Luminara Worldwide, LLC, Plaintiff, v. Liown Electronics Co. Ltd., Liown Technologies/Beauty Electronics, LLC, Shenzhen Liown Electronics Co. Ltd., Boston Warehouse Trading Corp., Abbott of England (1981), Ltd., BJ's Wholesale Club, Inc., Von Maur, Inc., Zulily, Inc., Smart Candle, LLC, Tuesday Morning Corp., Ambient Lighting, Inc., The Light Garden, Inc., and Central Garden & Pet Co., Defendants. Shenzhen Liown Electronics Co. Ltd., Liown Technologies/Beauty Electronics, LLC, and Central Garden & Pet Co., Counterclaim Plaintiffs, v. Luminara Worldwide, LLC, QVC, Inc., Darice, Inc., Bed Bath & Beyond, Inc., Williams-Sonoma Stores, Inc., PC Treasures, Inc., and Brookstone Stores, Inc., Counterclaim Defendants Case No. 14-cv-3103 (SRN/FLN) United States District Court, D. Minnesota Filed March 29, 2016 Counsel Joseph W. Anthony, Steven M. Pincus, Courtland C. Merrill, Daniel R. Hall, Anthony Ostlund Baer & Louwagie PA, Minneapolis, MN, for Plaintiff, Counterclaim Defendants, and Third Party Disney Enterprises, Inc. Thomas N. Millikan, Joseph P. Reid, Kenneth J. Halpern, Yun Louise Lu, Patrick McKeever, Perkins Coie LLP, San Diego, CA, for Defendants, Counterclaim Plaintiffs, Liown Electronics Co. Ltd., Liown Technologies/Beauty Electronics, LLC, Shenzhen Liown Electronics Co. Ltd., Boston Warehouse Trading Corp., Abbott of England (1981), Ltd., Von Maur, Inc., Zulily, Inc., Smart Candle, LLC, Tuesday Morning Corp., and The Light Garden, Inc. Alan G. Carlson, Tara C. Norgard, Jonathan D. Carpenter, Peter M. Kohlhepp, Carlson, Caspers, Vandenburgh, Lindquist & Schuman, P.A., Minneapolis, MN, for Defendants, Counterclaim Plaintiffs Liown Electronics Co. Ltd., Liown Technologies/Beauty Electronics, LLC, Shenzhen Liown Electronics Co. Ltd., Boston Warehouse Trading Corp., Abbott of England (1981), Ltd., BJ's Wholesale Club, Inc., Von Maur, Inc., Zulily, Inc., Smart Candle, LLC, Tuesday Morning Corp., The Light Garden, Inc., and Central Garden & Pet Co. Nelson, Susan Richard, United States District Judge MEMORANDUM OPINION AND ORDER [FILED UNDER SEAL] I. INTRODUCTION *1 This matter is before the Court on Plaintiff Luminara Worldwide, LLC's and Third Party Disney Enterprises, Inc.’s Joint Objections [Doc. No. 362] to U.S. Magistrate Judge Noel's Orders signed on January 9 and January 11, 2016. Also before the Court are Defendants’ Objections [Doc. No. 363] to the Magistrate Judge's January 9 Order. For the reasons stated below, Luminara's and Disney's Objections are sustained in part and overruled in part, and Defendants’ Objections are overruled. Accordingly, the Magistrate Judge's January 9 and January 11 Orders are affirmed in part and respectfully reversed in part. II. BACKGROUND A. The Discovery at Issue The factual and procedural background of this patent infringement lawsuit have been discussed in multiple orders from this Court. Briefly stated, Plaintiff Luminara Worldwide, LLC (“Luminara”) alleges that Defendants are offering for sale and selling flameless candles that infringe Luminara's patents. Luminara acquired the rights to these patents when it merged with Candella LLC, which had a license to the patents-in-suit from Third Party Disney Enterprises, Inc. (“Disney”). Presently before the Court are discovery disputes concerning two sets of documents: (1) documents in the possession of Peter Smith; and (2) documents in Luminara's and Disney's possession that relate to the licensing of the patents-in-suit. 1. Peter Smith documents Mr. Smith is the founder and former CEO of Candella. (Order dated Jan. 9, 2016 [Doc. No. 354] (“Jan. 9 MJ Order”), at 5.)[1] Liown served a subpoena on Mr. Smith on September 25, 2015, seeking documents and testimony. (Id.) By at least October 19, counsel for Luminara had objected to the production of any documents to Liown without first having a chance to review the documents for privilege. (See Halpern Decl. [Doc. No. 336], Ex. E (email chain between counsel for Mr. Smith, Luminara, and Liown).) Mr. Smith produced documents on October 23 and 26, and, on October 27, counsel for Luminara produced a privilege log listing 55 additional documents which it claims are protected by the attorney-client privilege. (Jan. 9 MJ Order at 5.) According to Luminara, the documents constitute confidential communications between Mr. Smith and Luminara's counsel made while Mr. Smith was an officer of the company. (Id. at 6.) Liown then filed a motion to overrule Luminara's privilege objection, arguing that the documents cannot be privileged because: (1) Luminara made no effort to maintain their confidentiality after Mr. Smith left the company in 2012; and (2) Mr. Smith entered into a release agreement with Luminara under which he no longer has an obligation to keep information that he obtained at Luminara confidential. (See id. at 5–7.) 