Plaintiff's Brief

Case 1:22-cv-02850-PKC-MMH Document 20 Filed 07/05/23 Page 1 of 57 PageID #: 383
IN THE UNITED STATES DISTRICT COURT

EASTERN DISTRICT OF NEW YORK
Xene Corporation, Plaintiff,
-v.- Case No.: 1:22-cv-2850-PKC-MMH
Nouryon B.V.(f/k/a Akzo Nobel),

NOURYON USA, LLC, Akzo Nobel Inc.,
Akzo Nobel Chemicals Inc., Nouryon Pulp
and Performance Chemicals AB, Nouryon
Salt LLC New Jersey, Nouryon US Holding 1
Inc., Nouryon US Holding 2 Inc., Nouryon
US Holding 4 Inc., Wilmington. Nouryon
USA LLC U.S.A., Nouryon Pulp and
Performance Chemicals LLC, Diadem Sports,
Lantor Composites AB, and JOHN DOES #1
to #1003 the name of the persons or entities
being unknown but the persons or entities
being those persons or entities who have
purchased microspheres from defendants for
composites, Defendants.
XENE CORPORATION'S OPPOSITION TO
AKZO NOBEL INC's AND NOURYON'S MOTION TO DISMISS

TABLE OF CONTENTS
TABLE OF CONTENTS..................................................................................................... i
TABLE OF AUTHORITIES .............................................................................................. ii
INTRODUCTION [FOR AKZO NOBEL OPPOSITION] .................................................1
INTRODUCTION [FOR NOURYON OPPOSITION].......................................................3
ARGUMENT .......................................................................................................................5
The Foreign Entities—Pulp and Non-Pulp—are Doing Business in New York .................5
Successor Jurisdiction: As Successors to the Akzo Nobel Entities, NOURYON BV
(DUTCH), NOURYON PULP AND PERFORMANCE CHEMICALS AB
(SWEDEN), NOURYON CHEMICALS LLC, NOURYON USA LLC,
NOURYON HOLDINGS 1,2,4 INC., Have Accepted Jurisdiction in New York
by Continuing to Do Registered Business in New York, CPLR 301 ....................10
PERSONAL JURISDICTION OVER NOURYON BV AND NOURYON PULP AND
PERFORMANCE CHEMICALS AB ...................................................................13
PRIOR FEDERAL CASES AGAINST PREDECESSOR AKZO NOBEL NV ...............16
PIERCING THE CORPORATE VEIL FOR UNINCORPORATED ASSOCIATIONS 17
NOURYON's BUSINESS PRACTICES DISREGARDED ENTITY ..............................18
EVIDENCE OF INFRINGEMENT AND INDUCEMENT IN NEW YORK ..................19
INDUCEMENT TO INFRINGE .......................................................................................25
In a Joint Nouryon-Lantor YouTube video entitled "Expancel Microspheres is an integral
part in high quality composites," Nouryon encourages the use of microspheres to
manufacture composites products including mega wind turbine blades that can
only be made by using the processes claimed in the '447 patent. ......................... 28
AKZO NOBEL INC'S MOTION TO DISMISS ...............................................................29

Alternatively, there is Personal Jurisdiction. under NEW YORK's LONG ARM
STATUTE CPLR 302- Akzo Nobel Inc., Akzo Nobel Chemicals Inc., Nouryon
Pulp and Performance Chemicals AB, Nouryon Chemicals LLC, Nouryon USA
LLC, Nouryon Holding USA 1,2,4, and their 14 merger predecessors registered in
New York, ..............................................................................................................34
NEW YORK'S LONG ARM JURISDICTION CPLR 302(a)(1) and (2) .........................35
DUE PROCESS IS PRESENT IN NEW YORK ..............................................................38
VENUE IS PROPER IN NEW YORK FOR THE FOREIGN DEFENDANTS...............41
VENUE IS PROPER IN NEW YORK FOR THE DOMESTIC DEFENDANTS ...........41
CONCLUSION ..................................................................................................................49
CERTIFICATE OF SERVICE ..........................................................................................51
i
TABLE OF AUTHORITIES
Page(s)
Cases
Abbacor, Inc. v. Miller,

2001 WL 1006051 (S.D.N.Y. Aug. 31, 2001) .................................................10
Acorda Therapeutics v. Mylan Pharmaceuticals, Inc.,

817 F. 3d 755 .............................................................................................39, 34
ACQIS LLC v. Lenovo Group Ltd.,

572 F. Supp. 3d 291 (2021) ...............................................................................7
Advanced Const. Corp. v. Pilecki,

901 A.2d 189 (Me. 2006) ...................................................................................3
AFTG-TG, LLC v. Nuvoton Tech. Corp.,

689 F.3d 1358 (Fed. Cir. 2012)........................................................................40
Akzo Chemicals and Akzo Nobel, Inc. Donatelli v. National Hockey League,
893 F.2d 459 (1st Cir. 1990) .............................................................................3,
American Express v Pino Napoli Tile,

Index 656111/2020 (Supreme Ct 2023 New York) ...........................................7
Aqua Shield, Inc. v. Inter Pool Cover Team,

No. 05 Civ. 4880, 2009 WL 29312 (E.D.N.Y. Jan. 5, 2009).............................3
Arrowsmith v. United Press Int'l,

320 F. 2d 219 (2nd Cir. 1963)..........................................................................18
Asahi Metal Indus. Co. v. Superior Court of California, Solano Cnty.,

480 U.S. 102 (1987) ........................................................................................39
Aybar v. Aybar,
37 NY3d 274 (Court of Appeals 2021)............................................................33
Burger King Corp. v. Rudzewicz,

471 U.S. 462 (1985) .........................................................................................14
Carden v. Arkoma Assocs.,

494 U.S. 185 (1990) .............................................................................17, 43, 45
Chatwal Hotels & Resorts LLC v. Dollywood Co.,

90 F. Supp. 3d 97 (S.D.N.Y. 2015)..................................................................31
In re Cordis Corp.,
769 F.2d 733 (Fed. Cir. 1985)..........................................................................41
ii
Daimler AG v. Bauman,
571 U.S. 117 (2014) .........................................................................................31
In re DES Cases,
789 F. Supp. 552 (E.D.N.Y. 1992) ..................................................................11
Elecs. for Imaging, Inc. v. Coyle,

340 F.3d 1344 (Fed. Cir. 2003)..................................................................15, 14
Frank v. PNK (LAKE CHARLES) LLC,

947 F. 3d 331 (5th Cir. 2020) ..............................................................................
GMAC Commercial Credit LLC v. Dillard Dept. Stores, Inc.,

357 F.3d 827 (8th Cir. 2004) ...........................................................................43
Goodyear Dunlop Tires Operations, S.A. v. Brown,

564 U.S. 915 (2011) .........................................................................................31
In re Google LLC,
949 F.3d 1338 (Fed. Cir. 2020)........................................................................42
Gorton v. Air & Liquid Systems Corp.,

303 F. Supp. 3d 278 (M.D. Pa. 2018) ..............................................................11
Handelsman v. Bedford Village Assocs. Ltd. P'ship,

213 F.3d 48 (2d Cir. 2000)...............................................................................42
Hanson v. Denckla,
357 U.S. 235 ..............................................................................................39, 41
Helicopteros Nacionales de Colombia, S.A. v. Hall,

466 U.S. 408 (1984) .........................................................................................11
Int'l Shoe Co. v. Washington,

326 U.S. 310 (1945) .........................................................................................38
InterGen N.V. v. Grina,

344 F.3d 134 (1st Cir. 2003) ............................................................................17
Kinetic Instruments, Inc. v. Lares,

802 F. Supp. 976 (S.D.N.Y. 1992)...................................................................48
KM Enterprises, Inc. v. Glob. Traffic Techs., Inc.,

725 F.3d 718 (7th Cir. 2013) ...........................................................................43
Landoil Res. Corp. v. Alexander & Alexander Servs., Inc.,

918 F.2d 1039 (2d Cir. 1990)...........................................................................31
LiButti v. United States,

178 F. 3d 114 (2nd Cir. 1999)..........................................................................11
iii
Linzer v. EMI Blackwood Music, Inc.,

904 F. Supp. 207 (S.D.N.Y. 1995).......................................................10, 18, 32
M-I Drilling Fluids UK Ltd. v. Dynamic Air Ltda.,

890 F.3d 995 (Fed. Cir. 2018)....................................................................14, 41
Marks v. United States,

430 U.S. 188 (1977) .........................................................................................40
Minnesota Min. & Mfg. Co. v. Eco Chem, Inc.,

757 F. 2d 1256 (Fed. Cir. 1985)...........................................................11, 18, 43
Moon Joo Yu v. Premiere Power LLC, No. 14-cv-7588 (KPF),

2015 WL 4629495 (S.D.N.Y. Aug. 4, 2015) ...................................................16
Patent Rights Prot. Group, LLC v. Video Gaming Tech., Inc.,

603 F.3d 1364 (Fed. Cir. 2010)..................................................................21, 14
Patin v. Thoroughbred Power Boats Inc.,

294 F.3d 640 (5th Cir. 2002) ...........................................................................12
Penguin Group (USA) Inc. v. Am. Buddha,

609 F.3d 30 (2d Cir. 2010)...............................................................................34
Pieczenik v. Dyax Corp.,

265 F. 3d 1329 (Fed Cir 2001).........................................................................34
Polar Electro Oy v. Suunto Oy,

829 F.3d 1343 (Fed. Cir. 2016)..................................................................38, 39
Porina v. Marward Shipping Co.,

521 F. 3d 122 (2nd Cir. 2008)..........................................................................13
Precision Assocs., Inc. v. Panalpina World Transp. (Holding) Ltd.,

No. 08-cv-42, 2011 WL 7053807 (E.D.N.Y. Jan. 4, 2011) .............................15
RegenLab USA LLC v. Estar Techs. Ltd.,

335 F. Supp. 3d 526 (S.D.N.Y. 2018)............................................15, 13, 14, 34
Schenin v. Micro Copper Corp.,

272 F. Supp. 523 (S.D.N.Y. 1967).......................................................10, 18, 32
Simmers v. American Cyanamid Corp.,

394 Pa. Super. 464, 576 A.2d 376 (1990) ........................................................11
Simonson v. International Bank,

14 N.Y.2d 281, 251 N.Y.S.2d 433, 200 N.E.2d 427 (1964) ............................11
Suez Water N.Y. v. E.I. du Pont de Nemours & Co.,

578 F. Supp. 3d 511 (S.D.N.Y. 2022)..............................................................32
iv
Suez Water N.Y. v. E.I. du Pont de Nemours & Co.,

578 F. Supp. 3d 511 (S.D.N.Y. 2022)........................................................10, 18
Synthes (U.S.A.) v. G.M. Dos Reis Jr. Ind. Com de Equip. Medico,
563 F.3d 1285 (Fed. Cir. 2009)..................................................................13, 39
TC Heartland LLC v. Kraft Foods Group Brands LLC,

137 S.Ct. 1514 (2017) ......................................................................................41
Tom's of Maine v. Acme-Hardesty Co.,

565 F. Supp. 2d 171 (D. Me. 2008) ..........................................2, , 7, 9, , 18, 42,
Touchcom, Inc. v. Bereskin & Parr,

574 F.3d 1403 (Fed. Cir. 2009)........................................................................13
U.S. Bank Nat'l Ass'n v. Bank of Am. N.A.,

916 F.3d 143 (2d Cir. 2019).............................................................................10
U.S. v. Bestfoods,
524 U.S. 51 (1998) ...........................................................................................17
United Elec. Workers v. 163 Pleasant Street Corp.,

960 F. 2d 1080 (1st Cir. 1992) .........................................................................17
In re Volkswagen Grp. of Am., Inc.,

28 F.4th 1203 (Fed. Cir. 2022) ........................................................................42
Walden v. Fiore,
571 U.S. 277 (2014) .........................................................................................39
Xilinx, Inc. v. Papst Licensing GmbH & Co. KG,

848 F.3d 1346 (Fed. Cir. 2017)........................................................................14
Statutes
28 U.S.C. § 1391(b)(3) ..........................................................................................41
28 U.S.C. § 1400(b) ...............................................................................................41
Business Corporation Law §§ 304 and 1304 .........................................................34
Exchange Act .........................................................................................................16
v
TABLE OF EXHIBITS
Exhibit 28 Other Brands using Microspheres

