IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS TYLER DIVISION VALMONT INDUSTRIES, INC.

, Plaintiff, v. LINDSAY CORPORATION, Defendant; FARMSCAN AG PTY LTD., JURY TRIAL DEMANDED Defendant Licensor; and BOARD OF REGENTS OF THE UNIVERSITY OF IDAHO, Defendant Patent Owner. CIVIL ACTION NO. _______________

COMPLAINT FOR PATENT INFRINGEMENT Plaintiff Valmont Industries, Inc. (Valmont) for its Complaint against Lindsay Corporation (Lindsay), joins Farmscan AG Pty, Ltd. (Farmscan) as Defendant-Licensor, and the Board of Regents of the University of Idaho (the University) as Defendant-Patent Owner, and alleges as follows: PARTIES 1. Valmont is a Delaware corporation, with a principal place of business at One

Valmont Plaza, Omaha, Nebraska 68154. 2. On information and belief, Lindsay is a Delaware corporation, with a principal

place of business at 2222 North 111th Street, Omaha, Nebraska 68164. Service upon Lindsay may be made by serving its registered agent for service of process, Michael M. Hupp, 1125

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South 103rd Street, Suite 800, Omaha, Nebraska 68124. On information and belief, Lindsay is in the wholesale sales and distribution business, and derives a significant portion of its revenue from sales and distribution of the products at issue through its dealer, Dairyland Automation, Inc., located at 201 East Houston Street, Sulphur Springs, Texas 75482. 3. On information and belief, Farmscan is an Australian corporation, with a principal

place of business at Unit 22, 489 South Street, Toowoomba, Queensland, Australia 4350. 4. On information and belief, the University is an Idaho public corporation and state

educational institution, with a principal place of business in Moscow, Idaho 83843. JURISDICTION AND VENUE 5. This action arises under the patent laws of the United States, Title 35 of the

United States Code. This Court has subject matter jurisdiction pursuant to 28 U.S.C. 1331 and 1338(a). On information and belief, Lindsay is subject to this Courts specific and general personal jurisdiction in this District, pursuant to due process and/or the Texas Long Arm Statute, due at least to its substantial business in this forum, including related to the infringements alleged herein. Further, on information and belief, Lindsay is subject to the Courts general jurisdiction, including from regularly doing or soliciting business, engaging in other persistent courses of conduct, and/or deriving substantial revenue from goods and services provided to persons or entities in Texas. In addition, the Court has personal jurisdiction over Lindsay because it has established minimum contacts with the forum and the exercise of jurisdiction over them would not offend traditional notions of fair play and substantial justice. In accordance with established distribution channels for the accused products, Lindsay reasonably anticipated that the accused products would end up in this District and be sold herein.

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6.

This Court has subject matter jurisdiction pursuant to 28 U.S.C. 1331 and

1338(a). On information and belief, Farmscan is subject to this Courts specific and general personal jurisdiction in this District, pursuant to due process and/or the Texas Long Arm Statute, due at least to entering into a patent licensing agreement with the University and a patent sublicensing agreement with Valmont, which relates to the infringements alleged herein. 7. This Court has subject matter jurisdiction pursuant to 28 U.S.C. 1331 and

1338(a). On information and belief, the University is subject to this Courts specific and general personal jurisdiction in this District, pursuant to due process and/or the Texas Long Arm Statute, due at least to entering into a patent licensing agreement with Farmscan and an amendment to the licensing agreement to allow Farmscan to sublicense patent rights to Valmont, which relates to the infringements alleged herein. 8. Venue is proper under 28 U.S.C. 1391(b), 1391(c), and 1400(b). Without

limitation, on information and belief, Lindsay is subject to personal jurisdiction in this District. On information and belief, Lindsay is subject to this Courts specific and general personal jurisdiction in this District, pursuant to due process and/or the Texas Long Arm Statute, due at least to its substantial business in this District, including related to the infringements alleged herein. Further, on information and belief, Lindsay is subject to the Courts general jurisdiction in this District, including from regularly doing or soliciting business, engaging in other persistent courses of conduct, and/or deriving substantial revenue from goods and services provided to persons or entities in this District. In addition, the Court has personal jurisdiction over Lindsay because it has established minimum contacts with the forum and the exercise of jurisdiction over them would not offend traditional notions of fair play and substantial justice. In accordance with

