Filed on behalf of: Askeladden LLC
`
`UNITED STATES PATENT AND TRADEMARK OFFICE
`____________
`
`BEFORE THE PATENT TRIAL AND APPEAL BOARD
`_____________
`
`Askeladden LLC
`Petitioner
`v.
`Sean McGhie and Brian Buchheit
`Patent Owner
`_____________
`
`Case IPR2015-00124
`U.S. Patent No. 8,540,152
`
`_____________
`
`DECLARATION OF SEAN REILLY
`
`IPR2015-00124
`Askeladden LLC v. Sean McGhie and Brian Buchheit
`ASKELADDEN 1531
`
`

`

`I, Sean Reilly, hereby declare and state that:
`I, Sean Reilly, hereby declare and state that:
`
`1.
`1.
`
`I am General Counsel of Askeladden L.L.C. ("Askeladden") and Senior
`I am General Counsel of Askeladden L.L.C. ("Askeladden") and Senior
`
`Vice President and Associate General Counsel for The Clearing House Payments
`Vice President and Associate General Counsel for The Clearing House Payments
`
`Company L.L.C. ("PayCo").
`Company L.L.C. ("PayCo").
`
`2.
`2.
`
`Before joining PayCo, I worked at the intellectual property law firm of
`Before joining PayCo, I worked at the intellectual property law firm of
`
`Fitzpatrick, Cella, Harper & Scinto, prosecuting patent applications and advising
`Fitzpatrick, Cella, Harper & Scinto, prosecuting patent applications and advising
`
`companies on various aspects of intellectual property law. I also previously
`companies on various aspects of intellectual property law. I also previously
`
`worked at the United States Patent and Trademark Office as a patent examiner, and
`worked at the United States Patent and Trademark Office as a patent examiner, and
`
`at Intel Corporation.
`at Intel Corporation.
`
`3.
`3.
`
`I received a B.S. in Computer Engineering from the University of Florida
`I received a B.S. in Computer Engineering from the University of Florida
`
`and a J.D. from Fordham University. I am a member of the New York and New
`and a J.D. from Fordham University. I am a member of the New York and New
`
`Jersey bars, and I am registered to practice before the United States Patent and
`Jersey bars, and I am registered to practice before the United States Patent and
`
`Trademark Office.
`Trademark Office.
`
`4.
`4.
`
`
`
`I provide this declaration on behalf of Askeladden, the Petitioner, in the I provide this declaration on behalf of Askeladden, the Petitioner, in the
`
`
`
`following six proceedings: IPR2015-00122 (U.S. Patent No. 8,523,063); IPR2015- following six proceedings: IPR2015-00122 (U.S. Patent No. 8,523,063); IPR2015-
`
`00123 (U.S. Patent No. 8,523,063); IPR2015-00124 (U.S. Patent No. 8,540,152);
`00123 (U.S. Patent No. 8,523,063); IPR2015-00124 (U.S. Patent No. 8,540,152);
`
`IPR2015-00125 (U.S. Patent No. 8,540,152); 1PR2015-00133 (U.S. Patent No.
`IPR2015-00125 (U.S. Patent No. 8,540,152); IPR2015-00133 (U.S. Patent No.
`
`
`
`8,297,502); and IPR2015-00137 (U.S. Patent No. 8,297,502) (collectively, "the 8,297,502); and IPR2015-00137 (U.S. Patent No. 8,297,502) (collectively, "the
`
`Proceedings").
`Proceedings").
`
`1
`1
`
`

`

`5.
`
`As General Counsel of Askeladden, I can competently testify based on
`
`personal knowledge concerning the organization and operation of Askeladden, and
`
`Askeladden's relationship as an independent subsidiary with its corporate parent
`
`company, PayCo.
`
`6.
`
`Askeladden was formed under the laws of Delaware as a limited liability
`
`corporation on June 17, 2014. It exists as an independent subsidiary of PayCo.
`
`7.
`
`Askeladden was formed to implement an initiative intended to improve
`
`the understanding, use and reliability of patents in financial services and elsewhere
`
`("the Patent Quality Initiative"), including by (i) educating patent examiners and
`
`others about technology and systems employed by the financial services industry;
`
`(ii) developing a repository of prior art to patents in the field; (iii) filing amicus
`
`briefs in cases and proceedings; and (iv) challenging the validity of low-quality
`
`patents relating to the financial services sector, including in Inter Partes Review
`
`("IPR") proceedings.
`
`
`
`9.
`
`
`
`.
`
`In contrast, PayCo's primary business is to implement payment system
`
`infrastructure that operates, among other things, an electronic check clearing and
`
`2
`
`