Exhibit 38 Akzo Promoting Wind Turbine
EXHIBIT S 1000 CASES AKZO NOBEL NEW YORK
Exhibit N6 Rohacell Helicopters
Exhibit N3 - EVONIK AIRBUS AEROSPACE
EXHIBIT 20 EVONIK COMPANIES
EXHIBIT 22 NOURYON ANNOUNCES F-1 CONFIDENTIAL
EXHIBIT 23 BREWSTER –SEPT 22 NY OUR NOURYON LOCATIONS
EXHIBIT 23B BURT JUNE 23 NY-COUNTRIES AND LOCATION
EXHIBIT 27 CLAIM CHART 282 BOEING /LANTOR
EXHIBIT 29 JOINT EXPANCEL-LANTOR
EXHIBIT 8 NOURYON CHEMICALS BREWSTER – GO
EXHIBIT A NOURYON OUR HERITAGE
EXHIBIT G AKZO NOBEL REGISTERED DATE REGI
EXHIBIT M BOEING PATENT COMPARISON
EXHIBIT N EVONIK ENTITIES.DOCX
EXHIBIT N1A ROHACELL_SINGLE STEP GWIND_IG-F_
EXHIBIT N1 WIND COMBINED BIG WIND BLADE A
EXHIBIT N2 -ROHACELL-COMPOSITES
EXHIBIT N4 COMPOSITES AUTOMOBILES WITH ROHACELL FOR A
EXHIBIT N5 COMPOSITES WITH ROHACELL SPORT FOR AU
EXHIBIT T AKZO DELAWARE.PDF
EXHIBT 21 AZKO NOBEL CHEMICALS INC PUBLIC
EXHIBT C PUBLIC AKZO NOBEL COATINGS INQUI
EXHIIBIT 35 XENECORE EXPANCEL BROCHURE 3.P
EXHIBIT N3 AIRPLANES.PDF
EXHIBIT N7 SCIENCE FIBER-REINFORCED EXPANC
EXHIBIT P GENERAL ELECTRIC 45BOOK1.PDF
EXHIBIT 40 MARKET PAGES FROM 3 BILL MARKET
EXHIBIT K NOURYON FUNCTIONAL CHEMICALS LL
EXHIBIT 36 AKZO –XENE BROCHURE
EXHIBIT O CLAIMS CHART ROHACELL
EXHIBIT B Sept 2022 Akzo open hours
vi
INTRODUCTION [FOR AKZO NOBEL OPPOSITION]1
Nouryon boasts 156 years of heritage2 doing business in the United States through
predecessors, including Akzo Nobel, who monopolized the United States chemicals market with
over 800 patents and trillions of dollars in revenues derived from the US. For at least 83 of those
years, Akzo Nobel NV, the Dutch parent, owned and controlled 36 USA entities3 and operated its
USA headquarters through Akzo America Inc. in Dobbs Ferry New York to manage the country,
promote its shares, and go public on the New York Stock Exchange in 1994, a targeted strategy
towards New York and its financial market.
Akzo America Inc. owned all 36 of the USA companies, with at least 14 of them registered
to do business in New York State, and ran them at the direction of the parent. Akzo America Inc.
changed its name to Akzo Nobel Inc., but continued to own and control all USA entities and
operations for all its foreign parents.
Public reports prove that Akzo Nobel's business model was entirely dictated by the parent
to Akzo Nobel Inc in New York, its headquarters. Akzo Nobel Inc.'s foreign parent exerted control
over their USA arm by approving budgets and marketing plans; frequently interacting and
corresponding with their executives in New York; controlling the salaries of their employees, for
example by requiring the senior management to obtain approval for any raises given to employees
that exceeded ten percent; and paying the salaries of their in-house legal counsel. The subsidiaries'
CEO sat on the foreign parent's board and reported directly to the CEO of the foreign parents.
Akzo Nobel's board member was responsible for the subsidiaries, which required the foreign
parent to send him regular reports on market trends and sales, including reports on sales of
1
Although there are two motions each with a 25 page limit, I submit this unified response because of the overlapping
issues within the combined 50 page limit.
2
Exhibit A. https://www.nouryon.com/company/heritage/
3
Exhibit T Delaware corporations.
1
microspheres to companies like Boeing who used the microspheres to infringe the patents.
The Chief Financial Officer of Akzo Nobel Inc.'s foreign parent regularly spoke to
American investors in New York on behalf of the U.S. subsidiaries, and he described core products
such as the microspheres at issue in this patent case as the "driver of the parents' financial
performance." Indeed, four facts highlight the degree of control held by the foreign entities over
the U.S. affiliates: (1) the foreign, so-called "Non-Pulp" holding companies issued a press release
that was distributed to American media and which noted that the U.S. accounted for a large portion
of the foreign affiliate's sales; (2) the Akzo Nobel holding company was listed on the NASDAQ
stock exchange; (3) the foreign parent entities owned over 800 U.S. patents on behalf of the U.S.
affiliates; and (4) the foreign parents also own U.S.-registered trademarks on behalf of the U.S.
affiliates.
Indeed, Akzo Nobel Inc.'s substantial control over the other Akzo Nobel entities was found
so encompassing that another court found jurisdiction over Akzo Nobel Inc. and Akzo Nobel
Chemicals Inc. based on the local activity of the subsidiary. See Tom's of Maine v. Acme-Hardesty
Co., 565 F. Supp. 2d 171, 180-83 (D. Me. 2008).4 The Court acknowledged that Akzo Nobel
Chemicals Inc. business was operated out of Dobbs Ferry, New York. Id.
Akzo Nobel Inc. owned all 14 USA entities registered to do business in New York. The
Tom's of Maine court found that the subsidiaries were alter egos and mere agents, and pierced the
corporate veil for jurisdictional purposes, and also found that this was the company's "business
model".
On the record presented, the Court believes that the presumption of corporate
separateness as to the three named U.S.-based Akzo Nobel companies has been
overcome. These companies appear to have significant overlap in operations and
personnel, and in their dealings with Acme made no attempt to delineate separate
corporate identities. More specifically, Akzo Surface, the lowest subsidiary on the
Akzo Nobel U.S. totem pole, is the only company that the Akzo Nobel U.S.
4
The case did not involve a Federal question, so Rule 4(k)(2) did not apply.
2
Defendants acknowledge as engaging in sales of Akzo Nobel products. Given the

primary role of sales in Akzo Nobel's business model, it is clear that Akzo Surface
was dispatched as the "agent for [its] parents," Akzo Chemicals and Akzo Nobel,
Inc. Donatelli v. National Hockey League, 893 F.2d 459, 466 (1st Cir. 1990). There
is no evidence in the record that any of these three companies is undercapitalized,
insolvent or bankrupt. Nonetheless, the Court believes that at this point in the
litigation an unjust result would occur if the corporate veil were not pierced;
namely, all three Akzo Nobel entities might evade personal jurisdiction despite the
fact that they collectively satisfy the requirements for personal jurisdiction. See
Advanced Const. Corp. v. Pilecki, 901 A.2d 189, 194-95 (Me. 2006) (discussing
the requirements under Maine law for piercing the corporate veil).
Id. at 181-182.
These reports of Akzo Nobel Inc.'s "business model" included the time periods beginning
in 2010 with Plaintiff Xene's provisional patent rights and after issuance of patents in 2012. (11
years), up until the time of the lawsuit. Exhibit B5. During this time period, these Akzo entities
also negotiated with Long Island-based Xene Corporation for a license regarding the novel
inventions in the Patents in Suit.
INTRODUCTION [FOR NOURYON OPPOSITION]
Nouryon's motion to dismiss lumps all of the Nouryon defendants—both foreign and
domestic—into two entities—"Pulp" and "Non-Pulp," ignoring the differing standards for personal
jurisdiction and venue applying to foreign and U.S. entities. But there are separate reasons why
these entities have availed themselves to do business in New York. For the foreign defendants,
they are the sole controlling parents of the U.S. entities and control the U.S. entities, and have
chosen to ship microspheres into the United States to induce others to infringe the Patents in Suit.
Moreover, these foreign parent companies book the profits made by wholly owned U.S. affiliates,
and eventually pay out the proceeds to the investors in the foreign entities. These defendants, while
doing business in the United States by putting infringing items into the stream of commerce and
encouraging U.S. customers to infringe Xene's patents in the U.S., are subject to jurisdiction in
5
The payment of annual fees do not necessarily coincide with continued operations of a company.
3
every judicial district subject to Rule 4(k)(2). Similarly, because the separate patent venue statute
does not apply to foreign entities, venue is proper wherever there is jurisdiction over these foreign
entities.
Moreover, while some of these entities are "holding companies," it is these holding
companies that control their operating affiliates, book the profits, and pay out to investors. Where,
as here, the infringement is inducing infringement—an intentional act—it is these holding
companies that assert their will on the operating companies to increase profits by infringing Xene's
patents. Thus, it is these holding companies that have the intent to commit the act of infringement
that Xene accuses in this case.
In regard to the domestic affiliates, these are either resident in New York, or are controlling
the affiliates resident in New York to such an extent that other courts have found it appropriate to
pierce the corporate veil and find jurisdiction over them in other states. Moreover, many of the
parent domestic entities are involved in receiving imported microspheres from the foreign entities,
and assist the foreign entities in encouraging inducement among their mutual U.S. customers
throughout the U.S. Thus, jurisdiction is proper in New York regarding these domestic entities.
Venue is also proper over the domestic companies in New York. First, many of the
affiliates are headquartered in New York. Second, many of the affiliates outside New York wholly
own and control the New York affiliates, and use interlocking boards to control both the in-state
and out-of-state affiliates. Thus, the in-state affiliates are merely acting as agents for the out-of-
state affiliates, and the in-state locations of these affiliates are effectively places of business for
the out-of-state defendants. Moreover, acts of infringement are occurring in New York, where
defendants encourage companies like Boeing, General Electric and Evonik, also resident to the
Eastern District, to carry out the process claimed in the Patents in Suit using microspheres. For
these reasons, there is patent venue over the domestic affiliates in the Eastern District of New
4
York.
Finally, Nouryon asserts that there is no act of domestic infringement occurring in the
United States, and that Nouryon has no knowledge of what its U.S. customers do with the
microspheres. Not true. Nouryon promises its customers to assist them in every step in using
Nouryon's microspheres. One defendant and customer of Nouryon—Lantor Composites—has
published joint videos on how the microspheres are used in the molding of composites, and touted
how Nouryon is intimately involved in selecting Lantor's processes for using Nouryon's
microspheres. Exhibit 29. https://www.youtube.com/watch?v=a7ZQN7puGXg. Nouryon
advertises that it will do the same for all of its customers. Exhibit 35.
As further evidence of this practice, these papers review in detail how Nouryon's customers
the Boeing Company, the General Electric Company, and Evonik practice every step of claim 1 of
the '447 Patent in Suit. It is inconceivable that Nouryon is unaware of how its most important
customers use its products, and Nouryon is almost certainly aware that Boeing and GE are direct
infringers of Xene's patents. Moreover, Xene and Nouryon's predecessor in interest—Akzo
Nobel—held extensive negotiations regarding licensing the Xene Patents in Suit, so that Nouryon's
contention that it was unaware of the Patents in Suit cannot be credible. Therefore, Xene has
adequately pleaded Nouryon's customers' direct infringement and Nouryon's complicity and
encouragement of that infringement.
Accordingly, the Court should deny Nouryon's motion to dismiss. In the alternative, the
Court should order jurisdictional discovery so that Xene can discover more evidence of New York
customers that Nouryon encouraged to infringe.
ARGUMENT
THE FOREIGN ENTITIES—PULP AND NON-PULP—ARE DOING BUSINESS IN

NEW YORK
Nouryon asserts that its foreign entities are not doing business in New York and thus are
5
not subject to personal jurisdiction or venue in New York. This assertion is untrue.
Akzo Nobel NV, the Dutch parent chemical company, has owned and registered companies
to do business in New York State for 83 years starting with Akzo Nobel Salt Inc., registered in
1940. Akzo Nobel NV formed Akzo America in 1982 and registered it to do business in New York
in 1986 as its national principal place of business in Dobbs Ferry, New York6 to target New York's
stock exchange, sell their stock and raise hundreds of millions of dollars.
Akzo Nobel Chemicals Inc. was formed in 1987 and registered to do business in New York
in 1988 with its principal place of business at 120 White Plains Road, Tarrytown New York, and
was in the microspheres business. Akzo Nobel Chemicals LLC (NY) was an unincorporated
association (LLC) registered to do business in Putnam in 2014 with a principal place of business
in Putnam and was later apparently renamed Nouryon Chemicals LLC, where it still maintains a
principal place as an unincorporated association owned and controlled by Nouryon BV, merger
successor.
Akzo Nobel Coatings Inc. was formed in 1980 and registered to do business in New York
in 1987 and maintained its principal place of business in Deer Park, New York at least until the
commencement of this lawsuit. Akzo Nobel Coatings Inc.(Exhibit B) manufactures coatings
containing microspheres used in the infringement of the patents, and has done so since after 2010.
If it too was gutted as the other entities were, it is now also merged into Nouryon BV.
Through Akzo America Inc., Akzo Nobel Chemicals Inc., and Akzo Nobel Coatings Inc.,
Akzo Nobel NV owned and controlled all the operations of all Akzo Nobel companies in the
United States (36 entities), including 19 registered to do business in New York State. Exhibit G.
Akzo Nobel Inc. owned and control all 36+ USA entities and operations for all its foreign
6
A company can operate a business long after annual fees are due and in fact thousands of companies do operate
after annual fees are due.
6
parents including Akzo Nobel NV (Dutch), Akzo Nobel Chemicals BV (Dutch), Akzo Nobel
Chemicals Int'l BV(Dutch) and Akzo Nobel Pulp and Performance Chemicals AB (Akzo Sweden).
as alter egos of all subsidiaries as a "business model" during the 13 year infringement period
involved with this patent case. At least 6 of the 14 New York registered entities which were owned
by Akzo Nobel Inc., had its principal place of business in New York State, and at least one in the
Eastern District.
In the Tom's of Maine case, the court found that Akzo's "business model" applied to all
their subsidiaries, which includes Akzo Nobel Pulp and Performance Inc registered in Westchester,
NY in 2006. Indeed, the Tom's of Maine court found that under Akzo Nobel Inc.'s "business
model," it directed and controlled the operations of all 14 of its alter ego subsidiaries which
includes defendant, Akzo Nobel Chemicals Inc, (registered with its principal office in
Westchester); and Akzo Nobel Chemicals LLC, and Akzo Nobel Salt Inc., Akzo Nobel Coatings
Inc. in Deer Park (Nassau County). Akzo Nobel Inc has been merged directly or indirectly into
Nouryon BV, as its successor. According to Defendants' Declarations, the entire specialty
chemicals division of what was owned by Akzo Nobel Inc. has been merged into the Nouryon
Defendants including Nouryon BV, Nouryon USA LLC and Nouryon Chemicals LLC, Nouryon
Holdings 1,2,4 Inc. This includes predecessor Akzo Nobel Coatings Inc, of which microspheres
are key to the product. Thus, the successors Nouryon Chemicals LLC and Nouryon Functional
Chemicals LLCs were mere agents of Akzo Nobel Inc.
Indeed, there were dozens (perhaps even hundreds) of lawsuits in New York State against
Akzo Nobel Inc. and its wholly owned subsidiaries, divisions, and unincorporated associations
(LLCs) over its 80 year history, all with personal jurisdiction over these entities in New York
7
State.7 Exhibit S shows that there were 1000+ cases involving Akzo Nobel Inc and its subsidiaries
in New York State. The entities had and still have common addresses and the parent exercises
complete control over the general policies of their unincorporated LLCs. The location of Nouryon
Chemicals LLC in Burt NY is the same location that Nouryon Pulp and Performance LLC stores
their microspheres (see Nouryon Declaration ¶ 73).
There is no reason to believe that the "business model" and arrangements have changed or
differed when Akzo Nobel's name was changed to Nouryon B.V., and on information and belief,
the arrangements between the parents and affiliates in successor-in-interest Nouryon B.V.'s
arrangements is believed to be substantially identical at the time the Complaint in this case was
filed.
Akzo Nobel Inc. (New York) and all its subsidiaries and divisions (unincorporated LLCs)
averaged $15 Billion per year which over 80 years represents extraordinary revenues. It and its
foreign parents were sued many times for anti-trust violations (footnote 13 infra) as they
monopolized the USA Chemical industries for decades and still monopolizes the microsphere
market. Akzo Nobel Inc. and its divisions and subsidiaries were sued and subjected to personal
jurisdiction in New York courts dozens if not hundreds of times during its 83 year presence doing
business in New York. Exhibit S.
Nouryon BV derives $5 Billion per year in revenues, where nearly half of its revenues
come from the United States. Nouryon BV's downstream U.S. affiliates collectively own a near
monopoly USA microsphere market share, constituting $2 Billion of the annual microsphere
market for composites, of which a significant portion is used to infringe the Patents in Suit, and a
7
See e.g. LAMENTA v. AKZO NOBEL, INC., 2021 NY Slip Op 31117 - NY: Supreme Court 2021; Edwards v.
Akzo Nobel, Inc., 103 F. Supp. 2d 214 - Dist. Court, WD New York 2000. The Perez v. REALTY, 34 AD 3d
305 – NY. Exhibit S shows that there were Hundreds of cases where was personal jurisdiction.
8
significant portion of that infringement is believed to be occurring in New York, which is one of
the most significant states for the composite manufacturing market.
Indeed, the systematic and substantial volume of business Nouryon BV does in the United
States and especially in New York is leading up to another Public Offering on the New York or
NASDAQ Stock Exchange, again targeting New York, where Nouryon BV seeks to acquire tens
of billions of dollars from New York investors.8 Thus, Nouryon BV is not some "innocent" holding
company without connections to New York, but is instead the mastermind behind the Nouryon
entities' infringing activity and the entity making the decisions for all of the other affiliates, and
further reaping the rewards and investment money right here in New York.
Nouryon Pulp and Performance AB has no less substantial and systematic revenues from
the USA and New York. Indeed, as a "Pulp" entity, Nouryon admits in is Opening Brief that Pulp
and Performance is an operating company for Nouryon BV that distributes and exports
microspheres to the U.S. U.S. affiliate Nouryon Functional Chemicals LLC has imported at least
142 shipments of products from Europe, and Exhibit K proves that some or all of these shipments
contained products which were used to induce infringement of the Patents in Suit.
Upon information and belief, other LLCs are unincorporated associations controlled by
Akzo Nobel Inc. and which operate as agents with common management, common personnel, and
common marketing, billing, and accounting. In fact, these entities use the same addresses, same
salespeople, and same distribution channels as the other unincorporated association entities, and
therefore should be held to be one collective entity, as found in the Tom's of Maine case.
8
Exhibit 22. https://www.nouryon.com/news-and-events/news-overview/2021/nouryon-announces-confidential-
submission-of-draft-registration-statement--for-proposed-initial-public-offering/
9
The Akzo Nobel NV and Akzo Nobel Chemical BV defendants were found to be subject to
personal jurisdiction in New York in other prior cases, and as their successor in interest,
Nouryon BV should be similarly found to be subject to personal jurisdiction in New York. The
same result should apply here.
SUCCESSOR JURISDICTION: AS SUCCESSORS TO THE AKZO NOBEL ENTITIES,

