IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

VALTRUS INNOVATIONS LTD.,

 Plaintiff,

 vs. 

SAP AMERICA, INC. AND SAP SE,

 Defendants.

Civil Action No. 2:24-cv-21

JURY TRIAL DEMANDED

 [FILED UNDER SEAL]

 

DEFENDANTS SAP AMERICA, INC. AND SAP SE’S MOTION TO DISMISS FOR

LACK OF STANDING PURSUANT TO RULE 12(b)(1) AND RULE 12(b)(6)

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TABLE OF CONTENTS

Page 

I. INTRODUCTION .............................................................................................................. 1

II. FACTUAL BACKGROUND ............................................................................................. 2

A. Valtrus’s Corporate Structure .................................................................................. 2

B. Key Patent Innovations Props Up Valtrus ............................................................... 2

C. Valtrus and KPI Enter Into the Declaration of Trust ............................................... 3

D. KPI Acquires the Asserted Patents for Valtrus ........................................................ 6

III. PROCEDURAL HISTORY ................................................................................................ 7

IV. LEGAL STANDARD ......................................................................................................... 8

A. Valtrus Must Prove That It Had Constitutional Standing When It Filed the 

Complaint ................................................................................................................ 8

B. Valtrus Must Prove It Had Statutory Standing ........................................................ 9

V. ARGUMENT .................................................................................................................... 10

A. Valtrus Did Not Have Constitutional Standing to Sue When It Filed This 

Action .................................................................................................................... 10

B. Valtrus Did Not Have Statutory Standing When It Filed This Action .................. 16

VI. CONCLUSION ................................................................................................................. 18

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TABLE OF AUTHORITIES

 Page(s) 

Cases

A123 Sys., Inc. v. Hydro-Quebec, 

626 F.3d 1213 (Fed. Cir. 2010)..........................................................................................15, 17

Booth v. United States, 

990 F.2d 617 (Fed. Cir. 1993)....................................................................................................9

Diggs v. Dep’t Hous. & Urb. Dev., 

670 F.3d 1353 (Fed. Cir. 2011)..................................................................................................9

FDA v. All. for Hippocratic Med., 

602 U.S. __, 2024 WL 2964140 (2024)...................................................................................15

Gaia Techs., Inc. v. Reconversion Techs., Inc., 

93 F.3d 774 (Fed. Cir. 1996)....................................................................................................15

Intell. Prop. Dev., Inc. v. TCI Cablevision of Cal., Inc., 

248 F.3d 1333 (Fed. Cir. 2001)................................................................................................16

Intell. Tech LLC v. Zebra Techs. Corp., 

101 F.4th 807 (Fed. Cir. 2024) ............................................................................................9, 13

Intell. Tech LLC v. Zebra Techs. Corp., 

No. 6:19-CV-00628-ADA, 2022 WL 3088572 (W.D. Tex. Aug. 3, 2022) .................11, 13, 15

Keene Corp. v. United States, 

508 U.S. 200 (1993) .................................................................................................................10

Lans v. Digit. Equip. Corp., 

252 F.3d 1320 (Fed. Cir. 2001)..................................................................................................9

Legacy Cmty. Health Servs., Inc. v. Smith, 

881 F.3d 358 (5th Cir. 2018) .....................................................................................................8

Lexmark Int’l, Inc. v. Static Control Components, Inc., 

572 U.S. 118 (2014) .................................................................................................................10

Lone Star Silicon Innovations LLC v. Nanya Tech. Corp., 

925 F.3d 1225 (Fed. Cir. 2019)..............................................................................10, 11, 15, 16

Lujan v. Defenders of Wildlife, 

504 U.S. 555 (1992) .................................................................................................................10

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Mobile Equity Corp. v. Walmart Inc., 

No. 2:21-cv-00126-JRG-RSP, 2022 WL 4112237 (E.D. Tex. 2022) ......................................10

Morrow v. Microsoft Corp., 

499 F.3d 1332 (Fed. Cir. 2007)................................................................................................14

