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`UNITED STATES DISTRICT COURT
`FOR THE EASTERN DISTRICT OF TEXAS
`MARSHALL DIVISION
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`Civil Action No.:
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`JURY TRIAL DEMANDED
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`PELOTON INTERACTIVE, INC.,
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`Plaintiff,
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`vs.
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`FLYWHEEL SPORTS, INC.,
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`Defendant.
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`COMPLAINT FOR PATENT INFRINGEMENT
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`Plaintiff Peloton Interactive, Inc. (“Peloton”) brings this action against Flywheel Sports,
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`Inc. (“Flywheel”), and alleges as follows:
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`SUMMARY OF THE ACTION
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`1.
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`In 2011, Texas native John Foley was struggling to find time to exercise. His
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`favored workouts were in-studio cycling classes, which provided him with the perfect mix of
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`competition and community. But as the president of e-commerce at Barnes & Noble, and a
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`husband and father of two, it was nearly impossible for him to find time to schedule and attend
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`in-studio classes. At the same time, there was no at-home exercise option that provided anything
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`close to the experience of an in-studio class. A graduate of Georgia Tech and Harvard Business
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`School, Foley set out to solve this problem with his technical and business acumen. Soon
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`thereafter, Foley established Peloton with the goal of creating a product that would bring the
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`studio exercise class experience directly into a person’s own home. This led to the invention of
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`the Peloton Bike, which Foley, along with his co-founders, developed and brought to market in
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`2012.
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`2.
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`The Peloton Bike is the first ever at-home exercise bike that incorporates a
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`sophisticated graphical user interface—presented on a 22-inch HD, multitouch tablet—that
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`displays live and on-demand cycling classes led by some of the world’s most elite instructors.
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`The Peloton Bike uses sensors to measure the rider’s performance and can display a leaderboard
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`comparing the rider’s performance at each point in the class with the performance of every other
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`rider that is currently taking—or has ever taken—the same class. This “Leaderboard” is a unique
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`technology that allows Peloton riders to see how their performance ranks in comparison to all
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`other riders at every point in the class.
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`3.
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`The invention of the Peloton Bike solved two major problems for would-be
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`exercisers. First, it allowed busy Americans—from harried executives to sleepless new
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`parents—the flexibility to exercise in their own home and on their own schedule. Second, it
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`gave them the motivation to do so, by providing live and on-demand classes that recreate the
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`real-time competition and community engagement that has made in-studio classes so popular.
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`To protect this invention, Foley and Peloton applied for, and received, the U.S. Patents at issue in
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`this case.
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`4.
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`Since its inception in 2012, Peloton has disrupted the fitness industry, creating a
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`new category of fitness equipment with its remarkable success. In less than six years, Peloton
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`has delivered over 250,000 Peloton Bikes, and established a member base of more than 600,000
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`active riders. The Peloton Bike has received near-universal adulation, with Men’s Health
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`naming it “the best cardio machine on the planet.” Peloton now employs more than 900 people
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`across the country, with plans to hire hundreds more, including at a major new campus in Plano,
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`Texas. Peloton was recently valued at $4.15 billion and earned more than $300 million in
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`revenue in 2017 alone.
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`5.
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`Defendant Flywheel, on the other hand, primarily operates studio cycling classes
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`in brick-and-mortar locations across the country. In or around 2017, having witnessed Peloton’s
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`success—and knowing that it had been losing customers to Peloton—Flywheel decided it needed
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`to shift gears. But rather than innovating and investing, as Peloton had, Flywheel infringed the
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`Peloton Patents by creating a copycat of the Peloton Bike experience called the “FLY
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`Anywhere” that, among other things, detects, synchronizes and compares the ride metrics of
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`remote users on a graphical user interface. With its FLY Anywhere bike, Flywheel infringes the
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`Peloton Patents by, among other things, displaying live and archived cycling class content to
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`remote riders, tracking a remote rider’s performance, and comparing that remote rider’s
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`performance against the performance of other remote riders.
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`6.
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`Flywheel’s infringement of Peloton’s patents is ongoing and willful. Indeed, just
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`three months before Flywheel announced its development of the FLY Anywhere bike, one of its
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`largest investors, Michael Milken—the prominent businessman previously convicted of
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`securities law violations—attended a private investment conference for high net worth investors
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`to meet with the chief executives of several companies, including Peloton. At that conference,
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`Milken falsely presented himself to Foley as a potential investor in Peloton and pressed for—and
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`obtained—information from Foley about Peloton’s technology and business strategy—all
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`without ever disclosing his existing multi-million-dollar investment in Flywheel. On information
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`and belief, Milken provided this information to Flywheel, which then used this information to
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`facilitate the development, sales and marketing of the infringing FLY Anywhere bike.
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`7.
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`Peloton brings this suit to protect its rights and put an end to Flywheel’s willful
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`infringement.
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`THE PARTIES
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`8.
