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1 QUINN EMANUEL URQUHART & SULLIVAN, LLP

Claude M. Stern (Bar No. 96737)


2 claudestern@quinnemanuel.com
Daniel C. Posner (Bar No. 232009)
3 danposner@quinnemanuel.com
Jordan R. Jaffe (Bar No. 254886)
4 jordanjaffe@quinnemanuel.com
John McCauley (Bar No. 274197)
5 johnmccauley@quinnemanuel.com
50 California Street, 22nd Floor
6 San Francisco, California 94111-4788
Telephone: (415) 875-6600
7 Facsimile: (415) 875-6700

8 Attorneys for PRIMER TECHNOLOGY, INC.

9 SUPERIOR COURT OF THE STATE OF CALIFORNIA

10 COUNTY OF SAN FRANCISCO

11

12 QUID, INC., a California Corporation, CASE NO. CGC-19-574788

13 Plaintiff, DECLARATION OF SEAN GOURLEY IN


SUPPORT OF PRIMER’S OPPOSITION
14 vs. TO QUID’S EX APPLICATION FOR
PRELIMINARY INJUNCTION AND
15 PRIMER TECHNOLOGY, INC.; SEAN RESPONSE TO ORDER TO SHOW
GOURLEY; AMY HEINEIKE; EMMANUEL CAUSE
16 YERA; DOES 1-10, inclusive,
Hearing Date: April 12, 2019
17 Defendant. Time: 1:30 p.m.
Dept.: 302
18 Judge: Hon. Ethan P. Schulman
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Trial Date: None Set
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DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY


09064-00001/10792867.1 INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE
1 I, Sean Gourley, declare as follows:

2 1. I make this declaration based on my personal, firsthand knowledge and, if called as


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a witness, I could and would testify competently to the facts set forth herein.
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I. Introduction/Background
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2. I am the founder and Chief Executive Officer of Defendant Primer Technology,
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Inc. (“Primer”). I hold a PhD in physics from Oxford University, which I attended on a Rhodes
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8 Scholarship. My PhD research focused on computational physics and networks and I was a Post-

9 Doctoral Research Fellow at the Said Business School at Oxford, working on computational

10 modeling and data analysis. I also hold a Masters Physics specializing in nanotechnology from the

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University of Canterbury. I also sit on the Board of Directors of Anadarko (NYSE: APC) and
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served as a member of the Knight Foundation Commission on Truth, Media and Democracy.
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3. I have published multiple scientific papers on network theory, agent based
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15 simulations and nanotechnology. During my PhD and Post-Doctoral research at Oxford, I built

16 systems to analyze the text data describing insurgent and terrorist attacks. I used these tools to

17 uncover and track the mathematical patterns within war zones and built simulations to help explain

18 the dynamics of an insurgency. I used these models to advise key decision makers within the
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Government, Military and NGO communities. The research pioneered the application of Big Data
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to global conflict analysis. The research was published on the cover of the Journal Nature.
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4. I was nominated twice for the World Technology Network Award in the IT/
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23 Software category for my work with Quid, and won the award in 2012. Two companies I have

24 founded or co-founded (Primer and Quid) have been recognized as Technology Pioneers by the

25 World Economic Forum.

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5. I am a frequent public speaker at events across the world on a broad range of topics
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including artificial intelligence and machine learning, and their applications within the military,
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1 government intelligence, financial markets, and media. I have been invited to address multiple

2 government agencies including USCENTCOM at the Pentagon and the UNODC at the United

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Nations. I am also a TED fellow and two-time TED Speaker, including a 2013 presentation
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demonstrating the Quid technology1.
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II. Introduction to Quid and Work at Quid as CTO
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6. In or around June 23, 2008, I was retained as a consultant to what was then called
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8 You Noodle, Inc. You Noodle, Inc.’s business was to create an interactive and social network-like

9 startup database, with algorithms to analyze and rate them2. My work focused on creating tools to

10 analyze different startups in order to predict their future growth trajectories. After several months

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of working with the company, YouNoodle Inc. hired me full-time as Director of Data Tools on
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January 11, 2009 .
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7. Based on my work and expertise with machine learning and visualizing networks,
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15 the company started a new business (Quid) in 2010 focused on utilizing these techniques for big

16 data analysis. I was named Chief Technology Officer and Co-Founder of this new business. The

17 new business at Quid focused on the data analysis and network visualization work that I had been

18 spearheading, whereas the original YouNoodle business broke off into a separate business.
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8. When Quid first launched it was in “stealth mode,” refining its technology before
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taking it to market. Quid exited “stealth mode” in or around the week of September 15, 2010.
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9. In my role as Chief Technology Officer at Quid, I was responsible for the product
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23 vision and software development, leading a team of approximately 20 engineers and data

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25

26
1
27 https://www.ted.com/talks/eric_berlow_and_sean_gourley_mapping_ideas_worth_spreading?lang
uage=en
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2
https://www.sfgate.com/business/article/YouNoodle-helps-startups-to-connect-3164595.php
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1 scientists. As was publicly acknowledged at the time3, the Quid product vision grew out of my

2 PhD research, and I provided a detailed description of the product, technology and techniques used

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in the Quid product to Harvard Business Review in March of 20114.
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10. On or around July 25th, 2011, Quid raised approximately $10 million in financing.
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Less than five months later (by December 2011), Quid had already spent a significant amount of
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the capital raised and was running out of cash. My understanding now and at the time was that the
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8 Board of Directors requested that Mr. Goodson revise his financial and operational plan in order to

9 allow the company to continue operating with the current cash available, and to report the

10 financials on a monthly basis to the Board of Directors to ensure improved cash management. Mr.

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Goodson presented this revised financial plan at the January 16, 2012 Board of Directors meeting.
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At or around the time of the January 16, 2012 board meeting, the Board of Directors made the
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decision to replace Mr. Goodson as CEO.
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15 11. The January 16, 2012 Board of Directors meeting also included a product

16 demonstration by me. Far from being an utter failure and not working, as alleged in Goodson

17 Declaration ⁋19, the demonstration showcased the “unprecedented amount of progress” my team

18 and I had made in the proceeding 9 months, as described by Mr. Goodson to Max Levchin, a Quid
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Board Member, the day prior.5 We had a working product that contained much of the analysis
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functionality and design the Quid platform maintains to this day. I publicly demonstrated the
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product approximately eight weeks later at an event in New York and a video of this
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6
23 demonstration is available online. As can be seen in the video, the product largely mirrors the

24 core functionality of the Quid product today, clearly works, and was far from a failure.