2. License negotiation documents Liown also has sought documents from Disney and Luminara relating to the negotiation of the licenses for the patents-in-suit. (Id. at 7–8; Order dated Jan. 11, 2016 [Doc. No. 355] (“Jan. 11 MJ Order”), at 1.) Both Disney and Luminara asserted the attorney-client privilege over their communications with each related to that topic. (See Mem. in Support of Defs.’ Mot. to Compel [Doc. No. 270] (filed under seal) (“Defs.’ Disney Mem.”), at 25–26; Jan. 9 MJ Order at 7–8.) On September 2, 2015, Defendants moved to compel these documents from Disney, arguing that: (1) documents related to Disney's licensing negotiations with Candella are not privileged because the parties were negotiating at arm's length, (Defs.’ Disney Mem. at 31–32); (2) even if Disney and Candella shared an interest in patent enforcement, the common-interest privilege only applies to common legal interests and not common commercial interests that merely include a concern about litigation, which was the only interest shared by Disney and Candella, (id. at 32–33); and (3) even if any privilege could have applied, Disney waived it during discovery by producing a draft license agreement and a presentation that Candella made to Disney proposing license terms, (id. at 35). In response, Luminara argued that documents relating to the negotiation and interpretation of licensing agreements fall within the attorney-client privilege, and that there is a protectable common interest between two entities—like Luminara and Disney—who share an interest in obtaining an enforceable patent against potential infringers. (Pl.’s Mem. in Opp. to Defs.’ Mot. to Compel [Doc. No. 281], at 26–27.) *2 In October 2015, the Magistrate Judge issued his ruling in regard to Disney's documents. He “[a]ssum[ed] without deciding that the communications between Disney and Candella are protected by the common interest doctrine,” but he concluded that Disney had waived any privilege over communications made to Candella/Luminara related to the license of the patents-in-suit pursuant to the subject-matter waiver doctrine because the draft license agreement and presentation were confidential communications on related subject matter and had been disclosed to Liown during discovery. (Order dated Oct. 2, 2015 [Doc. No. 292], at 10–12.) Accordingly, the Magistrate Judge granted Defendants’ Motion “[t]o the extent [it sought] a waiver of all privileged documents or communications related to the Disney-Candella/Luminara license negotiations for the patents-in-suit.” (Id. at 13.) Disney objected to the Magistrate Judge's ruling, arguing that the draft license agreement and presentation were non-confidential business communications, the production of which could not waive the attorney-client privilege because it had never attached. (Disney's Objs. to the Magistrate Judge's Order Granting, in Part, Defs.’ Mot. to Compel [Doc. No. 301], at 2, 5.) On November 30, this Court issued its ruling on Disney's objections, finding that neither the draft license agreement nor the presentation were documents to which the attorney-client privilege ever attached because there was no indication that legal advice or services were being sought or provided through exchange of the documents. (Mem. Opinion & Order dated Nov. 30, 2015 [Doc. No. 332] (filed under seal), at 12–13.) Accordingly, production of those documents did not constitute a waiver of any attorney-client privilege. (Id. at 14.) However, because the Magistrate Judge had not analyzed whether the communications between Disney and Candella are protected by the common interest doctrine, this Court remanded the matter to the Magistrate Judge to determine that issue in the first instance. (Id. at 