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Full title: Motion to File a Document Under Seal Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a) and 107(b) for Entry of an Order Authorizing the Debtors to File Documents Under Seal. (Attachments: # 1 Exhibit A - Proposed Order) Filed by Debtor Wave Computing, Inc. (Miller, Jeri) (Entered: 01/09/2021)

Document posted on Jan 8, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

27 1 The Debtors in these chapter 11 cases are Wave Com puting, Inc., MIPS Tech, Inc., Hellosoft, IWave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and M Proced5 (the “Bankruptcy Rules”) and Civil Local Rule 79-5 for the Northern District of California,6 incorporated into Rule 1001-2(a) of the Bankruptcy Local Rules for the Northern District of Califor7 (the “Bankruptcy Local Rules”), for entry of an order authorizing the Debtors to file under seal the8 Debtors’ Reply to the Objection of CIP United Co. Ltd. to Assumption Cure Amounts andSchedule for Licensed M15 Technology, the MIPS Technology Schedule for License of MIPS ArchitectureEach of the Sea23 Documents contain confidential commercial information regarding the provision of certain produ24 services, and other licensed technology as set out in the Master Technology License Agreement 25 MIPS Architecture and MIPS Core (the “MTLA”), effective as of December 29, 2018, by and betw26 MIPS Tech, LLC (“MIPS”) andNotice of this Motion has been provided by email, facsimile, or overnight courier to: (i) 3 Office of the U.S. Trustee (Attn: Jason Blumberg, Esq. and Jason B. Shorter, Esq.); (ii) counsel 4 the DIP Agent and DIP Lender; (iii) counsel for the Committee; (iv) counsel for CIP/Prestige; and5 and those persons who have formally appeared in these Chapter 11 Cases and requested serv6 pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”).

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1 SIDLEY AUSTIN LLP Samuel A. Newman (SBN 217042) 2 (sam.newman@sidley.com) Genevieve G. Weiner (SBN 254272) 3 (gweiner@sidley.com) Julia Philips Roth (SBN 324987) 4 (julia.roth@sidley.com) 555 West Fifth Street 5 Los Angeles, CA 90013 Telephone: 213.896.6000 6 Facsimile: 213.896.6600 7 SIDLEY AUSTIN LLP Charles M. Persons (admitted pro hac vice) 8 (cpersons@sidley.com) Juliana Hoffman (admitted pro hac vice) 9 (jhoffman@sidley.com) Jeri Leigh Miller (admitted pro hac vice) 10 (jeri.miller@sidley.com) 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 In re: ) Case No. 20-50682 (MEH) 18 ) WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) 19 ) Debtors.1 ) MOTION OF DEBTORS PURSUANT T 20 ) 11 U.S.C. §§ 105(a) AND 107(b) FOR ) ENTRY OF AN ORDER AUTHORIZIN 21 ) THE DEBTORS TO FILE DOCUMENT ) UNDER SEAL 22 ) ) Related to Docket Nos. 1015, 1016, & 1017 23 ) ) [No Hearing Requested] 24 ) 25 ) 26 27 1 The Debtors in these chapter 11 cases are Wave Com puting, Inc., MIPS Tech, Inc., Hellosoft, IWave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and M

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1 Wave Computing, Inc. (“Wave”) and its debtor affiliates, as debtors and debtors in possess2 (collectively, the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), sub3 this motion (this “Motion”), pursuant to sections 105(a) and 107(b) of title 11 of the United St4 Code (the “Bankruptcy Code”) Rule 9018 of the Federal Rules of Bankruptcy Proced5 (the “Bankruptcy Rules”) and Civil Local Rule 79-5 for the Northern District of California,6 incorporated into Rule 1001-2(a) of the Bankruptcy Local Rules for the Northern District of Califor7 (the “Bankruptcy Local Rules”), for entry of an order authorizing the Debtors to file under seal the8 Debtors’ Reply to the Objection of CIP United Co. Ltd. to Assumption Cure Amounts and Assuran9 of Adequate Performance [Docket No. 1015]; (ii) Debtors’ Omnibus Reply to the Responses of 10 United Co. Ltd. and Prestige Century Investments Limited to Objections to Proofs of Claim Nos. 11 57, 58, & 59 [Docket No. 1016]; (iii) Declaration of Don Smith in Support of Debtors’ Replies to 12 United Co. Ltd. and Prestige Century Investments Limited [Docket No. 1017]; and (iv) the lice13 agreement documents, including the Master Technology License Agreement for MIPS Architect14 and MIPS Cores, the MIPS Architecture and Core Technology Schedule for Licensed M15 Technology, the MIPS Technology Schedule for License of MIPS Architecture Compatible Cores 16 Sublicensing Licensed MIPS Cores, and each of the amendments and amendments and restatem17 relating thereto (collectively, the “Sealed Documents”). 18 In support of this Motion, the Debtors submit the Declaration of Lawrence R. Perkins19 Support of Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a) and 107(b) for Entry of an Or20 Authorizing the Debtors to File Documents Under (the “Sealing Declaration”), fi21 contemporaneously herewith. 22 A proposed form of order granting the relief requested herein (the “Order’) is attached her23 as Exhibit A. The redacted form of the Sealed Documents have been filed at Docket Nos. 124 through 1017. 25 26 27