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26 “[Quid] grew out of Gourley’s Ph.D. research on the mathematics of war”


3

https://venturebeat.com/2011/11/28/quid-maps-technology-future/
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27 See Ex. A.
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See: Ex. B
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https://www.youtube.com/watch?v=KEx1MT8p2pU.
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1 12. By February 4, 2012, Kevin Freedman, who had been acting as an advisor to Quid,

2 was recruited and agreed to join as CEO under the condition that Quid raise $3 million in venture

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capital7. Mr. Goodson sought my help in seeking outside investors to participate in the fundraise,
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since “It would help move along existing investors if we have some outside money begging to
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come in.”8 Mr. Freedman was hired as CEO in or around March 2012, and Mr. Goodson was
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demoted to Chief Revenue Officer.
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8 13. I maintained my title as Chief Technology Officer and, sometime in 2012 after Mr.

9 Freedman was named CEO, I received a significant cash bonus and a salary increase. In October

10 2012, I was awarded the World Technology Network Award for IT/ Software for my work with

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Quid. In February 2013, Quid is named the second most innovative Big Data company in the
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world by Fast Company9. That same month, I presented the Quid software publicly at the 2013
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TED conference.10
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15 14. Tim Heath was hired in September 2012 to replace Jordan Miller and Jaime Herre.

16 He was not hired to replace me, as alleged in Goodson Declaration ⁋20. Rather, Tim managed the

17 day to day engineering operations, while I focused on product development, prototyping, and

18 educating the market about Quid and its product. I continued to lead these efforts through August
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2014. I received a further salary increase and additional equity grant around March 2014 and May
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2014, respectively.
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15. In or around October 2012, after working together for several months, I began to
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23 have doubts about Mr. Freedman’s ability as CEO of Quid, and I expressed my doubts to Charles

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25 7
See Ex. C.
8
26 Ibid.
9
https://www.fastcompany.com/most-innovative-companies/2013
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28 https://www.ted.com/talks/eric_berlow_and_sean_gourley_mapping_ideas_worth_spreading?lang
uage=en
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1 Lho (then Chairman of the Board) as early as October 9, 201211.

2 16. On June 13, 2014, I again raised strong concerns regarding Mr. Freedman and his
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performance as CEO to the chairman of Quid’s Board of Directors, Charles Lho, and urged that
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the Board take action to address the matter.
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17. Following this open criticism, Mr. Freedman then decided to terminate me in early
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August, 2014. Approximately eight weeks after terminating me, Quid’s Board of Directors
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8 terminated Mr. Freedman as CEO. Neville Crawley, previously Chief Operating Officer at Quid

9 since 2013, was subsequently named CEO in October 2014.

10 III. Transition out of Quid


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18. My departure from Quid was announced at an all-company meeting in mid-August
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2014, after which I ceased coming into the office. I entered into a Transition Agreement with Quid
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on August 22, 2014, which outlined my new role as “Adviser to the CEO” and stated that these
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15 “Transition Duties are not expected to require [my] daily attention or full-time attendance at the

16 office, and [I] may take time off from [my] Transition Duties to seek other employment.” It was
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17 understood that I would begin pursuing new projects during the transition period while continuing

18 to assist company with customer relationship and fundraising issues.


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19. As stated in Goodson Declaration ⁋22, “Freedman saw a role for Gourley in
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maintaining continuity until new investor funding, then under discussion, could be secured.” The
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company, Mr. Freedman, and later Mr. Crawley all wanted me to continue to help the company
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23 with customer relationships and fundraising, due to my public profile, its association with Quid,

24 and the large number of customer leads that were generated through my personal and professional

25 network.

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20. The Transition Agreement was the product of several discussions with Mr.
27
11
See Ex. D.
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12
Goodson Decl. Ex. E at [Section] 1.b.
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1 Freedman in which he recognized that I could still contribute significant value to the company by

2 continuing working with investors and customers, but that I would also need to begin working on

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new ventures. As a response to the originally proposed Transition Agreement, I sent Mr.
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Freedman an email which attached a document that explained some of my requested changes.
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Because the email was sent from my Quid account, I no longer have access to the actual email,
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however I have reproduced below parts of what I sent to Mr. Freedman based the last version of
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8 the document saved in my internal records:

9 When I do find another job, whether it is for a large company or as part of a small
company that I become a founder, Quid needs to let me go. As you know, my skills and
10 expertise are in the field of artificial intelligence and network theory and I will want to be
able to apply this knowledge to earning a living in the industry. If I help in the transition, I
11 don’t want to find myself in a position several months later whereby Quid tries to keep me
out of the industry by asserting that my skill set, knowledge and/or new inventions are
12 somehow Quid trade secrets. Consequently, I would want an understanding with the
company that I would not be impeded in the pursuit of a new career based on my skills. If
13 questions arise with respect to trade secrets or IP, we should have a procedure whereby any
issues can be quickly and fairly presented and resolved in confidence with a quick
14 arbitration if necessary. I can provide greater specifics on how this might work if you are
interested. Finally, what appears to be a two-week severance is a small amount for work
15 given over a period of more than 5 years of work. I would like to recommend that we
increase this severance to 12 weeks after I stop work at full pay.
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I want nothing but the best for Quid. Indeed, I have spent a large part of my
17 professional career building it and I want it to succeed. I have no intention of taking
trade secrets with me, or competing in the same space. That being said, I believe I
18 should be treated more fairly upon my departure than what the current agreement
provides. I have tried to structure my asks as potential win/wins. Please review the
19 suggestions contained above, and give me a call. I am confident that we can easily
modify the current agreement to make sure our incentives are better aligned over the
20 next few months, so that when I leave, Quid is in the best place possible.
21 21. In the subsequent negotiations after sending this letter, in coordination with my
22 counsel, I sent a revised version of the Transition and General Release Agreements.13 The

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following changes were included in the Transition Agreement, which were then substantially
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incorporated in the signed version:
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13
See Redline of Transition Agreement, Ex. E
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1 22. The General Release agreement was similarly revised:

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1 23. Mr. Goodson was not involved in any discussions about my transition, since at the

2 time of my termination, Mr. Goodson had not been CEO for over two years and would not become

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CEO again for another two years.
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IV. The Beginnings of Primer
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24. On numerous occasions prior the notice of my termination in August 2014, and due
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to similar concerns regarding Mr. Freedman, Mr. Crawley, then Chief Operating Officer of Quid,
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8 and I discussed leaving Quid in the event Mr. Freedman was not terminated. Following the notice

9 of my termination, Mr. Crawley and I began to discuss jointly founding a new company, Primer.

