IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF OHIO EASTERN DIVISION

KEYCORP 127 Public Square Cleveland, Ohio 44114, and KEYBANK, N.A. 127 Public Square Cleveland, Ohio 44114, Plaintiff(s), v. MAXIM INTEGRATED PRODUCTS, INC. 120 San Gabriel Drive Sunnyvale, California 94086, Defendant.

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CASE NO.

COMPLAINT FOR DECLARATORY JUDGMENT OF PATENT INVALIDITY AND NON-INFRINGEMENT DEMAND FOR JURY TRIAL

Plaintiffs KeyCorp and KeyBank National Association (collectively KeyBank), by and through their undersigned counsel, hereby file this Complaint against Defendant Maxim Integrated Products, Inc. (Maxim) and aver as follows: NATURE OF THE ACTION 1. This is an action based on the Patent Laws of the United States, 35 U.S.C. 1 et seq.,

seeking a declaratory judgment of invalidity and non-infringement of United States Letters Patent Nos. 5,940,510 (the 510 patent), 5,949,880 (the 880 patent), 6,105,013 (the 013 patent), and 6,237,095 (the 095 patent) (collectively, the Patents-in-Suit).

THE PARTIES 2. Plaintiff KeyCorp is an Ohio corporation with its executive headquarters and principal

place of business located in Cleveland, Ohio. KeyCorp is a bank holding company and a financial holding company. KeyCorp is the parent holding company for Plaintiff, KeyBank National Association ("KeyBank"), its principal subsidiary, through which its banking services are provided. KeyBank provides a range of retail and commercial banking, commercial leasing, investment management, consumer finance and investment banking products and services to individual, corporate and institutional clients. 3. Defendant Maxim Integrated Products (Maxim) is, on information and belief, a

Delaware corporation with its principal place of business at 120 San Gabriel Drive, Sunnyvale, California. JURISDICTION AND VENUE 4. This Court has subject matter jurisdiction over this controversy concerning declaratory

judgment that the claims of Patents-in-Suit are invalid and not infringed by virtue of 28 U.S.C. 1331, 1338(a), 2201 and 2202. This matter presents an actual case or controversy and serves the purpose of resolving the legal rights of the parties. 5. This Court has personal jurisdiction over Maxim because Maxim has maintained

continuous and systematic contacts with the State of Ohio, and Maxim has purposefully availed itself of the benefits and protections of the laws of the State of Ohio. 6. Maxim, directly and/or through its distribution and sales networks, offers for sale,

sells, and/or distributes products within the State of Ohio. 7. See Upon information and belief, Maxim maintains sales offices within the State of Ohio. Exhibit A, a printout from Maxims website http://www.maxim-

ic.com/sales/offices/worldwide.mvp, showing its worldwide sales offices, including two in Ohio.

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Upon information and belief, Maxim engages franchised distributors within the State See Exhibit B, a printout from Maxims website http://www.maxim-

Ohio.

ic.com/sales/offices/distributor/franchise.mvp, showing four franchised distributors in Ohio, including one in Solon, Ohio, which lies in this judicial district. 9. In addition, Maxim operates an interactive website through which persons in Ohio can

and do order products from Maxim, which are shipped to Ohio. See http://www.maximic.com/sales/. 10. On August 30, 2011, counsel for Maxim sent a demand letter to KeyCorp in

Cleveland, Ohio alleging patent infringement against KeyCorp in Ohio. 11. Upon information and belief, venue is proper in this judicial district under 28 U.S.C.

1391(b) and (c) because this is the judicial district where (i) a substantial part of the events or omissions giving rise to the claims occurred; and (ii) where Defendant is subject to personal jurisdiction. FACTUAL ALLEGATIONS 12. In the August 30, 2011 demand letter, counsel for Maxim accused KeyBank of

infringing Maxim's patents. Specifically, Maxim alleged that KeyBank's mobile platforms, including multiple software applications for iPhone and other mobile devices, infringe the claims of the Patents-in-Suit. 13. Upon information and belief, the Patents-in-Suit are assigned to Maxim. True and

correct copies of the four Patents-in-Suit are attached hereto as Exhibits C, D, E, and F. True and correct assignments of the four Patents-in-Suit are attached hereto as Exhibits G, H, I, and J. 14. In the August 30, 2011 demand letter, Maxim alleged that "[i]t is our belief that Key

Bank [sic] is infringing a number of the patents within the Maxim Mobile Transaction Patent

Portfolio." Specifically, Maxim stated that the KeyBank mobile platforms "infringe certain claims within the portfolio via direct infringement, joint infringement, contributory infringement and/or inducement." It further stated that if it did not hear from KeyBank within a month, "Maxim will assume that Key Bank [sic] does not want to obtain a license in a non-litigious manner and will act accordingly." 15. Maxim attached to the August 30, 2011 demand letter nine pages of claim charts for

the Patents-in-Suit. In particular, for claims of the '880 patent, Maxim alleged "infringement under direct infringement"; for claims of the '510 patent, Maxim alleged "infringement under joint infringement"; and for claims of the '013 and '095 patents, Maxim alleged "infringement under joint infringement, contributory infringement and inducement." 16. Maxim also attached to the August 30, 2011 letter a 31-page document entitled