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1 MEMORANDUM OF POINTS AND AUTHORITIES 2 I. JURISDICTION 3 The United States Bankruptcy Court for the Northern District of California (this “Court”) 4 jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334, the Order Referr5 Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. Cal.), 6 Bankruptcy Local Rule 5011-1(a). This is a core proceeding pursuant to 28 U.S.C. § 157(b). Ve7 is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 8 II. BACKGROUND 9 On April 27, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition for re10 under the Bankruptcy Code in this Court. The Debtors continue to operate their business and man11 their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankrup12 Code. No party has requested the appointment of a trustee or examiner in these Chapter 11 Cases. 13 Official Committee of Unsecured Creditors (the “Committee”) was appointed on May 18, 2020. 14 Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only pursuan15 Bankruptcy Rule 1015(b). 16 Additional information regarding the Debtors’ business, capital structure, and 17 circumstances preceding the Petition Date may be found in Declaration of Lawrence Perkins18 Support of the Debtors’ Chapter 11 Petitions and First Day Pleadings (the “First Day Declaratio19 [Dkt. No. 16], which is incorporated herein by reference. 20 III. RELIEF REQUESTED 21 By this Motion, the Debtors respectfully request authorization, pursuant to sections 105(a) 22 107(b) of the Bankruptcy Code, to file under seal each of the Sealed Documents. Each of the Sea23 Documents contain confidential commercial information regarding the provision of certain produ24 services, and other licensed technology as set out in the Master Technology License Agreement 25 MIPS Architecture and MIPS Core (the “MTLA”), effective as of December 29, 2018, by and betw26 MIPS Tech, LLC (“MIPS”) and CIP United Co. Ltd. (“CIP”), including all attachments, schedu27 and amendments thereto (collectively, the “License Agreements”). The License Agreements furt

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1 contain a confidentiality provision that prohibits the disclosure of the specific terms of such Licens2 Agreements.2 3 The Seal Documents are intended for the Court and the Office of the United States Trus4 alone. Revealing the confidential terms of the License Agreements would not only violate 5 confidentiality provisions contained therein, but could also open the Debtors to potential liability 6 breach of confidentiality. 7 IV. BASIS FOR RELIEF REQUESTED 8 Section 107(b) of the Bankruptcy Code, as applied through section 105(a), protects agai9 disclosure certain confidential information, including “confidential research, development, 10 commercial information.”3 Section 105(a) then empowers a court to “issue any order . . . tha11 necessary or appropriate to carry out the provisions of this title.” 12 Parsing the language of section 107(b), courts have emphasized that once a court determi13 that information falls within one of the enumerated categories, the court “is required to protect [14 movant] and has no discretion to deny the application.”4 Moreover, a movant is not required15 demonstrate “good cause” to be entitled to the relief offered by section 107(b).5 16 Public disclosure of the confidential commercial information contained in the Lice17 Agreements could disrupt the Debtors’ future licensing negotiations and cause compensable har18 CIP and/or Prestige Century Investments Limited (“Prestige”), the corporate parent of 19 Additionally, disclosure violates the terms of the confidentiality provision in the License Agreeme20 creating a potential cause of action that could be levied against MIPS and reduce creditor recove21 in these Chapter 11 Cases. Accordingly, the Court should grant the relief requested herein and per22 the Debtors to file under seal each of the Sealed Documents. 23 24 2 Nonetheless, to the extent necessary for the Court to adjudge the merits of the CIP Claim Objectand/or to determine the amount of Claims asserted in Proofs of Claim Nos. 56 and 57, such Lice25 Agreements will be made available to the Court for in-camera review. 3 See also Fed. R. Bankr. P. 9018(1) (a court may make an order to “protect the estate or any entit26 respect of a trade secret or other confidential research, development, or commercial information.”27 4 In re Orion Pictures Corp., 21 F.3d 24, 27 (2d Cir. 1994) (emphasis in original).

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1 V. NOTICE 2 Notice of this Motion has been provided by email, facsimile, or overnight courier to: (i) 3 Office of the U.S. Trustee (Attn: Jason Blumberg, Esq. and Jason B. Shorter, Esq.); (ii) counsel 4 the DIP Agent and DIP Lender; (iii) counsel for the Committee; (iv) counsel for CIP/Prestige; and5 and those persons who have formally appeared in these Chapter 11 Cases and requested serv6 pursuant to Bankruptcy Rule 2002 (collectively, the “Notice Parties”). The Debtors submit that,7 light of the nature of the relief requested, no other or further notice is required. 8 No prior request for the relief sought in this Motion has been made by the Debtors to thi9 any other court. 10 WHEREFORE, the Debtors respectfully request entry of the Order, substantially in the f11 attached hereto as Exhibit A granting the relief requested herein and such other and further relie12 the Court may deem just and appropriate. 13 14 Dated: January 9, 2021 15 SIDLEY AUSTIN LLP 16 17 /s/ Jeri Leigh Miller Samuel A. Newman 18 Charles M. Persons Jeri Leigh Miller 19 20 Attorneys for Debtors and Debtors in Possession 21 22 23 24 25 26 27