was hired by Wave in September of 2019. Shortly after being hired by the comp18 I was made aware of the need to update the Debtors’ security measures across the board. Specifica19 I was informed that there had been a theft of IP by an employee in our Shanghai office, that the Fed20 Bureau of Investigation had been involved in the investigation of the theft, and that such emplo21 was considering leaving Wave to go work for one of Wave’s licensees. 22 6. The Federal Bureau of Investigations spoke with me a couple of weeks following 23 start date, with most of the conversation focused on questions regarding whether the Debtors 24 proper security measures and protocols in place in China to protect their IP. I informed the Bur25 verbally that the Debtors planned to exit the China market, turning over all licensing responsibili26 to CIP as licensee. The Bureau then asked me in conversation for information regarding the secu27

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audit procedures in place at CIP, noting that I personally could be liable (in addition to liability fa1 by the company) if such measures failed to prevent the theft, leakage, or other unauthorized acces2 the IP. I responded that company engineers had been involved in the creation of the initial a3 questionnaire provided to CIP. The Bureau then informed me verbally that this was likely insuffici4 and a professional third-party audit firm should be hired so that the Debtors and myself would ha5 paper trail in the event of an investigation or lawsuit. I communicated this recommendation to Wav6 Board of Directors. 7 7. Additionally, and as part of my role in getting up to speed with my new positio8 reviewed several of the license agreements that Wave or one of its affiliates had with various licens9 In so reviewing, I noted that the license agreement with CIP provided for the completion of an10 security audit. I inquired amongst the company as to whether such audit had been completed, wh11 covered, and who remained responsible for ensuring compliance on a go-forward basis, but recei12 incomplete responses from my employees. I communicated my concerns regarding these incompl13 responses separately to Desi Banatao. 14 8. Wave’s Board of Directors hired FTI Consulting (“FTI”), a third-party professiona15 security audit firm who I understand regularly completes security audits in China for U.S. compa16 to ensure compliance with both Chinese and U.S. law. FTI created the IT Security Risk Assessm17 Form (the “IP Security Audit”), which could then be provided to licensees in countries such as Ch18 to ensure the licensed technology was not stolen, leaked, obtained through breach, or otherwise u19 in a manner that would violate U.S. regulations or law. 20 9. It is my understanding that Mr. Banatao provided the FTI-created IP Security Audi21 the CIP Entities on or around late September or early August of 2019. The CIP Entities respon22 negatively, asserting that the IP Security Audit was too onerous to complete and other23 unnecessary. 24 10. At this time it is my understanding that Mr. Banatao pointed the CIP Entities to 25 license agreements, stating that based on Section 10.4 of the Master Technology License Agreem26 for MIPS Architecture and MIPS Core (the “MTLA”), the Debtors had the right to hire a third-p27

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intellectual property security auditing firm for the purpose of examining and auditing the CIP Entit1 intellectual property security procedures, equipment, and mechanisms to ensure protection of 2 deliverables and confidential information provided. I was also informed that Mr. Banatao reitera3 that delivery of all deliverables under the MTLA and related technology schedules was preconditio4 on the Debtors’ determination that the CIP Entities had satisfied Section 10.4.2 It is my understand5 that the CIP Entities failed to provide Mr. Banatao with a suggested mark-up of the IP Security A6 or otherwise engaged in a manner meant to consensually resolve the issue. 7 11. Based on my conversations with Mr. Banatao, it is my understanding that the 8 Entities believe the general questionnaire and certification attached as Exhibit G to the MTL9 sufficient to satisfy all intellectual property audit rights and certifications under Section 10.4 of 10 MTLA. A true and correct copy of Exhibit G to the MTLA is attached hereto as Exhibit 1. 11 12. The document at Exhibit 1 includes only three questions relating to cyber secur12 incident response, and electronic data loss policy. Those questions are: (1) whether the licensee h13 cyber security policy; (2) whether the licensee has an incident response plan; and (3) whether 14 licensee has an electronic data loss policy. Neither descriptions of nor copies of the referenced pl15 or policies are required; the form requires only a simple check of yes or no. 16 13. Based on my conversations with the Federal Bureau of Investigations, it is 17 understanding that the document at Exhibit 1 is insufficient to protect the Debtors or myself fr18 potential lawsuits or liability in the event allegations are raised that the Debtors have violated U.S. 19 or regulations. 20 14. Given that compliance with Section 10.4 is a precondition to the Debtors’ obligatio21 deliver items under the MTLA and related agreements, I instructed the Debtors to refrain fr22 providing the CIP Entities with further downloads until the IP security audit issue had been address23 At the time of my instruction, the CIP Entities had already downloaded the full suite of delivera24 listed in Exhibit B to the MIPS Architecture and Core Technology Schedule for Licensed M25 Technology (the “Architecture-Core Technology Schedule”). Additionally, based on 26 2 My understanding of the MTLA is based on my review and analysis of the MTLA and rela27