NOURYON BV (DUTCH), NOURYON PULP AND PERFORMANCE CHEMICALS AB
(SWEDEN), NOURYON CHEMICALS LLC, NOURYON USA LLC, NOURYON
HOLDINGS 1,2,4 INC., HAVE ACCEPTED JURISDICTION IN NEW YORK BY
CONTINUING TO DO REGISTERED BUSINESS IN NEW YORK, CPLR 301
It is well-established that courts may impute to a successor the in-forum contacts of its
predecessor when the successor acquired the predecessor's liabilities through a merger or its
equivalent. Suez Water N.Y. v. E.I. du Pont de Nemours & Co., 578 F. Supp. 3d 511, 536 (S.D.N.Y.
2022) ("A successor-in-interest may be subject to jurisdiction based on the activities of its
predecessor, … where a successor's status is based on a merger—in that circumstance, "the merged
entity is subject to jurisdiction wherever its merger partner's actions would have made the merger
partner subject in a suit based on the merger partner's liability."); U.S. Bank Nat'l Ass'n v. Bank of
Am. N.A., 916 F.3d 143, 156 (2d Cir. 2019); see also Abbacor, Inc. v. Miller, 2001 WL 1006051,
at *4 (S.D.N.Y. Aug. 31, 2001); Schenin v. Micro Copper Corp., 272 F. Supp. 523, 526 (S.D.N.Y.
1967) ). Linzer v. EMI Blackwood Music, Inc., 904 F. Supp. 207, 213 (S.D.N.Y. 1995)).9
The Federal Circuit has similarly ruled: "When the successor in interest voluntarily steps
into the shoes of its predecessor, it assumes the obligations of the predecessor's pending litigation
9
"New York Courts have frequently held that the pre-incorporation acts of a predecessor corporation can be
attributed to a successor corporation for the purpose of establishing long arm jurisdiction where the predecessor and
the successor are one and the same." (internal quotation marks omitted)). Plaintiff asserts that "successor jurisdiction
inheres not only by a merger, but also by ‘a scheme to avoid jurisdiction,’ and by ‘an assumption of the
predecessor's liabilities,’ " Schenin v. Micro Copper Corp., 272 F. Supp. 523, 526 (S.D.N.Y. 1967) ). Linzer v. EMI
Blackwood Music, Inc. , 904 F. Supp. 207, 213 (S.D.N.Y. 1995) ;Suez Water N.Y. v. E.I. du Pont de Nemours & Co.,
578 F. Supp. 3d 511 (S.D.N.Y. 2022)
10
if the court properly assumed jurisdiction over the predecessor and if the successor is properly
served (as here)." Minnesota Min. & Mfg. Co. v. Eco Chem, Inc., 757 F. 2d 1256, 1263 (Fed. Cir.
1985).
"[W]hen a person is found to be a successor in interest, the court gains personal

jurisdiction over them simply as a consequence of their status as a successor in interest,
without regard to whether they had any other minimum contacts with the state."
LiButti v. United States, 178 F. 3d 114, 123 (2nd Cir. 1999). (citing cases); see also In re DES
Cases, 789 F. Supp. 552, 558 (E.D.N.Y. 1992).
And that is precisely what happened here: Akzo Nobel Inc. "spun off" the Nouryon entities
to conduct its microsphere business, and each of the former Akzo Nobel entities became a similarly
named Nouryon entity. Thus, as successors to Akzo Nobel, Inc and Akzo Nobel Chemicals Inc.,
Akzo Nobel Coatings Inc with their principal place of business in New York, the Nouryon entities
have accepted general personal jurisdiction in New York.
Courts have long-arm jurisdiction over a successor corporation on the basis of the contacts
of its predecessor. See generally Simmers v. American Cyanamid Corp., 394 Pa. Super. 464, 576
A.2d 376 (1990) (discussing such cases). Thus, the Nouryon entities would also be amenable to
jurisdiction under C.P.L.R. § 302(a)(3)(ii) for the reasons that apply to the Akzo Nobel entities.
"Since [defendant] has consented to general jurisdiction, however, which extends even to causes
of action "not arising out of or related to the defendant's contacts with the forum," Helicopteros
Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 n. 9 (1984), jurisdiction under section
301 is appropriate. [defendant] is also amenable to general jurisdiction because it is "doing
business" in New York on a systematic basis. Simonson v. International Bank, 14 N.Y.2d 281,
285, 251 N.Y.S.2d 433, 200 N.E.2d 427 (1964). In sum, the Nouryon entities are subject to
personal jurisdiction in New York as successors to the Akzo Nobel entities that had already
consented to jurisdiction and had a principal places of business in New York. See In re DES cases,
789 F. Supp. at 558 (successor-by-merger); Gorton v. Air & Liquid Systems Corp., 303 F. Supp.
11
3d 278, __ (M.D. Pa. 2018). Indeed, in Patin v. Thoroughbred Power Boats Inc., 294 F.3d 640
(5th Cir. 2002), the Fifth Circuit relied on the successor liability doctrine to hold that an entity was
subject to jurisdiction in the same manner as its predecessor.
Nouryon Chemicals LLC is registered to do business in New York and has its principal
place of business in Brewster, New York (Exhibit 8) It was also the merger successor of Akzo
Nobel Chemicals Inc. and Akzo Nobel Chemicals NY LLC, which also had principal places of
business in New York. Xene alleges that Akzo Nobel Chemicals Inc was also merged into Nouryon
BV, along with Akzo Nobel Inc and Akzo Nobel Coatings Inc's business. Therefore there is general
personal jurisdiction over Nouryon BV. Nouryon BV's website shows "their locations" include
Nouryon Chemicals LLC’s warehouse in Burt, NY. Exhibit 23. As of September 2022, the same
site showed Brewester as main office for Nouryon Chemicals LLC, (Exhibit 23) which now shows
just the warehouse in Burt NY. Exhibit23B. As of Sept 2022, Akzo Nobel Coatings Inc, Akzo
Nobel Inc and Akzo Nobel Chemicals Inc were shown by google and yellowpages to be open with
their main offices where they each principally ran their business for decades, Deer Park, Tarrytown
and Dobbs Ferry respectively, Exhibit B. Today they all point out of state. www.google.com. They
appear to have purposefully made this change on google.com because of this litigation in
anticipation of this motion to dismiss just months ago, and now all of them point out of state.
Exhibit 24. www.google.com. Unfortunately or fortunately, google updates can’t wipe out 13
years, 83 years, 156 years of history doing business in New York.
Nouryon Pulp and Performance Chemicals LLC is also registered to do business in New
York and maintains an employee and warehouse in Burt, New York. It is successor to Akzo Nobel
Pulp and Performance Inc.
Akzo Nobel Inc., Akzo Nobel Chemicals Inc, Akzo Nobel Coatings Inc. all maintained
principal places of business in New York and assigned these businesses to Nouryon BV, Nouryon
12
USA LLC , Nouryon Holdings 1,2,4 Inc., who are all be subject to general personal jurisdiction as
successors in interest.
PERSONAL JURISDICTION OVER NOURYON BV