14–15.) While that matter was pending, Defendants moved to compel production of the license negotiation documents from Luminara. (See Mot. to Overrule Pl.’s Privilege Obj. to Production of Smith Documents and to Compel Production of Luminara License Negotiation Documents [Doc. No. 333], at 2.) B. The Magistrate Judge's Orders On January 9, 2016,[2] Magistrate Judge Noel ruled on the validity of Luminara's assertion of the attorney-client privilege over the Peter Smith documents and over its communications with Disney regarding licensing of the patents-in-suit (the “January 9 Order”). (See Jan. 9 MJ Order at 5–11.) As for the Peter Smith documents, the Magistrate Judge concluded that Mr. Smith was bound by a duty to maintain the confidences of his former employer and, because there was no evidence that Mr. Smith's and Candella/Luminara's interests ever diverged, the fact that Luminara did not previously attempt to retrieve the documents does not constitute a waiver of the privilege. (Id. at 7.) The Magistrate Judge also determined that Mr. Smith's release agreement arose out of a shareholder dispute between Mr. Smith and Candella and is not relevant to the issue of confidentiality. (Id.) Therefore, the Magistrate Judge held, it was proper for Luminara—as the holder of the attorney-client privilege—to assert its privilege over the relevant documents in Mr. Smith's possession. (Id.) As for Luminara's license negotiation documents, the Magistrate Judge determined that the common-interest doctrine may in some instances expand the scope of the attorney-client privilege to include communications between a client/attorney and a third party, (id. at 8–9), and that, in order for the doctrine to apply, Luminara had to demonstrate that it had a common interest with Disney, that the documents at issue were designed to further that interest, and that the nature of the common interest was legal, (id. at 10). The Magistrate Judge concluded that Luminara had not met its burden in this case because there was no information in the record that explained the negotiation process or the parties’ interests during the negotiations, and because nothing in the record suggested that Luminara had acquired any ownership rights in the patents-in-suit or begun prosecuting the pending patent applications. (Id.) Rather, the negotiations appeared to be strictly commercial in nature. (Id. at 11.) Accordingly, Luminara was ordered to produce any documents responsive to Liown's discovery requests that had been disclosed to Disney during the parties’ negotiations of the license agreements for the patents-in-suit. (Id.) *3 Applying similar reasoning in his Order signed on January 11 (the “January 11 Order”),[3] the Magistrate Judge concluded on remand from this Court that Disney failed to meet its burden of demonstrating that the common-interest doctrine applies to protect the license negotiation documents it shared with Luminara because there was no information in the record explaining the negotiation process or the parties’ interests during the negotiations, and because nothing in the record suggested that Luminara had acquired any ownership rights in the patents-in-suit or begun prosecuting the pending patent applications. (Jan. 11 MJ Order at 4–5.) Again, the Magistrate Judge concluded that the negotiations appeared to be strictly commercial in nature. (Id. at 5.) Accordingly, Disney was ordered to produce any documents responsive to Liown's discovery requests that had been disclosed to Candella/Luminara during the parties’ negotiations of the license agreements for the patents-in-suit. (Id.) III. DISCUSSION “The standard of review applicable to an appeal of a magistrate judge's order on a nondispositive issue is extremely deferential.” Reko v. Creative Promotions, Inc., 70 F. Supp. 2d 1005, 1007 (D. Minn. 1999). The Court must affirm the order unless it is “clearly erroneous or contrary to law.” 28 U.S.C. § 636(b)(1)(A); accord D. Minn. LR 72.2(a)(3). “A finding is ‘clearly erroneous’ when although there is evidence to support it, the reviewing court on the entire record is left with the definite and firm conviction that a mistake has been committed.” United States v. U.S. Gypsum Co., 333 U.S. 364, 395 (1948). If the magistrate judge's account of the evidence is plausible in light of the record viewed in its entirety, the reviewing court may not reverse it even though had it been sitting as the trier of fact, it would have weighed the evidence differently. Anderson v. Bessemer City, 470 U.S. 564, 573–74 (1985). On January 25, Defendants, Luminara, and Disney filed objections to the Magistrate Judge's Orders. Defendants take issue with the Magistrate Judge's ruling regarding the Peter Smith documents, (see Defs.’ Objs. to the MJ Order [Filed] Jan. 11, 2016 [Doc. No. 363] (filed under seal) (“Defs.’ Objs.”)), and Luminara and Disney challenge the Magistrate Judge's rulings on their license negotiation documents, (see Luminara's and Disney's Joint Objs. to the MJ Orders Compelling Production of Privileged Communications [Doc. No. 362] (“Joint Objs.”)). A. Attorney-Client Privilege and the Peter Smith Documents Defendants object on two grounds to the January 9 Order denying their motion to overrule Luminara's assertion of the attorney-client privilege over the documents in Peter Smith's possession. First, Defendants argue that Luminara cannot assert the attorney-client privilege with respect to the documents because it failed to take any reasonable measures to preserve the confidentiality of those documents (e.g., asking Mr. Smith to return the documents or to keep them confidential), as required by Shukh v. Seagate Technology, LLC, 872 F. Supp. 2d 851 (D. Minn. 2012), and Bank of Montreal v. Avalon Capital Group, Civ. No. 10-591 (MJD/AJB) (Doc. No. 187) (D. Minn. July 10, 2012). (See Defs.’ Objs. at 6–10.) And, Defendants assert, it is well-established that any independent obligation of Mr. Smith to maintain the confidentiality of company information would only be triggered if the documents had been treated as confidential in the first place. (Id. at 8.) Second, Defendants argue that even if Mr. Smith's general duty of confidentiality would have been sufficient to preserve the attorney-client privilege, the release agreement that he entered into with Candella in 2013 extinguished that duty by broadly discharging Mr. Smith from all future obligations and claims relating to his employment. (See id. at 2, 10–12.) In response, Luminara argues that Defendants have failed to identify any clear error in the Magistrate Judge's ruling. (Pl.’s Resp. to Defs.’ Objs. to the MJ Order Regarding Privileged Communications [Doc. No. 366] (filed under seal), at 2.) Luminara asserts that only it can waive the attorney-client privilege and that the Magistrate Judge correctly concluded that, as a former officer, Mr. Smith must maintain the confidentiality of any attorney-client communications to which he was privy. (Id. at 5–6.) Luminara further contends that Shukh and Bank of Montreal are inapposite because they deal with situations where a party significantly delayed in attempting to protect its privilege. (See id. at 7–10.) Finally, Luminara argues that the release language cited by Defendants only released Mr. Smith from claims arising from acts committed by Mr. Smith during the course of his employment, and not to claims based on his actions after the termination of his employment. (Id. at 10–12.) Any other interpretation of the agreement, Luminara contends, would render it invalid because it would impermissibly exempt Mr. Smith from liability for future intentional torts. (Id. at 12.) *4 The Court is not persuaded by Defendants’ arguments. First, as the Magistrate Judge correctly noted, the attorney-client privilege belongs to Luminara, see Commodity Futures Trading Comm'n v. Weintraub, 471 U.S. 343, 348–49 (1985), and Mr. Smith was duty-bound to maintain the confidences of Luminara, his former employer, see Eaton Corp. v. Giere, 971 F.2d 136, 141 (8th Cir. 1992). Moreover, there was no indication that Mr. Smith's and Luminara's interests ever diverged, and Luminara took reasonable measures to protect its confidential documents, which is all that was required in Shukh. In that case, the employee made copies of over 49,000 pages of his employer's documents after submitting his notice of termination, and then filed a lawsuit against the employer. Shukh, 872 F. Supp. 2d at 853. After the former employee was ordered to return the documents, the employer produced