`

`settlement system, an automated clearing house, and a wholesale funds transfer
`
`system.
`
`10.
`
`Askeladden was formed and operates as a separate, independent legal
`
`entity from PayCo. It maintains separate books and financial records from PayCo.
`
`11.
`
`Askeladden is solely responsible for identifying and selecting patents to be
`
`challenged for invalidity utilizing, for instance, IPR proceedings. Askeladden does
`
`not solicit or accept input from PayCo or its members, and neither PayCo nor any
`
`of its members have consulted or given direction with respect to, the identification
`
`or selection of the specific patents that Askeladden may challenge through, for
`
`example, IPR proceedings.
`
`
`
`
`
`
`
`12. More specifically, neither PayCo nor its member banks were solicited by
`
`Askeladden for any input, and they did not give direction or exert control with
`
`respect to the specific Proceedings at issue here. In particular, PayCo and its
`
`member banks did not direct the filing of petitions in the Proceedings, or what
`
`should be stated in such petitions.
`
`13.
`
`a
`
`
`
`3
`
`

`

`i
`
`
`
`15.
`
`I further point out that certain allegations made by the Patent Owners are
`
`incorrect. Specifically, it is not correct that, as Patent Owners allege, "the Board
`
`members of both Askeladden and The Clearing House are the same people."
`
`
`
`
`
`
`
`
`
`16.
`
`It is also erroneous that PayCo, or its member banks have provided
`
`funding for any specific IPR proceeding or the Proceedings at issue here pursued
`
`by Askeladden.
`
`t.
`
`4
`
`
`
`
`
`
`
`
`
`
`
`

`

`17.
`17.
`
`Finally, Patent Owners have misconstrued a statement in a press release
`Finally, Patent Owners have misconstrued a statement in a press release
`
`("The Patent Quality Initiative is the product of thought leadership provided by
`("The Patent Quality Initiative is the product of thought leadership provided by
`
`The Clearing House Payments Company") to allege that PayCo's "thought-
`The Clearing House Payments Company") to allege that PayCo's "thought-
`
`leadership presumably includes leadership on IPRs."
`leadership presumably includes leadership on IPRs."
`
`18.
`18.
`
`
`
`The formation of Askeladden and the Patent Quality Initiative was a The formation of Askeladden and the Patent Quality Initiative was a
`
`product of thought leadership provided by PayCo. However, as described above,
`product of thought leadership provided by PayCo. However, as described above,
`
`Askeladden solely and independently chooses the patents it will challenge and
`Askeladden solely and independently chooses the patents it will challenge and
`
`controls the preparation of IPR filings and related proceedings for challenging
`controls the preparation of IPR filings and related proceedings for challenging
`
`those patents.
`those patents.
`
`19.
`19.
`
`
`
`I hereby declare that all statements made herein of my own knowledge are I hereby declare that all statements made herein of my own knowledge, are
`
`true and that all statements made on information and belief are believed to be true;
`true and that all statements made on information and belief are believed to be true;
`
`and further that these statements were made with the knowledge that willful false
`and further that these statements were made with the knowledge that willful false
`
`statements and the like so made are punishable by fine or imprisonment, or both,
`statements and the like so made are punishable by fine or imprisonment, or both,
`
`under Section 1001 of Title 18 of the United States Code.
`under Section 1001 of Title 18 of the United States Code.
`
`Date: February 23, 2015
`Date: February 23, 2015
`
`Sean Reilly
`Sean Reilly
`General Counsel
`General Counsel
`Askeladden LLC
`Askeladden LLC
`
`
`
`5 5
`
`