AND NOURYON PULP AND PERFORMANCE CHEMICALS AB
RULE (4) (K) (2)- Federal Long-Arm Statute
Under the federal long-arm statute, personal jurisdiction for federal law claims is
proper if (1) "the defendant is not subject to jurisdiction in any state's courts of
general jurisdiction" and (2) "exercising jurisdiction is consistent with the United
States constitution and laws." Fed. R. Civ. P. 4(k)(2). Thus, three requirements must
be met: "(1) the claim against the defendant must arise under federal law; (2) the
defendant must not be subject to the personal jurisdiction of any state court of
general jurisdiction;10 and (3) the federal court's exercise of personal jurisdiction
must comport with due process."
Synthes (USA) v. GM Dos Reis Jr. Ind., 563 F. 3d 1285, 1291 – (Fed Cir 2009).11
First, the patent infringement claims clearly arise under federal law. Second, the exercise
of personal jurisdiction comports with due process. The due process analysis under Rule 4(k)(2)
"contemplates a defendant's contacts with the entire United States, as opposed to the state in
which the district court sits." Id. at 1295. Whether or not Akzo had purposeful contacts with New
York, it certainly purposefully sought out the United States market: Foreign Predecessors-Akzo
Nobel NV, Akzo Chemicals BV and Akzo Chemicals Int'l BV and Akzo Pulp AB imported its
allegedly infringing products to the United States during the relevant patent period, for at least 8
years prior to the merger and then 5 years after the merger. Total Revenues in the United States
were billions for the 13 years of plaintiff's patents and trillions during the 156 years doing
business in the United States. Thus, minimum contacts are satisfied.
10
Nouryon Declaration offers that Nouryon BV nor Nouryon Pulp AB have any offices, warehouses or locations in
the United States.
11
See also Touchcom, Inc. v. Bereskin & Parr, 574 F.3d 1403, __ (Fed. Cir. 2009). Aqua Shield, Inc. v. Inter Pool
Cover Team, No. 05 Civ. 4880, 2009 WL 29312 (E.D.N.Y. Jan. 5, 2009); Porina v. Marward Shipping Co., 521 F. 3d
122, 127 (2nd Cir. 2008); RegenLab USA LLC v. Estar Techs. Ltd., 335 F. Supp. 3d 526, 546 (S.D.N.Y. 2018).
13
Moreover, exercise of personal jurisdiction over Foreign Defendants would be reasonable
and fair. The burden of showing that exercising personal jurisdiction would be unreasonable is
on the defendant, and where minimum contacts have been satisfied the defendant "must present a
compelling case that the presence of some other considerations would render jurisdiction
unreasonable." Xilinx, Inc. v. Papst Licensing GmbH & Co. KG, 848 F.3d 1346, 1355 (Fed. Cir.
2017) (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 477 (1985)). Regenlab, supra.12
Here, jurisdiction over the foreign entities is not unreasonable. First, litigating in New
York would not be particularly burdensome for them "`[b]ecause modern transportation and
communications have made it much less burdensome for a party sued to defend [itself]' outside
its home state." Patent Rights Prot. Group, 603 F.3d at 1370 (quoting Burger King, 471 U.S. at
474). Second, New York has a strong interest in protecting its residents from patent
infringement. See Elecs. for Imaging, Inc. v. Coyle, 340 F.3d 1344, 1352 (Fed. Cir. 2003). Third,
Xene has a clear interest in protecting itself from patent infringement. See id. Fourth,
adjudicating this action in New York would promote the interstate judicial system's interest in
efficient resolution of controversies because New York spares other states "the burden of
providing a forum" for Xene and satisfies Xene's "interest in obtaining convenient and effective
relief" as Xene "would otherwise face the substantial burden" of pursuing separate litigation
against Akzo Nobel and Nouryon. Patent Rights Prot. Group, 603 F.3d at 1371; Regenlab, 335
12
The Federal Circuit has explained that "these compelling cases àre limited to the rare situation in which the
plaintiff's interest and the state's interest in adjudicating the dispute in the forum are so attenuated that they are clearly
outweighed by the burden of subjecting the defendant to litigation within the forum.'" Patent Rights Prot. Group, LLC
v. Video Gaming Tech., Inc., 603 F.3d 1364, 1369 (Fed. Cir. 2010) (citing Beverly Hills Fan, 21 F.3d at 1568).
In this process, the Court considers "five due process factors: (1) the burden on the defendant; (2) the forum's interest
in adjudicating the dispute; (3) the plaintiff's interest in obtaining convenient and effective relief; (4) the interstate
judicial system's interest in obtaining the most efficient resolution of controversies; and (5) the shared interest of the
states in furthering fundamental substantive social policies." M-I Drilling Fluids, 890 F.3d at 1002 (citing Burger
King, 471 U.S. at 477). Regenlab, supra, 335 F. Supp. 3d at 546; Trimble Inc. v. PERDIEMCO LLC, 997 F. 3d (Fed.
Cir. 2021).
14
F. Supp. 3d at 546. Finally, "[b]ecause patent infringement is a matter of federal law, "`the
shared interest of the several States in furthering fundamental substantive social policies' is not
implicated by this action." Id. (citing Elecs. For Imaging, 340 F.3d at 1352). Regenlab, 335 F.
Supp. 3d at 547.
The remaining issue is whether Akzo may be subject to personal jurisdiction of any state.
The circuits are divided as to who bears the burden of showing that no other state has personal
jurisdiction over the defendant. See Precision Assocs., Inc. v. Panalpina World Transp.
(Holding) Ltd., No. 08-cv-42, 2011 WL 7053807, at *44 n.33 (E.D.N.Y. Jan. 4, 2011) (collecting
cases); Regenlab, 335 F. Supp. 3d at 547.
Based on the information readily available to Xene, the defendants are not subject to suit
in the courts of general jurisdiction of any other state, nor has Nouryon indicated in its opening
brief that it is subject to general jurisdiction elsewhere, thus waiving this argument. Akzo and
Nouryon have not consented to an alternative court in which they are amenable to personal
jurisdiction. The only statement nearing an admission to personal jurisdiction for the foreign
defendants states:
Finally, the most efficient resolution of this controversy for any of the Nouryon
Defendants against which Plaintiff can state a cognizable claim would be in
Delaware where Nouryon Pulp-and-Performance Chemicals LLC, the only
domestic entity involved in Expancel, is incorporated and agreed to jurisdiction
pursuant to the Confidentiality Agreement. (Skinner Decl. Ex. 1.)
Nouryon's Opening Brief at 18. This statement is not a consent to jurisdiction in Delaware.
Defendants also assert that a confidentiality agreement between Xene and defendants
requires disputes to be adjudicated in Delaware. But until recently in February 2023, Xene had
never seen a version of this Confidentiality Agreement that was signed by Defendants.. Xene had
no knowledge that it was ever signed by Nouryon until February 2023 even though it was dated
in November 2021. The purpose of that agreement was to solicit plaintiff to send highly
15
proprietary samples with trade secrets of Xene's new "Masterbatch Form." The purpose of the
Agreement as cited on page one was the request by Nouryon to inspect and examine Xene's New
Masterbatch Form which has far fewer additives than Nouryon's Masterbatch form. This was the
agreement's only purpose. This patent infringement litigation case does not "arise out of or relate
to" the disclosure made by Xene to Nouryon of their proprietary Masterbatch form, which
Nouryon solicited for examination, even though it is highly relevant in proving that Defendants
were well-aware of Xene's patents and technology.
PRIOR FEDERAL CASES AGAINST PREDECESSOR AKZO NOBEL NV
Since the enactment of Rule 4(k)(2) in 1993, Nouryon BV's predecessors Akzo Nobel NV,
Akzo Nobel Chemicals BV, Akzo Nobel Chemical International BV, Defendants' Dutch foreign
entities (and their subsidiaries), have been subjected to personal jurisdiction in the United States
including New York's Federal District Court in the Southern District of New York and various
Federal courts around the country including Ohio, Delaware, California, Louisiana,
Pennsylvania.13 These cases alleged that the foreign Akzo Nobel entities, who have been merged
into the defendants, monopolized the USA chemical markets in violation of US Anti-Trust laws.14
Like this case, because the claims arose under Federal law, Rule 4(k)(2) applied and was used to
13
The multitude of jurisdictions where the merged entities Akzo Nobel NV, Akzo Nobel Chemicals BV and Akzo
Nobel Chemicals International BV were subjected to personal jurisdiction for Anti-Trust violations evidences this.
See Latino Quimica-Amtex S.A. v. Akzo Nobel Chemicals B.V., Akzo Nobel Functional Chemicals, LLC, No. 03
Civ. 10312, 2005 WL 2207017 (S.D.N.Y. Sept. 8, 2005) ( New York personal jurisdiction); Diamond Chemical Co.
v. Akzo Nobel Chemicals B.V., No. 01CV02118 (CKK) (D.D.C. Dec. 20, 2001) ; CHATTEM CHEMICALS v.
Akzo Nobel Chemicals BV, 229 F. Supp. 2d 555 - Dist. Court, MD Louisiana 2002; In re Hydrogen Peroxide
Antitrust Litigation, 374 F. Supp. 2d 1345 Footnote 2 - Judicial Panel on Multidistrict Litigation 2005(Akzo Nobel
Inc and Akzo Nobel Chemicals International BV in Pennsylvania, California); Latino Quimica-Amtex S.A. v. Akzo
Nobel Chemicals B.V., No. 03 Civ. 10312, 2005 WL 2207017 (S.D.N.Y. Sept. 8, 2005).
Tom’s of Maine did not involve a federal issue.

14
Rule 4(k)(2) has also been used against domestic defendants. Even in cases where defendant was a resident of
another state, New York Federal Courts have exercised personal jurisdiction for federal claims. See, e.g., Moon Joo
Yu v. Premiere Power LLC, No. 14-cv-7588 (KPF), 2015 WL 4629495, at *5 (S.D.N.Y. Aug. 4, 2015) (holding that
a New York federal court could exercise jurisdiction over a defendant for Exchange Act claims even though the
defendant was a resident of Oklahoma.)
16
find jurisdiction.
PIERCING THE CORPORATE VEIL

FOR UNINCORPORATED ASSOCIATIONS
Even in the absence of general or specific jurisdiction, a court may still assert personal
jurisdiction over a parent company if the plaintiff can establish that it would be appropriate to
pierce the corporate veil. United Elec. Workers v. 163 Pleasant Street Corp., 960 F. 2d 1080,
1093 (1st Cir. 1992).
The corporate veil may be pierced, and the parent held liable for the subsidiary's conduct
"where the corporate form would otherwise be misused to accomplish certain wrongful purposes,
most notably fraud, on the [parent's] behalf." U.S. v. Bestfoods, 524 U.S. 51, 61 (1998); see also
id. at 62.15 The veil is pierced where the parent has directed and controlled the operations of the
unincorporated LLCs and subsidiaries. ACQIS LLC v. Lenovo Group Ltd., 572 F. Supp. 3d 291,
291 (2021)(finding personal jurisdiction over foreign parents from controlling its activities)16;
InterGen N.V. v. Grina, 344 F.3d 134, 149 (1st Cir. 2003).
If the LLC is an unincorporated association, then the member and LLC are one and the
same, "alter egos," and the member should be present or residing or "at home" or subject to
jurisdiction wherever the unincorporated division is subject to jurisdiction.17. Carden v. Arkoma
15
Under the federal veil-piercing standard, a court must consider: "(1) whether the parent and subsidiary
ignored the independence of their separate operations, (2) whether some fraudulent intent existed on the principals'
part, and (3) whether a substantial injustice would be visited on the proponents of veil piercing should the court
validate the corporate shield." Pleasant Street I, 960 F.2d at 1093.
16
To determine the independence of a parent and its subsidiary, the court looks to the following factors:
(1) whether a corporation is operated as a separate entity; (2) commingling of funds and other assets; (3) failure to
maintain adequate records or minutes; (4) the nature of the corporation's ownership and control; (5) absence of
corporate assets and undercapitalization; (6) use of a corporation as a mere shell, instrumentality or conduit of an
individual or another corporation; (7) disregard of legal formalities and the failure to maintain an arms-length
relationship among related entities; and (8) diversion of the corporation's funds or assets to noncorporate uses.
InterGen N.V. v. Grina, 344 F.3d 134, 149 (1st Cir. 2003).
17
See RESTATEMENT OF FOREIGN RELATIONS, at § 414 cmt. a (stating that "[u]nlike a foreign subsidiary, a
foreign branch is not a distinct juridical entity"); C. ROHRLICH, ORGANIZING CORPORATE AND OTHER
BUSINESS ENTERPRISES § 10.01 (5th ed. rev.1983) (stating that branch is not legal entity separate from parent);
17
Assocs., 494 U.S. 185, 195-96 (1990). In other words, there's no veil to pierce with an LLC.18
Minnesota Min. & Mfg. Co. v. Eco Chem, Inc., 757 F. 2d 1256, 1265 (Fed. Cir. 1985 ("The
precedents establish that a court which has jurisdiction over a corporation has jurisdiction over
its alter egos."); Fletcher v. Atex, Inc., 68 F. 3d 1451, 1461 (2nd Cir. 1995).19 Service on an
unincorporated association is the same as service on its member.20
NOURYON'S BUSINESS PRACTICES DISREGARDED ENTITY
Defendants concede that Nouryon Pulp and Performance Chemicals LLC are operating in
New York state and storing microspheres in Burt, New York (at 2153 Lockport Rd Burt, NY the
address shared by Nouryon Chemicals LLC) while in the same breath saying that it "does not own
rent lease or use any real estate, office, warehouse …anywhere in the State," See Nouryon
Declaration at 12, ¶ 73, and Declaration at 3 ¶ 14. This is exactly the kind of comingling found by
the Tom's of Maine Court to be sufficient for jurisdiction. Nothing has changed in their alter ego
practices except now the separate corporate structure has been removed so there's no to need
pretend they are separate entities. They are still one and the same legally and practically, an alter
see, e.g. Adames v. Mitsubishi Bank, Ltd., 751 F. Supp. 1548 (E.D.N.Y. 1990) (Bank establishing U.S. branch).
See ROHRLICH, supra note 33, § 10.01 (stating that branch is not legal entity separate from parent); see also Coulliard
v. Bank of New Mexico, 548 P.2d 459, 462-63 (N.M. 1976) (stating that term "branch" creates relationship of principal
and agent between parent and branch). The LLC entity is also disregarded for tax purposes.
18
"New York Courts have frequently held that the pre-incorporation acts of a predecessor corporation can be attributed
to a successor corporation for the purpose of establishing long arm jurisdiction where the predecessor and the successor
are one and the same." (internal quotation marks omitted) Schenin v. Micro Copper Corp., 272 F. Supp. 523, 526
(S.D.N.Y. 1967) . Linzer v. EMI Blackwood Music, Inc. 904 F. Supp. 207, 213 (S.D.N.Y. 1995); Suez Water N.Y.
v. E.I. du Pont de Nemours & Co., 578 F. Supp. 3d 511 (S.D.N.Y. 2022).
19
“The plaintiffs next contend that a genuine issue of fact was raised as to whether Kodak could be held liable on an
agency theory — that is, whether Kodak, as principal, could be liable for the tortious acts of Atex, its agent. The
plaintiffs rely on statements in Atex/ EPPS literature to support their theory: (1) the statement in the Atex document
"Setting Up TPE 6000 on the Sun 3 Workstation" that "Atex is an unincorporated division of Electronic Pre-Press
Systems, Inc., a Kodak company"). Id. At 1460.
20
Arrowsmith v. United Press Int'l, 320 F. 2d 219, 225 (2nd Cir. 1963) (CPLR 310 and Federal Rule 4 for
unincorporated associations "enumerates the officers and agents of a corporation or of a partnership or other
unincorporated association upon whom service of process may be made.”); NetJets Aviation, Inc. v. LHC
COMMUNICATIONS, LLC, 537 F. 3d 168, 177 (2nd Cir. 2008) (“the distinction between the entity and its owner
"may be disregarded" )
18
ego, a branch or division. Moreover, Nouryon BV's website has a list of its locations ("our
locations") pointing to Burt, NY. Exhibit 23. https://www.nouryon.com/company/locations/.
Accordingly, since the members of an unincorporated association are present and doing business
and "at-home" for personal jurisdiction where the LLC does business, the Defendant LLCs are
subject to jurisdiction in this Court.21
EVIDENCE OF INFRINGEMENT AND INDUCEMENT IN NEW YORK
Defendants allege that there are no direct infringers, and therefore, Xene cannot state a
claim for induced infringement. Not true. As Xene alleged and showed in its Complaint,
Defendants' customers are carrying out the claimed, patented process with Defendants' knowledge
and assistance. Further details regarding three of Defendants' key customers are provided below.
Xene does not believe these details are necessary in the Complaint, but would amend to the
Complaint if requested by the Court to include these details.
BOEING22- In the pre-motion letter issued to the court, Plaintiff noted that a majority of
parts of aircrafts contain microspheres. Three patents recently issued to Boeing Aircrafts shows
conclusively that Boeing uses Akzo Nobel/Nouryon microspheres in the molding of their
airplane hulls and wings in the exact manner described in the Plaintiff’s patents. Exhibit M. It’s
a virtually identical Boeing Claim after “composite member” is changed to “composite
workpiece” and “capsule” is changed to “pellet.”
21
Of note, neither the Supreme Court Federal Circuit or Second Circuit has directly addressed whether the type of
artificial entity, e.g., partnership or limited liability company, affects the "at home" analysis.
22
The BOEING Company had and has, owned or controlled at least 14 companies, including 5 domestic New York
entities and unincorporated associations registered to business in New York State, and seven entities registered in
the Eastern District of New York, as agents of the Boeing Company. Some or all of the New York entities and
Eastern District entities are involved with the purchase, manufacture, sale, distribution, solicitation and
development, use activities of Boeing’s aircraft or parts of aircraft flown into and above New York State or
manufactured, distributed through or in New York state.
19
See US Patent numbers 11,298,892 , 11,325,282 11,046,027. Exhibit 25. A claim chart
and claim comparison is attached as Exhibit 27. Boeing is infringing the patent to make the hull
20
and wing of the plane.
Each of the Boeing patents say that they use microspheres sold by Akzo Nobel Inc. See The
BOEING ‘282 patent at page 19 line 45,23.
23
“between expandable thermoplastic microspheres sold by AkzoNobel, Inc...”; Boeing ‘892 patent at Page 13
line 1 “expandable thermoplastic microspheres sold by AkzoNobel, Inc…”, the Boeing ‘027 patent at page 10
line 4 “include the expandable thermoplastic microspheres sold by AkzoNobel, Inc…”
21
EVONIK- EVONIK is a German conglomerate company in the business of
manufacturing composites parts and solutions for the fiber composites industry.24 Evonik
corporation is registered to do business in Queens, New York,2526Exhibit N
Evonik’s foam molding product is called Rohacell. It is a microsphere foam used to manufacture
mega wind blades, airplanes, automobiles, boats, and sporting goods as shown in the exhibited
documents:. An article published in Science Direct proves that Rohacell is Expancel by Akzo
Nobel. 27 Exhibit N7.
On Page 36 of Evonik’s brochure on COMPOSITES, (Exhibit N2) it shows an example
of how their Rohacell is used in the airplane wings and cores for wind turbine blades28 and it is
“Evonik manufactures a range of products that can be found in almost all components of fiber- reinforced
composites.” Page 4.
25
EVONIK GOLDSCHMIDT CORPORATION was registered in Kings County, and Evonik Oxygen in Erie, New
York.
27
Science Direct, Fiber-reinforced composite foam from expandable PVC microspheres – N7 Exhibit
28
Rohacell Foam for Sustained Wind Energy, Rohacell WIND-F, Exhibit N1, Rohacell for Windblade Cores N1A ,
https://products.evonik.com/assets/35/01/243501.pdf
Rohacell for Composites https://products.evonik.com/assets/33/62/243362.pdf Exhibit N2

