William L. Mentlik Stephen F. Roth Russell W. Faegenburg Cicero H. Brabham, Jr.

LERNER, DAVID, LITTENBERG, KRUMHOLZ & MENTLIK, LLP 600 South Avenue West Westfield, NJ 07090-1497 Tel: 908.654.5000 Fax: 908.654.7866 Attorneys for Plaintiff IPEG Limited Liability Company Document Filed Electronically UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY

IPEG LIMITED LIABILITY COMPANY, Plaintiff, v. VALLEY NATIONAL BANCORP and VALLEY NATIONAL BANK, Defendants.

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Civil Action No. District Judge Magistrate Judge

COMPLAINT AND DEMAND FOR TRIAL BY JURY Plaintiff IPEG Limited Liability Company ("IPEG"), as and for its complaint against Defendants Valley National Bancorp ("Valley") and Valley National Bank ("Valley Bank"), hereby alleges and avers as follows:

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JURISDICTION AND VENUE 1. This is an action for damages and injunctive relief against Defendants Valley and

Valley Bank arising under the patent laws of the United States, 35 U.S.C. 1 et seq. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. 1331 and 1338(a). 2. Venue is proper in this judicial district under 28 U.S.C. 1391(c) and 1400(b),

as, upon information and belief, Defendants reside in this judicial district within the meaning of 28 U.S.C. 1391(c), and have engaged in acts of infringement within this judicial district. 3. This Court has personal jurisdiction over Defendants because, among other

things, Defendants are committing acts of patent infringement in this district, regularly conduct business within this district, and have a regular and established place of business within this district. PARTIES 4. Plaintiff IPEG is a limited liability company organized and existing under the

laws of the State of New Jersey, having its principal place of business at 3 Elkridge Way, Manalapan, New Jersey 07726. 5. Upon information and belief, Defendant Valley is a corporation organized and

existing under the laws of the State of New Jersey, having its principal place of business at 1455 Valley Road, Wayne, New Jersey 07470. 6. Upon information and belief, Defendant Valley owns and controls the activities of

Defendant Valley Bank, which is a commercial bank that operates branches throughout, inter alia, northern and central New Jersey.

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FIRST CLAIM FOR RELIEF Infringement Of United States Patent No. 7,035,824 The foregoing allegations are restated and incorporated by reference as though

fully set forth herein. 8. United States Patent No. 7,035,824 ("the '824 Patent"), entitled "Interactive

System For And Method Of Performing Financial Transactions From A User Base," was duly and legally issued by the United States Patent and Trademark Office on April 25, 2006. A true and correct copy of the '824 Patent is attached as Exhibit A. 9. Plaintiff IPEG is the owner by assignment of the '824 Patent and has the right to

sue and recover damages for infringement thereof. 10. Defendants Valley and Valley Bank operate a mobile banking service and system

that permits customers to interactively exchange data between the customers' mobile devices and the computer network of a financial institution, namely, the computer network of Valley Bank. For example, Valley Bank's "Mobile Web Banking" interface provides an interface for customers in this judicial district and throughout the United States to communicate with Valley Bank's computer networks through the VNBMobile.com website and to conduct banking transactions using mobile communications. Valley Bank provides instructions to its customers on how to use Valley Bank's service and system for mobile web banking. According to Valley Bank's website, its mobile web banking service is "free with any checking or savings account" and "Available to all VBankWorks customers." (VBankWorks is a "free online banking and bill payment service" for Valley Bank customers.) Valley Bank also offers text message banking, in which customers perform interactive banking operations using text messages sent between mobile devices and Valley Bank's computer networks.

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Customers of Defendant Valley Bank directly infringe the '824 Patent when they

operate Valley Bank's mobile web banking system using their mobile devices. Upon information and belief, there are thousands of such customers. Such customers put the Valley Bank mobile banking system into beneficial use by performing interactive data exchange functions with Valley Bank's computer network ____ such as balance requests, funds transfers, payment transactions, and purchase transactions with vendors. As Valley Bank's website states,

customers of mobile web banking can "[v]iew account balances & transaction history," "[t]ransfer funds & pay bills," "[v]iew payment history & pending payments," and get "[b]alance alerts." Customers' mobile devices send requests to Valley Bank's computers, which then

respond by sending data back to Valley Bank's customers in encoded form. That data is then decoded and displayed on customers' mobile devices. By the foregoing activities, customers of Defendant Valley Bank use systems claimed in the '824 Patent. 12. Customers of Defendant Valley Bank also directly infringe the '824 Patent when

they operate Valley Bank's text message banking service using their mobile devices. Such customers put the Valley Bank text message banking system into beneficial use by performing interactive data exchange functions with Valley Bank's computer network ____ such as balance requests, funds transfers, and review of recent transactions. Customers' mobile devices send requests to Valley Bank's computers, which then respond with data that is sent back in encoded form to Valley Bank's customers on their mobile devices, which decode and display the data. For example, as Valley Bank's website states: "Send text message with words like 'BAL' to 454545 and we reply instantly with your account balance." By the foregoing activities,

customers of Defendant Valley Bank use systems claimed in the '824 Patent.