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`Peloton is a corporation organized and existing under the laws of the State of
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`Delaware, with its principal place of business at 125 West 25th Street, 11th Floor, New York,
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`New York, 10001. Peloton has a showroom and sales office in Plano, Texas, located at Legacy
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`West, 7500 Windrose Avenue, Plano, Texas 75024. In addition, Peloton recently announced that
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`it is opening its second corporate headquarters in Plano’s Legacy Central development, where it
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`plans to hire 400 workers over the next several years.
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`9.
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`Flywheel is a corporation organized and existing under the laws of the State of
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`Delaware, with its principal place of business at 53 West 23rd Street, Floor 9, New York, New
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`York 10010.
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`JURISDICTION AND VENUE
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`10.
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`Certain claims in this civil action arise under the patent laws of the United States,
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`35 U.S.C. § 1 et seq. This Court has subject matter jurisdiction over the patent claims pursuant to
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`28 U.S.C. §§ 1331 and 1338(a).
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`11.
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`This Court has personal jurisdiction over Flywheel pursuant to the laws of the
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`State of Texas and the United States Constitution because Flywheel regularly and continuously
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`transacts business in the jurisdiction, including marketing and selling Flywheel services and
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`products throughout the State of Texas, including in this district. Flywheel places infringing
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`products within the stream of commerce, which stream is directed at this district, with knowledge
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`and/or understanding that those products will be sold in the State of Texas, including in this
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`district.
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`12.
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`Flywheel has infringed or caused infringement in the State of Texas, including in
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`this district by, among other things, promoting, offering for sale and selling the infringing FLY
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`Anywhere bike in the District. Flywheel also provides services and assembles products that are
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`and have been used, offered for sale, sold, and purchased in the State of Texas, including in this
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`district. Flywheel has at least three physical locations at which it transacts business and recruits
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`and hires employees in the State of Texas, including in this district. Flywheel has registered with
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`the Texas Secretary of State’s Office to do business in the State of Texas and has appointed a
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`registered agent for service. Therefore, the exercise of jurisdiction over Flywheel is appropriate
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`under the applicable jurisdictional statutes and would not offend traditional notions of fair play
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`and substantial justice.
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`13.
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`Venue is proper for claims of patent infringement in this district under 28 U.S.C.
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`§§ 1391(b) & (c) and 1400(b) because Flywheel has a regular and established place of business
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`within the district and has committed, and continues to commit, acts of patent infringement
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`within the district.
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`14.
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`Flywheel owns and operates a Flywheel studio in this district at 5964 West Parker
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`Road, Suite 100, Plano, Texas 75093. At this location, Flywheel owns or rents real estate, hires
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`and pays employees, advertises in the community, and engages in business. In addition, from
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`this location, Flywheel has promoted, offered for sale, and sold the infringing FLY Anywhere
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`bike. Flywheel Plano likewise actively promotes for sale the infringing FLY Anywhere bike on
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`its Facebook page.
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`15.
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`Flywheel actively markets and sells the FLY Anywhere bike to customers across
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`the United States, including in the Eastern District of Texas.
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`16.
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`Additionally, Flywheel has a showroom for the infringing product—the FLY
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`Anywhere bike—in Dallas, Texas, less than 20 miles from the Eastern District of Texas.
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`Flywheel intends to and does advertise, demonstrate, offer for sale, and sell the infringing
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`product and services to customers in the Eastern District of Texas through this showroom.
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`Flywheel intends for customers to use the infringing product and service within the Eastern
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`District of Texas.
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`FACTUAL ALLEGATIONS
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`I. Disrupting the Fitness Category
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`17.
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`Since being founded in early 2012, Peloton has revolutionized the fitness industry
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`with its category-creating at-home cycling bike (the “Peloton Bike”). Unlike the at-home bikes
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`that came before it, the Peloton Bike is a sleek, technologically advanced system that combines a
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`first-in-class exercise bike with state-of-the-art technology that allows riders to experience live
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`and on-demand cycling classes—led by some of the world’s best instructors—from the comfort
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`of their own homes.
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`18.
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`Featuring a 22-inch full high-definition, sweat resistant, multitouch tablet, the
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`Peloton Bike measures and displays a rider’s performance metrics and presents those metrics for
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`live or time-synced comparison with other Peloton riders. This unique technology allows
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`Peloton riders to see where their performance stands against all other riders on a leaderboard, re-
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`creating the energetic and competitive in-studio cycling experience at home.
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`Above: The Peloton Bike
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`Above: The Peloton Graphical User Interface and Leaderboard
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`19.
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`Peloton’s success has been remarkable. Men’s Health has called the Peloton Bike
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`“the best cardio machine on the planet.” USA Today has said it is “attractive, addictive, and
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`seriously whips you into shape.” And in a comparison of numerous at-home bikes, the Wall
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`Street Journal concluded that “the best bike, by far, was [the] Peloton.” The Peloton Bike also
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`received the award for the Best Health and Fitness Device at the Consumer Electronics Show in
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`2018.
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`20.
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`The Peloton Bike retails for $1995, and riders pay $39 per month for a
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`subscription to Peloton’s exclusive live and on-demand cycling classes.