10 25. From August 2014 until his appointment as CEO following Mr. Freedman’s
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termination in mid-October, Mr. Crawley intended to join Primer as a Co-Founder and Chief
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Operating Officer, was intimately involved in constructing the business plan for Primer, and
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participated in early fundraising discussions with investors. For example, on September 7, 2014,
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15 Mr. Crawley sent me an email outlining certain steps he believed we should take in raising capital

16 for Primer and getting the operations set up, including certain “Immediate Action Items.” He
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17 contemplated having the “company structurally set up and funded within next couple of weeks,

18 [...] and running by end of October.” He suggested speaking to Artis [Ventures], a Quid investor
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and board member. On September 11, 2014, Mr. Crawley shared a target list of potential investors
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for Primer with me and Shivon Zilis, an investor at Bloomberg Beta who ultimately lead the
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Primer seed financing round.15 On September 28th, 2014, Mr. Crawley shared a financial model
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16
23 he had put together for Primer with me. In the same email exchange, Mr. Crawley asked to

24 discuss the technology development “ 'sprints' (8 - 10 development cycles) and some key

25 development milestones over the 18 - 24 months” ahead of the pitch meeting with Mike Dauber

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from Amplify referenced in the email.
27
14
See Ex. F
15
28 See Ex. G
16
See Ex. H
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1 26. On October 4th, I shared a description of Primer compiled by Bloomberg Beta with

2 Neville for his review and thoughts.17 The description outlined the product vision and the key

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technology we were looking to build, and referenced the team as myself and Mr. Crawley. Mr.
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Crawley responded to my email stating the description is “is really well articulated and
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thoughtful.”
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27. In mid-October 2014, I received a call from Mr. Crawley informing me that he had
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8 been offered the CEO position at Quid. We discussed the matter and concluded that it was in his

9 and Quid’s best interest for him to accept the position. I wished him success and offered to help

10 where needed. I subsequently informed Primer’s potential investors that Mr. Crawley would no

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longer be a Co-Founder of Primer. I continued to discuss my plans for Primer with Mr. Crawley
12
for the remainder of the transition period and afterwards. From 2015 to 2016, we met in person
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frequently to discuss updates at our respective companies. He consistently offered advice and
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15 suggestions and expressed no concerns about my activities with regards to Primer.

16 28. In addition to the active involvement of Mr. Crawley, I discussed my plans to

17 found Primer with multiple Quid employees and one board member over the course of my

18 transition period. For example, on November 7, 2014, I emailed Mike Harden, a Quid board
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member and investor, informing him that I had been working on “a new Artificial Intelligence
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company over the last 3 months”18 and inquiring whether he might be interested in participating
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in the seed financing round. On August 22, 2018, Mr. Harden emailed me my private gmail
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19
23 account to introduce me to two potential investors for Primer.

24 29. From October 2014 to January 2015, I continued my efforts to set up Primer. This

25 included incorporating the company on November 24th, 2014 and setting up accounts with Silicon

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Valley Bank on December 15, 2014. None of this was done in the Quid office, in reliance on my
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17
See Ex. I
18
28 See Ex. J
19
See Ex. K
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1 Quid email address, with the help of any Quid employees, or by implying Primer was owned by

2 Quid. As discussed further herein, the two emails from Silicon Valley Bank referenced in

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Exhibits M and II to the Goodson Declaration show the recipient as sean@seangourley.com,
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which is the personal email address I used to set up the Primer accounts with Silicon Valley Bank.
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V. Ongoing Access to and Use of Quid Email following departure
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30. As of November 1, 2014, I had 4 email active addresses: sean@quid.com,
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8 sean@primer.ai, sean@seangourley.com, and a private gmail account.

9 31. The email address sean@seangourley.com is the email address listed on my


10 personal website www.seangourley.com and is set up with server-based forwarding with Fluid

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Hosting, LLC, meaning that emails are automatically forwarded to one or more specified email
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inboxes. For some time following my Termination Date, one of the forwarding emails specified
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was still sean@quid.com.
14

15 32. As evidenced in exhibit F of the Goodson Declaration, I emailed Mr. Crawley on

16 January 15, 2015 (my Termination Date) requesting continued access to my Quid email account.

17 Mr. Crawley responded the same day requesting an in-person discussion (see exhibit F of the

18 Goodson Declaration and contrary to the description in Goodson Declaration ⁋27). Mr. Crawley
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and I discussed the matter and concluded that I would continue to have access to my email in order
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to support several ongoing customer discussions I was involved with. My access was not
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terminated on or around January 15, 2015 as a direct result of the permission I requested from Mr.
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23 Crawley. I was removed from internal email lists and groups, but retained my access as had been

24 discussed.

25 33. Following the conclusion of my regular employment under the Transition


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Agreement (January 15, 2015), I continued to receive requests from various Quid employees,
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including requests for sales, marketing and customer support. This included emails from Mr.
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1 Crawley (CEO), and Lowell Doppelt (VP of Sales). I also continued to introduce Quid to potential

2 customer relationships.