some of them during discovery but withheld others on the basis of privilege. Id. at 853–54. The former employee moved to compel, arguing that the employer had waived the privilege by delaying sixteen months in seeking legal enforcement of the documents’ return. Id. at 858. The court rejected that argument because “some evidence in the record show[ed] that [the employer] took reasonable measures to prevent disclosure of the privileged documents,” such as its attempts to enforce the document return provision of the parties’ contract. Id. at 859. Likewise, there is some evidence in the record that Luminara took reasonable measures to prevent disclosure of its privileged documents—within a few weeks of the subpoena being served on Mr. Smith, Luminara asserted its right to review the documents for privilege and subsequently withheld numerous documents on that basis. Bank of Montreal does not support a contrary conclusion. In that case, the employee—with the company's knowledge—took a company laptop and three boxes of documents with him upon termination of his employment. Order, Bank of Montreal, Civ. No. 10-591 (MJD/AJB) (Doc. No. 187), at *3. Two-and-a-half years later, a third party served the former employee with a subpoena requesting some of those documents. Id. Although the employer knew of the subpoena at the time it was served, it did not assert any privilege until seven months later, after the documents already had been produced and were referenced in a lawsuit. Id. at *3–4. Thus, the court concluded, the employer had lost its privilege because it had not exhibited the intent necessary to preserve the confidentiality of the documents. Id. at *6–7. In the present matter, however, Luminara exhibited the intent to preserve the confidentiality of the documents in Mr. Smith's possession by asserting its privilege within weeks of the subpoena being served on Mr. Smith. Accordingly, Luminara is not prohibited from asserting the attorney-client privilege over relevant documents in Mr. Smith's possession. Second, contrary to Defendants’ assertions, the release agreement does not provide Mr. Smith with free rein to waive Luminara's attorney-client privilege. The relevant language in that document states that Mr. Smith is: release[d] and forever discharge[d] ... of and from any and all obligations, claims, demands, liabilities, costs and expenses ... known or unknown ... arising out of or in any way related, directly or indirectly, to ... any act or omission of Smith arising out of or relating to his management or employment by Luminara or Candella. (See Defs.’ Objs. at 5, 11 (emphasis added); Pl.’s Resp. at 11 (emphasis added).) Thus, this release relates to acts or omissions that occurred during Mr. Smith's employment at Candella/Luminara, and any claims arising therefrom, not—as Luminara points out—any action Mr. Smith takes now, subsequent to his employment at Candella/Luminara. (See Pl.’s Resp. at 11.) Defendants concede as much, stating that the language is “consistent with the parties’ clear intent to release all claims or obligations that the parties had or would have relating to Smith's time at Candella.” (Defs.’ Objs. at 11 (emphasis added).) Moreover, as the Magistrate Judge concluded, the language is not related to the continued confidentiality or privileged nature of any documents or information in Mr. Smith's possession. Therefore, the release agreement did not discharge Mr. Smith from his duty to maintain the confidentiality of the documents (to the extent those documents contained Luminara's confidential information) or grant him permission to waive Luminara's attorney-client privilege by publishing privileged documents. Accordingly, Defendants’ Objections are overruled, and the Magistrate Judge's January 9 Order is affirmed with respect to this issue. B. Attorney-Client Privilege and the License Negotiation Documents *5 Luminara and Disney challenge the Magistrate Judge's rulings in both the January 9 and January 11 Orders compelling them to produce their license negotiation documents to the extent that they shared the documents with one another. In particular, Luminara and Disney argue that the Magistrate Judge's conclusion that their communications are not protected by the common-interest doctrine is