Oaxaca v. Roscoe, 

641 F.2d 386 (5th Cir. 1981) .....................................................................................................9

Ortho Pharm. Corp. v. Genetics Inst., Inc., 

52 F.3d 1026 (Fed. Cir. 1995)....................................................................................................8

Paradise Creations, Inc. v. UV Sales, Inc., 

315 F.3d 1304 (Fed. Cir. 2003)..........................................................................................10, 15

Paterson v. Weinberger, 

644 F.2d 521 (5th Cir. 1981) .....................................................................................................9

Propat Int’l Corp. v. Rpost, Inc., 

473 F.3d 1187 (Fed. Cir. 2007)....................................................................................15, 16, 17

Schreiber Foods, Inc. v. Beatrice Cheese, Inc., 

402 F.3d 1198 (Fed. Cir. 2005)....................................................................................10, 11, 15

Sicom Sys. Ltd. v. Agilent Techs., Inc., 

427 F.3d 971 (Fed. Cir. 2005)..................................................................................................15

Spokeo, Inc. v. Robins, 

578 U.S. 330 (2016) ...................................................................................................................8

Town of Chester v. Laroe Ests., Inc., 

581 U.S. 433 (2017) ...................................................................................................................8

Univ. of S. Fla. Rsch. Found., Inc. v. Fujifilm Med. Sys. U.S.A., 

19 F.4th 1315 (Fed. Cir. 2021) ..................................................................................................8

Valtrus Innovations Ltd. v. SAP Am., Inc., 

No. 2:24-cv-00021-JRG (E.D. Tex. Jan. 15, 2024) ...............................................................4, 7

Whitmore v. Arkansas, 

495 U.S. 149 (1990) ...................................................................................................................8

WiAV Sols. LLC v. Motorola, Inc., 

631 F.3d 1257 (Fed. Cir. 2010)............................................................................................8, 11

Williamson v. Tucker, 

645 F.2d 404 (5th Cir. 1981) .....................................................................................................9

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Statutes

35 U.S.C. § 100(d) .........................................................................................................................15

35 U.S.C. § 281 ..............................................................................................................1, 10, 15, 18

Other Authorities

Fed. R. Civ. P. 12(b)(1)....................................................................................................1, 8, 11, 18

Fed. R. Civ. P. 12(b)(6)....................................................................................................1, 9, 10, 18

U.S. Constitution Article III................................................................................................... passim

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I. INTRODUCTION

Defendants SAP America, Inc. (“SAP America”) and SAP SE (together with SAP America, 

“SAP”) move to dismiss Plaintiff Valtrus Innovations Limited’s (“Valtrus”) Complaint because 

(1) under Rule 12(b)(1), Valtrus does not have any exclusionary rights in the Asserted Patents and 

(2) under Rule 12(b)(6), Valtrus is not the patentee and does not hold substantial rights in the 

Asserted Patents. Accordingly, this case must be dismissed because Valtrus has neither 

constitutional standing under Article III of the U.S. Constitution nor statutory standing under 

35 U.S.C. § 281. 

Throughout this suit, Valtrus has maintained that it is the rightful owner of the seven 

asserted patents. But Valtrus surrendered any and all exclusionary and substantial rights when it 

executed the Declaration of Trust (“Declaration”) and placed the Asserted Patents in trust for the 

exclusive benefit of its sole parent company, Key Patent Innovations Limited (“KPI”). Ex. A. The 

plain, unambiguous language of that Declaration vests KPI with all exclusionary and economic 

rights to the Asserted Patents. Id. Valtrus possesses no rights associated with ownership, as it 

cannot assign, transfer, license, or enforce the Asserted Patents without KPI’s consent. Id. at ii, iii. 

Further, the Asserted Patents do not form any part of Valtrus’s estate, meaning they are shielded in 

the event Valtrus declares bankruptcy. Id. at 4. In contrast, KPI’s exclusive control over the patents 

is not limited by Valtrus’s consent, and KPI can assign, transfer, license, or enforce the Asserted 

Patents as it sees fit. Id. at ii. In other words, KPI’s rights to the Asserted Patents are “unfettered.” 

