IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE MOTIVATION INNOVATIONS, LLC, Plaintiff, v. PETSMART, INC.

, Defendant. ) ) ) ) ) ) ) )

C.A. No.

JURY TRIAL DEMANDED

COMPLAINT FOR PATENT INFRINGEMENT Plaintiff, Motivation Innovations, LLC (Plaintiff), complains of Defendant, PetSmart, Inc. (PetSmart or Defendant), as follows: NATURE OF LAWSUIT 1. This is a claim for patent infringement arising under the patent laws of the United

States, Title 35 of the United States Code. This Court has exclusive jurisdiction over the subject matter of the Complaint under 28 U.S.C. 1338(a). PARTIES 2. Plaintiff is a Delaware corporation with a principal place of business at 5030

Champion Blvd G-6 PMB 181 Boca Raton, FL 33496. 3. Plaintiff owns all right, title, and interest in, and has standing to sue for

infringement of United States Patent No. 5,612,527 C1 (the 527 Patent), entitled Discount Offer Redemption System and Method. (Exhibit A). An Ex Parte reexamination of the 527 Patent was completed on April 27, 2010 with original claims 1-16 confirmed, original claims 1720 confirmed with amendment (or depending from an amended claim), and new claims 21-39 allowed. The claims of the 527 Patent are directed to systems and methods for redeeming

{00754107;v1 }

discount offers and tracking the purchasing habits of individuals who redeem these discount offers. 4. PetSmart is a company organized and existing under the laws of Delaware and

with a principal place of business at 19601 N. 27th Ave., Phoenix, AZ. JURISDICTION AND VENUE 5. This Court has personal jurisdiction over the Defendant because Defendant is

incorporated under the laws of the State of Delaware, is registered to do business in the State of Delaware, conducts substantial and regular business in the State of Delaware and has committed acts of infringement in this judicial district, including, upon information and belief, at least the use and operation of the methods and systems accused of infringement. 6. 7. U.S.C. 287. CLAIMS OF PATENT INFRINGEMENT 8. PetSmart has infringed and continues to infringe at least Claim 1 of the 527 Venue is proper in this district under 28 U.S.C. 1391(b) and 1400(b). To the extent required by law, Plaintiff has complied with the provisions of 35

Patent under 35 U.S.C. 271(a) through, among other activities, the manufacture, operation and use of its home delivered coupon and discount programs and systems, including but not limited to discount offers made through its PetPerks Rewards Program and redeemed at PetSmart stores throughout the United States including within this judicial district. 9. Defendants direct infringement has injured and continues to injure Plaintiff.

Plaintiff is entitled to recover damages adequate to compensate it for such infringement, but in no event less than a reasonable royalty. The unlawful acts of infringement of the claims of the 527 patent by the Defendants will continue unless enjoined by this Court.

{00754107;v1 }

PRAYER FOR RELIEF WHEREFORE, Plaintiff asks this Court to enter judgment against Defendant, PetSmart, Inc., and against their subsidiaries, affiliates, agents, servants, employees and all persons in active concert or participation with them, granting the following relief: A. B. The entry of judgment in favor of Plaintiff and against the Defendant; An award of damages as to the Defendant adequate to compensate Plaintiff for the

infringement that has occurred, but in no event less than a reasonable royalty as permitted by 35 U.S.C. 284, together with prejudgment interest from the date infringement began; C. An injunction prohibiting the Defendant, and all those acting in concert or

participation with the Defendant, from further acts of infringement of the '527 patent; D. A finding that this case is exceptional and an award to Plaintiff of its reasonable

attorneys fees and costs as provided by 35 U.S.C. 285; and E. Such other and further relief Plaintiff is entitled to under law, and any other

further relief that this Court or a jury may deem proper and just. JURY DEMAND Plaintiff demands a trial by jury on all issues so triable.

{00754107;v1 }

ASHBY & GEDDES /s/ Tiffany Geyer Lydon _______________________________ Steven J. Balick (#2114) Tiffany Geyer Lydon (#3950) Andrew C. Mayo (#5207) 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 (302) 654-1888 sbalick@ashby-geddes.com tlydon@ashby-geddes.com amayo@ashby-geddes.com Attorneys for Motivation Innovations, LLC Of Counsel: Gary W. Smith Jon C. Cowen POSTERNAK BLANKSTEIN & LUND Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 973-6100 gsmith@pbl.com jcowen@pbl.com Dated: May 30, 2013

{00754107;v1 }