UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS ) ) ) ) ) ) ) ) ) ) )

ENGLISHTOWN, INC., Plaintiff, v. ROSETTA STONE INC., Defendant.

Civil Action No. _____________

COMPLAINT FOR PATENT INFRINGEMENT Plaintiff Englishtown, Inc. (Englishtown) for its Complaint against Defendant Rosetta Stone Inc. (Rosetta Stone) hereby alleges as follows: Nature of Action 1. This is an action in which Englishtown seeks damages and injunctive relief under

the patent laws of the United States, 35 U.S.C. 1 et seq., for infringement of U.S. Patent No. 6,741,833 (the 833 patent) and U.S. Patent No. 7,058,354 (the 354 patent) resulting from Rosetta Stones actions as set forth herein. The Parties 2. Englishtown is a corporation organized and existing under the laws of the State of

Delaware and has a place of business at One Education Street, Cambridge, Massachusetts 02141. 3. Upon information and belief, Rosetta Stone is a corporation organized and

existing under the laws of the State of Delaware and having a place of business at 1919 North Lynn Street, 7th Floor, Arlington, Virginia 22209.

Jurisdiction and Venue 4. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C.

1331 and 1338(a). 5. Upon information and belief, this Court has personal jurisdiction over Rosetta

Stone at least by virtue of Rosetta Stone having conducted business in this District and/or having committed one or more acts of infringement in this District. 6. Venue is proper in this District pursuant to 28 U.S.C. 1391 and 1400(b). COUNT I (Infringement of the 833 Patent) 7. Englishtown re-alleges and incorporates all prior paragraphs of this Complaint as

if set forth in their entirety. 8. The 833 patent, which is entitled Learning Activity Platform and Method for

Teaching a Foreign Language over a Network, issued on May 25, 2004, naming Christopher McCormick, Scott Rule, Lincoln Davis, and William Fisher as inventors. Englishtown is the assignee and owner of the entire right, title, and interest in and to the 833 patent. A true and correct copy of the 833 patent is attached hereto as Exhibit A and is incorporated herein by reference. 9. The 833 patent generally relates to online educational courses. More

specifically, the 833 patent relates to a system and method for teaching foreign languages over a network. 10. Upon information and belief, Rosetta Stone has known of the 833 patent at least

since 2004, when it was cited to the Patent Office as prior art during the prosecution of a patent assigned to Rosetta Stones subsidiary. 11. Upon information and belief, Rosetta Stone has infringed, and continues to

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infringe, one or more claims of the 833 patent, including without limitation, by manufacturing, having manufactured, using, selling, and/or offering for sale, without authorization, certain language learning products, software, online services, and practice tools. By way of example, and without limitation, the Replica online game in the Rosetta Stone Version 4 TOTALe online language learning program infringes claims 1, 4-7, 10-12, 14, 29, 32-35, 38-40, and 42 of the 833 patent. As a further example, and without limitation, the Contrasto online game in the Rosetta Stone Version 4 TOTALe online language learning program infringes claims 15, 18-20, 24-26, and 28 of the 833 patent. 12. Upon information and belief, Rosetta Stones aforementioned actions have been,

and continue to be, committed in a knowing and willful manner and constitute willful infringement of the 833 patent. 13. 14. Englishtown has no adequate remedy at law for Rosetta Stones infringing acts. As a direct result of Rosetta Stones infringing acts, Englishtown has suffered and

continues to suffer damage and irreparable harm. Unless Rosetta Stones infringing acts are enjoined by this Court, Englishtown will continue to be damaged and irreparably harmed. COUNT II (Infringement of the 354 Patent) 15. Englishtown re-alleges and incorporates all prior paragraphs of this Complaint as

if set forth in their entirety. 16. The 354 patent, which is entitled Learning Activity Platform and Method for

Teaching a Foreign Language over a Network, issued on June 6, 2006, naming Christopher McCormick, Scott Rule, Lincoln Davis, and William Fisher as inventors. Englishtown is the assignee and owner of the entire right, title, and interest in and to the 354 patent. A true and correct copy of the 354 patent is attached hereto as Exhibit B and is incorporated herein by

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reference. 17. The 354 patent generally relates to online educational courses. More

specifically, the 354 patent relates to a system and method for teaching foreign languages over a network. 18. Upon information and belief, Rosetta Stone has infringed, and continues to

infringe, one or more claims of the 354 patent, including without limitation, by manufacturing, having manufactured, using, selling, and/or offering for sale, without authorization, certain language learning products, software, online services, and practice tools. By way of example, and without limitation, the Replica online game in the Rosetta Stone Version 4 TOTALe online language learning program infringes claims 1 through 13 and 17 of the 354 patent. 19. 20. Englishtown has no adequate remedy at law for Rosetta Stones infringing acts. As a direct result of Rosetta Stones infringing acts, Englishtown has suffered and

continues to suffer damage and irreparable harm. Unless Rosetta Stones infringing acts are enjoined by this Court, Englishtown will continue to be damaged and irreparably harmed. REQUEST FOR RELIEF WHEREFORE, Englishtown prays that the Court: A. B. Enter judgment that Rosetta Stone has infringed the 833 and 354 patents; Award Englishtown damages adequate to compensate it for Rosetta Stones infringement of the 833 and 354 patents, but no less than a reasonable royalty for the use made of the invention(s) claimed in the 833 and 354 patents by Rosetta Stone, together with pre- and post-judgment interest and costs; Award increased damages pursuant to 35 U.S.C. 284, together with pre- and post-judgment interest and costs; Preliminarily and permanently enjoin Rosetta Stone, its officers, agents, servants, employees, and representatives, and all others in active concert or participation with them, from further infringing, directly or indirectly, the 833 and 354 patents;

C. D.

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E. F. G.

Declare this to be an exceptional case and award Englishtown its attorneys fees pursuant to 35 U.S.C. 285; Award Englishtown attorneys fees, costs, and expenses incurred by Englishtown in bringing this action together with pre- and post-judgment interest; and Award such further relief as the Court deems just and proper. DEMAND FOR A JURY TRIAL

Englishtown demands a trial by jury on all issues so triable. Respectfully submitted, ENGLISHTOWN, INC., By its attorneys, /s/ Julia Huston Julia Huston (BBO No. 562160) David E. Cole (BBO No. 658705) FOLEY HOAG LLP Seaport West 155 Seaport Boulevard Boston, MA 02210-2600 Tel: (617) 832-1000 Fax: (617) 832-7000 jhuston@foleyhoag.com dcole@foleyhoag.com

Dated: April 10, 2012

B3974635v7

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