Id.

Any claim that Valtrus is the owner or patentee of the Asserted Patents is a thinly veiled 

attempt to shield both companies from judgment or the orders of any court. Valtrus is nothing more 

than an uncapitalized shell who holds the Asserted Patents in name only on behalf of KPI 

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(on whose direction it must act) and, therefore, lacks constitutional or statutory standing to bring 

this suit.

II. FACTUAL BACKGROUND

A. Valtrus’s Corporate Structure

New PP Holdings LLC (“PP Holdings”) sits atop Valtrus’s corporate structure and is the 

sole parent company to New PP Licensing LLC (“PP Licensing”). Ex. D at 1. On the next rung 

below, PP Licensing is the sole parent company and shareholder of KPI.1 Exs. K at 29; L at 5; M 

at 1; N at 1. PP Licensing is also the sole parent company to Patent Platform Services, LLC 

(“PPS”), which is KPI’s U.S. licensing agent for the HPE Patent Portfolio, including the Asserted 

Patents. Exs. Y; Z. On the final rung of the corporate latter, KPI, formerly known as Dolya Holdco 

4 Limited, is Valtrus’s, formerly known as Dolya Holdco 9 Limited, sole parent company. Exs. E–

J; O at 2, 16; AA at 1. KPI is also the sole member of Valinvest, LLC (“Valinvest”), which provides 

funding for licensing and litigation expenses for the HPE Patent Portfolio. Exs. AB; V at 1–8; 

P at 95:3–97:12. 

B. Key Patent Innovations Props Up Valtrus 

KPI and Valtrus are Irish companies with both of their principal places of business at the 

Glasshouses GH2, 92 Georges Street Lower, Dun Laoghaire, Dublin, Ireland A96 VR66. (ECF 

41-3 ¶¶ 3–4); Exs. Q at 1; R at 1. In addition to sharing an office, KPI and Valtrus share the same 

five directors: Angela Quinlan, Glen Gibbons, Máiréad Lyons, Paul Riley, and Paul Seaman. Exs. P 

at 16:16–17:16, 20:5–16, 22:6–24:10; Q at 1–3; R at 1–3. And Angela Quinlan is the Managing 

1 PP Licensing owns the only shares issued by KPI. PP Licensing acquired its first share of KPI on 

October 28, 2020, for $11.5 million. Ex. L at 3, 5. PP Licensing acquired a second share on January 

15, 2021, for $20 million and a third share on June 17, 2021, for $19.5 million from KPI. Exs. M 

at 1; N at 1. KPI provided a loan to PP Licensing on April 5, 2022, for $11.5 million, which was 

discharged on December 1, 2022. Exs. L at 5; K at 32.

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Asserted Patents in trust for KPI, the Beneficiary. Exs. A at 2; AA. In other words, Valtrus holds 

the Asserted Patents in name only as the Asserted Patents were acquired with funds from KPI, and 

the Declaration provides KPI with 

. See generally Exs. A at 2; AA. Notably, Valtrus 

requires prior authorization from KPI to take any action relating to the Asserted Patents. Ex. A at 2. 

Although Recital (B) of the Declaration labels Valtrus as “Owner” of the Asserted Patents, 

subsection 2.1(c) grants KPI 

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Indeed, as detailed above, Valtrus requires KPI’s consent to take 

any action with the Asserted Patents. KPI, on the contrary, does not require consent from Valtrus 

to transfer, license, or enforce the Asserted Patents, as no obligations are imposed on KPI by the 

Declaration. Valtrus is truly an “owner” in name only as all rights of ownership are vested in and 

controlled by KPI. 

D. KPI Acquires the Asserted Patents for Valtrus

On January 15, 2021, Valtrus entered into the Patent Purchase Agreement with Hewlett 

Packard Enterprise Development, LP, a Texas limited partnership with its principal place of 

business at 11445 Compaq Drive West, Houston, Texas 77070-1443, and Hewlett Packard 

Enterprise Company, a Delaware corporation with its principal place of business at 6280 America 

Center Drive, San Jose, California 95002 (collectively, “HPE”) to acquire HPE’s Patent Portfolio. 

