IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS EASTERN DIVISION PET PRODUCT INNOVATIONS,

LLC, and ZEUS & COMPANY PET SUPPLY DISTRIBUTORS, INC., Plaintiffs, v. THE PAW WASH, L.L.C., Defendant. ) ) ) ) ) ) ) ) ) ) )

Civil Action No.

COMPLAINT FOR DECLARATORY JUDGMENT (NON-INFRINGEMENT) AND INJUNCTIVE RELIEF Plaintiffs Pet Product Innovations, LLC ("PPI") and Zeus & Company Pet Supply Distributors, Inc. ("Zeus") (collectively "Plaintiffs") for their complaint against Defendant The Paw Wash, L.L.C. (hereinafter "Paw Wash" or "Defendant") alleges as follows. NATURE OF ACTION 1. Paw Wash has falsely accused Plaintiffs of infringing U.S. Patent No.

6,851,391 ("the '391 patent"). In this action, Plaintiffs seeks a declaratory judgment that they do not infringe any valid claim of the '391 patent. Plaintiffs further seek damages and injunctive relief as a result of Paw Wash's false assertions in connection with the '391 patent. A copy of U.S. Patent No. 6,851,391 is attached hereto as Exhibit A. PARTIES 2. Plaintiff Pet Product Innovations, LLC is an Illinois limited liability

corporation with a principal place of business at 2004 West Dempster Avenue, Evanston, Illinois 60202.

3.

Plaintiff Zeus & Company Pet Supply Distributors, Inc. is an Illinois

corporation with a principal place of business at 2004 West Dempster Avenue, Evanston, Illinois 60202. 4. Upon information and belief, Defendant The Paw Wash, L.L.C., is a

Missouri limited liability company with a principal place of business at 2012 West 104th Street, Leawood, Kansas 66206. JURISDICTION AND VENUE 5. This action for a declaratory judgment arises under Title 35 of the United

States Code with a specific remedy sought based upon the laws authorizing actions for declaratory judgment in the courts of the United States, 28 U.S.C. 2201-2202. 6. This Court has subject matter jurisdiction over the patent claim of this

declaratory judgment action pursuant to 28 U.S.C. 1331 and 1138. 7. Defendant is subject to personal jurisdiction in this District. Defendant's

contacts with this District include mailing a cease and desist letter to Plaintiff's within this District alleging an infringement of their '391 patent with the purpose of harming Plaintiff's business. Defendant's contacts with this District also include contracting with a trade show organizer and promoter within this District and arranging sales meetings with customers and potential customers within this District. Additionally, Defendant has purposefully directed their conduct to cause injury to Plaintiffs within this judicial district. 8. and 1400. Venue for this action is proper in this District pursuant to 28 U.S.C. 1391

BACKGROUND FACTS TO ALL CLAIMS 9. Plaintiff PPI is in the business of selling pet products including a pet paw

washer known as the Paw Plunger. 10. Plaintiff Zeus is in the business of distributing a variety of pet products.

Zeus is the exclusive distributor of the Paw Plunger pet paw washer. 11. On or about February 2011, Defendant approached Zeus in an effort to

negotiate a distribution agreement with Zeus that would allow Zeus to distribute a pet paw washing device distributed by Defendant. Agreement between the parties was not reached and Zeus informed Paw Wash that it would distribute a different paw washing product.

12.

Upon information and belief, Defendant attended the H.H. Backer's 23rd

Annual Pet Industry Spring Trade Show that was held on April 13-15, 2011 in Atlantic City, New Jersey. This trade show is organized and promoted by H.H. Backer Associates Inc. of 18 S. Michigan Ave., Suite 1100, Chicago, Illinois 60603 and is believed to be one of the largest pet trade shows held on the East Coast.

13.

Upon information and belief, Defendant contracted with H.H. Backer

Associates Inc. of Chicago, Illinois to be an exhibitor and conduct sales activities at the April 2011 H.H. Backer's Trade Show.

14. Upon information and belief, Defendant plans to attend the H.H. Backer's 45th Annual Pet Industry Christmas Trade Show & Educational Conference that is planned to be held at the Donald E. Stephens Convention Center in Rosemont (Chicago), Illinois on October 14-16, 2011. This trade show is organized and promoted by H.H. Backer

Associates of Chicago, Illinois and is believed to be one of the largest pet trade shows in the world featuring thousands of manufacturers, wholesale exhibitors, and retailers.