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34. Throughout 2015 and 2016, I kept in contact with Mr. Crawley and we met
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frequently to discuss the progress at each of our respective companies. Mr. Crawley agreed orally
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that I would continue to receive a 10% commission payment for any introductions I made that
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resulted in signed contracts. In addition to a commission payment I received that was specifically
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8 contemplated in the Transition Agreement (Barclays), I subsequently received an additional

9 commission payment in May 201620 that was not contemplated in the Termination Agreement. I

10 was also promised advisory shares in November 2015 for the help I provided following my

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termination.21 On May 5, 2016, I was set up in Quid’s payment management system in order to
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electronically process my commission payments.22
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35. Over the next 18 months, I continued to communicate with multiple Quid
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15 employees from my Quid email account, including receiving hundreds of emails from Quid

16 employees including Mr. Crawley (CEO), Mr. Goodson (then Chief Revenue Officer), Lena

17 Leson (HR/ Operations Manager), Lowell Doppelt (VP Sales and Service), Dan Houghton

18 (Principal Engagement Manager at the time, later VP Enterprise), Sarah Pilweski, Sara Lopez. By
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virtue of both sending emails to and receiving emails from my Quid email account, these
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employees, which included Mr. Crawley and Mr. Goodson, were aware of my continued access to
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the Quid email account.
22

23 36. The majority of the correspondence with Quid employees was focused on customer

24 introductions I had made, or customer relationships I was actively involved in developing. For

25 example, in Summer 2014, I had introduced Quid to a customer opportunity with Barclays through

26
27 20
See: Ex. L
21
28 See: Ex. M
22
See Ex. N
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1 my personal relationship with Michael Harte, then CTO of Barclays, whom I knew through a

2 fellow Rhodes Scholar, Stuart Munroe. By November 26, 2014, we had negotiated a $1.1 million

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contract with Barclays. See Goodson Decl. Ex. W. The contract was structured in two parts, with
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half the payment due on signing, and the remaining payment subject to certain Quid deliverables.
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After my termination date, the Quid and Barclays teams continued to keep me involved in the
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ongoing relationship to help ensure the completion of the deliverables and secure the second
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23
8 payment. Similarly, on August 18, 2015, I introduced Mr. Doppelt (VP of Sales and Services at

9 Quid) to a potential customer at VISA.24 On August 19, 2015 I was invited to participate in a

10 conference call with VISA and Mr. Doppelt. Mr. Doppelt introduced me as a co-founder and

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advisor to Quid, and I ran through a product demonstration. Quid subsequently signed a contract
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with VISA and I was paid a commission in May 201625. Other examples include Scentre Group, N
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Squared Collaborative, and AKQA, the latter two of which were referenced in Exhibit J and H in
14

15 the Goodson Declaration, respectively. However, omitted from those Exhibits were, in the case of

16 Exhibit J of the Goodson Declaration, the subsequent email I sent introducing N Squared

17 Collective to Mr. Doppelt at Quid on or around the following day (which I do not have access to

18 because it was sent through my Quid email account), and in the case of Exhibit H of the Goodson
19
Declaration, the fact that I did a demonstration of the Quid product for AKQA in on June 24, 2016
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and introduced Ben Jones to Dan Houghton (Quid VP Enterprise) on August 31, 2016.26 Other
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communication with Quid employees concerned getting help with compiling data for speaking
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23 engagements and customer presentations where I presented the Quid product. These conversations

24
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Per my Termination Agreement, I was owed 10% of the contract value. For a $1.1 million
25 contract, this should have been $110,000, but I only received $50,000. I forwarded the email with
the contract to myself on 1/26/17 (as referenced in Goodson Decl. Ex. W) in order to have a record
26 of the contract for any potential fee dispute, not for the purpose of competing with Quid for
Barclays business.
27 24
See Ex. O
25
28 See Ex. L
26
See Ex. P
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1 were consistent with the use-case I had presented when requesting continued access to my Quid

2 email account.

3
37. In addition to introductions made through my sean@quid.com email address, I
4
made several introductions to Quid from my other email addresses or other means. For example,
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on August 3, 2015, I introduced Mr. Crawley to Laura Sydell at NPR and proposed doing a Quid
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political campaign platform story on NPR.27 This resulted in a published and broadcast story on
7
28 29
8 October 17, 2015. Other examples include a lead regarding PIMCO, an introduction to the

9 International Monetary Fund,30 Callaghan Innovation,31 InsightNG,32 Susan MacTavish Best,33

10 who was subsequently engaged to work on public relations for Quid. In short, I was continually

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providing valuable introduction to senior management members at Quid long after my
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Termination Date.
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38. In certain instances, I received inbound personal emails to sean@seangourley.com
14

15 that were autoforwarded to sean@quid.com, as described above. These include the emails shown

16 in Exhibits I, M, R, and II in the Goodson Declaration. With respect to Exhibit I (email exchange

17 with Max Gazor at Charles River Venture) and Exhibit R (email exchange with Adam Levinson

18 from Graticule Asset Management) in the Goodson Declaration, Exhibits W and X attached hereto
19
shows the recipient address of the original emails in the chain as sean@seangourley.com. With
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respect to Exhibits M and II in the Goodson Declaration, the existing exhibits already demonstrate
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the original recipient as sean@seangourley.com, which is the personal email address I used to set
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23 up the Primer accounts with Silicon Valley Bank.

24
27
25 See: Ex. Q
28
https://www.npr.org/sections/alltechconsidered/2016/10/17/498280965/pundits-vs-machine-
26 who-did-better-at-predicting-campaign-controversies
29
See: Ex. R
27 30 See: Ex. S
31
See: Ex. T
28 32 See: Ex. U
33
See: Ex. V
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1 39. Quid to me was not just another former employer: Quid was a company I had

2 founded and spent five years building, that my public profile was closely associated with, and that

3
I maintained a significant financial interest in as a shareholder and optionholder. I wanted and still
4
want Quid to succeed. I have made this desire apparent not only by providing valuable
5
introductions to Quid, but also by investing a substantial amount of money in Quid, most recently
6
on February 19, 2019, to exercise my remaining options. Further, Quid did not and does not
7

8 compete with my new company Primer, and as such I has no hesitation introducing Quid to

9 potential customers and relationships.

10 40. Following Mr. Crawley’s termination in or around November 2016, and the
11
appointment of Mr. Goodson as CEO, I no longer had any close relationship with the senior
12
management team at Quid and ceased working with them on new customers to focus all my efforts
13
on building Primer.
14

15 41. As described in the Kaderabek Declaration ⁋11, Quid introduced two-factor

16 authentication using Duo Security in 2016. I received a notification asking me to complete

17 enrollment onto the Duo platform, which I did.

18 42. On October 19, 2018, I received a notification on my iPhone that it could no longer
19
connect to my sean@quid.com email account. I maintained access to all of my email accounts on
20
my iPhone, which automatically checks for new emails throughout the day. Since Quid and I had
21
agreed to keep my email account open, I promptly emailed Mr. Goodson inquiring about the lack
22

23 of access (Exhibit HH of Goodson Declaration). My concern was principally several personal

24 emails and photos stored in the account: during my time at Quid, my mother became terminally ill.