clearly erroneous. (Joint Objs. at 2.) They contend that they had common legal interests—e.g., “in stopping Defendants’ infringement”; “in having the patents found valid and infringed”; “in obtaining and protecting strong and enforceable patent rights, including ensuring Luminara had standing to enforce those patents against infringers ... without joining [Disney] as a party”; and “in [Disney] licensing ‘all substantial rights’ in the patents exclusively to Luminara/Candella”—that are sufficient to satisfy the requisite community of interest even if there were commercial interests intertwined. (Id. at 2, 6–9, 13.) And, they assert that the communications at issue were made in furtherance of those interests. (See id. at 2, 4, 7–13.) Thus, they argue, the Magistrate Judge should not have been concerned about whether the entities also had competing interests or whether the parties may have been represented by separate counsel. (Id. at 12.) In response, Defendants argue that adversarial interests are dominant in communications relating to parties’ rights among themselves in patents, and the common-interest doctrine does not apply to such communications. (Defs.’ Objs. at 1–3, 8.) According to Defendants, the communications at issue concerned the allocation of rights among Disney and Luminara to confer standing to sue on Luminara, and so the Magistrate Judge correctly concluded that the common-interest doctrine does not apply. (See id.) Rather, Defendants argue Luminara's and Disney's negotiations were part of an arm's-length transaction in which Disney was compensated for the rights it granted to Luminara and Disney's retention of certain rights for itself conflicted with Luminara's interest in obtaining enough rights to have standing to sue. (See id. at 10.) The Court agrees—for the most part—with Defendants and with the Magistrate Judge's conclusion, although for different reasons than those articulated in the January 9 and 11 Orders. As the Magistrate Judge correctly noted: “The attorney-client privilege extends only to confidential communications made for the purpose of facilitating the rendition of legal services to the client.” United States v. Horvath, 731 F.2d 557, 561 (8th Cir. 1984). Its purpose is to encourage “full and frank communication between attorney[s] and their clients.” Upjohn Co. v. United States, 449 U.S. 383, 389 (1981). However, because the attorney-client privilege obstructs the truth-finding process, it is construed narrowly and “protects only those disclosures—necessary to obtain informed legal advice—which might not have been made absent the privilege.” Westinghouse Elec. Corp. v. Republic of Philippines, 951 F.2d 1414, 1423–24 (3d Cir. 1991) (citing Fisher v. United States, 425 U.S. 391, 403 (1976)); see also Diversified Indus., Inc. v. Meredith, 572 F.2d 596, 602 (8th Cir. 1977) (“While the privilege, where it exists, is absolute, the adverse effect of its application on the disclosure of truth may be such that the privilege is strictly construed.”).... (See, e.g., Jan. 9 MJ Order at 8; Jan. 11 MJ Order at 2–3.) Although the attorney-client privilege is construed narrowly, the “common-interest doctrine” expands coverage of the attorney-client privilege in some situations: “If two or more clients with a common interest in a litigated or non-litigated matter are represented by separate lawyers and they agree to exchange information concerning the matter, a communication of any such client that otherwise qualifies as privileged ... that relates to the matter is privileged as against third persons. Any such client may invoke the privilege, unless it has been waived by the client who made the communication.” In re Grand Jury Subpoena Duces Tecum, 112 F.3d 910, 922 (8th Cir. 1997) (quoting Restatement § 126(1)). “The common interest may be ‘either legal, factual, or strategic in character’....” Id. (quoting Restatement § 126(1), cmt. e). *6 Several courts have found that the common-interest doctrine protects communications regarding the enforceability of patents. For example, in In re Regents of University of California, the Federal Circuit held that consultation between a patentee's attorneys and its exclusive licensee's attorneys regarding prior art and the licensee's counsel's investigation and advice concerning errors in the patent were protected by the common-interest doctrine because “[b]oth parties had the same interest in obtaining strong and enforceable patents.” 