UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION

CEPIA, LLC, Plaintiff, v. BUILD-A-BEAR WORKSHOP, INC., Defendant.

) ) ) ) ) ) ) ) ) )

CIVIL ACTION

Case No. JURY TRIAL DEMANDED

COMPLAINT Plaintiff, Cepia, LLC (Cepia), by its attorneys, for its Complaint against defendant Build-A-Bear Workshop, Inc. (Build-A-Bear), alleges as follows: THE PARTIES 1. Plaintiff Cepia is a Missouri limited liability company, having a principal

place of business at 121 Hunter Ave., Suite 103, St. Louis, Missouri 63124. Cepia does business within this judicial district. 2. Upon information and belief, Defendant Build-A-Bear is a Delaware

corporation, having a place of business at 1954 Innerbelt Business Center Drive, St. Louis, Missouri 63114. 3. Upon information and belief, Build-A-Bear does business throughout the

United States, including within this judicial district.

JURISDICTION AND VENUE 4. This is a civil action for patent infringement arising under the Patent Laws

of the United States, including 35 U.S.C. 271, and for copyright infringement arising under the Copyright Laws of the United States, including 17 U.S.C. 101 et. seq. 5. This Court has jurisdiction over the subject matter of this action under

28 U.S.C. 1331 and 1338(a). 6. On information and belief, Build-A-Bear is subject to personal jurisdiction

in this judicial district. Venue is proper in this district pursuant to 28 U.S.C. 1391 and 1400(b) and Missouris Long-Arm Statue. Mo. Rev. Stat. 506.500. FACTUAL BACKGROUND 7. 8. Cepia is a leading manufacturer of toy products. Cepia expends significant time and money each year in the research and

development of toy products. 9. Cepia developed a selectively illuminable, color changing plush bear toy

marketed under the trademark GloE. 10. Cepia owns United States Patent No. 7,520,633 (the 633 patent),

entitled Lighting and Display Apparatus that covers Cepias selectively illuminable, color changing plush toys. A copy of the 633 patent is attached hereto as Exhibit A. 11. Cepia is the owner by assignment of all right, title, and interest in United

States Patent No. 7,520,633 (the 633 patent), entitled Lighting and Display Apparatus by virtue of an assignment, recorded on May 18, 2006, at Reel 017637, Frame 0988, and has the right to sue for and recover for infringements thereof.

12.

Cepia is also the owner of the copyright in, and has applied for copyright

registration for, a copyrightable work entitled Light Up Toy Bear, first published on January 2, 2006 (the 2006 Design). A copy of the copyright application and accompanying deposit material for the 2006 Design is attached hereto as Exhibit B. 13. Cepia has complied with all statutory formalities required by the

Copyright Act to apply for registration of copyright in the 2006 Design. 14. Cepia has always owned the exclusive rights in the copyright to the 2006

Design covered by the application of Exhibit B, and thus, Cepia has always maintained the exclusive right to reproduce, distribute, and modify, and to authorize the reproduction, distribution, and modification of the 2006 Design. 15. Cepia is the owner of a second copyright in, and has applied for copyright

registration for, a copyrightable work entitled Light Up Toy Bear, first published on October 1, 2012 (the 2012 Design). A copy of the copyright application and accompanying deposit material for the 2012 Design is attached hereto as Exhibit C. 16. Cepia has complied with all statutory formalities required by the

Copyright Act to apply for registration of copyright in the 2012 Design. 17. Cepia has always owned the exclusive rights in the copyright to the 2012

Design covered by the application of Exhibit C, and thus, Cepia has always maintained the exclusive right to reproduce, distribute, and modify, and to authorize the reproduction, distribution, and modification of the 2012 Design. 18. On or about November 6, 2009, Cepia disclosed its selectively

illuminable, color changing plush bear toy to representatives of Build-A-Bear.

19.

On information and belief, on or about December 26, 2012, Build-A-Bear

introduced a selectively illuminable, color changing plush toy under the name Hugs So Bright Teddy, shown in Exhibit D, attached hereto. 20. Build-A-Bears making, using, offering for sale, selling, and importing

selectively illuminable, color changing plush toys, including the Hugs So Bright Teddy, infringes the 633 patent. 21. Build-A-Bears reproduction, distribution, importation and sale of

selectively illuminable, color changing plush toys, including the Hugs So Bright Teddy, infringes the 2006 Design and the 2012 Design. COUNT I: PATENT INFRINGEMENT 22. Cepia incorporates by reference paragraphs 1 through 21 as though fully

set forth herein. 23. The 633 patent was duly and legally issued on April 21, 2009, and is

valid and enforceable. 24. Build-A-Bear has infringed, without right, license or permission from

Cepia, contributorily infringed, and/or induced others to infringe at least one claim of the 633 patent by making, using, offering to sell and selling to customers within this judicial district and elsewhere in the United States, or importing into the United States within the term of the 633 patent, products including Hugs So Bright Teddy that embody the invention of the 633 patent. 25. Build-A-Bears actions as described herein constitute infringement of at

least one claim of Cepias 633 patent in violation of 35 U.S.C. 271, 281-285.

26.