Ex. S. The Portfolio includes U.S. Patent Nos. 6,823,409; 6,889,244 (the “ʼ244 Patent”); 

7,152,182; 7,313,575; 6,691,139; 7,936,738; and 6,871,264 (collectively, “the Asserted Patents”). 

Ex. T; (ECF 1). While the Patent Purchase Agreement purports to give Valtrus all right, title, and 

interest in and to the Asserted Patents, Valtrus entered into the Declaration on the same date as the 

3

Exs. V at 1; W at 3. 

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Purchase Agreement and ceded all of its rights to KPI, as detailed above. Exs. S at 4; A at 4–5, 8–

10. 

While the Declaration presumes that funds would be transferred to Valtrus to acquire the 

Asserted Patents, KPI controlled the transfer of those funds to HPE. And before KPI directed the 

transfer of any funds to HPE, KPI received those funds 

Exs. P at 43:11–14; AA; AC at 2–3; AD at 2. 

 Exs. P at 55:25–57:13; AA; AC at 2–3; AD at 2. 

 Exs. P at 58:19–

59:23, 58:19–24; AC at 2. . Exs. P at 60:13–24; 

AC at 2. 

Ex. P at 60:25–62:10. 

Id. at 63:7–64:17. 

. Id.

III. PROCEDURAL HISTORY

Three years after signing the Declaration, on January 15, 2024, Valtrus filed suit against 

SAP, asserting infringement of the Asserted Patents in this Court. Valtrus Innovations Ltd. v. SAP 

Am., Inc., No. 2:24-cv-00021-JRG, ECF No. 1 ¶ 5 (E.D. Tex. Jan. 15, 2024). That same day and 

almost simultaneously, SAP America filed its Complaint (and later its First Amended Complaint), 

which (1) requests declaratory judgment that SAP does not infringe the ‘244 Patent or U.S. Patent 

Nos. 8,166,173; 7,672,929; 7,251,588; 6,850,866; and 9,229,984, and (2) alleges that Valtrus and 

its licensing agent, PPS, have violated the Delaware Consumer Fraud Act (along with related 

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conspiracy and aiding-and-abetting claims). SAP Am., Inc. v. Valtrus Innovations Ltd., No. 1:24-

cv-00054-GBW, ECF No. 1 ¶ 1, ECF No. 7 ¶ 1 (D. Del. Jan. 15, 2024); Exs. A ¶ 1; R ¶ 1.

IV. LEGAL STANDARD

A. Valtrus Must Prove That It Had Constitutional Standing When It Filed the 

Complaint 

Federal Rule of Civil Procedure 12(b)(1) requires the Court to dismiss a case for lack of 

subject matter jurisdiction. “The burden of demonstrating standing falls to [Plaintiff], as ‘[i]t is 

well established . . . that before a federal court can consider the merits of a legal claim, the person 

seeking to invoke the jurisdiction of the court must establish the requisite standing to sue.’” Ortho 

Pharm. Corp. v. Genetics Inst., Inc., 52 F.3d 1026 (Fed. Cir. 1995) (quoting Whitmore v. Arkansas, 

495 U.S. 149, 154 (1990)). 

“The law of Article III standing, which is built on separation-of-powers principles, serves 

to prevent the judicial process from being used to usurp the powers of the political branches.” Town 

of Chester v. Laroe Ests., Inc., 581 U.S. 433, 438 (2017). To have standing, a plaintiff “must have 

(1) suffered an injury in fact, (2) that is fairly traceable to the challenged conduct of the defendant, 

and (3) that is likely to be redressed by a favorable judicial decision.” Spokeo, Inc. v. Robins, 578 

U.S. 330, 338 (2016). Regional circuit law governs standards for the “dismissal of a complaint for 

lack of standing unless the issue is unique to patent law and therefore exclusively assigned to the 

Federal Circuit.” Univ. of S. Fla. Rsch. Found., Inc. v. Fujifilm Med. Sys. U.S.A., 19 F.4th 1315, 

1323 (Fed. Cir. 2021). Here, Federal Circuit law governs an entity’s constitutional standing in a 

patent-infringement action. See WiAV Sols. LLC v. Motorola, Inc., 631 F.3d 1257, 1263 (Fed. Cir. 