101 F.3d 1386, 1390 (Fed. Cir. 1996); see also Baxter Travenol Labs., Inc. v. Abbott Labs., No. 84 C 5103, 1987 WL 12919, at *2 (N.D. Ill. June 19, 1987) (stating that the community of interest extends “to communications relating to the prosecution and litigation of ... patents”). Likewise, in Fresenius Medical Care Holdings, Inc. v. Roxane Laboratories, Inc., the U.S. District Court for the Southern District of Ohio held that the common-interest doctrine protected documents containing the patentee's counsel's legal advice regarding patent applications, even after those documents were transferred to the purchaser of the pending patent applications, because they concerned the parties’ common legal interest “in obtaining a strong and enforceable patent.” No. 2:05-cv-0889, 2007 WL 895059, at *3 (S.D. Ohio Mar. 21, 2007). And, in High Point SARL v. Sprint Nextel Corp., the U.S. District Court for the District of Kansas determined that “patent analyses and other patent-related information [disclosed] to affiliated companies and other prospective patent purchasers during patent-related negotiations with those companies” were protected by the common-interest doctrine because the entities had a “common legal interest in the validity, enforceability, and potential for infringement.” Civ. Action No. 09-2269-CM-DJW, 2012 WL 234024, at *9 (D. Kan. Jan. 25, 2012); see also Hewlett-Packard Co. v. Bausch & Lomb Inc., 115 F.R.D. 308, 310 (N.D. Cal. 1987) (finding that a company and its potential purchaser anticipated litigation in which they would have a common interest in the validity and enforceability of a third party's patent, and so the company's disclosure of its attorney's opinion letter concerning the validity of that patent did not waive the attorney-client privilege); William F. Shea, LLC v. Bonutti Research, Inc., No. 2:10-cv-615, 2013 WL 1386005, at *3 (S.D. Ohio Apr. 4, 2013) (finding that the common-interest doctrine applied as between a patent holder and its assignee to protect documents created by their counsel analyzing which products in the market were covered by the assigned patents because the parties had a shared interest in the patents being enforceable). From these cases, it also is evident that the protection exists even though the common legal interest in enforceability furthers a commercial transaction. See, e.g., In re Regents, 101 F.3d 1388–89 (discussions among counsel for a patent holder and licensee); Hewlett-Packard Co., 115 F.R.D. at 308 (documents shared during negotiation of the sale of a business); Fresenius, 2007 WL 895059, at *1 (documents conveyed with the sale of patents). However, the protection does not extend to “communications relating to the parties’ rights among themselves in the patents” because “[s]uch communications are not related to the parties’ joint interest.” Baxter Travenol Labs., Inc., 1987 WL 12919, at *2. Rather, in those situations, “their adversarial interests are dominant, and the communications are not privileged.” Id. (finding that a category of documents involving communications among entities and their counsel who had a common legal interest in prosecuting and litigating patents was not privileged because “the communications [did] not concern the parties’ areas of common legal interest, but rather their rights in relation to one another”). Thus, in Mondis Technology, Ltd. v. LG Electronics, Inc., the U.S. District Court for the Eastern District of Texas ordered production of a category of documents dealing with negotiation of the value of patents and their sale price because the parties’ interests were directly adverse in that regard, even though they had a common legal interest in the validity of the patents. Civ. Action No. 2:07-CV-565-TJW-CE, 2011 WL 1714304, at *4 (E.D. Tex. May 4, 2011). And, in Synopsis, Inc. v. Ricoh Co., former co-owners of a patent sought to protect from a third party allegedly attorney-client privileged documents the co-owners shared with each other prior to the assignment of all rights in the patent to one of the owners. No. C-03-2289 MJJ (EMC), 2006 WL 