25 This was during a critical time for the company, and I was not able to spend a significant amount

26
of time in New Zealand with my family. I was concerned that many of my last conversations with
27
my mother were emails in my Quid account. When her health deteriorated, I flew to New Zealand
28
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1 to be with her, but she passed away while I was in the air. I had not had the emotional strength to

2 revisit her emails in order to save them, but took comfort in knowing they were accessible to me

3
when I was ready in the future.
4
43. Since I assumed Quid was likely undergoing a routine clean-up of their accounts,
5
and given that I had no further use for the email account, I told Mr. Goodson that if I could
6
retrieve the personal items in the account, I would be happy to have the account deleted (Exhibit
7

8 HH to Goodson Declaration).

9 VI. Founding of Primer


10 44. The first close for Primer’s seed fundraising round was on January 22, 2015, a
11
week after my Termination Date. All of Primer’s investors in both the seed financing round as
12
well as new investors added since were known to me independently of Quid, and to my
13
knowledge, are not Quid investors. My initial introductions to the institutional investor listed in
14

15 ⁋35 of the Goodson Declaration and Exhibits T and U thereof are described below. To my

16 recollection, all initial communications with investors, with the exception of Rob Arditi, were sent

17 from my sean@primer.ai or personal gmail address. The email to Rob Arditi referenced in

18 Exhibits L (and response in Exhibit P) of the Goodson Declaration was inadvertently sent from
19
sean@quid.com, presumably from my iPhone, which aggregated all of my email accounts. Rob
20
Arditi has been a close friend of my girlfriend’s since 2006 and he was aware of my departure
21
from Quid. To my knowledge, he has never spoken to anyone at Quid regarding an investment.
22

23 45. Similarly, the email exchanges referenced in Exhibits N and O of the Goodson

24 Declaration were inadvertently sent from the wrong email account, presumably from my iPhone.

25 46. The email exchange in Exhibit AA of the Goodson Declarations seems to have
26
started when Mr. Dauber emailed me to my Quid email address by mistake. I responded from my
27
iPhone, not noticing which email address this conversation was under. For known contacts,
28
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1 iPhones typically show a first and last name in the “From” and “To” fields, rather than the specific

2 email address. The email address is often only visible if you click on a specific name to open that

3
person’s contact information.
4
47. After closing the seed financing, Primer sent employment offer letters to
5
Emmanuel Yera dated January 28, 201534 and to Amy Heineike dated January 29, 201535, among
6
others.
7

8 48. In addition to my ongoing conversations with Mr. Crawley, I discussed Primer with

9 Mr. Lho (Chairman of the Board of Quid) in the spring of 2015. Mr. Lho, Mr. Crawley and I met

10 at The Battery club in San Francisco and we discussed Primer, among other topics. Mr. Lho asked

11
if there was an opportunity to invest in Primer. I declined. On July 21, 2015, Mr. Lho e-mailed
12
me, asking about Primer and I provided him with a very brief update on the company.36
13
49. On December 9, 2015, Mr. Goodson sent me a text message stating that it had been
14

15 “Great to hear of all the progress with Primer” and suggesting we catch up that evening, which
37

16 we did.

17 50. To my knowledge, the first public mention of Primer was on September 16, 2015 in
18 a press release by Anadarko Petroleum Corporation announcing my appointment to the Board of
19
Directors.38 The release described me as “the founder and CEO of Primer, an early-stage, venture-
20
backed company building software to power artificial intelligence applications.”
21
51. On October 24, 2017, Primer publicly launched, which included the publication of
22

23 our website as well as extensive media coverage describing the Primer technology, use cases, and

24 customers. Since then, we have frequently posted updates and in-depth analysis of our technology

25
34
26 See Ex. Y
35
See Ex. Z
36
27 See Ex. AA
37
See Ex. BB
38
28 http://investors.anadarko.com/2015-09-16-Anadarko-Announces-New-Board-Member-and-
Promotion-of-Amanda-McMillian
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1 on our website at https://primer.ai/blog. For example, on August 3, 2018, we published a

2 technical blog post outlining our technology to automatically generate Wikipedia-style articles.39

3
VII. Explanation of Primer Product and Differences to what Quid does
4
52. Primer’s products differ fundamentally from Quid’s. The core of Quid’s product is
5
a network based data visualization and exploration tool. In a March 2019 Press release40, Quid
6
describes itself as “a startup that helps organizations analyze and visualize large volumes of
7

8 written content….Quid uses artificial intelligence and powerful visual mapping to extract

9 meaning from unstructured text-based data at scale.” A demonstration of the Quid product at

10 TEDx Venice Beach in October 2017 can be seen at

11
https://www.youtube.com/watch?v=71c69dUFI7o.
12
53. In addition to the its visualization software, Quid also provides consulting services
13
to its customers in which Quid analysts help interpret these visualization into insights and provide
14

15 human-written or human-edited reports.

16 54. A sample use case and output of the Quid product shown on the Quid website is

17 included below41:

18
19

20

21

22

23

24

25

26
27
39
https://primer.ai/blog/quicksilver/
40
28 https://quid.com/feed/quid-announces-partnership-with-japans-itochu-techno-solutions-corporation
41
https://quid.com/quid-in-action
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1

10

11

12

13

14

15

16

17

18
19

20

21

22

23

24

25

26
27

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1

10

11

12

13

14

15

16

17

18
19

20

21

22

23

24

25

26
27

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1

10
55. Primer, on the other hand, focuses on text generation technologies using deep
11
neural networks. To date, Primer has developed three core products for a variety of use cases and
12
end markets: Quicksilver, FiDi and Global.
13

14 56. Quicksilver is Primer's language generation product that is used to generate human

15 readable text for analysts and consumers. The technology that powers Quicksilver is based on

16 several innovations in natural language processing (NLP) that have emerged over the past 3 years.