15.

Upon information and belief, Defendant contracted with H.H. Backer

Associates Inc. of Chicago, Illinois to be an exhibitor and conduct sales activities at the October 2011 H.H. Backer's Trade Show in Rosemont, Illinois. When contracting with H.H. Backer Associates, Defendant agreed to abide by and observe all laws, rules, and regulations of the state of Illinois and the village of Rosemont. 16. On October 7, 2011, Defendant sent an email to Zeus offering to schedule a

sales meeting with Zeus at the H.H. Backer's Trade Show the following week. Zeus responded to Defendant and again informed them that Zeus had decided to sell a competing product and was not interested in entering into a distribution agreement for Defendant's product. 17. On October 10, 2011, by and through its attorneys, Defendant sent Plaintiffs

a cease and desist letter (C&D letter) asserting patent rights in the '391 patent. In the C&D letter, Defendant's accuse Plaintiffs of, inter alia, infringing the '391 patent through numerous activities related to their Paw Plunger product and demanded that Plaintiffs immediately cease all such activities, including shutting down all websites offering the Paw Plunger product, all other sales and marketing activities in all forms, canceling any pending sales orders for the Paw Plunger, and all manufacturing activities related to the Paw Plunger. C&D letter attached hereto as Exhibit B. FIRST CLAIM FOR RELIEF (Non-infringement of the '391 Patent)

18.

Plaintiffs reallege and incorporate by reference as though fully set forth

herein the allegations contained in paragraphs 1 through 17 of this Complaint. 19. According to the assignment records of the United States Patent and

Trademark Office, Defendant is the assignee of the '391 patent. 20. '391 patent. 21. An actual controversy exists between the parties concerning the Defendant has accused Plaintiffs' Paw Plunger product of infringing the

infringement of one or more claims of the '391 patent. 22. Plaintiffs have not directly or indirectly infringed the '391 patent, either

literally or under the doctrine of equivalents. 23. Plaintiff's are entitled to a declaratory judgment that Plaintiffs do not

infringe the '391 patent. SECOND CLAIM FOR RELIEF (Invalidity of the '391 Patent) 24. Plaintiffs reallege and incorporate by reference as though fully set forth

herein the allegations contained in paragraphs 1 through 23 of this Complaint. 25. An actual controversy exists between the parties concerning the validity of

one or more claims of the '391 patent. 26. The claims of the '391 patent, particularly if broadly construed to reach

Plaintiffs' Paw Plunger product, are invalid for failure to meet one or more of the provisions of 35 U.S.C. 101, 102, 103 and/or 112. 27. Plaintiff's are entitled to a declaratory judgment that the '391 patent is

invalid and that Plaintiffs do not infringe the '391 patent.

PRAYER FOR RELIEF A. B. C. D. Declare that Plaintiffs do not infringe any valid claim of the '391 patent; Declare this action to be an exceptional case under 35 U.S.C. 285; Award damages according to proof for the wrongs alleged herein; Enter preliminary and permanent injunctive relief restraining Defendant, its

officers, agents, servants, employees and attorneys, and those persons in active concert or participation with it, from asserting that Plaintiffs, their customers, dealers, buyers, or subsidiary corporations have infringed or will infringe the claims of the '391 patent based on any activity related to any of Plaintiffs' product or service; E. Enter preliminary and permanent injunctive relief restraining Defendant, its

officers, agents, servants, employees and attorneys, and those persons in active concert or participation with it, from making false and misleading statements regarding Plaintiffs' Paw Plunger product, as described herein; F. Award Plaintiffs' their costs and reasonable attorneys fees incurred in

connection with this action; and G. require. Date: October 11, 2011 By: /s/ Corey D. Mack One of its Attorneys Corey D. Mack #6271309 CAHN & SAMUELS, LLP 1100 17th Street, NW, Suite 401 Washington, D.C. 20036 202-331-8777 corey.mack@cahnsamuels.com Award Plaintiffs' such other and further relief as justice and equity may

Local Counsel: Donald F. Engel #6192125 112 S. Sangamon St #100 Chicago, IL 60607 312-229-7900 chicagolaw@uscounsel.com