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conversations with my employees and review of the electronic customer support portal, it is 1 understanding that all service and maintenance support has continued to be provided in accorda2 with Exhibit A to the Architecture-Core Technology Schedule. Thus, the only deliverables affec3 by the ongoing IP security audit issue are those relating to extra downloads or support mater4 requested by the CIP Entities but not specifically outlined in the MTLA or Architecture-C5 Technology Schedule. 6 MIPS Open Initiative 7 15. Based on my review of the Debtors’ records, it is my understanding that the Debt8 were at one time engaged in a marketing / promotion program known as the MIPS Open Initiative. 9 connection with that initiative, the Debtors offered free downloads of MIPS Open compone10 including MIPS architecture, cores, tools, IDE, simulators, FPGA packages, and/or software cod11 parties in China with the idea that the free download would then encourage the party to license 12 software from the Debtors’ exclusive licensee in that territory (i.e., the CIP Entities). 13 16. After being hired, I reviewed the Debtors’ ongoing agreements, programs, 14 initiatives, including the MIPS Open initiative, to determine what cost-cutting measures could be 15 in place. Based on conversations with my employees, it is my understanding that the MIPS O16 initiative cost the Debtors approximately $1 million a year to maintain and support, including the 17 for tool development, special software development, and provision of support services to users. 18 return, the Debtors hoped at best to generate any revenue three years into the MIPS Open initiat19 through the licensing of an upgraded core to MIPS Open users. It was my understanding that 20 future revenue was tenuous at best given the clear momentum that RISC-V had in the Chinese mar21 and among MIPS Open users. At this time RISC-V had a much larger presence in China and far m22 users than anything offered through the MIPS Open initiative. 23 17. Given the cost and relatively low likelihood of profit relating to the MIPS O24 initiative, I suggested the program be terminated. At my request a termination letter was provide25 each MIPS Open member who had downloaded the free software, noting that party’s right to conti26 using such software but stating that the Debtors would no longer provide support. The let27

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additionally provided each party with a thirty-day deadline to request certification of its download 1 offered to return the membership fee paid by the party in connection with MIPS Open. No requ2 for certification or objections to the termination of the MIPS Open initiative were ever received fr3 any MIPS Open members. A true and correct copy of the letter sent to each MIPS Open membe4 attached hereto as Exhibit 2. 5 18. At the time of termination, the Debtors were responsible for all expenses relatin6 support, maintenance, and development of the MIPS Open software. The Debtors were 7 responsible, through the termination letter, for any requested refund of membership fees. I am 8 aware of any expense responsibilities or reimbursement obligations of the CIP Entities relating to 9 MIPS Open initiative at the time of the Debtors’ termination. 10 // 11 // 12 // 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is t1 and correct to the best of my knowledge and belief. 2 3 Dated: January 8, 2021 Respectfully submitted, 4 Santa Clara, CA 5 /s/ Sanjai Kohli 6 Sanjai Kohli Chief Executive Officer 7 Wave Computing, Inc. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27