17 The most important of these are pre-trained universal language models and multi-task machine

18
learning, which is widely described as a revolution that is underway in artificial intelligence.
19
57. Quicksilver uses a universal language model pre-trained on millions of English-
20
language books and Wikipedia articles, converting text into a large numerical vectors after
21

22 preprocessing it into subword units, an innovation that only emerged in 2016. Primer's text

23 generation model-building initially used an LSTM (long short-term memory) recurrent neural

24 network architecture, this is described in our public blog (https://primer.ai/blog/TLDR/). Now,

25
with advancements in our technology, our models use the transformer neural architecture.
26
27

28
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1 58. There are three different use cases for Quicksilver:

2 (A) Text generation of profiles for people

3
Quicksilver has been trained on the text collected from approximately one million wikipedia pages
4
for notable people. It uses this text to learn how to write a biography of a person, including a
5
description of them, their affiliations, awards and key moments in their life. Quicksilver can be
6
given a large data set of text-based information and automatically generate a human readable
7

8 biography that reads like a Wikipedia page - without human input or editing. As new information

9 becomes available Quicksilver is able to decide whether to use this information to automatically

10 update the text describing the person. Below is an example how how a front page tracking various

11
individuals would look like, followed by an example of a the computer generated summary
12
biography for a scientist.
13

14

15

16

17

18
19

20

21

22

23

24

25

26
27

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1

10 (B) Headline Text Generation.

11 Quicksilver has been trained on a corpus of more than ten million body text and headline pairs

12
from news media and financial specific text. It takes these body text and headline pairs and learns
13
how to write a headline or a short one sentence description of the text. This technology is used by
14
analysts and consumers who want a quick summary of a longer document. This component of
15
Quicksilver is typically accessed through an API, but an unformatted sample output is shown
16

17 below. In this example, the body text of a news article is input into Quicksilver (column B), and

18 Quicksilver generates and outputs a suggested headline (column D). For comparison, the actual
19 headline is shown in column C.

20

21

22

23

24

25

26
27

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1 (C) Long Document Summarization

2 Quicksilver is able to generate original text to quickly summarize a much longer document. This is

3
used by analysts across industries who do not want to read a long document but instead want a
4
bullet point summary of the key details. The text generated by Quicksilver can be customized in
5
length to the users needs from very short to much longer outputs. Quicksilver can also be trained
6
for a specific industry vertical e.g. finance, to focus its writing on more on finance specific
7

8 information. Below is an example of the output generated by the software when inputting the

9 Batman movie script:

10

11

12

13

14

15

16

17 59. Primer’s second product, FiDi, is an e-discovery software solution for use by

18 intelligence agencies and legal teams. FiDi allows analysts to quickly build and train machine
19 learning classifiers to identify the most interesting documents from a collection of devices. It can

20
process a range of file types including emails, images, text messages, chat logs, spreadsheets,
21
videos and sound files. It uses machine learning to provide structure to the data so that analysts
22
can search on objects within an image, or for mentions of specific types of organizations with a
23
sound file. It allows analysts to work in teams to collaborate on the tagging and training process
24

25 and allows managers to provision teams of analysts for each specific task. Through the use of

26 active learning algorithms, FiDi enables users to train models up to 50x faster than traditional
27 methods, and once models are created they can be reused again as starting points to speed things

28
up even further. FiDi works in English and Arabic. Below is an image of a marketing document
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1 outlining the special forces use case, for example.

10

11

12

13

14

15 60. Finally, Primer’s product Global is software that generates computer written text to

16 automate daily intelligence analyst briefings. Using the software, analysts are able to specify

17
which data sources they want to include, and the type of information that they want the software to
18
generate in the text. Global outputs a one to two page computer written text document
19
summarizing all the key information in fully formed sentences, thereby greatly reducing the time
20

21 analysts need to understand the key information that is unfolding around the world. The software

22 is able to be is used to process multiple different source document types, from short text snippets

23 through to longer transcriptions. Global is also able to combine together sources written in

24 multiple different languages including English, Russian and Chinese into a single English

25
language output.
26
61. In short, the Primer and Quid products function very differently and solve very
27
different use cases. To my knowledge, Primer and Quid have never competed for the same
28
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1 customer opportunity, and in at least two case (Walmart and Itochu) both companies are vendors

2 to the same customers, solving different problems for those customers. There are a broad set of use

3
cases for “analysts (and their managers) within the financial, intelligence and business sectors”
4
(Goodson Declaration ⁋32).
5
VIII.Trade Secret Allegations / Independent Development
6
62. I understand that Quid has alleged that Primer utilized its trade secrets. I have
7

8 always sought to build Primer without any third party confidential information, including from

9 Quid.

10 63. The employment offers I provided to all employees, included a Proprietary


11
Information and Inventions Agreement that required the signatory to represent that they have “not
12
retained anything containing any confidential information of a prior employer or other third party,
13
whether or not created by [them].”42 I have always expected these agreements to be abided by, as
14

15 again, I do not want any Quid or other third party intellectual property in Primer’s product or code.

16 64. Consistent with that, to the best of my knowledge, I have not looked at or used any

17 Quid proprietary information since leaving Quid. I am also not aware of any proprietary

18 information from Quid ever being used to develop Primer products.


19
65. I understand Dr. Yera may have looked at a Quid file during his early work for
20
Primer in early 2015. I was not aware of Emmanuel Yera retaining any information from Quid or
21
looked at anything from Quid in developing anything at Primer before this lawsuit. I understand
22

23 Dr. Yera no longer has this material in his possession and Primer’s code does not include any

24 proprietary information from Quid’s code base.

25 66. I am not an attorney, but at a general level understand a trade secret must
26
information that is kept secret, has economic value and is not generally known to those in the
27

28
42
See Ex. Y and Ex. Z
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1 relevant industry.

2 67. In that context, I am uncertain what Quid trade secrets could be at issue in this
3
litigation. Quid’s technology broadly falls into the category of network visualization of text-based
4
datasets. Over the past several years, there has been an acceleration in the pace of academic
5
research in this area, with entire wide fields of researchers exploring methods to structure
6
information from text and provide ways to interface with it. There has concurrently been fast
7

8 innovation in the tools available for developers to build on, with cloud platforms, open source

9 software and commoditized APIs that make it easier and easier to build a software stack that can

10 fetch and handle the data, and then apply known methods to it.