https://performance-foams.evonik.com/en/markets/wind-energy;
https://products.evonik.com/assets/35/01/243501.pdf; https://products.evonik.com/assets/74/30/Asset_2207430.pdf
22
the same designs and figures in Boeing patent. Evonik supplies AIRBUS and Wind Blade
makers in Europe while Nouryon Supplies BOEING and GE in the United States. Exhibit N1
describes the sandwich cores for the Wind Blades. Exhibit O is the Wind Blade Claim chart
using Rohacell for Windblade Cores Exhibit N1A. These “powder inmold coatings” are also
made with Akzo Nobel microspheres by Akzo Nobel Coatings Inc. Exhibit N2.
.
P41 powder inmold coatings, which allows you to apply the coating on the mold in the process fully auto-mated.
These “powder inmold coatings” are also made with Akzo Nobel microspheres, by Akzo Nobel Coatings Inc..
Exhibit N2
23
Page 35 of the “Evonik for Composites” lists which Rohacell grade is used for which
application: Wind blades, Aircrafts, 29 Automotive, 30 Sports31 Helicopters32 Marine,
Transportation,
Some or all of the Evonik’s New York entities and Eastern District entities are involved
with the purchase, manufacture, sale, distribution, solicitation and development, use activities of
manufacturing or selling, automobiles, helicopters, wind blades, sporting goods, construction and
transportation products used in New York State or manufactured, distributed through or in New
York state.
GE-The General Electric Company is a domestic New York company registered with its
principal place of business in Schenectady, New York. It has 47 entities registered to do business
in New York State including 7 in this Eastern district. Exhibit P.
The General Electric Company manufactures, amongst other products, mega wind blades in
Schenectady, New York using microspheres manufactured and sold by the Akzo Nobel Inc. and
its successor defendants in the manner described in the plaintiff’s patents.
As in the manufacturing of aircrafts wings, most of the parts of the mega wind blades use
microspheres in the manufacturing and molding process.
The teachings in plaintiff’s patents are used in the manufacturing of parts using Rohacell.
29
Rohacell –Hero and Rohacell –A grade is used to make Aircrafts Exhibit N3
https://products.evonik.com/assets/32/50/243250.pdf
30
. Rohacell -LIGHTWEIGHTING FOR THE ROAD PERFORMANCE FOAM COMPOSITES FOR
AUTOMOTIVE Exhibit N4 https://performance-foams.evonik.com/en/markets/mobility-and-
transportation/automotive
31
Rohacell - COMPOSITE DESIGNS FOR PREMIUM, SPORT, ELECTRIC & SPECIAL EDITION CARS
Exhibit N5 https://performance-foams.evonik.com/en/markets/mobility-and-
transportation/automotive/attachment/138721?rev=456158dc978805258f7cb958bf918087
32
Rohacell -COMPOSITE ROTOR BLADES-LIFT DESIGNS TO NEW HEIGHTS WITH OUR FOAMS FOR
HELICOPTERS https://performance-foams.evonik.com/en/downloads/rohacell-in-helicopter-rotor-blades-for-a-
reliable-lift-off-144083.html Exhibit N6
24
As Expancel is used in the manufacture of Boeing Aircracts, Rohacell is used to make Airbus
Aircrafts, . https://performance-foams.evonik.com/en/processing-and-services/automated-
production
Rohacell is sold in a vast array of Automotive parts, Helicopter Blades and parts Marine and
Railway and Oil and Gas manufactured and sold in the United States in addition to parts and
products manufactured in Europe and them imported into the United States.33
It is used in the manufacture of Mega Wind blades for Wind Turbines, Helicopter blades,
many parts of commercial aircrafts including their wings, automobile parts and frames, sporting
goods parts and frames, construction parts and frames, and parts for the transportation industry.
These composites industries combined represent quadrillions of dollars.
INDUCEMENT TO INFRINGE
All three Boeing patents reference two publications by Akzo Nobel NV (the Dutch parent
merged into the foreign defendants), u s e d t o i n d u c e i n f r i n g e m e n t , Expancel
Microspheres: The World's Favorite Secret Ingredient, 2016, and Akzo Nobel NV, Product
Specification for Expancel Microspheres, Expancel MB, Nov. 2017. See Page 2 of each
Beoing Patent34. Exhibit 35 evidences an additional marketing publications by Akzo Nobel NV
inducing the use of their microspheres to manufacture composite parts with the process disclosed
in the Plaintiff’s patents.
34
Page two of each of the three Boeing patents proving infringement references two publications by Akzo
Nobel NV, the predecessor of Nouryon BV in the development of their use of the patent to make parts of the
Aircraft including the hull and the wings
“WU/DU Composites More volume with reduced weight and increased stiffness. Low binder requirement. “ Id.
page 4
“Reduced weight, reduced cost / low resin consumption, increased stiffness” Id page 14
“Cost savings, reduced weight, good insulation, increased dimensional stability, increased mass and thickness.” Id.
25
All three patents reference two publications by Akzo Nobel NV, u s e d t o i n d u c e

35
infringement, a n d u sed to induce Boeing to use the microspheres in the manner
described in the patent. Exhibit 36 evidences yet another marketing publications by Akzo Nobel
inducing the use of their microspheres to manufacture composite parts with the process disclosed
in the Plaintiff’s patents. These two publications jointly authorized by Xene and Akzo Nobel and
Akzo Nobel Pulp and Performance Chemicals AB, were republished through all their sales
offices and subsidiaries around the world to solicit sales of microspheres, including by Akzo
Nobel Pulp and Performance Chemicals Inc, at their showroom in Georgia, where they also
displayed samples of products made using Plaintiff’s patented technology for the purpose of
inducing customers to use their microspheres to manufacture composites in the method taught
by the Plaintiff’s patents.
Plaintiff and Defendants predecessors co-authored and published the Xenecore-Expancel
Joint brochure in order to induce customers to use Akzo Nobel’s microspheres consistent with
Xene’s patents, prior to issuance. Exhibit 35.
Page 3 describes how to make a wind turbine blade and airplane wing (which are
designed and made exactly the same way using wind Lift to Lift aircrafts and rotate wind blades:
The “molding process is as simple as laying up composite sheets and resin as per
normal and filling the void with specially formulated microcapsules that expand
during a chemical reaction during the curing phase.”
Xenecore-Akzo Joint Brochure Page 3.Exhibit 35.
The brochure shows a picture of the wind blade using the patented technology, which is the same
as an airplane wing. In fact, the first LIFT wind blades simply used airplane wings. See Albert
Betz, Manuscript. Exhibit Q.
35
A k z o N o b e l N V , Expancel Microspheres: The World's Favorite Secret Ingredient, 2016, Akzo
Nobel NV, Product Specification for Expancel Microspheres, Expancel MB, Nov. 2017.
26
The second Joint Akzo-Xene brochure also shows pictures of how to use Expancel
microspheres to make airplane hulls and wings, and wind turbine blades, boat hulls and
automotive parts with those uses labeled.
Even now, Nouryon BV’s website points directly to Lantor Composite’s pages where
wind turbines and blades are shown. Akzo Nobel's annual report regularly had pictures of
Boeing planes and wind turbines to promote the use of their microspheres. Exhibit 38.
In Nouryon’s youtube video “Expancel® Microspheres – The world’s favorite secret ingredient |
Nouryon”, Nouryon show videos of helmets, a construction building, a boat motorcycle, and a
27
“the little things in the helmet that keep you safe” 36 In another of Nouyon’s Expancel videos
they show and circle and encourage the use of Expancel to make wind turbine blades.
In their Joint Nouryon-Lantor youtube video entitled “Expancel Microspheres is an integral
part in high quality composites | Nouryon,” they show and encourage the use of microspheres
to manufacture all the composites products including mega wind turbine blades. 37 Lantos
Composites’s claim chart is also at Exhibit 27.
The Mega Wind Turbines made by General Electric Company are operating at least 9 current
farms totaling 4.3 Gigawatts in New York State., with 5 mega off shore farms currently building
36
https://www.youtube.com/watch?v=-an27xEnbbs.
37
https://www.youtube.com/watch?v=a7ZQN7puGXg
28
off the coast of the Eastern District planned to power the nation. 38
Of the 9 Wind farms operating in New York state, one operate using 195 Wind Turbines
manufactured by Vestas in Denmark, 37 by Siemens of Germany and the rest, the vast majority
of the wind turbines (approximately 1000) were manufactured by General Electric in
Schenectady New York. From 2010 to today approximate two Gigawatts over 1000 wind
turbines have been installed in New York State, most of them using GE turbines. 39 Wind turbine
blades are made in the same infringing manner as aircraft wings.40
AKZO NOBEL INC'S MOTION TO DISMISS
Akzo Nobel Inc.'s motion to dismiss ignores 83 years of abundant history of it and its
foreign controlled parent Akzo Nobel NV doing business in New York State through 19 registered
38
https://en.wikipedia.org/wiki/Wind_power_in_New_York.
39
Nine Gigawatts of additional wind farms are currently being built through 5 wind farms off the coast of Brooklyn
and Long Island in this Eastern District using General Electrc’s Wind Turbines.
https://en.wikipedia.org/wiki/List_of_offshore_wind_farms_in_the_United_States
40
Coatings are also an important part of the manufacturing process, as described in the Rohacell brochures, Rohacell
FOR COMPOSITES, page 41 “powder inmold coatings, which allows you to apply the coating on the mold in the
process…” The Boeing patent also recites the use of coatings in the manufacturing process. ‘282 Patent page 21 line
17, 45. Page 11 of Expancel® Microspheres, Your Engineered Solution, proves that their coatings contain
microspheres:
“Expancel® microspheres is used as a lightweight filler in many applications today, including …coatings
and … have all the protective properties of heavy duty coatings.”
29
entities. It also ignores the 13 years of infringement claimed in this lawsuit.
Akzo Nobel Inc's Memorandum skips from 1970 when Expancel was invented to 2018
when Akzo Nobel NV "spun out" the Expancel business. Motion to dismiss, Page 2 line 7. Akzo
Nobel NV (the predecessor Dutch parent) "spun out" Akzo Nobel Chemicals LLC later renamed
Nouryon Chemicals LLC, admitting that Akzo Nobel Chemicals LLC was and is involved with
microspheres.
Defendant Akzo Nobel Chemicals Inc. was also heavily involved with microspheres and
maintained its principal place of business where general jurisdiction and service of process was
consented to: 120 WHITE PLAINS ROAD, SUITE 300, TARRYTOWN, NY, UNITED STATES,
Exhibit 21. On the other hand, at line 8 of their Preliminary Statement they claim “Akzo Nobel"
(defined as "Akzo Nobel Inc" in their definition section), "spun out" the microsphere business,
incorrectly stating again that this lawsuit is only about Expancel microspheres. Microspheres are
contained in up to 60 different brands of products made or sold by Nouryon and Akzo Nobel,
including Coatings which are also the subject of these infringement claims and which coatings
business was also merged into Nouryon BV and Nouryon defendants. Exhibit 28. What happened
in its history and during the relevant years before and after publication of the patents in 2010 to
Akzo Nobel Inc. and Akzo Nobel Chemicals Inc is particularly significant and must start with the
history and background of the Akzo Nobel Inc. The three page declaration by Amy Harrison
provides little to no information about the history of Akzo Nobel as she just started her employment
in 2022.
As of the commencement of this lawsuit, and September 2022, Akzo Nobel Inc, was still
open and in operation in Tarrytown New York, Akzo Nobel Chemicals Inc, was open and
operational in Dobbs Ferry, NY and Akzo Nobel Coatings was open and operational in Deer Park
30
NY according to google and yellow pages searches. Exhibit B. 41
AKZO NOBEL INC and JOHN DOE DEFENDANTS REGISTERED TO DO