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Valley and Valley Bank induce customers' infringement of the '824 Patent by

intentionally and actively encouraging, aiding, and abetting its customers' use of the infringing systems. Valley Bank instructs customers to use their mobile phones to conduct banking

transactions in an infringing manner, provides a web link for customers to do so (or a number to which customers can send a text message), and includes functionality associated with the web link (or text message number) that operatively connects customers to Valley Bank's computer network so that customers' request data is sent to Valley Bank's computers. Valley Bank's website instructs VBankWorks customers to access mobile web banking through the VNBMobile.com website. Once logged on, customers are instructed to use their mobile device, for example, to "[s]ee a snapshot of all your current balances" or to perform other interactive data exchanges with Valley Bank's computer network. Valley Bank's computers then generate

response data and send that data encoded to customers so that customers receive, decode, and display that data on their mobile devices. By these activities and instructions, Valley and Valley Bank intentionally cause their customers to use a mobile banking system that infringes the '824 Patent. 14. Valley and Valley Bank perform these actions knowing that their customers' use

of Valley Bank's mobile web banking system and text message banking system constitutes infringement of the '824 Patent, or with willful blindness as to infringement. Valley and Valley Bank have full knowledge and awareness of the '824 Patent. They were provided with detailed, element-by-element, infringement allegations for a representative claim of the '824 Patent on March 21, 2013, and Valley and Valley Bank have stated through counsel that they have studied the patent. In fact, Valley and Valley Bank were on notice of the '824 Patent and the nature of IPEG's claims of infringement by virtue of IPEG's service of a Complaint in September 2012,

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and an Amended Complaint in November 2012, in IPEG Limited Liability Co. v. Valley National Bancorp and Valley National Bank, Civil Action No. 12-5486-DMC-JAD (D.N.J.), an earlier action that has been dismissed without prejudice. Valley and Valley Bank thus have full

knowledge and awareness that the actions by their customers in using Valley Bank's mobile banking systems constitute patent infringement, as alleged by Plaintiff, and intend for their customers to undertake those actions that violate the '824 Patent, or operate with willful blindness as to the existence of infringement. With respect to method claims of the '824 Patent, Valley and Valley Bank and their customers together perform all steps of the claimed methods by performing the mobile web banking and text message banking activities described above, with Valley and Valley Bank inducing customers to perform any steps not performed by Valley Bank itself. 15. Valley and Valley Bank also contribute to customers' infringement of the

'824 Patent by offering to sell or selling in the United States a component of the patented systems of the '824 Patent, and by offering to sell or selling in the United States a material or apparatus for use in practicing the patented processes of the '824 Patent, namely, the Valley Bank computer network and associated hardware and software for operating the mobile web banking system (accessible by customers through a web link) and text message banking system (accessible by a text message number), which constitute a material part of the invention of the '824 Patent claims. Valley and Valley Bank make their systems available to customers with knowledge that they are especially made and adapted for use in an infringement of the '824 Patent ____ indeed, the whole purpose of Valley Bank's mobile web banking system and text message banking system is to allow interactive data exchanges with customers using mobile devices. And Valley and Valley Bank are aware of the infringing nature of the use of their systems by customers, as explained

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above, and that those systems are not staple articles of commerce suitable for substantial noninfringing use. 16. By the foregoing acts, among other things, Defendants Valley and Valley Bank

have been infringing and continue to infringe, have been inducing infringement and continue to induce infringement, and have been contributing to infringement and continue to contribute to infringement of the '824 Patent, in violation of 35 U.S.C. 271. 17. Defendants' infringing activities have been willful, and were conducted with an

objectively reckless disregard of the high likelihood of infringement of the '824 Patent. Given Defendants' knowledge of the patent, knowledge of the nature of their customers' infringing activities, and knowledge of their own activities in inducing and contributing to such infringement, as explained above, the high risk of infringement was known to Defendants or was so obvious that Defendants should have known of it. 18. Defendants' conduct as set forth hereinabove has caused irreparable harm to

Plaintiff for which Plaintiff has no adequate remedy at law, and will continue to cause irreparable harm unless enjoined by this Court. SECOND CLAIM FOR RELIEF Infringement Of United States Patent No. 6,363,364 19. The foregoing allegations are restated and incorporated by reference as though

fully set forth herein. 20. United States Patent No. 6,363,364 ("the '364 Patent"), entitled "Interactive

System For And Method Of Performing Financial Transactions From A User Base," was duly and legally issued by the United States Patent and Trademark Office on March 26, 2002. A true and correct copy of the '364 Patent is attached as Exhibit B.