11
68. As discussed, the central idea of Quid’s product is a technology to allow the visual
12
analysis and exploration of a large text-based dataset. The general process is: (a) a document set is
13
chosen, (b) the similarity relationships between documents in the set are computed and highly
14

15 similar pairs are identified, and (c) a network visualization of the documents is presented with

16 different interactions supported to let users find insights. This process and the methods to

17 implement this are generally known and not unique to Quid, so I do not believe they could be be

18 trade secret. For example, there are at least three different open source platforms that offer much
19
of the functions and features of Quid including community detection, network analysis, search,
20
filter, zoom and clicking on nodes: Openmappr (https://www.openmappr.org/), Gephi
21
(https://gephi.org), and Cytoscape (https://cytoscape.org/). As open source software packages, all
22

23 major components of these platforms can be freely downloaded. Examples of Oppenmappr and

24 Gephi are shown below:

25 A) Openmappr

26
27

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1

10

11

12 B) Gephi

13

14

15

16

17

18
19

20

21

22

23

24 69. More specifically, I explained in a 2011 article in the Harvard Business Review43

25 how Quid’s network generation algorithms worked. The figure below from this article presents an

26 easy to understand infographic with the different steps used to produce the network graphs from a
27
set of text documents. It specifically lays out the key steps used by Quid for their analysis. Each of
28
43
See Ex. A
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1 these steps has been the subject of significant scientific research and open source software

2 development.

10

11

12

13

14

15
70. As outlined in the Harvard Business Review article, one of the key steps in Quid’s
16

17 network generation involves computing the similarity of documents, which is implemented as part
44 45
18 of open source python packages in both gensim and sklearn. These packages contain very
19 detailed step-by-step tutorials explaining how to build topic models and compute similarity. The

20 scientific research into this area has focussed on the performance of different methods for

21
comparing documents including LSA and LDA techniques. Implementing these kinds of scientific
22
papers has been a job interview test for new machine learning engineers at Primer.
23
71. Another step involves generating the network of resulting documents. There is a
24

25 wide body of literature as well as open source tools that help build and work with networks. For

26 example, networkx is a widely used python library. In their introductory tutorials, networkx
27
44
28 https://radimrehurek.com/gensim/index.html
45
https://scikit-learn.org
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1 provides two ways to build a network, firstly by building up the network one node or edge at a

2 time,46 or alternatively by directly passing an entire matrix in to the graph class in one step. 47 This

3
method could be used with the output of the matrix similarity method from the genism tutorial
4
above.
5
72. Once the network is created, the next step is to determine the community structures
6
that are present within the network, a process known as community detection. The results of this
7

8 process have been demonstrated publicly by Quid in software demonstrations and marketing

9 materials on many occasions. In 2016, Yang et al published a review paper in Nature in which

10 they performed a detailed comparative analysis of the most popular community detection

11
algorithms and found that the “multi-level” algorithm, commonly known as the “Louvain
12
method,” performed best overall.48
13
73. Once the communities have been detected, they can be labelled by using a set of
14

15 common words that appear within the documents in this community. This is a well developed area

16 of research with one of the most popular methods being differential cluster labeling, but there are

17 many others including the method outlined by Williams et al,49 where the authors used a variant

18 on keyword frequency to produce the community names. An example of the labels generated by
19
this method can be seen in the Openmappr example above.
20
74. Similarly, event detection from news and social media documents is also an active
21
area of both research and open source software development. Examples of key scientific papers
22

23 include those from researchers at companies such as Tencent, PARC, HP and Reuters. There are a

24 range of different methods employed by these researchers, including using topic models that vary

25

26
46
27 https://networkx.github.io/documentation/networkx-1.10/reference/introduction.html
47
https://networkx.github.io/documentation/networkx-1.10/reference/convert.html
48
28 https://www.nature.com/articles/srep30750#f1
49
https://www.tandfonline.com/doi/full/10.1080/10400419.2016.1230358
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1 over time. The paper “Detecting and characterizing events”50 from researchers at Microsoft

2 outlines a method that defines “Significant events” as “characterized by interactions between

3
entities (such as countries, organizations, or individuals) that deviate from typical interaction
4
patterns.”
5
75. Other popular approaches to event detection include using the time taken between
6
the arrival of two documents in a data stream to act as a down-weighting function on the similarity
7

8 score between the two documents. There are different down-weighting functions that can be used.

9 In the paper “A system for new event detection,” researchers at PARC outline two different time

10 decay models (exponential and linear decay models) that are used to infer the existence of an event

11
within a text-based data stream. In the paper “Automatic Summarization of Events from Social
12
Media,”51 researchers from HP found that a gaussian decay model outperformed the exponential
13
time decay models previously studied. Experimental evidence from Dezso et al52 shows that
14

15 attention on news articles actually follows a power-law decay function, whereby “access to most

16 news items significantly decays after 36 hours of posting”.

17 76. Finally, researchers at Tencent proposed a solution to the “need to accurately and
18 quickly extract distinguishable events from massive streams of long text documents that cover
19
diverse topics and contain highly redundant information.”53 Their “story forest” algorithm is
20
“specifically tailored for fast processing of massive amounts of breaking news data” which makes
21
use of “a two-layer graph-based document clustering algorithm to extract fine-grained events[...].”
22

23 77. As early as 2011, Quid publicly disclosed that its software was able to do event

24
50
25 http://dirichlet.net/pdf/chaney16detecting.pdf
51

26 https://pdfs.semanticscholar.org/7c02/6696b00c5c403e3e214051268c0d872ece89.pdf?_ga=2.111727175.2115173386
.1554334360-1707688106.1554334360
52
27
https://pdfs.semanticscholar.org/c473/95b74169bd943300a14240fae21a9490ca6b.pdf?_ga=2.193144557.1705068732
28 .1554486097-1486029253.1554486097
53
https://sites.ualberta.ca/~dniu/Homepage/Publications_files/bliu-CIKM17.pdf
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1 detection and has publicly shared several relevant network parameters it was using.54

3
IX. Responses to Specific Quid Allegations from Papers and Correction of Record
4
78. In reference to Complaint ⁋12: As discussed herein, I did not “intentionally” use
5
my Quid email account nor did I solicit investment from Mr. Levinson. Mr. Levinson emailed me
6
at sean@seangourley.com (which was autoforwarded to my Quid email) to invite me to speak at
7

8 his team’s offsite, as he had seen me speak at a Credit Suisse conference in June 2014. Mr.