BUSINESS IN NEW YORK AND HAVE A PRINCIPAL PLACE OF BUSINESS
IN NEW YORK CPLR 301
In New York, C.P.L.R. Section 301 governs general jurisdiction. Section 301 preserves the
common law concept that "a court may exercise general jurisdiction over a non-domiciliary
defendant if the defendant is èngaged in such a continuous and systematic course of doing
business here as to warrant a finding of its presence in this jurisdiction.'" Chatwal Hotels & Resorts
LLC v. Dollywood Co., 90 F. Supp. 3d 97, 103 (S.D.N.Y. 2015) (quoting Landoil Res. Corp. v.
Alexander & Alexander Servs., Inc., 918 F.2d 1039, 1043 (2d Cir. 1990)). The Supreme Court has
sharpened this inquiry as to whether a foreign corporation is subject to a state's general jurisdiction
in questioning whether that corporation's in-forum contacts "'are so continuous and systematic as
to render [the corporation] essentially at home in the forum State.'" Daimler AG v. Bauman, 571
U.S. 117, 139 (2014) (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915,
919 (2011)); Sidik v. Royal Sovereign Int'l, Inc., No. 17-CV-7020 (JS)(ARL) (E.D.N.Y. 2020).
During Akzo Nobel's and Nouryon's 83-year presence in New York state, at least eighteen
Akzo Nobel entities registered to do business in New York state42 and have been doing business
in New York state, including defendants Akzo Nobel Inc., (Dobbs Ferry) Akzo Nobel Chemicals
Inc.(Tarrytown), Akzo Nobel Chemicals LLC (NY)(Putnam), Akzo Nobel Coatings Inc (Nassau)
and, Akzo Nobel Pulp and Performance Chemicals Inc 2006) (Westchester/Tarrytown), Akzo
Nobel Salt Inc. (Monroe), Nouryon Functional Chemicals LLC 1999.(Westchester/Tarrytown).
Akzo Nobel Inc.'s registered address for service address was Dobbs Ferry NY. The other wholly
owned subsidiaries and unincorporated associations registered to do business in New York were
41
The payment of annual fees is not necessarily tied to operation of a company.
42
Exhibit G
31
also sued dozens if not hundreds of times in the 80+ year history. See Exhibit S.
Since 1987, for 35 years Akzo Nobel Coatings Inc.'s principal place of business was in Deer
Park, New York, it was registered to do business in Nassau County, and as of the
commencement of this lawsuit still maintained its principal place of business in Deer Park and as
of today still maintains a location in Queens, New York at the same address as the
unincorporated division Nouryon Functional Chemicals LLC, registered in New York's
Westchester County since 1999.
The Akzo Nobel Inc.'s wholly owned entities registered to do business in New York
included these four registered to do business in Westchester or Suffolk with service or executive
addresses in Dobbs Ferry, NY or Tarrytown, NY: AKZO ELECTRONICS, INC., Suffolk
County, each had their service of process and principal office as Akzo America Inc., at the
Dobbs Ferry location:43 AKZO NOBEL CELLULOSIC SPECIALTIES INC, AKZO NOBEL
ELECTRONIC (Westchester) INTERCONNECTIONS INC. (Westchester) EXHIBIT R.
By spinning off a large chunk of the business into brand new Nouryon entities, Akzo Nobel
Inc and Nouryon BV, Nouryon USA LLC, Nouryon Holding US 1,2,4 Inc. engaged in a scheme
to "clean" away potential liabilities of Akzo Nobel Inc. including the liability to the plaintiff. The
predecessor and the successor are one and the same." Plaintiff hereby asserts that "successor
jurisdiction inheres not only by a merger, but also by 'a scheme to avoid jurisdiction,' and by 'an
assumption of the predecessor's liabilities,' " Schenin v. Micro Copper Corp., 272 F. Supp. 523,
526 (S.D.N.Y. 1967); Linzer v. EMI Blackwood Music, Inc., 904 F. Supp. 207, 213 (S.D.N.Y.
1995); Water Suez., supra.
32
Akzo Nobel Inc. was gutted out and merged into successors Nouryon BV. through
intermediary unincorporated divisions Nouryon USA LLC, and Nouryon US Holding 1,2,4 Inc.
(3 entities). Nouryon BV is the successor-in-interest to Akzo Nobel Inc., whose principal place
of business was and is Dobbs Ferry, NY and Tarrytown, NY for almost four decades, which was
merged into Nouryon BV and then recently closed. Therefore, New York State has general
personal jurisdiction over Nouryon BV.
Akzo Nobel Chemicals Inc, Akzo Nobel Inc, Akzo Nobel Chemicals LLC, Akzo Nobel
Coatings Inc, and Akzo Nobel Salt Inc. also maintained a principal place of business in New York.
Amy Harrison, who only started in with the company in 2022, submitted a three page declaration
about Akzo Nobel Inc., which provided little to no history about Akzo Nobel Inc.'s history of
activities or which entities ever maintained a principal office in New York.
Nouryon Functional Chemicals LLC, formed in 1999 and registered to do business in
Tarrytown Westchester in 1999, maintained a principal place of business in New York and
maintains a location in Queens, New York. Exhibit K. In Aybar v. Aybar, 37 NY3d 274 (Court of
Appeals 2021), New York's Court of Appeals recognized that the Supreme Court left open the
possibility to find general jurisdiction in exceptional cases where consent to jurisdiction plus
operations support general personal jurisdiction as in the case here. Id.
Although local registration may not alone create general personal jurisdiction, if the
company also took another purposeful action such as opening an office to target New York’s stock
market as (they are going again today), and operating for years and deriving enormous income,
the registration and active business should meet the Constitutional requirement.44 Defendants met
44
Although local registration may not alone create general personal jurisdiction, if the company also took another
purposeful action such as operating a branch of unincorporated association, it should tip the scale in favor or general
jurisdiction. See e,g,, Bors v. Johnson & Johnson, 208 F. Supp. 3d 648 - Dist. Court, ED Pennsylvania 2016(general
jurisdiction by registering to do business Pennsylvania); Beach v. Citigroup Alternative Invs. LLC, 2014 WL
904650 (S.D.N.Y. 2014); (“a corporation may consent to jurisdiction in New York under CPLR § 301 by registering
as a foreign corporation and designating a local agent”). New York state courts have also ruled that registration
33
that threshold and should he held to have general personal jurisdiction.
NOURYON FUNCTIONAL CHEMICALS LLC and AKZO NOBEL COATINGS INC.,
maintained a principal place of business in New York State, and although not named in the caption,
are two John Doe defendants who purchased microspheres for ultimate use in the infringement of
the patents in suit. They were registered to do business in Tarrytown, New York and imported
products made by Akzo Nobel NV's and Nouryon BV's subsidiaries in Europe including products
containing microspheres.
Similarly, John Doe Defendants Akzo Nobel Coatings Inc,, Akzo Nobel Chemicals LLC NY
and Nouryon Functional Chemicals LLC, had a principal place of business in New York and are
subject to liability in New York.
ALTERNATIVELY, THERE IS PERSONAL JURISDICTION. UNDER NEW YORK'S