2479109, at *1–2 (N.D. Cal. Aug. 28, 2006). The documents at issue were “about the assignment agreement and negotiations related to that agreement.” Id. at *2. The U.S. District Court for the Northern District of California found that the common interest doctrine did not apply to shield those documents from production. Id. According to the court, if the common interest “was the interest (as co-owners) in enforcement of the patents at issue,” the parties “fail[ed] to explain how documents related to negotiations about transferring and the actual transferring of patent rights were in furtherance of [that] interest.” Id. *7 This Court finds that Luminara and Disney have asserted common legal interests in “obtaining and protecting strong and enforceable patent rights,” “stopping Defendants’ infringement,” and “having the patents found valid and infringed.” As the cases discussed above demonstrate, such interests are regularly found to be common legal interests held by a patentee and its licensee. Thus, communications made in furtherance of those interests—e.g., counsel's discussion of prior art, likelihood-of-infringement analyses, or development of a common litigation strategy—would remain privileged under the common-interest doctrine. However, the communications that Luminara and Disney seek to protect appear to be different. As stated in their briefing, Luminara and Disney seek to protect communications regarding the conferral of rights to Luminara such that it would have standing to enforce the patents against infringers without joining Disney as a party. In other words, the communications at issue appear to relate to the transfer of the right to enforce the patents. And, an interest in the “right to enforce” a patent is different than an interest in the “enforceability” of a patent and concerns only the allotment of rights among parties. As such, those communications do not relate to a joint legal interest, but rather to an adversarial interest and are not protected by the common interest doctrine. Accordingly, communications—or portions of communications—between Luminara/Candella and Disney solely to this effect must be produced. That being said, to the extent that the communications regarding the conferral of standing on Luminara discuss litigation strategy, those documents would remain privileged and protected from disclosure. For these reasons, the Magistrate Judge's January 9 and January 11 Orders are affirmed in part and respectfully reversed in part as to the issue of the license negotiation documents, and Luminara and Disney must produce the presently-withheld license negotiation documents to the extent described herein. IV. ORDER TO SHOW CAUSE Various submissions of the parties were filed under seal. If the parties believe that any portion of this Order warrants redaction, the Court orders the parties to show cause ten days from the date of this Order, stating why the Order should not be unsealed and specifying any portion of the order warranting redaction. V. CONCLUSION Based on the foregoing, and all the files, records and proceedings herein, IT IS HEREBY ORDERED that: 1. Plaintiff Luminara Worldwide, LLC's and Third Party Disney Enterprises, Inc.’s Joint Objections [Doc. No. 362] are SUSTAINED IN PART AND OVERRULED IN PART; 2. Defendants’ Objections [Doc. No. 363] are OVERRULED; 3. The Magistrate Judge's Order signed on January 9, 2016 [Doc. No. 354] is AFFIRMED IN PART AND REVERSED IN PART, as detailed herein; 4. The Magistrate Judge's Order signed on January 11, 2016 [Doc. No. 355] is AFFIRMED IN PART AND REVERSED IN PART, as detailed herein; 5. Any documents required by this Order to be produced must be produced within 21 days of the date of this Order; and 6. The parties are ordered to show cause ten days from the date of this Order why the Order should not be unsealed, and to specify any portion warranting redaction. Footnotes [1] To the extent that the parties do not challenge the Magistrate Judge's characterization of the facts, this Court will cite to his Orders for purposes of summarizing the background of the disputes. [2] The Order was signed on January 9, but it was filed on January 11 [Doc. No. 354]. [3] The Order was signed on January 11, but it was filed on January 12 [Doc. No. 355].