2010). “[E]ach element of Article III standing must be supported in the same way as any other 

matter on which the plaintiff bears the burden of proof, with the same evidentiary requirements of 

that stage of litigation.” Legacy Cmty. Health Servs., Inc. v. Smith, 881 F.3d 358, 366 (5th Cir. 

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2018) (quotation marks omitted). A defect in subject matter jurisdiction may be raised at any time, 

and none of waiver, estoppel, or the parties’ consent may overcome it. See Booth v. United States, 

990 F.2d 617, 620 (Fed. Cir. 1993); see also Diggs v. Dep’t Hous. & Urb. Dev., 670 F.3d 1353, 

1355 (Fed. Cir. 2011). 

A motion to dismiss for lack of subject matter jurisdiction can take the form of a facial 

attack on the complaint or a factual attack on the subject matter of the Court. “A factual attack on 

the subject matter jurisdiction of the court . . . challenges the facts on which jurisdiction depends[,] 

and matters outside of the pleadings, such as affidavits and testimony, are considered.” Oaxaca v. 

Roscoe, 641 F.2d 386, 391 (5th Cir. 1981). A defendant makes a “factual attack” upon the court’s 

subject matter jurisdiction by submitting affidavits, testimony, or other evidentiary materials. 

Paterson v. Weinberger, 644 F.2d 521, 523 (5th Cir. 1981). In opposition, the plaintiff cannot 

merely rest on its pleadings—it must instead “submit facts through some evidentiary method and 

has the burden of proving by a preponderance of the evidence that the trial court does have subject 

matter jurisdiction.” Id. In reviewing a factual challenge to the court’s subject matter jurisdiction, 

the court is not confined to the allegations of the complaint, and the presumption of truthfulness 

does not attach to those allegations. See Williamson v. Tucker, 645 F.2d 404, 412–13 (5th Cir. 

1981). If the original plaintiff lacked Article III initial standing, the suit must be dismissed, and the 

jurisdictional defect is incurable if absent at the initiation of the suit. See Intell. Tech LLC v. Zebra 

Techs. Corp., 101 F.4th 807, 817 (Fed. Cir. 2024) (“Intell. Tech II”).

B. Valtrus Must Prove It Had Statutory Standing

Federal Rule of Civil Procedure 12(b)(6) authorizes a court to dismiss a case for failure to 

state a claim upon which relief can be granted. The Federal Circuit has applied statutory standing 

to dismiss infringement claims asserted by plaintiffs who did not own sufficient rights in their 

asserted patent. Lans v. Digit. Equip. Corp., 252 F.3d 1320, 1328 (Fed. Cir. 2001). To determine 

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standing, the court must find that the plaintiff qualifies as a “patentee” under 35 U.S.C. § 281.

Lone Star Silicon Innovations LLC v. Nanya Tech. Corp., 925 F.3d 1225, 1235 (Fed. Cir. 2019). 

Section 281 provides that “[a] patentee shall have remedy by civil action for infringement of his 

patent.” 35 U.S.C. § 281. 

Unlike constitutional standing, statutory standing is not jurisdictional. Lexmark Int’l, Inc. 

v. Static Control Components, Inc., 572 U.S. 118, 128 n.4 (2014). The proper vehicle with which 

to bring a statutory standing claim is therefore under Rule 12(b)(6). Lone Star, 925 F.3d at 1235. 