LONG ARM STATUTE CPLR 302- AKZO NOBEL INC., AKZO NOBEL CHEMICALS
INC., NOURYON PULP AND PERFORMANCE CHEMICALS AB, NOURYON
CHEMICALS LLC, NOURYON USA LLC, NOURYON HOLDING USA 1,2,4, AND
THEIR 14 MERGER PREDECESSORS REGISTERED IN NEW YORK,
In New York, the question of long-arm personal jurisdiction over an out-of-state defendant
is governed by C.P.L.R. § 302. Pieczenik v. Dyax Corp., 265 F. 3d 1329 (Fed Cir 2001); Penguin
Group (USA) Inc. v. Am. Buddha, 609 F.3d 30, 35 (2d Cir. 2010); Regenlab USA LLC v. Estar
Techs. Ltd., 335 F. Supp. 3d 526, 537 (S.D.N.Y. 2018). Xene's Complaint alleges patent
infringement from the beginning of the provisional period beginning in 2010 with the publication
consents to general jurisdiction. Corporate Jet Support, Inc. v Lobosco Ins. Group, L.L.C. 2015 NY Slip Op 32438
[Sup Ct, New York County 2015] ; Bailen v Air & Liquid Sys. Corp., 2014 WL 3885949 [Sup Ct, New York
County 2014]. Serov v. Kerzner Int'l Resorts, Inc., No. 162184/2015, 2016 WL 4083725 (N.Y. Sup. Ct. July 26,
2016)(“ post-Daimler, that an out-of-state corporation "is deemed to have consented to personal jurisdiction over it
when it registers to do business in New York and appoints the Secretary of State to receive process for it pursuant to
Business Corporation Law §§ 304 and 1304.")
The Federal Circuit declined to rule on general personal jurisdiction by registration. Acorda Therapeutics v. Mylan
Pharmaceuticals, Inc., 817 F. 3d 755 - Court of Appeals, Federal Circuit 2016, as have two Eastern District courts.
34
of the PCT application, and then, after the first patents issued 201245. Specific personal jurisdiction
exists over all the defendants because their collective action infringed Xene's patents.
NEW YORK'S LONG ARM JURISDICTION CPLR 302(A)(1) AND (2)
From 2010 to today, Akzo Nobel Inc.,(as head of all USA operations), Akzo Nobel Pulp
and Performance Chemicals Inc., Akzo Nobel Chemicals Inc., Akzo Nobel Coatings Inc., and
Nouryon Functional Chemicals LLC were agents of Akzo Nobel Pulp and Performance Chemicals
AB (Sweden), Akzo Nobel NV (Dutch), Akzo Nobel Chemicals BV (Dutch), and Akzo Nobel
Chemicals Int'l BV,(Dutch) (and all current Nouryon Defendants who succeeded them) through
their agents, alter egos subsidiaries and unincorporated divisions including the 19 entities
registered to do business in New York State. These entities sold or offered for sale microspheres
to one or more of its affiliated companies registered to do business in New York and one or more
of the 15 Boeing Companies, 47 General Electric companies, and three Evonik companies
registered to do business in New York, and from New York state sold or offered for sale directly
or indirectly to the Boeing Company, the General Electric Company, and Evonik Corporation
anywhere else in the world microspheres for use in the manufacture of aircrafts and induced them
to do so from or to them within New York State including the importation of any product into the
state for sale to Washington State or Chicago where Boeing conducts business.
Akzo Nobel Inc's importation of the accused products through alter egos such as Nouryon
Functional Chemicals LLC, and Akzo Nobel Coatings Inc., constitutes a tortious act in New York.
See Stephan v. Babysport, LLC, 499 F.Supp.2d 279, 288 (E.D.N.Y. 2007); Bank Brussels Lambert
45
Generally, "personal jurisdiction depends on the defendant's contacts with the forum state at the time the lawsuit
was filed." Klinghoffer v. S.N.C. Achille Lauro Ed Altri-Gestione Motonave Achille Lauro in Amministrazione
Straordinaria, 937 F.2d 44, 52 (2d Cir. 1991). Nevertheless, the Federal Circuit has distinguished tort cases, in which
"Defendant's contacts with the forum after the commission of the tort [generally have] no relation to the cause of
action" from patent infringement cases, which "involve the continuous infliction of injury upon the victim" thus
making it "arbitrary to identify a single moment after which defendant's contacts with the forum necessarily become
irrelevant to the issue of specific jurisdiction." Beverly Hills Fan Co. v. Royal Sovereign Corp., 21 F. 3d 1558 -1562
Court of Appeals, Federal Circuit 1994.
35
v. Fiddler Gonzalez & Rodriguez, 305 F.3d 120, 125 (2d Cir. 2002) (at this stage "plaintiff need
not actually prove that defendant committed a tort but rather need only state a colorable cause of
action").
CPLR 302(a)(3)-Xene alleged that each Defendant, including Nouryon Pulp and
Performance AB and Nouryon BV or their predecessors Akzo Nobel NV, Akzo Nobel
Chemicals BV, Akzo Nobel Chemicals Int'l, and Akzo Nobel Pulp AB, committed a tortious act
outside of New York by manufacturing and selling or inducing products that infringe on its
patent outside of New York, Complaint paragraph 1,27, 95,106, 13, 19, 74. Xene further alleges
that Defendants directly infringe or induces others to infringe on those patent rights. See Compl
¶¶ 13,24,61,86,89. These included sales to companies like Lantor and similar John Does such as
Evonik in Europe knowing that they would be used and sold and ultimately made into the
industrial and commercial composites goods for example Airbus in France, Siemens Wind
blades in Germany, and Vestas Wind turbines, and German made automobiles targeted to the
United States including New York, which would then be imported into the United States as wind
blades, aircrafts, automobiles and boats. (Complaint pg. 20,77, 85).
The Second Circuit and other courts in this circuit have looked to whether "the plaintiff
has stated a colorable claim with respect to causation" and held that the requirement was met
when the claims were "not inherently implausible" even if the plaintiff might not be able to prove
them on the merits. Bank Brussels, 305 F.3d at 126 n.2.
The number of automobiles, aircrafts and wind turbine blades made in Europe but are
sold to consumers in New York or air tickets for flights into and out of New York, or used in
36
wind farms in New York represent a substantial number of sales, sufficient to satisfy 302(a)(3)
with "substantial" revenue. Compare C.P.L.R. § 302(a)(3)(i).46
In order to secure jurisdiction under C.P.L.R. § 302(a)(3)(i), Xene must show that Akzo –
Predecessors Nobel Pulp and Performance Chemicals AB and Akzo Nobel NV (the predecessors
by merger to current defendants Nouryon Pulp AB and Nouryon BV) and the other 6 defendants
"derive substantial revenue from goods used or consumed" in New York. Akzo Nobel BV and
AB, along with the other defendants, derived tens of billions of dollars of revenues from New
York over the 80 year period of business in the United States and New York, owning a
monopoly or near monopoly of a microsphere composites industry which was at least $2 billion
per year since 2010, as described, supra. The revenue in New York is a significant part of that
revenue over 13 years. Exhibit 40. The airline industry, automobile industry, construction
industry, and wind industry are major industries that use Nouryon microspheres, and the market
is likely to grow billions of dollars more as the composites market expands in the USA, and
mega wind farms are built. Akzo-predecessors and Nouryon-Successors also sold microspheres
to many European companies including Evonik Industries in Germany and Lantor BV
composites in the Netherlands, knowing that they would be used to make Airbus and Boeing
airplanes that would end up flying over and into New York state, that the cars made by German
and American companies would end up driven in New York state, and Wind blades made by
Siemens, Vestas and General Electric would be used in New York State. They knew because
they had and still have a monopoly or near monopoly in the market.
46
In order to secure jurisdiction under C.P.L.R. § 302(a)(3)(i), Plaintiff must show substantial revenue from goods
used or consumed" in New York.
37
C.P.L.R. § 302(a)(3)(ii): Reasonable Expectations of Consequences in New York and
Substantial Revenue from Interstate or International Commerce.47
As detailed supra, the predecessor entities maintained their principal USA office as Akzo
America Inc. in Dobbs Ferry, New York, and registered 19 wholly owned subsidiaries and
unincorporated associations (LLC) in New York, at least 8 of which are still operational since the
commencement of the lawsuit. Xene alleges that the Akzo-predecessors and Nouryon–successors
have sufficient purposeful contacts with New York based on offers to sell the accused products to
customers for industrial use in New York. Here, Akzo Nobel NV, Akzo Nobel Chemicals BV,
Akzo Nobel Pulp Inc, Akzo Nobel Inc., and its merger-successors with Nouryon-entity names
offered to sell products to at least three major conglomerates (Boeing, General Electric, and
Evonik) with companies registered to do business in New York, thus demonstrating general
personal jurisdiction on a continuous and systematic basis. Thus, Xene has satisfied the reasonable
foreseeability requirement under C.P.L.R. § 302(a)(3)(ii).[11].
DUE PROCESS IS PRESENT IN NEW YORK
Jurisdiction is only proper if it also satisfies due process. In order for jurisdiction to comport
with due process, the defendant must "have sufficient `minimum contacts' with the forum state,
'such that the maintenance of the suit does not offend traditional notions of fair play and substantial
justice.'" Polar Electro Oy v. Suunto Oy, 829 F.3d 1343, 1348 (Fed. Cir. 2016) (quoting Int'l Shoe
Co. v. Washington, 326 U.S. 310, 316 (1945)).
The Federal Circuit "appl[ies] a three-prong test to determine whether specific jurisdiction
exists: (1) whether the defendant purposefully directed activities at residents of the forum; (2)
whether the claim arises out of or relates to those activities; and (3) whether assertion of personal
47
Fantastic Graphics Inc. v. Hutchinson, No. 09-cv-2514, 2010 WL 652987, at *4 (E.D.N.Y. Feb. 22, 2010) (citing
Kernan, 175 F.3d at 241.
38
jurisdiction is reasonable and fair." Id. The first two prongs correspond to the "minimum contacts"
analysis, while the latter corresponds to the "fair play and substantial justice" analysis. Id. (internal
citations omitted).
The plaintiff "bears the burden of establishing minimum contacts." Id. (citation omitted).
Then, upon such a showing, "the burden shifts to the defendant to prove that the exercise of
jurisdiction would be unreasonable." Id. (citation omitted). The minimum contacts prong is
centered on whether "the defendant's suit-related conduct ... create[s] a substantial connection
with the forum State." Acorda Therapeutics Inc. v. Mylan Pharm. Inc., 817 F.3d 755, 759 (Fed.
Cir. 2016) (quoting Walden v. Fiore, 571 U.S. 277 (2014).
In order for there to be minimum contacts, ìt is essential in each case that there be some
act by which the defendant purposefully avails itself of the privilege of conducting activities
within the forum[ ], thus invoking the benefits and protections of its laws.'" Synthes (U.S.A.) v.
G.M. Dos Reis Jr. Ind. Com de Equip. Medico, 563 F.3d 1285, 1296-97 (Fed. Cir. 2009) (quoting
Hanson v. Denckla, 357 U.S. 235, 253(1958)); accord Beverly Hills Fan, 21 F.3d at 1565 (the
"minimum contacts must be`purposeful' contacts"). This requirement "helps ensure that non-
residents have fair warning that a particular activity may subject them to litigation within the
forum." Beverly Hills Fan, 21 F.3d at 1565 (citations omitted). Specific jurisdiction can be
established through a "stream of commerce" theory.
However, currently "the precise requirements" of that theory are "unsettled." Celgard, 792
F.3d at 1381. In Asahi Metal Industry Co. v. Superior Court of California, "the Supreme Court
was evenly divided over whether the mere awareness of a nonresident defendant that its products
would foreseeably reach the forum state in the stream of commerce constitutes minimum contacts
with the forum." Polar, 829 F.3d at 1348 (citing Asahi Metal Indus. Co. v. Superior Court of
California, Solano Cnty., 480 U.S. 102 (1987)).
39
The Supreme Court revisited this question in 2011 in J. McIntyre Mach., Ltd. v. Nicastro, but again
did not announce a majority opinion. Justice Kennedy asserted that a defendant's "predict[ion] that
its goods will reach the forum state" is insufficient to establish minimum contacts; the defendant
must be "said to have targeted the forum." McIntyre, 564 U.S. at 882. Concurring, Justice Breyer
concluded that the outcome was "determined by our precedents," and " [n]one of our precedents
finds that a single isolated sale" satisfies minimum contacts. Id. at 888 (Breyer, J. concurring).
Justice Breyer emphasized that the facts presented revealed no "`regular ... flow' or `regular course'
of sales" in the forum state and that there was "no `something more,' such as special state-related
design, advertising, advice, marketing, or anything else." Id. at 889 (Breyer, J. concurring). As the
narrowest opinion, Justice Breyer's holding—"that the law remains the same after McIntyre"—
controls. AFTG-TG, LLC v. Nuvoton Tech. Corp., 689 F.3d 1358, 1363 (Fed. Cir. 2012) (citing
Marks v. United States, 430 U.S. 188, 193 (1977)).
Meanwhile, the Federal Circuit, whose analysis controls patent law cases such as this, thus far has
"decline[d] to decide which version of the stream-of-commerce theory should apply." Polar, 829
F.3d at 1350.
Here, Xene alleges that the Akzo-Predecessors and the Nouryon-Successors had minimum
contacts with New York under either version of the Asahi stream-of-commerce analysis. First,
Akzo has "continuously and deliberately" exploited the New York market because it hired New
York sales agents in New York, generating millions of sales and trillions of dollars in revenue
since 2010, and they continue to target expansion and growth in New York through the massive
offshore wind turbine farms being built around the Eastern District. Exhibit 41.
Not only were there sales in New York State of infringing product, but Defendant's knew
and exploited the sales and products in the Boeing and Airbus aircrafts flying over and through the
40
state as well as the automobiles driven daily in the state and wind farms operating in the State. By
causing the registration of 19 of its owned entities, the Akzo-Predecessors and Nouryon-
Successors purposefully availed themselves of the privileges and benefits of the forum state. Cf.
Celgard, 792 F.3d at 1380 (quoting Hanson, 357 U.S. at 253-54).
By having a principal office in New York since 2010 and selling and offering for sale
microspheres through Akzo Nobel Pulp Inc. in New York State with various contractual
relationships with 3 companies registered to do business in New York State, Defendants conducted
regular and systematic contacts with the State. This includes hundreds of composites customers in
New York state including the Composites Prototyping Center in Plainview, Long Island, New
York. Defendants had full time sales agents and distributors in New York state. As a result, "the
exercise of specific personal jurisdiction over a defendant would be reasonable and fair." M-I
Drilling Fluids UK Ltd. v. Dynamic Air Ltda., 890 F.3d 995, 1002 (Fed. Cir. 2018).
VENUE IS PROPER IN NEW YORK FOR THE FOREIGN DEFENDANTS
For the foreign defendants, venue under Rule (4)(k)(2) is proper in any judicial district
where there is jurisdiction. 28 U.S.C. § 1391(b)(3) ("if there is no district in which an action may
otherwise be brought as provided in this section, any judicial district in which any defendant is
subject to the court’s personal jurisdiction with respect to such action.").
VENUE IS PROPER IN NEW YORK FOR THE DOMESTIC DEFENDANTS
For the USA Defendants, venue for patent infringement cases is governed by 28 U.S.C. §
1400(b), which states that patent infringement suits can be brought in the judicial district (1) where
the defendant resides or (2) where the defendant has committed acts of infringement and has a
regular and established place of business. TC Heartland LLC v. Kraft Foods Group Brands LLC,
137 S.Ct. 1514, 1521 (2017). Since allegations of infringement are sufficient for a venue
determination, In re Cordis Corp., 769 F.2d 733, 737 (Fed. Cir. 1985), and since Xene has
41
sufficiently alleged that the domestic Defendants have been inducing infringement in New York,
the venue analysis reduces to whether a domestic defendant “has a regular and established place
of business” In re Volkswagen Grp. of Am., Inc., 28 F.4th 1203, 1208 (Fed. Cir. 2022).
The regular and established place of business inquiry has three general requirements: "(1)
there must be a physical place in the district; (2) it must be a regular and established place of
business; and (3) it must be the place of the defendant." Id. (citations omitted). The second Cray
factor requires "the regular, physical presence of an employee or other agent of the defendant
conducting the defendant's business at the alleged `place of business.'" In re Google LLC, 949 F.3d
1338, 1345 (Fed. Cir. 2020). In this case, the domestic Defendants have numerous physical
presences and offices in New York that are regular and established, and the question collapses to
whether these New York affiliates and subsidiaries are agents of those domestic company
Defendants located outside the state. Cf. Volkswagen, 28 F.4th at 1208 ("The dispute thus boils
down to three issues: (1) whether the dealerships are the agents of Petitioners; (2) whether the
dealerships conduct Petitioners' business; and (3) whether Petitioners have ratified the dealerships
as Petitioners' places of business.").
Tom's of Maine v. Acme-Hardesty Co., 565 F. Supp. 2d 171, 181-82 (D. Me. 2008). The
District Court in Tom's of Maine found that sales subsidiaries of Akzo Nobel Inc .were alter egos
of its sales subsidiaries, thus allowing the Court to pierce the corporate veil and finding that the
subsidiaries were "agents" of the parents. Id. Akzo Nobel Coatings Inc. was one of the sales
subsidiaries at the time Tom's of Maine was decided and which resided in Deerpark, NY, which
has now been merged into the Nouryon Defendants. Each Defendant in this case were held to be
agents of the parent in Tom's of Maine. Akzo Nobel Coatings was agent and the alter ego of Akzo
Nobel Inc and Akzo Nobel Chemicals Inc, predecessors of the Nouryon Defendants.
Agency should be defined broadly. First Capital Asset Management v. Brickellbush, 218
42
F. Supp. 2d 369 - Dist. Court, SD New York 2002. Nouryon Functional Chemicals LLC is also
believed to be the agent of Nouryon USA LLC, and the three holding companies, who are its
members.
The Supreme Court, defined an LLC as an unincorporated entity and disregarded the
separate entity for jurisdictional purposes. Carden, 494 U.S. at 195-96, 110 S.Ct. at 1021. Each
member of Nouryon Functions Chemicals LLC, including Nouryon BV and Akzo Nobel Inc.
resides where its division resides, including Queens, NY. LLC is treated as a Limited partnership.
Handelsman v. Bedford Village Assocs. Ltd. P'ship, 213 F.3d 48, 51-52 (2d Cir. 2000) (holding
that citizenship of a limited liability company was determined by the citizenship of its members,
citing Cosgrove, 150 F.3d at 731); GMAC Commercial Credit LLC v. Dillard Dept. Stores,
Inc., 357 F.3d 827, 829 (8th Cir. 2004) (holding that based on the similarities between limited
liability companies and limited partnerships, and in the absence of a Congressional mandate, the
general rule of citizenship based on membership applied Under the CPLR and the Federal Rules
service on member is the same as service on the LLC. Under both the Federal Rules and the CPLR,
the LLC entity is disregarded for service of process and personal jurisdiction.
Both the Court of Appeals for the Seventh Circuit and the Court of Appeals for the Federal
Circuit follow the same general principle in the venue context. KM Enterprises, Inc. v. Glob.
Traffic Techs., Inc., 725 F.3d 718, 733-34 (7th Cir. 2013) ("[T]he parent's control of its subsidiary
must be more extensive than the typical parent-subsidiary relationship to support the exercise of
venue over the parent based on the activities of the subsidiary."); Minnesota Min. & Mfg. Co. v.
Eco Chem, Inc., 757 F.2d 1256, 1265 (Fed. Cir. 1985) (noting that "[t]he corporate form is not
readily brushed aside," but holding that "piercing the corporate veil is appropriate in order to
establish venue under the patent venue statutes" in situations in which one corporation is acting as
43
the alter ego of the other). However, where there is an unincorporated association, the members
and the association are one and the same.
As a result, the unincorporated division Nouryon Functions Chemicals LLC was an agent
of Akzo Nobel Inc and its successor Nouryon BV, and Akzo Nobel Coatings Inc. was agent of
Akzo Nobel Inc. (Tom’s of Maine).
Evonik registered one unincorporated association in Erie County NY and one corporation
in Queens and one business in Kings county in Queens NY. Exhibit 20. Boeing had 3 entities
residing in the Eastern District including 2 unincorporated associations whose separate entity
status should be disregarded for jurisdictional purposes. General Electric had 7 entities residing in
the Eastern District including 3 unincorporated association who is present wherever its divisions
reside.
They had or have a regular place of business in the Eastern District and committed acts of
infringement by importing and selling coatings containing microspheres to manufacturers Boeing,
GE, and Evonik for infringing purposes. These customers also reside in the Eastern District and
committed acts of infringement. Akzo Nobel Coating Inc, Evonik, Boeing48 and GE, Nouryon
Functional Chemicals LLC are defendants who purchase microspheres from one or more
defendants and maintained at least one residence in the Eastern District and had regular and
established places of business in the Eastern District and who has committed acts of infringement
in this District.
48
Boeing has at least 3 entities registered to do business in the Eastern District including a New York Domestic
corporation BOEING & BOEING CORPORATION, NY DOS ID:2770333. BOEING DISTRIBUTION SERVICES
DEFENSE LLC (NY DOS 4933262) is an unincorporated association registered to do business in Suffolk County.
BOEING US TRAINING AND FLIGHT SERVICES L.L.C. is an unincorporated association registered to do
business in Queens. And one office in UNIONDALE NY in this District.
44
Nouryon Functional Chemicals LLC is an unincorporated association whose separate
entity status is disregarded for jurisdictional purposes from its members, Carden v. Arkoma
Assocs., 494 U.S. 185, 195-96 (1990).49 In the case of an LLC, it has a place of business
anywhere the unincorporated association does business.
Here, the Nouryon Defendants are successors to the Akzo Nobel Inc., Akzo Nobel
Coatings Inc., and the Akzo-Predecessors who resided in the Eastern District of New York
because it owns and controls an unincorporated association in Queens, New York--Nouryon
Functional Chemicals LLC--and controls a wholly owned subsidiary in Deer Park, New York as
of the time the case was filed. Akzo Nobel Coatings Inc. still maintains a location in Queens
New York. Defendants Akzo Nobel Coatings Inc., Nouryon Functional Chemicals LLC, Evonik,
Boeing, GE, and Akzo Nobel Inc. have also committed acts of infringement and have a regular
and established place of business in the Eastern District.
Some or all of the Boeing entities registered to do business in the Eastern District are
involved with the purchase, manufacture, sale, distribution, solicitation and development, use
activities of Boeing’s aircraft or parts of aircraft or use of aircrafts flown into and above New
York State or manufactured, distributed through or in New York state and did business with
Akzo Nobel Inc. and Akzo Nobel Coatings Inc. about the use of its coatings on its aircrafts
which infringed the patents. The coatings by Akzo Nobel Coatings Inc of Deer park NY contain
microspheres and are used in the process described by the plaintiff’s patents.
The importation and sales of microspheres also occurred in Queens through their agent and
unincorporated association Nouryon Functional Chemicals LLC located in Queens New York.
49
In Carden v. Arkoma Assocs., 494 U.S. 185, 195-96 (1990), the Supreme Court held that for purposes of diversity
of citizenship, a limited partnership is a citizen of each state in which any of its partners, limited or general, are citizens.
In reaching this holding, the Court noted the long-standing rule that the citizenship of an artificial, unincorporated
entity generally depends on the citizenship of all the members composing the organization. 494 U.S. at 195-96, 110
S.Ct. at 1021.
45
At least 142 shipments of Akzo Nobel products including products containing microspheres
came through Nouryon Functional Chemicals LLC .
The General Electric company, out of the 47 entities registered to do business in New York, 7 of
them are registered to do business in the Eastern District and infringing activities occurred
between Akzo Nobel Entities including the three registered to do business in New York.
All sales and offers for sale to General Electric through any of their up to 7 sales and offers for
sale between with Akzo Nobel regarding microspheres for use in the manufacturing of wind
turbines destined for the 5 Mega wind farms off the coast of New York represent infringing acts
which occur in this district.1 The acts of indirect infringement are the promotion of the Wind
Farms.
Akzo Nobel Coatings Inc, and Nouryon Functional Chemicals LLC both import products
containing microspheres through an address in Long Island City. Those products are used in the
manufacture of aircrafts infringing the patents. From the provisional patent period of 2010 to the
commencement of the lawsuit Akzo Nobel Coatings Inc. was an agent and alter ego of Akzo Nobel
Inc., the predecessor to Nouryon BV.
4602 21st Long Island City New York 11101 is the address for Nouryon Functional
Chemicals LLC used to import at least 147 shipments from Akzo Nobel companies in Europe
including Nouryon Pulp and Performance Chemicals AB in Sweden. Exhibit K. The address in
Deer Park, NY was for the entire 13 year period of the patents the principal place of business of
Akzo Nobel Coatings Inc. which is shown to be one of the products used in the molding and
infringement of aircraft parts. Moreover, through the indirect inducement of the use of
microspheres in such industrial and commercial products such as automobiles, aircrafts, and
wind turbines, the "physical place" requirement is satisfied through the addresses of these
companies used to import infringing product into the United States. Nouryon Functional
46
Chemicals LLC imported at least 147 shipments from Nouryon plants in Europe including
products containing microspheres. Nouryon Functional Chemicals LLC, an unincorporated
association with no separation from members for jurisdictional purposes owned purchased these
microspheres and products containing microspheres from and controlled by Akzo Nobel Inc.,
predecessor to now Nouryon BV, and Nouryon USA LLC,
Akzo Nobel Coatings Inc registered to do business in the Eastern District and with its
principal place of business in Deer park New York for the period from 2010 to the commencement
of this lawsuit was an alter ego and agent of Akzo Nobel Inc, predecessor to Nouryon BV and the
current Nouryon Defendants. Akzo Nobel Coatings Inc purchased infringing products and
products containing microspheres from Nouryon Pulp AB and Nouryon BV and other Nouryon
sister entities and sold and offered them in the Eastern district for use in wind turbine blades, and
aircrafts and automobiles, boats and roofs and other construction and composites parts and
products, used to infringe the patents and sold them to Boeing, with registered offices in Queens,
Suffolk and unregistered offices in Uniondale, Nassau County, and GE with registered offices in
Queens, Nassau, Kings, and Richmond Counties) and Evonik registered offices in Queens.
In New York state, a member of an unincorporated association LLC resides for
jurisdictional purposes where the members resided. The LLC entity is disregarded for
jurisdictional purposes as it is with diversity jurisdiction. The LLC's Member is treated the same
as a division or branch with no corporate separateness when control is exerted by the member over
the LLC. American Express v Pino Napoli Tile, Index 656111/2020 (Supreme Ct 2023 New York)
At least 2 of Akzo Nobel Inc's wholly owned subsidiaries and unincorporated divisions
(LLC)—Akzo Nobel Coatings Inc. and Nouryon Functional Chemicals LLC—has been doing
business with its principal location in the Eastern District of New York since 1987 for 46 years,
and since 1999 for 34 years, until today, respectively. Both entities recently received goods from
47
affiliated Nouryon manufacturing plants in Europe out of the same shared location in this Eastern
District, and have received over 146 such shipments, including some containing microspheres used
to infringe the patents. Akzo Nobel Coatings Inc and Akzo Nobel Inc., since the commencement
of this lawsuit, have been merged into Nouryon BV.
During the relevant patent and provisional periods since 2010 up to and including the
commencement of this action, Akzo Nobel Inc (now Nouryon BV) owned and controlled Akzo
Nobel Coatings Inc. which resided in Deer Park, Long Island NY and currently maintains a
location in Long Island City, Queens New York where it continues to import products including
products used to infringe the patents from foreign Akzo Nobel and Nouryon entities in Europe.
Kinetic Instruments, Inc. v. Lares, 802 F. Supp. 976, (S.D.N.Y. 1992) (the Corporation as the
"Agent" of Lares in New York)
By controlling the activities of its subsidiaries and unincorporated divisions for 13 years
including Akzo Nobel Pulp and Performance Inc., Akzo Nobel Inc. had induced companies all
over the country including companies like Boeing who also maintain offices in Uniondale, NY,
Nassau County, in this judicial district to purchase and use microspheres in violation of the
patents. The Nouryon Defendants knew that these microspheres would be used for
manufacturing composites products using infringing methods. Akzo Nobel Inc and successor
defendants Nouryon BV, Nouryon USA LLC, Nouryon Holdings USA 1,2,4 Inc., and Nouryon
Chemicals LLC, encouraged and induced such infringements and participated in the sale and
distribution of microspheres in violation of the patent and provisional patent rights of Plaintiff.
Nouryon Chemicals LLC, which should be treated as an unincorporated association,
maintains its principal office at 281 Fields Lane 10509 Brewster, New York and whose members
eventually lead to Nouryon BV and Nouryon Pulp and Performance Chemicals AB. Nouryon
Chemicals LLC’s principal office is in Brewster New York as the current principal place of
48
business; it’s registered to do business in New York under Department of State ID 5386297. See
Exhibit B.
Nouryon Chemicals LLC also maintains an office and does business from 2153
Lockport- Olcott Road, Burt, NY. Id. Moreover, these defendants have committed acts of
infringement and has regular and established place of business in this Judicial District. Nouryon
Functional Chemicals LLC and Akzo Nobel Coatings LLC maintains the same address in Long
Island City, Queens NY. Upon information and believe, Akzo Nobel Coatings LLC as of the
time of the commencement of this action committed acts of infringement and had a regular and
established place of business in Deer Park, New York, also in this district. LLCs have been held
to be treated as unincorporated associations and a mere agent for their parent companies who are
ultimately owned by the foreign entities. Upon information and belief they import and distribute
microspheres from Sweden or Europe into this district and distribute them to customers such as
Boeing who use the microspheres in the manufacture of airplanes, cars, boats, infrastructure
infringing the Plaintiff’s patents.
Plaintiff hereby requests limited jurisdictional discovery in the event the Court finds that it
lacks personal jurisdiction over Defendants, and an opportunity to amend the complaint after the
limited discovery is concluded.
CONCLUSION
For the reasons stated above, the Court should deny Nouryon's motion to dismiss. As an
alternative, the Court should allow jurisdictional discovery.
49
Dated: June 12, 2023 Respectfully submitted,
By: /s/ jerry choe
Jerry Choe, esq.

