IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION AUTOMATIC DATA PROCESSING

, INC., Plaintiff, v. WELLOGIX, INC., and WELLOGIX TECHNOLOGY LICENSING LLC, Defendants. ) ) ) ) ) ) ) ) ) ) ) )

Civil Action No. 4:13-3100 Jury Demanded

COMPLAINT FOR DECLARATORY RELIEF Automatic Data Processing, Inc. (“ADP”) brings this action against Wellogix Inc., and Wellogix Technology Licensing LLC (collectively, the “Wellogix Parties”) for a declaratory judgment that United States Patent No. 8,566,194 (the “’194 patent”) is not infringed by ADP. BACKGROUND 1. ADP is one of the world’s largest providers of business outsourcing solutions.

ADP, through its various subsidiaries, offers a wide range of human resource, payroll, tax, benefits administration and integrated computing solutions to hundreds of thousands of clients worldwide. 2. One such offering, ADP’s Procure-to-Pay Solution (“ADP P2P”), is an elect ronic

invoicing system that provides organizations with a way to manage accounts payable and procurement. 3. Wellogix Technology Licensing, LLC (“Wellogix”) is a patent -holding company

that is at least fifty percent owned by Wellogix, Inc., a non-operating entity.

4.

Wellogix is the assignee of the ’194 patent, as well as a related patent, U.S. Patent

No. 8,321,313 (“the ’313 patent”). The’313 patent is the subject of Civil Action No. 12-3459 (“the ’313 DJ Case”), now pending in this court before the Honorable Lynn N. Hughes. 5. On November 26, 2012, ADP filed the ’313 DJ Case against the Wellogix Parties

seeking a declaratory judgment of non-infringement of the ’313 patent. On January 2, 2013, the Wellogix Parties moved to dismiss the ’313 DJ Case in favor of a later-filed suit brought by Wellogix against ADP and one of ADP’s customers in the United States District Court for the Eastern District of Texas, in which Wellogix alleged that ADP P2P infringed the ’313 patent. 6. On February 19, 2013, the Honorable Lynn N. Hughes denied the Wellogix

Parties’ motion to dismiss the ’313 DJ Case in favor of Wellogix’s Eastern District of Texas case. Subsequently, Wellogix’s Eastern District of Texas case was transferred to this court and consolidated with the ’313 DJ Case. 7. Judge Hughes has since heard argument on ADP’s motion for summary judgment

of non-infringement of the ’313 patent. No decision has issued. THE ’194 PATENT 8. In statements made before the United States Patent and Trademark Office

(“USPTO”), Wellogix has described the ’313 patent and the ’194 patent as obvious variations of the same invention. 9. In an amendment filed August 31, 2012 during prosecution of the application that

lead to the ’313 patent, Wellogix characterized the ’313 patent as claiming a “3 -way comparison of a purchase order, actual data, and an invoice to determine one or more discrepancies between any two or all three of the purchase order, actual data and invoice and reconciling based on the discrepancy.”

10.

Wellogix used nearly identical language in a July 13, 2012 amendment filed in

prosecution of the ’194 patent application. Wellogix characterized the ’194 patent as claiming a “3-way comparison of a purchase order, actual data, and an invoice to determine a discrepancy between the purchase order, the actual data, and the invoice and reconciling based on the discrepancy.” 11. On September 11, 2012, while the ’313 and’194 patent applications were both

still pending before the USPTO, Wellogix filed “terminal disclaimers” in each patent application as against the other. On its face, each terminal disclaimer states that its purpose is “to obviate a provisional double patenting rejection” over the other pending patent application. 12. Further, both the ’313 patent and the ’194 patent claim direct priority solely to

U.S. Patent Application No. 09/801,016, filed on March 6, 2001, now issued as U.S. Patent No. 7,991,680 (“the ’680 patent”). 13. On August 2, 2011, prior to issuance of the ’313 and ’194 patents, Wellogix sued

