UNITED STATES DISTRICT COURT DISTRICT OF SOUTH CAROLINA CHARLESTON DIVISION

AFA POLYTEK (NORTH AMERICA) INC. and DISPENSING TECHNOLOGIES, B.V., Plaintiffs, v. JURY TRIAL DEMANDED THE CLOROX COMPANY, GUALA DISPENSING S.p.A. and GUALA DISPENSING USA NORTH AMERICA, Defendants. COMPLAINT Plaintiffs, Afa Polytek (North America) Inc. and Dispensing Technologies, B.V. (collectively, Plaintiffs), for their Complaint of patent infringement against Defendants The Clorox Company, Guala Dispensing S.p.A., and Guala Dispensing USA North America (collectively, Defendants) do hereby assert and allege: PARTIES 1. Plaintiff Afa Polytek (North America) Inc. (Afa North America) is a CASE NO.: 2:13-cv-01633-RMG

corporation organized and existing under the laws of the State of Delaware, having a principal place of business at 84 Hubble Drive, OFallon, Missouri 63368. Plaintiff Afa North America is a wholly owned subsidiary of Afa Dispensing Group, B.V. 2. Plaintiff Dispensing Technologies, B.V. is a company organized and existing

under the laws of the Netherlands, having a principal place of business at Grasbeemd 1, 5705 DE Helmond, Netherlands. Plaintiff Dispensing Technologies, B.V. is a wholly owned subsidiary of Afa Dispensing Group, B.V. 3. Upon information and belief, Defendant The Clorox Company (Clorox) is a

corporation organized and existing under the laws of the State of Delaware, having a principal place of business at 1221 Broadway, Oakland, California 94612.

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Upon information and belief, Defendant Guala Dispensing S.p.A. (Guala

S.p.A.) is a corporation organized under the laws of Italy, having a principal place of business at Zona Industriale D/5, 15122 Spinetta Marengo (AL), Italy. 5. Upon information and belief, Defendant Guala Dispensing USA North America

(Guala US) has a principal place of business at 3838 Colonel Vanderhorst Circle, Mount Pleasant, South Carolina 29466, and is a wholly owned subsidiary of Guala S.p.A. (Guala US and Guala S.p.A. are referred to herein collectively as Guala.) JURISDICTION AND VENUE 6. This is an action for patent infringement arising under the laws of the United

States, Title 35 of the United States Code, including 35 U.S.C. 271 and 281-285. This Court has original jurisdiction over the subject matter of this claim pursuant to 28 U.S.C. 1331 and 1338(a). 7. Defendant Clorox has submitted to the personal jurisdiction of this Court by

committing acts that establish its legal presence within the State of South Carolina and this judicial district, including acting directly to sell and offer for sale to South Carolina residents in this judicial district infringing products that practice, embody, and/or facilitate unauthorized use of the claimed inventions of the patent-in-suit, thereby constituting patent infringement under 35 U.S.C. 271(a), and harming Plaintiffs. Upon information and belief, Clorox has also generally acted to place these infringing products into the stream of commerce with the intent, purpose, and reasonably foreseeable result of supplying the South Carolina market. By virtue of its above-described actions, Clorox has transacted business, contracted to supply services or things, committed tortious acts, regularly done or solicited business, engaged in a persistent course of conduct, and/or derived substantial revenues from infringing products used in South Carolina. In light of Cloroxs aforementioned contacts with the State of South Carolina and its purposeful availment of the rights and benefits of South Carolina law, maintenance of this suit in this Court would not offend traditional notions of fair play and substantial justice. 8. Upon information and belief, Defendant Guala US is subject to the personal

jurisdiction of this Court by virtue of the fact that it has a regular and established place of business in this judicial district. Upon information and belief, Defendant Guala US also has -2-

regularly done or solicited business, engaged in a persistent course of conduct, and/or derived substantial revenues from transacting business and/or contracting to provide products and/or services, including infringing products, in South Carolina. In light of Guala USs

aforementioned contacts with the State of South Carolina and its purposeful availment of the rights and benefits of South Carolina law, maintenance of this suit in this Court would not offend traditional notions of fair play and substantial justice. 9. Upon information and belief, Defendant Guala S.p.A. is subject to the personal

jurisdiction of this Court by virtue of the fact that it has regularly done or solicited business, engaged in a persistent course of conduct, and/or derived substantial revenues from transacting business and/or contracting to provide products and/or services, including infringing products, in South Carolina. In light of Guala S.p.A.s aforementioned contacts with the State of South Carolina and its purposeful availment of the rights and benefits of South Carolina law, maintenance of this suit in this Court would not offend traditional notions of fair play and substantial justice. 10. Venue with respect to Defendants is proper in this district pursuant to 28 U.S.C.