"Analysis of Key Bank Mobile Banking." Maxim stated that it analyzed the Key Bank [sic] mobile banking to objectively show infringement of certain patents within its Secure Mobile Transaction Patent Portfolio. In addition, Maxim stated that "[t]his document is referenced by the claim charts, provided herewith, showing the Key Bank [sic] mobile banking, server structures and processes, and overall system architecture infringe a diverse set of claims within the Maxim patent portfolio." 17. Maxim's August 30, 2011 demand letter, together with the detailed attachments

alleging patent infringement, constitute a clear and unmistakable threat of litigation against KeyBank. 18. In October through December, 2011, counsel for Maxim and the undersigned counsel In the course of those

for KeyBank engaged in multiple telephone and email exchanges.

exchanges, Maxims counsel indicated that its settlement demand was non-negotiable.

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Maxim recently brought a number of lawsuits against different entities, alleging

infringement of the claims of the Patents-in-Suit. For example, on January 6, 2012, Maxim filed three separate patent infringement lawsuits against (1) Capital One Financial Corporation, (2) Expedia, Inc., and (3) Starbucks Corporation, respectively. On January 9, 2012, Maxim filed a fourth patent infringement lawsuit against (4) Bank of the West. Then, on January 11, 2012, Maxim filed yet a fifth patent infringement lawsuit against (5) First United Bank & Trust Co. On February 22, 2012, Maxim filed three more patent infringement lawsuits against (6) QVC, Inc., (7) Union Bank, N.A., and (8) Southwest Airlines Co., respectively. The next day,

February 23, 2012, Maxim filed yet two more patent infringement lawsuits against (9) Groupon, Inc. and (10) Comerica Inc., respectively. Maxim filed all of these patent infringement lawsuits in the District Court for the Eastern District of Texas. 20. Finally, most recently, on March 5, 2012, counsel for Maxim sent an email to the

undersigned counsel inquiring as to KeyBanks position, so that he could update Maxim. 21. Given Maxim's initiation of many other litigations with respect to the Patents-in-Suit,

and in light of Maxim's August 30, 2011 letter, and subsequent conduct, it is clear Maxim intends to pursue litigation against Key Bank asserting infringement of the Patents-in-Suit.

COUNT I: DECLARATORY JUDGMENT OF NON-INFRINGEMENT

22. 23.

KeyBank incorporates the preceding paragraphs as if fully set forth herein. KeyBank has not directly infringed, and does not directly infringe, any claim of the

Patents-in-Suit. 24. KeyBank has not jointly infringed, and does not currently jointly infringe, any claim of

the Patents-in-Suit.

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KeyBank has not contributorily infringed, and does not currently contributorily

infringe, any claim of the Patents-in-Suit. 26. KeyBank has not induced, and does not currently induce, any infringement of any

claim of the Patents-in-Suit. 27. KeyBank is entitled to a declaration pursuant to 28 U.S.C. 2201 and 2202 that

KeyBank does not infringe any claim of the Patents-in-Suit. COUNT II: DECLARATORY JUDGMENT OF INVALIDITY

28. 29.

KeyBank incorporates the preceding paragraphs as if fully set forth herein. The claims of each of the Patents-in-Suit are invalid under Title 35 of the United

States Code, including but not limited to 101, 102, 103 and/or 112. 30. KeyBank is entitled to a declaration pursuant to 28 U.S.C. 2201 and 2202 that the

claims of the Patents-in-Suit are invalid. PRAYER FOR RELIEF WHEREFORE, KeyBank respectfully requests that this Court enter judgment in its favor as follows: a) b) c) d) e) f) declare that KeyBank has not directly infringed, and does not currently directly infringe, any claim of the Patents-in-Suit; declare that KeyBank has not jointly infringed, and does not currently jointly infringe, any claim of the Patents-in-Suit; declare that KeyBank has not contributorily infringed, and does not currently contributorily infringe, any claim of the Patents-in-Suit; declare that KeyBank has not induced, and does not currently induce, any infringement of any claim of the Patents-in-Suit; declare that the claims of the Patents-in-Suit are invalid; declare this to be an exceptional case and award KeyBank its cost, expenses, and disbursements in this action, including reasonable attorney fees, pursuant to 35 U.S.C. 285; and

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award KeyBank any further and additional relief that this Court deems just and proper.

JURY DEMAND

KeyBank requests a trial by jury on all issues so triable.

Respectfully submitted,

Dated: March 7, 2012

By:__/s/ Georgia Yanchar____________________ TRACY SCOTT JOHNSON (0064579) tjohnson@calfee.com GEORGIA YANCHAR (0071458) gyanchar@calfee.com CALFEE, HALTER & GRISWOLD LLP The Calfee Building 1405 East Sixth Street Cleveland, Ohio 44114-1607 Tel: (216) 622-8200 Fax: (216) 241-0816