Upon information and belief, these infringing activities have been willful

and deliberate and are causing, and will continue to cause, substantial and irreparable damage to Cepia. Cepia is preparing to release a Journey to GloETM Movie and advertising campaign in 2013 to promote its selectively illuminable color changing plush bear toy, and Build-A-Bears actions will continue unless enjoined by this Court. 27. Cepia has been damaged by Build-A-Bears infringement, contributory

infringement and/or inducement of infringement of the 633 patent and has been and will continue to be irreparably harmed if these infringing activities are not enjoined. 28. Cepia does not have an adequate remedy at law for Build-A-Bears acts of

infringement, contributory infringement, or inducement of infringement. 29. This is an exceptional case within the meaning of 35 U.S.C. 285, and

Cepia is entitled to an award of reasonable attorneys fees. COUNT II: COPYRIGHT INFRINGEMENT OF THE 2006 DESIGN 30. Cepia incorporates by reference paragraphs 1 through 29 as though fully

set forth herein. 31. Build-A-Bear has, without authorization or consent, copied Cepias

copyrighted 2006 Design. Upon information and belief, Build-A-Bears selectively illuminable, color changing plush toys, including the Hugs So Bright Teddy shown in Ex. D, infringes Cepias 2006 Design in that the 2006 Design has been impermissibly copied and distributed by Build-A-Bear. 32. Build-A-Bears acts hereinabove alleged are infringements of Cepias

copyright to the 2006 Design covered by the application of Ex. B.

33.

Build-A-Bear has committed all the aforesaid acts of infringement

deliberately and willfully, having had access to and copying the 2006 Design. 34. Cepia has sustained, and will continue to sustain, substantial injuries, loss

and damage to its exclusive rights under the Copyright Act in Cepias copyrighted works, including but not necessarily limited to the 2006 Design covered by the application of Ex. B. 35. Further, Cepia has sustained, and will continue to sustain, damages from

the loss of the value of its exclusive rights by reason of Build-A-Bears acts detailed above. This harm constitutes injury for which Cepia has no adequate remedy at law. COUNT III: COPYRIGHT INFRINGEMENT OF THE 2012 DESIGN 36. Cepia incorporates by reference paragraphs 1 through 35 as though fully

set forth herein. 37. Build-A-Bear has, without authorization or consent, copied Cepias

copyrighted 2012 Design. Upon information and belief, Build-A-Bears selectively illuminable, color changing plush toys, including the Hugs So Bright Teddy shown in Ex. D, infringes Cepias 2012 Design in that the 2012 Design has been impermissibly copied and distributed by Build-A-Bear. 38. Build-A-Bears acts hereinabove alleged are infringements of Cepias

copyright to the 2012 Design covered by the application of Ex. C. 39. Build-A-Bear has committed all the aforesaid acts of infringement

deliberately and willfully, having had access to and copying the 2012 Design. 40. Cepia has sustained, and will continue to sustain, substantial injuries, loss

and damage to its exclusive rights under the Copyright Act in Cepias copyrighted works,

including but not necessarily limited to the 2012 Design covered by the application of Ex. C. 41. Further, Cepia has sustained, and will continue to sustain, damages from

the loss of the value of its exclusive rights by reason of Build-A-Bears acts detailed above. This harm constitutes injury for which Cepia has no adequate remedy at law.

PRAYER FOR RELIEF WHEREFORE, Cepia prays for judgment: A. Declaring that Build-A-Bear has infringed, contributorily infringed and/or

induced infringement of at least one claim of U.S. Patent No. 7,520,633, and these infringing activities have been willful; B. Declaring that Build-A-Bear has infringed Cepias copyright in the 2006

Design, and these infringing activities have been willful; C. Declaring that Build-A-Bear has infringed Cepias copyright in the 2012

Design, and these infringing activities have been willful D. Preliminarily and permanently enjoining Build-A-Bear, its subsidiaries,

officers, agents, servants and employees, directors, licensees, successors, assigns, and those persons in active concert or participation with any of them, from further infringement, contributory infringement and inducement of infringement of U.S. Patent No. 7,520,633; E. Preliminarily and permanently enjoining Build-A-Bear, its subsidiaries,

officers, agents, servants and employees, directors, licensees, successors, assigns, and those persons in active concert or participation with any of them, from further infringement of Cepias copyright in the 2006 Design;

F.

Preliminarily and permanently enjoining Build-A-Bear, its subsidiaries,

officers, agents, servants and employees, directors, licensees, successors, assigns, and those persons in active concert or participation with any of them, from further infringement of Cepias copyright in the 2012 Design; G. That Build-A-Bear be required to deliver upon oath, to be impounded

during the pendency of this action, all infringing copies of Cepias 2006 Design and 2012 Design, and any masters used to create the infringing copies; and that an order of impoundment and/or seizure in respect of the foregoing be issued out of this Court in the manner provided by the Copyright Act and by the United States Supreme Court Copyright Practice Rules (1909); and that at the conclusion of this action, the Court shall order all such materials so held to be surrendered to Plaintiff or to be destroyed under a Writ of Destruction issued under 17 U.S.C. 503, whichever shall seem to this Court to be most just and proper H. Awarding Cepia damages adequate to compensate for Cepias losses

caused by the wrongful and infringing activities of Build-A-Bear, together with interest; I. Awarding Cepia treble damages with interest, cost and reasonable

attorneys fees under 35 U.S.C. 284, 285, and other applicable law, by reason of the willful and deliberate nature of Build-A-Bears infringement of U.S. Patent No. 7,520,633; and J. That Build-A-Bear be ordered to pay Cepia its costs of suit incurred herein

and attorneys fees; and K. proper. Awarding Cepia such further relief as this Court may deem just and

Dated: January 29, 2013

HARNESS, DICKEY & PIERCE, P.L.C. By: /s/ Kara R. Fussner Kara R. Fussner, #54656MO Rudolph A. Telscher, Jr., #41072MO Bryan K. Wheelock, #4696 7700 Bonhomme, Suite 400 St. Louis, MO 63105 (314) 726-7500 FAX: (314) 726-7501 Attorneys for Plaintiff, Cepia, LLC

61056532.1