1391(b), (c), and (d) and 1400(b) because, inter alia, a substantial part of the events or omissions giving rise to the claim occurred in this judicial district, Defendants are subject to personal jurisdiction in and therefore reside in this judicial district, and Defendants have committed acts of patent infringement in this judicial district. FACTS 11. Afa Dispensing Group, B.V. (Afa Dispensing), the parent of Plaintiffs Afa

North America and Dispensing Technologies B.V. (Afa Dispensing collectively with Plaintiffs is referred to as Afa), is a world leader in technologically advanced liquid dispensing systems. Afa Dispensing applies its proprietary technologies as a technical platform for developing new ways to dispense all types of liquids, beverages, soft food products, and other fluids. Afa Dispensings wide range of proprietary products includes the best trigger sprayer in the market, known as OpUs.

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Sprayers used for consumer products have been known since the early 1950s.

Until the introduction by Afa of its new line of sprayers, however, there has been little innovation over the last many decades, and the product became commoditized. 13. Beginning in about 1998, Afa decided to adopt an innovation strategy that would

transform sprayers into a value-added proposition on consumer products. Towards that end, Afa invested in innovation, the result of which is reflected in numerous worldwide patents on sprayer technology that Afa Dispensing and its subsidiaries have received. 14. Moreover, since the introduction in 1999 of Afa North Americas OnePak

technology, Afa emerged as the leading innovators in liquid dispensing technologies. 15. For example, in 2000 Afa Dispensing introduced its OnePak technology to a

selected group of multinational consumer-packaging companies, among them Henkel GMBH (Henkel) of Germany and Clorox that, upon information and belief, was affiliated with Henkel through Henkels substantial share ownership of Clorox. 16. Henkel and Clorox expressed a considerable interest in the OnePak technology,

and shortly after being exposed to the OnePak technology, decided to form a joint team (consisting of technical, commercial, marketing, and financial individuals) in order to examine the potential use of the OnePak technology for Henkels packages in Europe and Cloroxs packages in the United States. 17. Over a period of several months, the Henkel/Clorox team completely analyzed the

OnePak technology, at the end of which Clorox conducted a consumer market test in five cities in the U.S. 18. Based on information Clorox provided, the results of the market test were very

positive, showing a high consumer purchasing intent and clear indication that Clorox brands would benefit from the switch to OnePak packages. 19. Over the years, Afa Dispensing and its subsidiaries entered into non-disclosure

agreements with Henkel/Clorox. As a result, Henkel and Clorox were exposed to sensitive confidential information related to Afa Dispensings business strategy and its future plans. 20. While Henkel launched Afa Dispensings new spray package in Europe very

successfully, Clorox decided to pass on the opportunity, upon information and belief, primarily -4-

due to the substantial investment it would have to make on its filling lines and due to design issues that were peculiar to the U.S. market. 21. Following Henkels success with Afa Dispensings technology and as a result of a

growing market demand for Afa Dispensings innovative sprayers, in 2008 Afa Dispensing launched the new, highly innovative, and now-patented OpUs sprayer, which is the subject matter of this proceeding. 22. In mid-2008, almost concurrently with the introduction of the OpUs sprayer,

Cloroxs only supplier of sprayers, ContinentalAfa Dispensing Company (Continental), entered bankruptcy and was liquidated. This posed a serious threat to the supply of all of Clorox brands that used spray bottles and required Clorox to find an alternate supplier quickly. 23. Upon information and belief, Stefano Guala, Gualas CEO and controlling

shareholder, approached Clorox soon after Continental entered bankruptcy in an attempt to have Guala replace Continental as Cloroxs sprayer supplier. However, Clorox opted for another supplier, upon information and belief, because Guala did not have the innovative technology that would satisfy Cloroxs needs (among other reasons). 24. By the end of 2008, Afa Dispensing incorporated a new subsidiary in St. Louis

and hired sales and marketing personnel from then-defunct Continental to sell OpUs products in the U.S. 25. Afas strategy was either to import the OpUs product from China or enter into a

joint venture with an injection molding company in North America that would become its OpUs product contract manufacturer. 26. Toward that end, in the second part of 2008 and early 2009, Mr. Ariel Gratch,