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established distribution channels for the accused products, Lindsay reasonably anticipated that the accused products would end up in this District and be sold herein. 9. Without limitation, on information and belief, Farmscan is subject to personal

jurisdiction in this District. On information and belief, Farmscan is subject to this Courts specific and general personal jurisdiction, pursuant to due process and/or the Texas Long Arm Statute, by virtue of its business dealings in the United States, due at least to entering into a patent licensing agreement covering the Patent-in-Suit with the University and a patent sublicensing agreement covering the Patent-in-Suit with Valmont, which relates to the infringements alleged herein. On information and belief, Farmscan knowingly and intentionally participates in a stream of commerce into the United States. 10. Without limitation, on information and belief, the University is subject to personal

jurisdiction in this District. On information and belief, the University is subject to this Courts specific and general personal jurisdiction in this District, pursuant to due process and/or the Texas Long Arm Statute, due at least to entering into a patent licensing agreement covering the Patent-in-Suit with Farmscan and an amendment to the licensing agreement covering the Patentin-Suit to allow Farmscan to sublicense patent rights to Valmont, which relates to the infringements alleged herein. Additionally, on information and belief, the University is subject to this Courts specific and general jurisdiction, pursuant to due process and/or the Texas Long Arm Statute, including from regularly doing or soliciting business, engaging in other persistent courses of conduct, and/or deriving substantial revenue from goods and services provided to persons or entities in this District, including but not limited to potential and actual University students located in the District.

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COUNT I INFRINGEMENT OF U.S. PATENT NO. 5,246,164 1. Valmont is the exclusive sublicensee of U.S. Patent No. 5,246,164 (the 164

Patent and/or Patent-in-Suit) from Farmscan with respect to Lindsay and others, including the right to exclude Lindsay and to enforce, sue and recover damages for past and future infringement against Lindsay. A true and correct copy of the 164 Patent is attached as Exhibit A. 2. Farmscan is the exclusive licensee of the 164 Patent from the University for all

substantial rights in the 164 Patent, including the right to exclude others and to enforce, sue and recover damages for past and future infringement and is joined to satisfy standing requirements to bring this lawsuit for infringement of the 164 Patent. As set forth herein, Farmscan has sublicensed rights in the 164 Patent to Valmont on an exclusive basis. 3. The University is the owner of all right, title and interest to the 164 Patent

entitled Method and Apparatus for Variable Application of Irrigation Water and Chemicals, and is joined to satisfy standing requirements to bring this lawsuit for infringement of the 164 Patent. 4. The 164 Patent is valid, enforceable, and was duly issued on September 21,

1993, in full compliance with Title 35 of the United States Code. 5. On information and belief, Lindsay has been, and now is, directly infringing,

jointly infringing, and indirectly infringing by way of inducing infringement and/or contributing to the infringement of the 164 Patent in this District and elsewhere in Texas and the United States, without the consent or authorization of Valmont, by or through its making, having made, sale, offer for sale, and/or use in the United States of the patented systems and methods which

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comprise a method or apparatus for variable application of irrigation water to a plurality of zones within a field of ground to be irrigated, including at least its Accuflow VRI products, which are covered by one or more claims of the 164 Patent. 6. To the extent that facts learned during the pendency of this case show that

Lindsays infringement is, or has been willful, Valmont reserves the right to request such a finding at time of trial. 7. Valmont has been damaged as a result of Lindsays infringing conduct. Lindsay

is, thus, liable to Valmont in an amount that adequately compensates it for Lindsays infringements, which, by law, cannot be less than a reasonable royalty, together with interest and costs as fixed by this Court under 35 U.S.C. 284. 8. Unless a preliminary and permanent injunction is issued enjoining Lindsay and its

agents, servants, employees, representatives, affiliates, and all others acting in active concert therewith from infringing the 164 Patent, Valmont will be greatly and irreparably harmed. PRAYER FOR RELIEF WHEREFORE, Valmont respectfully requests that this Court enter: A. B. A judgment in favor of Valmont that Lindsay has infringed the 164 Patent; A preliminary and permanent injunction enjoining Lindsay, and its officers, directors, agents, servants, affiliates, employees, divisions, branches, subsidiaries, parents, and all others acting in active concert therewith from infringement, inducing the infringement of, or contributing to the infringement of the 164 Patent;

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C.

A judgment and order requiring Lindsay to pay Valmont its damages, costs, expenses, and prejudgment and post-judgment interest for Lindsays infringement of the 164 Patent as provided under 35 U.S.C. 284;

D. E.

An award to Valmont for enhanced damages as provided under 35 U.S.C. 284; A judgment and order finding that this is an exceptional case within the meaning of 35 U.S.C. 285 and awarding Valmont its reasonable attorneys fees; and

F.

Any and all other relief, at law or in equity, to which Valmont may show itself to be entitled. DEMAND FOR JURY TRIAL

Plaintiff hereby requests a trial by jury pursuant to Rule 38 of the Federal Rules of Civil Procedure.

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Dated: June 2, 2011

Respectfully submitted, FISH & RICHARDSON P.C.

By: /s/ Neil J. McNabnay Neil J. McNabnay Texas Bar No. 24002583 njm@fr.com P. Weston Musselman, Jr. Texas Bar No. 14749600 pwm@fr.com David B. Conrad Texas Bar No. 24049042 dbc@fr.com Jane J. Du Virginia Bar No. 78449 jjdu@fr.com 1717 Main Street, Suite 5000 Dallas, Texas 75201 (214) 747-5070 (Telephone) (214) 747-2091 (Facsimile) ATTORNEYS FOR PLAINTIFF VALMONT INDUSTRIES, INC.

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