Statutory standing may only be cured by adding a plaintiff with proper standing. Schreiber Foods, 

Inc. v. Beatrice Cheese, Inc., 402 F.3d 1198, 1203 n.4 (Fed. Cir. 2005). Under the Federal Rules, a 

12(b)(6) motion can be brought at any point up to and at trial; therefore, a challenge to a party’s 

ability to bring suit under § 281 can be raised during the pretrial process and even at trial. Mobile 

Equity Corp. v. Walmart Inc., No. 2:21-cv-00126-JRG-RSP, 2022 WL 4112237, at *2 (E.D. Tex. 

2022). 

V. ARGUMENT

A. Valtrus Did Not Have Constitutional Standing to Sue When It Filed This 

Action

Standing is a constitutional requirement pursuant to Article III and is a threshold 

jurisdictional issue. Lujan v. Defenders of Wildlife, 504 U.S. 555, 560–61 (1992). A court may 

exercise subject matter jurisdiction only if a plaintiff has standing on the date that it files suit. 

Keene Corp. v. United States, 508 U.S. 200, 207 (1993) (There is a “longstanding principle that 

the ‘jurisdiction of the Court depends upon the state of things at the time of the action brought.’” 

(citation omitted)). “The plaintiff must demonstrate that it held enforceable title to the patent at the 

inception of the lawsuit” to assert standing. Paradise Creations, Inc. v. UV Sales, Inc., 315 F.3d 

1304, 1309–10 (Fed. Cir. 2003). “If the original plaintiff lacked Article III initial standing, the suit 

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must be dismissed, and the jurisdictional defect cannot be cured” after the inception of the lawsuit. 

Schreiber, 402 F.3d at 1203. 

The Complaint alleges that “Valtrus is the assignee of and owns all right and title to” the 

Asserted Patents. (ECF ¶ 5). But Valtrus neither owned the Asserted Patents nor had the 

constitutional right to sue when it filed this case. Indeed, Valtrus does not own the patents to this 

day. Although Plaintiff purports to be the owner of the Asserted Patents in its Complaint, the 

Declaration to which it is bound makes clear that it holds the Asserted Patents in name only, as it 

lacks any rights associated with true ownership. Therefore, Valtrus did not have constitutional 

standing to assert claims of patent infringement against SAP when it filed its Complaint. 

Accordingly, this Motion presents a factual challenge to subject matter jurisdiction under 

Rule 12(b)(1).

The “touchstone of constitutional standing in a patent infringement suit is whether a party 

can establish that it has an exclusionary interest in patent that, if violated by another, would cause 

the party holding exclusionary right to suffer legal injury.” WiAV Sols. LLC v. Motorola, Inc., 631 

F.3d 1257, 1267 (Fed. Cir. 2010). Exclusionary rights “involve the ability to exclude others from 

practicing an invention or to forgive activities that would normally be prohibited under the patent 

statutes.” Lone Star, 925 F.3d at 1235. As evidenced by the Declaration, Valtrus lacks both abilities.

Although Valtrus claims to “hold all rights and title” to the Asserted Patents, the “terms and 

conditions” to which it is bound in the Declaration effectively strip Valtrus of all rights associated 

with ownership. See Intell. Tech LLC v. Zebra Techs. Corp., No. 6:19-CV-00628-ADA, 2022 WL 

3088572, at *2 (W.D. Tex. Aug. 3, 2022) (“Intell. Tech I”) (emphasizing that “holding title to a 

patent is not the same as holding exclusionary rights to a patent”). Simply referring to oneself as 

an owner does not establish rights of ownership. Lone Star, 925 F.3d at 1234 (“[C]onstitutional 

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standing . . . does not depend on labels.”) Rather, the terms of the Declaration make clear that all 

exclusionary rights are actually held by KPI, the parent company that manages every facet of 

Valtrus’s business. Valtrus can act in relation to the Asserted Patents only 

Ex. A at 4. Indeed, Valtrus acts at the exclusive direction of KPI because Valtrus must 

provide the services pursuant to the Declaration exclusively to KPI and is explicitly prohibited 

from 

. Id. at ii.