CEO of Afa Dispensing, approached Gualas owner and CEO, showed him the new OpUs product design, and asked if Guala would be interested in producing the OpUs product for Afa. 27. Mr. Gratch outlined Afas marketing strategy for Gualas CEO: Afa would sell

the Chinese-made OpUs product to distributors in the U.S. that usually buy lower quantities at a higher price for resale to small and midsize customers (as distinguished from the A brands that buy directly from the manufacturer in high volumes); and the OpUs product made by Guala would be sold to U.S. A brands. -5-

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Mr. Gratch explained to Gualas CEO that he had good reason to believe that Afa

could capture these customers because Clorox and other A brands were exposed to Afas innovative technologies and the patented OpUs sprayer and were enthusiastic about it. 29. Gualas CEO expressed his interest in pursuing the venture. However, the

discussions between Gualas CEO and Mr. Gratch were not fruitful. 30. The success of OpUs product was enormous. Many European and Asian

companies that could not afford Afas previous sprayers or were not fond of their design, decided to convert to the OpUs product, and in the U.S., Afas American team quickly captured direct accounts and several distributors sales. 31. By 2010, within approximately 18 months after introducing the OpUs product to

the U.S. market, Afa doubled its sales of the OpUs product, which became the fastest-growing sprayer ever. 32. The OpUs products success did not escape the attention of the large

multinational A brands. Since 2011, recognizing the OpUs products superiority to all other sprayers, virtually all of the main A brands companies in the U.S. and Europe approached Afa with an interest in converting their sprayer to the OpUs model. Consequently, since the introduction of the OpUs product, Afas spray business grew at a double-digit rate, surpassing its competitors in a significant way. 33. Mr. Gratch met again with Gualas CEO at the Interpack meeting in May 2011.

Gualas CEO congratulated Mr. Gratch on the success of the OpUs sprayer. The two men discussed again the possibility of Guala becoming Afas contract manufacturer and agreed to meet and to discuss the issue further. 34. met in Italy. 35. Mr. Gratch told Gualas CEO about Afas success with the OpUs product and Gualas CEO invited Mr. Gratch to Gualas plant, and in July 2012 the two men

that its sales would continue to grow and to capture a large share of the U.S. market. Gualas CEO told Mr. Gratch that he was able to capture the Clorox business but did not mention with what sprayer.

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The two men decided to meet again after the summer holiday. In October-

November 2012, Gualas CEO visited Afas R&D center and manufacturing plant in the Netherlands. 37. Since that visit, Mr. Gratch has not heard from Gualas CEO. U.S. Patent No. 8,256,648 38. On September 4, 2012, United States Patent No. 8,256,648 (the 648 patent),

entitled Precompression System For A Liquid Dispensing Device And Method Of Assembling Such Precompressed System, issued to Wilhelmus Johannes Joseph Maas and Petrus Lambertus Wilhelmus Hurkmans. Plaintiff Dispensing Technologies B.V. is the owner by assignment of all right, title, and interest in and to the 648 patent. Plaintiff Dispensing Technologies B.V. has owned the 648 patent throughout the period of Gualas and Cloroxs infringing acts, and still owns the 648 patent. 39. The product that Guala and Clorox sell is a virtual carbon copy of Afas

patented sprayer. Annexed hereto as Exhibit A is a photograph of an infringing Clorox product that was purchased in this judicial district. Both Guala and Clorox: (1) knew about the 648 patent; (2) in the exercise of reasonable diligence should have known about it; or (3) were willfully blind about the existence of the 648 patent. FIRST CAUSE OF ACTION (Patent Infringement of the 648 Patent by GUALA) 40. Plaintiffs repeat and re-allege the allegations set forth in Paragraphs 1-39 of this

Complaint, as though fully set forth herein. 41. Upon information and belief, Guala makes, distributes, sells, imports into and/or

offers to sell in the United States, pre-compression trigger sprayers for dispensing liquids, including at least Gualas sprayer sold to Clorox, that infringe one or more claims of the 648 patent. 42. Upon information and belief, Guala supplies infringing pre-compression trigger

sprayers for dispensing liquids, including at least Gualas product sold to Clorox. 43. U.S.C. 271. -7Guala has infringed and continues to infringe the 648 patent in violation of 35

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Gualas infringement of the 648 patent has been and continues to be willful. Plaintiffs have been and continue to be damaged by Gualas infringement of the