ADP and six of its customers in the U.S. District Court for the Eastern District of Texas (6:11cv-401-LED), alleging infringement of the ’680 patent. On August 5, 2013, that suit was administratively closed by Chief Judge Davis because all claims of the ’680 patent stand finally rejected by the U.S. Patent and Trademark Office in an inter partes reexamination proceeding. OTHER WELLOGIX LITIGATION IN THIS COURT 14. The Wellogix Parties are also parties to Civil Action No. 4:10-1224 in this court,

which consolidates several actions brought by the Wellogix Parties against SAP America, Inc., SAP A.G., and Accenture, LLP, alleging infringement of six different patents, including the ’680 patent. 15. In that case, this court expressly acknowledged the Wellogix Parties’ willingness

to assert its patents in litigation. In an Order dated November 22, 2011, Judge Sim Lake found

that SAP America, Inc. had demonstrated a sufficient judiciable controversy to seek an additional declaratory judgment of non-infringement and invalidity over the’680 patent, stating, “Wellogix’s conduct evidences its continued willingness to assert its intellectual property rights against SAP.” 16. As evidenced by the foregoing, the Wellogix Parties’ course of conduct shows a

willingness to repeatedly assert the Wellogix patents through litigation, including against ADP and its customers. In light of the actions taken by the Wellogix Parties against ADP, an actual and justiciable controversy exists between itself and the Wellogix Parties over whether the use of ADP P2P infringes the ’194 patent. 17. Accordingly, ADP brings this action against the Wellogix Parties for a declaratory

judgment of non-infringement of the ’194 patent. PARTIES 18. Automatic Data Processing, Inc. (“ADP”) is a corporation organized under the

laws of Delaware, having a place of business at 1 ADP Boulevard, Roseland, New Jersey, 07068. 19. On information and belief, defendant Wellogix, Inc. is a corporation organized

and existing under the laws of Delaware, with a principal place of business at 2425 West Loop South, Suite 330, Houston, Texas 77027. Wellogix, Inc. may be served through its Chief Executive Officer and President, J. Ike Epley at 4550 Post Oak Place, Suite 139, Houston, TX 77027. 20. Defendant Wellogix Technology Licensing LLC is a limited liability corporation

organized under the laws of Texas, with a principal place of business at 440 Louisiana St., Suite 2220, Houston, Texas, 77002-1638. Wellogix Technology Licensing LLC may be served through its President, Joby Hughes at 440 Louisiana Street, Suite 2200, Houston, TX 77002.

JURISDICTION AND VENUE 21. This action arises under the Declaratory Judgment Act, 28 U.S.C. §§ 2201 et seq.,

and under the patent laws of the United States, 35 U.S.C. § 1 et seq. Subject matter jurisdiction is based upon 28 U.S.C. §§ 1331 and 1338(a). 22. The Wellogix Parties are subject to personal jurisdiction in this judicial district

through their systematic and substantial contacts within the state of Texas. The Wellogix Parties maintain principal places of business in this judicial district. 23. Venue is proper in this district under 28 U.S.C. §§ 1391 and 1400(b). COUNT ONE (Declaratory Judgment of Non-Infringement of the ’194 Patent) 24. ADP incorporates and realleges the allegations of the preceding paragraphs as if

fully set forth herein. 25. 26. ADP does not infringe any valid and enforceable claim of the ’194 patent. To resolve the legal and factual questions raised by ADP and to afford relief from

the uncertainty and controversy precipitated by the Wellogix Parties, ADP is entitled to a declaratory judgment that ADP does not infringe any claim of the ’194 patent.

PRAYER FOR RELIEF WHEREFORE, ADP requests entry of judgment in its favor and against the Wellogix Parties as follows: A. Declaring that ADP has not infringed, and does not infringe, any valid and

enforceable claim of the ’194 patent;

B.

Enjoining the Wellogix Parties and those in privity with the Wellogix Parties from

asserting the ’194 patent against ADP and its representatives, agents, subsidiaries, customers, and vendors; C. Issuing an Order awarding ADP its costs, expenses and reasonable attorney fees

as provided by law; and D. Awarding ADP such other relief as the Court deems just and proper.

Dated: October 21, 2013

Respectfully Submitted, By: /s/ Jayme Partridge Jayme Partridge Attorney-in-charge State Bar No.: TX 17133060 S. D. of Texas Bar No.: 19621 jpartridge@fulbright.com FULBRIGHT & JAWORSKI LLP Fulbright Tower 1301 McKinney Suite 5100 Houston, Texas 77010 Tel: (713) 651-5151 Fax: (713) 651-5246 ATTORNEYS FOR PLAINTIFF AUTOMATIC DATA PROCESSING, INC.

Of Counsel William J. McCabe New York State Bar No. 2258085 william.mccabe@ropesgray.com Leslie M. Spencer New York State Bar No. 3927050 leslie.spencer@ropesgray.com ROPES & GRAY LLP 1211 Avenue of the Americas New York, NY 10036-8704 Tel: (212) 596-9000 Fax: (212) 596-9090

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