A bare trust, as created by the Declaration and Letter of Appointment, reinforces Valtrus’s 

inability to control transfer of the Asserted Patents. Exs. A at 4 (“It is acknowledged that the Trust 

shall be a bare trust and deemed not to constitute or create security of any kind.”); AA at 1 (“[KPI] 

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hereby request[s] [Valtrus] to act as trustee of a bare trust (the ‘Trust’) under which [KPI] will be 

the sole beneficiary.”). Irish law provides that, Valtrus, as a bare trustee, has no interest in the 

Asserted Patents and is no more than a “passive recipient[] of the [Asserted Patents] without any 

management responsibilities.”4

 Ex. AF at 9. Unlike a special trust, which imbues trustees with 

“an active role in administering the affairs of the trust,” Valtrus has no such duties, and its only 

purpose is to hold the Asserted Patents in name only until KPI directs Valtrus to transfer them to 

KPI. Id.; Ex. A at 4 

). In addition to receiving 

to the Asserted Patents, it is KPI, and not Valtrus, that owns the Asserted Patents. Valtrus 

merely holds them and must 

4 U.K. law similarly distinguishes the authority of bare and special trustees. “[A] bare trustee holds 

property in trust for a single beneficiary absolutely and indefeasibly, and is a mere passive 

repository for the beneficial owner, having no duties other than a duty to transfer the property 

to the beneficial owner or as he directs.” Ex. AE at 1 (emphasis added). But special trustees retain 

active duties such as “executing the trusts of a will or settlement, with administrative (and perhaps 

also dispositive) powers accompanying his active duties.” Id.

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. Id. In this way, Valtrus cannot 

exclude a third party from using the Asserted Patents if the third party receives its license from 

KPI. See Intell. Tech I, 2022 WL 3088572, at *3.5 By that same token, 

Id. at i (emphasis added). 

Finally, the structure created in the Declaration makes Valtrus effectively judgment proof 

from any court. 

.” Id. at 4. The seriousness of this issue is 

compounded by the fact that Valtrus is severely undercapitalized and publicly reported that it 

possesses $1 of total assets. Ex. O at 10. This means that if the Court requires Valtrus to pay court 

costs, attorneys fees, or the like that exceed merely $1, Valtrus would be unable to do so, and the 

Court would have no alternative remedy to require Valtrus to fulfill its obligations. The Court could 

5 On appeal, this case was reversed on the basis that the exclusionary rights depended on a default 

option in the contract and thus were not “presently divested” but only divested upon a triggering 

future event. See Intell. Tech II, 101 F.4th at 817. The Declaration here is significantly broader and 

without any such limitations as KPI has always retained exclusionary rights; Valtrus has never 

retained exclusionary rights as it assigned them to KPI before acquiring the Asserted Patents 

(compare Ex. A at 3–4, with Ex. S at 11–12); and Valtrus has not retained a single exclusionary 

right (see Section II.C).

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v. UV Sales, Inc., 315 F.3d 1304, 1309 (Fed. Cir. 2003); Gaia Techs., Inc. v. Reconversion Techs., 

Inc., 93 F.3d 774, 780 (Fed. Cir. 1996). 

B. Valtrus Did Not Have Statutory Standing When It Filed This Action

Statutory standing is governed by Title 35, which allows a “patentee” to bring a civil action 

for patent infringement. 35 U.S.C. § 281. “Patentee” is defined by 35 U.S.C. § 100(d) and includes 

the original patentee and the “successor in title.” 35 U.S.C. § 100(d). Even if the patentee does not 

transfer formal legal title, the patentee may affect a transfer of ownership for standing purposes if 

it conveys all substantial rights in the patent to the transferee. See Propat Int’l Corp. v. Rpost, Inc., 

473 F.3d 1187, 1189 (Fed. Cir. 2007); Sicom Sys. Ltd. v. Agilent Techs., Inc., 427 F.3d 971, 976 

(Fed. Cir. 2005) (“[I]f the patentee transfers all substantial rights under the patent, it amounts to an 

assignment and the assignee may be deemed the effective patentee under 35 U.S.C. § 281.”). 