648 patent in an amount to be determined at trial. Plaintiffs are entitled to recover damages adequate to compensate them for such infringement, but in no event less than a reasonable royalty. 46. Plaintiffs have suffered irreparable injury for which there is no adequate remedy

at law, and will continue to suffer such irreparable injury, unless Gualas infringement of the 648 patent is enjoined by this Court. SECOND CAUSE OF ACTION (Patent Infringement of the 648 Patent by Clorox) 47. Plaintiffs repeat and re-allege the allegations set forth in Paragraphs 1-46 of this

Complaint, as though fully set forth herein. 48. Clorox has made, used, offered to sell, sold, and/or imports into the United States,

and continues to make, use, offer to sell, sell, and/or import into the United States, products incorporating the infringing pre-compression trigger sprayers for dispensing liquids, that on information and belief were supplied by Guala. Clorox sells the infringing sprayers, at least on Cloroxs spray cleaner products such as Cloroxs Clean-Up Cleaner + Bleach (pictured in Exhibit A). 49. Clorox has infringed and continues to infringe one or more claims of the 648

patent in violation of 35 U.S.C. 271. 50. 51. Cloroxs infringement of the 648 patent has been and continues to be willful. Plaintiffs have been and continue to be damaged by Cloroxs infringement of the

648 patent in an amount to be determined at trial. Plaintiffs are entitled to recover damages adequate to compensate them for such infringement, but in no event less than a reasonable royalty. 52. Plaintiffs have suffered irreparable injury for which there is no adequate remedy

at law, and will continue to suffer such irreparable injury, unless Cloroxs infringement of the 648 patent is enjoined by this Court.

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JURY TRIAL DEMAND 53. Pursuant to Fed. R. Civ. P. 38, Plaintiffs hereby demand a trial by jury on all

issues set forth herein that a properly triable to a jury. PRAYER FOR RELIEF WHEREFORE, Plaintiffs, Afa Polytek (North America) Inc. and Dispensing Technologies B.V., respectfully request that the Court, upon final hearing of this matter, grant the following relief and enter judgment in favor of Plaintiffs as follows: A. B. C. A judgment that Guala has infringed the 648 patent; A finding that Gualas infringement of the 648 patent has been willful; An injunction permanently restraining and enjoining Guala (and any of Gualas officers, directors, employees, agents, servants, successors, assigns, and any and all persons in privity or in concert with Guala, directly or indirectly) from infringing the 648 patent in any manner; D. Awarding Plaintiffs damages adequate to compensate them for the infringement by Guala, but in no event less than a reasonable royalty for the use made of the inventions of the 648 patent by Guala, together with costs, and interest thereon; E. F. G. H. Increased damages against Guala as permitted under 35 U.S.C. 284; A judgment that Clorox has infringed the 648 patent; A finding that Cloroxs infringement of the 648 patent has been willful; An injunction permanently restraining and enjoining Clorox (and any of Cloroxs officers, directors, employees, agents, servants, successors, assigns, and any and all persons in privity or in concert with Clorox, directly or indirectly) from infringing the 648 patent in any manner; I. Awarding Plaintiffs damages adequate to compensate them for the infringement by Clorox, but in no event less than a reasonable royalty for the use made of the inventions of the 648 patent by Clorox, together with costs, and interest thereon; J. K. Increased damages against Clorox as permitted under 35 U.S.C. 284; A finding that this is an exceptional case under 35 U.S.C. 285, and awarding Plaintiffs their attorneys fees and costs; and -9-

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Such other and further relief as the Court deems just and proper.

Dated:

June 14, 2013

Respectfully submitted, MOTLEY RICE LLC

/s/ Joseph F. Rice Joseph F. Rice (Fed. ID No. 3445) Badge Humphries (Fed. ID No. 9550) 28 Bridgeside Boulevard Mt. Pleasant, South Carolina 29464 Telephone: 843.216.9000 Facsimile: 843.216.9450 jrice@motleyrice.com bhumphries@motleyrice.com And PEARL COHEN ZEDEK LATZER LLP David A. Loewenstein (Pro Hac Vice application to be submitted) Clyde A. Shuman (Pro Hac Vice application to be submitted) 1500 Broadway, 12th Floor New York, New York 10036 Telephone: 646.878.0800 Facsimile: 646.878.0801 davidl@pczlaw.com clydes@pczlaw.com Counsel for Plaintiffs Afa Polytek (North America) Inc. and Dispensing Technologies, B.V. OF COUNSEL: William H. Narwold MOTLEY RICE LLC One Corporate Center 20 Church Street, 17th Floor Harford, Connecticut 06103 Telephone: (860) 882-1681 Facsimile: (860) 882-1682 bnarwold@motleyrice.com

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