9 Levinson, not I, raised the question about an investment in Primer, which I did not engage with as

10 Primer was not fundraising at this time. Due to scheduling conflicts, I never met Mr. Levinson in

11
the end.
12
79. In reference to Complaint ⁋13: The Complaint asserts that I had “no ongoing
13
relationship with Quid” at the time. As described herein, I was still actively involved in several
14

15 customer conversations in collaboration with Quid for which Quid offered me advisory shares and

16 paid me commissions as late as May 2016. Additionally, the Complaint misquotes the email in

17 question (Exhibit X in Goodson Declaration) as me saying I was going to “build out the [Quid]

18 core technology.” The actual quote is: “This is giving me space to go and tackle some of the more
19
complex artificial intelligence problems that I have had on my mind - but didn’t make sense to
20
solve within Quid. So I’ve raised a seed $3.5M and spun up a small team of 5 developers to build
21
out the core technology….” . referring to the core technology of the new company, not Quid’s
22

23 technology.

24 80. In reference to Complaint ⁋17: As described herein, Quid’s and Primer’s products

25 address entirely different use cases and are far from “identical” or even similar.

26
81. In reference to Complaint ⁋55: As described herein, my continued access to my
27

28
54
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DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY
09064-00001/10792867.1 INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE
1 Quid account was agreed with Mr. Crawley (CEO) and multiple Quid employees including knew

2 of my continued access to my Quid account and frequently interacted with me through the Quid

3
email address. Additionally, I referred numerous potential clients to Quid, including many of those
4
alleged to have been misappropriated.
5
82. In reference to Complaint ⁋57 and Goodson Declaration ⁋31: I specifically
6
negotiated language into my Transition Agreement that contemplated my ability to seek other
7

8 employment during my transition period, including founding a new company. There was no

9 submission to the Primer code base until after my Termination Date. I conducted all of these

10 activities separate and away from Quid, apart from a small number of emails inadvertently sent to

11
or sent from my Quid email.
12
83. In reference to Complaint ⁋59 and Goodson Declaration⁋34: Amy Heineike was
13
terminated by Quid in late August 2014 and joined Primer on January 28, 2015. Emmanuel Yera
14

15 gave notice of his departure to Quid on or around January 6, 2014 and left on or around January

16 17, 2015 and joined Primer on January 29, 2015. Stephanie Kohl left Quid in March 2014 (five

17 months before I was notified of my termination), and did not join Primer until March 2017.

18 84. In reference to Complaint ⁋41 and Goodson Declaration ⁋35: All of Primer’s
19
investors in both the seed financing round as well as new investors added since were known to me
20
independently of Quid, and to my knowledge, are not Quid investors. To my best recollection, my
21
introduction to the institutional investors listed were as follows:
22
55
23 Lux Capital: I met Josh Wolfe in August of 2010 through a fellow Rhodes Scholar Lev Sviridov.

24 Bloomberg Beta: I met Shivon Zilis through our mutual friend Joseph Turian in late 2012.

25 Amplify: I met Mike Dauber at the GigaOm conference in March 2012 where I was speaking.

26
DCVC: I met Matt Ocko at a data meetup and have been an equity partner in DVCV since 2012.
27

28
55
See: Ex. CC
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DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY
09064-00001/10792867.1 INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE
1 Avalon: David Beyer at Amplify introduced me to Rich Levandov on November 5, 2014.56

2 Crosslink: Shivon Zilis introduced me to Omar El-Ayat in on October 19, 2014.57

3
AME Cloud Venture: Jeremy Schneider introduced me to Nick Adams on Nov 17 2014.58
4
85. In reference to Complaint ⁋69 and Goodson Declaration⁋51: I first asked Mr.
5
Goodson for information regarding Quid in September 14, 2018,59 months before Mr. Goodson
6
claims in his declaration.
7

8 86. In reference to Goodson Declaration ⁋40: I did not keep my efforts hidden from

9 Quid. As described herein, the Quid CEO was intimately familiar with the Primer business plan

10 from the very beginning, and met with me throughout 2015 and 2016. Several Quid board

11
members were aware of Primer, and I discussed Primer with several Quid employees.
12
87. As discussed earlier, Exhibits H and J in the Goodson Declarations did not include
13
the full email thread or full set of fact, since I did in fact introduce Quid to these counterparties (N
14

15 Square Collaborative and AKQA).

16 88. From my understanding, the email in Exhibit K in the Goodson Declaration was a

17 recruiting email. I had previously interviewed at Bridgewater in 2012, and the email discussed

18 setting up a call with the head of the Bridgewater recruiting department.


19
89. In Exhibits R and X of the Goodson Declaration, I used imprecise language (“spin-
20
out”) to describe setting up a new company. My intention was not to imply an affiliation other
21
than my past experience with Quid, as my further interactions with each investor and customer
22

23 have made clear. None have ever been under the misimpression that Primer is affiliated with or

24 part of Quid.

25 90. Exhibit S in the Goodson Declaration not an investor inquiry, but rather an
26
56
27 See: Ex. DD
57
See: Ex. EE
58
28 See: Ex. FF
59
See: Ex. GG
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DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY
09064-00001/10792867.1 INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE
1 invitation to a party at the office of Bloomberg Beta, who at that time was already an investor in

2 Primer.
3
91. Exhibit Q and Exhibit BB in the Goodson Declaration are discussions with vendors
4
that were inadvertently sent to or from my Quid email.
5
92. Exhibit V in the Goodson Declaration was an email from a friend who was looking
6
to get educated about Big Data and machine learning generally. This was not a business
7

8 opportunity.

9 93. Exhibits Y and DD in the Goodson Declaration were not business opportunities for
10 Quid. These emails were from recruiters offering their services.

11
94. Exhibit CC in the Goodson Declaration did not require any further introduction to
12
Quid. As mentioned in the email in the Exhibit, The Intelligence Community was already in touch
13
with Cara Connors and Ryan Hilton, two members of the Quid sales team.
14

15
16 I declare under penalty of perjury under the laws of the State of California that the foregoing is

17 true and correct.

18

19
Executed on April 5, 2019.
20

21
22

23

24 Sean Gourley

25

26

27

28
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DECLARATION OF SEAN GOURLEY ISO OPPOSITION TO QUID’S EX APPLICATION FOR PRELIMINARY
09064-00001/10792867. INJUNCTION AND RESPONSE TO ORDER TO SHOW CAUSE