5 E 22nd St
New York NY 10010
Telephone: 9178805888
jerrychoeesq@gmail.com
Attorney for Plaintiff Xene Corporation
50

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Case 1:22-cv-02850-PKC-MMH Document 20 Filed 07/05/23 Page 1 of 57 PageID #: 383

IN THE UNITED STATES DISTRICT COURT

Xene Corporation, Plaintiff,

-v.- Case No.: 1:22-cv-2850-PKC-MMH

Nouryon B.V.(f/k/a Akzo Nobel),

XENE CORPORATION'S OPPOSITION TO

AKZO NOBEL INC's AND NOURYON'S MOTION TO DISMISS

AKZO NOBEL INC'S MOTION TO DISMISS ...............................................................29

Abbacor, Inc. v. Miller,

Acorda Therapeutics v. Mylan Pharmaceuticals, Inc.,

ACQIS LLC v. Lenovo Group Ltd.,

Advanced Const. Corp. v. Pilecki,

AFTG-TG, LLC v. Nuvoton Tech. Corp.,

American Express v Pino Napoli Tile,

Aqua Shield, Inc. v. Inter Pool Cover Team,

Arrowsmith v. United Press Int'l,

Asahi Metal Indus. Co. v. Superior Court of California, Solano Cnty.,

Burger King Corp. v. Rudzewicz,

Carden v. Arkoma Assocs.,

Chatwal Hotels & Resorts LLC v. Dollywood Co.,

Elecs. for Imaging, Inc. v. Coyle,

Frank v. PNK (LAKE CHARLES) LLC,

GMAC Commercial Credit LLC v. Dillard Dept. Stores, Inc.,

Goodyear Dunlop Tires Operations, S.A. v. Brown,

Gorton v. Air & Liquid Systems Corp.,

Handelsman v. Bedford Village Assocs. Ltd. P'ship,

Helicopteros Nacionales de Colombia, S.A. v. Hall,

Int'l Shoe Co. v. Washington,

InterGen N.V. v. Grina,

Kinetic Instruments, Inc. v. Lares,

KM Enterprises, Inc. v. Glob. Traffic Techs., Inc.,

Landoil Res. Corp. v. Alexander & Alexander Servs., Inc.,

LiButti v. United States,

Linzer v. EMI Blackwood Music, Inc.,

M-I Drilling Fluids UK Ltd. v. Dynamic Air Ltda.,

Marks v. United States,

Minnesota Min. & Mfg. Co. v. Eco Chem, Inc.,

Moon Joo Yu v. Premiere Power LLC, No. 14-cv-7588 (KPF),

Patent Rights Prot. Group, LLC v. Video Gaming Tech., Inc.,

Patin v. Thoroughbred Power Boats Inc.,

Penguin Group (USA) Inc. v. Am. Buddha,

Pieczenik v. Dyax Corp.,

Polar Electro Oy v. Suunto Oy,

Porina v. Marward Shipping Co.,

Precision Assocs., Inc. v. Panalpina World Transp. (Holding) Ltd.,

RegenLab USA LLC v. Estar Techs. Ltd.,

Schenin v. Micro Copper Corp.,

Simmers v. American Cyanamid Corp.,

Simonson v. International Bank,

Suez Water N.Y. v. E.I. du Pont de Nemours & Co.,

Suez Water N.Y. v. E.I. du Pont de Nemours & Co.,

TC Heartland LLC v. Kraft Foods Group Brands LLC,

Tom's of Maine v. Acme-Hardesty Co.,

Touchcom, Inc. v. Bereskin & Parr,

U.S. Bank Nat'l Ass'n v. Bank of Am. N.A.,

United Elec. Workers v. 163 Pleasant Street Corp.,

In re Volkswagen Grp. of Am., Inc.,

Xilinx, Inc. v. Papst Licensing GmbH & Co. KG,

28 U.S.C. § 1391(b)(3) ..........................................................................................41

28 U.S.C. § 1400(b) ...............................................................................................41

Business Corporation Law §§ 304 and 1304 .........................................................34

Exchange Act .........................................................................................................16

Exhibit 28 Other Brands using Microspheres

INTRODUCTION [FOR AKZO NOBEL OPPOSITION]1

Plaintiff's Brief

Plaintiff's Brief