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Plaintiff IPEG is the owner by assignment of the '364 Patent and has the right to

sue and recover damages for infringement thereof. 22. Defendants Valley and Valley Bank operate a mobile banking service and system

that permits customers to interactively exchange data between the customers' mobile devices and the computer network of a financial institution, namely, the computer network of Valley Bank. For example, Valley Bank's "Mobile Web Banking" interface provides an interface for customers in this judicial district and throughout the United States to communicate with Valley Bank's computer networks through the VNBMobile.com website and to conduct banking transactions using mobile communications. Valley Bank provides instructions to its customers on how to use Valley Bank's service and system for mobile web banking. According to Valley Bank's website, its mobile web banking service is "free with any checking or savings account" and "Available to all VBankWorks customers." (VBankWorks is a "free online banking and bill payment service" for Valley Bank customers.) Valley Bank also offers text message banking, in which customers perform interactive banking operations using text messages sent between mobile devices and Valley Bank's computer networks. 23. Customers of Defendants Valley Bank directly infringe the '364 Patent when they

operate Valley Bank's mobile web banking system using their mobile devices. Upon information and belief, there are thousands of such customers. Such customers put the Valley Bank mobile banking system into beneficial use by performing interactive data exchange functions with Valley Bank's computer network ____ such as balance requests, funds transfers, payment transactions, and purchase transactions with vendors. As Valley Bank's website states,

customers of mobile web banking can "[v]iew account balances & transaction history," "[t]ransfer funds & pay bills," "[v]iew payment history & pending payments," and get "[b]alance

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alerts."

Customers' mobile devices send requests to Valley Bank's computers, which then

respond by sending data back to Valley Bank's customers in encoded form. That data is then decoded and displayed on customers' mobile devices. By the foregoing activities, customers of Defendant Valley Bank use systems claimed in the '364 Patent. 24. Customers of Defendant Valley Bank also directly infringe the '364 Patent when

they operate Valley Bank's text message banking service using their mobile devices. Such customers put the Valley Bank text message banking system into beneficial use by performing interactive data exchange functions with Valley Bank's computer network ____ such as balance requests, funds transfers, and review of recent transactions. Customers' mobile devices send requests to Valley Bank's computers, which then respond with data that is sent back in encoded form to Valley Bank's customers on their mobile devices, which decode and display the data. For example, as Valley Bank's website states: "Send text message with words like 'BAL' to 454545 and we reply instantly with your account balance." By the foregoing activities,

customers of Defendant Valley Bank use systems claimed in the '364 Patent. 25. Valley and Valley Bank induce customers' infringement of the '364 Patent by

intentionally and actively encouraging, aiding, and abetting its customers' use of the infringing systems. Valley Bank instructs customers to use their mobile phones to conduct banking

transactions in an infringing manner, provides a web link for customers to do so (or a number to which customers can send a text message), and includes functionality associated with the web link (or text message number) that operatively connects customers to Valley Bank's computer network so that customers' request data is sent to Valley Bank's computers. Valley Bank's website instructs VBankWorks customers to access mobile web banking through the VNBMobile.com website. Once logged on, customers are instructed to use their mobile device,

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for example, to "[s]ee a snapshot of all your current balances" or to perform other interactive data exchanges with Valley Bank's computer network. Valley Bank's computers then generate

response data and send that data encoded to customers so that customers receive, decode, and display that data on their mobile devices. By these activities and instructions, Valley and Valley Bank intentionally cause their customers to use a mobile banking system that infringes the '364 Patent. 26. Valley and Valley Bank perform these actions knowing that their customers' use

of Valley Bank's mobile web banking system and text message banking system constitutes infringement of the '364 Patent, or with willful blindness as to infringement. Valley and Valley Bank have full knowledge and awareness of the '364 Patent. They were provided with detailed, element-by-element, infringement allegations for a representative claim of the '364 Patent on March 21, 2013, and Valley and Valley Bank have stated through counsel that they have studied the patent. In fact, Valley and Valley Bank were on notice of the '364 Patent and the nature of IPEG's claims of infringement by virtue of IPEG's service of a Complaint in September 2012, and an Amended Complaint in November 2012, in IPEG Limited Liability Co. v. Valley National Bancorp and Valley National Bank, Civil Action No. 12-5486-DMC-JAD (D.N.J.), an earlier action that has been dismissed without prejudice. Valley and Valley Bank thus have full

knowledge and awareness that the actions by their customers in using Valley Bank's mobile banking systems constitute patent infringement, as alleged by Plaintiff, and intend for their customers to undertake those actions that violate the '364 Patent, or operate with willful blindness as to the existence of infringement. With respect to method claims of the '364 Patent, Valley and Valley Bank and their customers together perform all steps of the claimed methods by performing the mobile web banking and text message banking activities described above,