A party can only bring suit in its own name if it possesses “all substantial rights” in the 

patents. See Lone Star, 925 F.3d at 1235; Intell. Tech I, 2022 WL 3088572, at *2. The determination 

of whether a party possesses substantial rights looks to the “totality” and “substance” of an 

agreement rather than to “formalities or magic words.” Lone Star, 925 F.3d at 1229; A123 Sys., 

Inc. v. Hydro-Quebec, 626 F.3d 1213, 1218 (Fed. Cir. 2010) (“In determining ownership for 

purposes of standing, labels given by the parties do not control.”). A party possesses all “substantial 

rights” where it has the ability to enforce and alienate the patents. Lone Star, 925 F.3d at 1231. 

Valtrus has neither, as it transferred all substantial rights to KPI in the Declaration, making KPI 

the actual owner. Ex. A at ii 

(emphasis added); id.

(emphasis added); Ex. V at 1 Assignment Agreement (“[KPI] is the sole 

beneficial owner of [the Asserted Patents] . . . acquired by Valtrus.”) (emphasis added). 

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associated with the retention of an ownership interest in the patent.”). 

. Ex. A at 

ii. While Valtrus claims that it “holds” the Asserted Patents, “holding” the Asserted Patents is 

literally all that it can do with them—they are, for all intents and purposes, completely untouchable 

by Valtrus. In contrast, 

.

Further, the full economic interests and monetization rights also belong to KPI, not Valtrus, 

further illustrating that Valtrus lacks substantial rights. Id. at ii; Propat, 473 F.3d at 1191 (“[T]he 

fact that [a party] retains a substantial share of the proceeds [of commercial exploitation of the 

patent] is consistent with [the party] retaining ownership rights in the patent.”). In other words, 

any profit made in licensing the Asserted Patents solely benefits KPI.

The substantial rights an entity possesses is what defines “patentee” for purposes of 

statutory standing. See A123 Sys., 626 F.3d at 1218. Based on the totality and substance of the 

Declaration, it is clear that KPI, and not Valtrus, is the effective patentee and owner. When the 

exercise of a “right” requires the consent of a third party, the right is illusory. Here, illusory rights 

are all that Valtrus can actually claim. In other words, because Valtrus made its ability to sell, 

assign, transfer, license, and enforce the Asserted Patents 

, it transferred all substantial rights to KPI and relinquished its position as 

“patentee” under 35 U.S.C. § 281. Therefore, it lacks statutory standing to bring suit against SAP.

VI. CONCLUSION

Based on the foregoing, SAP respectfully requests that the Court grant its Motion and 

dismiss this case for lack of subject matter jurisdiction pursuant to Rule 12(b)(1) and/or for failure 

to state a claim upon which relief can be granted pursuant to Rule 12(b)(6). 

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Dated: June 27, 2024 Respectfully submitted,

By: /s/ Thomas M. Melsheimer

Thomas M. Melsheimer

State Bar No. 13922550

tmelsheimer@winston.com

M. Brett Johnson

State Bar No. 00790975

mbjohnson@winston.com

Michael A. Bittner

State Bar No. 24064905

mbittner@winston.com

Patrick Clark

State Bar No. 24115706

pclark@winston.com

WINSTON & STRAWN LLP

2121 N. Pearl St., 9th Floor

Dallas, TX 75201

Telephone: (214) 453-6500 

ATTORNEYS FOR

SAP AMERICA, INC. and SAP SE

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CERTIFICATE OF SERVICE

The undersigned hereby certifies that the foregoing document was served by email on all 

counsel of record on June 27, 2024. 

/s/ Thomas M. Melsheimer

Thomas M. Melsheimer

CERTIFICATE OF AUTHORIZATION TO SEAL

The undersigned hereby certifies that the foregoing document is authorized to be filed 

under seal pursuant to the Protective Order, as this filing contains confidential information. 

(ECF 35). 

/s/ Thomas M. Melsheimer

Thomas M. Melsheimer

Case 2:24-cv-00021-JRG Document 54 Filed 07/18/24 Page 25 of 25 PageID #: 3107