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with Valley and Valley Bank inducing customers to perform any steps not performed by Valley Bank itself. 27. Valley and Valley Bank also contribute to customers' infringement of the

'364 Patent by offering to sell or selling in the United States a component of the patented systems of the '364 Patent, and by offering to sell or selling in the United States a material or apparatus for use in practicing the patented processes of the '364 Patent, namely, the Valley Bank computer network and associated hardware and software for operating the mobile web banking system (accessible by customers through a web link) and text message banking system (accessible by a text message number), which constitute a material part of the invention of the '364 Patent claims. Valley and Valley Bank make their systems available to customers with knowledge that they are especially made and adapted for use in an infringement of the '364 Patent ____ indeed, the whole purpose of Valley Bank's mobile web banking system and text message banking system is to allow interactive data exchanges with customers using mobile devices. And Valley and Valley Bank are aware of the infringing nature of the use of their systems by customers, as explained above, and that those systems are not staple articles of commerce suitable for substantial noninfringing use. 28. By the foregoing acts, among other things, Defendants Valley and Valley Bank

have been infringing and continue to infringe, have been inducing infringement and continue to induce infringement, and have been contributing to infringement and continue to contribute to infringement of the '364 Patent, in violation of 35 U.S.C. 271. 29. Defendants' infringing activities have been willful, and were conducted with an

objectively reckless disregard of the high likelihood of infringement of the '364 Patent. Given Defendants' knowledge of the patent, knowledge of the nature of its customers' infringing

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activities, and knowledge of their own activities in inducing and contributing to such infringement, as explained above, the high risk of infringement was known to Defendants or was so obvious that Defendants should have known of it. 30. Defendants' conduct as set forth hereinabove has caused irreparable harm to

Plaintiff for which Plaintiff has no adequate remedy at law, and will continue to cause irreparable harm unless enjoined by this Court. PRAYER FOR RELIEF WHEREFORE, Plaintiff IPEG prays for the following relief: A. An order adjudging Defendants Valley and Valley Bank to have infringed the

'824 Patent and the '364 Patent; B. An order preliminarily and permanently enjoining Defendants Valley and

Valley Bank, including their subsidiaries, parents, divisions, officers, agents, servants, employees, attorneys, and all other persons who are in active concert or participation with any of the foregoing, from infringing, contributing to the infringement of, or actively inducing infringement of the '824 Patent and the '364 Patent; C. An award of compensatory damages, along with prejudgment and postjudgment

interest and costs, but in no event less than a reasonable royalty, such damages increased as provided in 35 U.S.C. 284; D. Pursuant to 35 U.S.C. 285, a finding that this case is exceptional and an award

of Plaintiff's reasonable attorney fees; and

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E.

Such other and further relief as this Court may deem just and proper. JURY DEMAND

Pursuant to Fed. R. Civ. P. 38(b), Plaintiff hereby demands a trial by a jury on all issues so triable. Respectfully submitted, LERNER, DAVID, LITTENBERG, KRUMHOLZ & MENTLIK, LLP Attorneys for Plaintiff IPEG Limited Liability Company Dated: April 15, 2013 By: s/ William L. Mentlik William L. Mentlik Tel: 908.654.5000 E-mail:wmentlik@ldlkm.com litigation@ldlkm.com

CERTIFICATION PURSUANT TO LOCAL CIVIL RULE 11.2 The undersigned hereby certifies, pursuant to Local Civil Rule 11.2, that with respect to the matter in controversy herein, neither plaintiff nor plaintiff's attorney is aware of any other action pending in any court, or of any pending arbitration or administrative proceeding, to which this matter is subject; however, an earlier action, IPEG Limited Liability Co. v. Valley National Bancorp and Valley National Bank, Civil Action No. 12-5486-DMC-JAD (D.N.J.), has been dismissed without prejudice.

Dated:

April 15, 2013

LERNER, DAVID, LITTENBERG, KRUMHOLZ & MENTLIK, LLP Attorneys for Plaintiff IPEG Limited Liability Company By: s/ William L. Mentlik William L. Mentlik Tel: 908.654.5000 E-mail: wmentlik@ldlkm.com litigation@ldlkm.com

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