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`21.
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`To date, Peloton has delivered more than 200,000 Peloton Bikes, building its
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`member base from zero to over 600,000 in less than five years. Its revenue has been growing
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`rapidly as a result. For example, in 2016, Peloton’s revenue nearly tripled to $170 million, and
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`in 2017, doubled again to over $300 million. Peloton has also won countless awards, including
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`being named one of the World’s Most Innovative Companies by Fast Company in 2016, 2017
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`and 2018.
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`II. The Journey to Inventing the Peloton Bike
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`22.
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`At the time Peloton was founded, fitness studios that provided studio cycling
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`classes were becoming tremendously popular. SoulCycle and Flywheel had multiple studios and
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`were growing quickly. While such in-studio classes provide a great consumer experience, they
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`start at predetermined times, have limited space per class, and may meet at inconvenient
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`locations for some customers. As a result, in-studio classes can be hard to attend for people with
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`busy work schedules and families at home. Peloton founder and CEO John Foley was one of
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`those people.
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`23.
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`After realizing that countless others undoubtedly faced the same challenge, Foley
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`began a journey that would see him and his co-founders invent a new category of fitness
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`equipment that provides the immersive, fun and competitive in-studio cycling class experience,
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`at home, at any time.
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`24.
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`Having majored in industrial engineering at Georgia Tech and studied business at
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`Harvard Business School, Foley then worked in e-commerce and the tech industry for over a
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`decade. This gave him a sophisticated understanding of the intersection of business and
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`technology. However, Foley also realized that this project would require a team of smart, savvy
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`leaders in different fields to bring it to consumers, and he therefore started recruiting other tech
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`leaders who shared his vision.
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`25.
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`Foley first approached his friend and former colleague, Tom Cortese. Over
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`dinner one night in 2011, Foley told Cortese that he believed there was a large, untapped market
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`available if they could just figure out how to allow cycling fans to access the best instructors and
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`have the same in-studio cycling class experience at any time, no matter where they live and no
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`matter how busy their schedules are. Cortese joined, and has been with Peloton ever since,
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`currently serving as Peloton’s Chief Operating Officer.
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`26.
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`Foley also recruited three others, whom he asked to join as co-founders of
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`Peloton: technological guru Yony Feng, to help design and build a prototype Peloton Bike;
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`accomplished lawyer Hisao Kushi, to guide Peloton through the legal and regulatory framework
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`facing the new start-up; and internet executive Graham Stanton, to help guide the company
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`through its early years and to manage the company’s finances and growth strategy. All accepted,
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`and all three remain with the company to this day. Feng is Peloton’s Chief Technology Officer;
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`Kushi is General Counsel; and Stanton is Senior Vice President, Global Marketing and Sales,
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`Peloton Digital.
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`27. With a strong team in place, Foley was able to raise an initial seed investment of
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`$350,000, along with $50,000 of Foley’s own savings. This allowed the young start-up to rent a
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`small office in New York City from which it could develop and create the first prototype of the
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`Peloton Bike.
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`28.
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`To create the product that Foley and his co-founders envisioned, Peloton
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`developed (1) a visually appealing, sturdy, and technologically advanced exercise bike; (2) a
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`large, sweatproof, wi-fi enabled, high-definition touchscreen tablet computer; (3) an attractive
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`user interface and related software and backend systems to integrate the bike and tablet and
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`track, synchronize, and dynamically display metrics; and (4) first-in-class cycling class content
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`and the systems to deliver that content. All equipment needed to be durable, lasting for years
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`with minimal maintenance.
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`29.
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`Start-ups will often partner with existing companies and products to custom build
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`as little as possible. Building one’s own hardware and software from the ground up, by contrast,
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`is expensive, time-consuming, and fraught with obstacles, known and unknown. However,
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`Peloton quickly discovered that no existing exercise bike had all the required characteristics:
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`sturdiness, durability, visual appeal, efficiency, and technological capability. Nor was there any
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`touchscreen tablet available on the market at the time that would suit its needs. In addition,
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`Peloton realized that no existing products could communicate with the bike hardware, or track
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`and analyze rider performance in the way they envisioned. In short, the Peloton team quickly
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`realized that it would need to create virtually the entire Peloton Bike from scratch, including the
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`bike and tablet.
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`30. What’s more, to effectuate its vision of immersive studio cycling at home, Peloton
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`also needed to figure out how to integrate the hardware (the bike and tablet) with its own
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`software so that the software could communicate with the bike to track performance metrics,
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`store those metrics, communicate those metrics back to the rider, and transfer those metrics to a
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`server so that they could be synchronized and compared with other riders’ metrics.
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`31.
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`The technological challenges and unknowns faced by the Peloton team also
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`created a significant financial hurdle. Investors viewed Peloton’s plan to build its own hardware
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`and software as too costly and difficult and were not convinced there was a viable market for the
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`product. Dozens of investors declined the opportunity to invest in Peloton because they were not
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`willing to take the risk of investing up front in such a new and challenging endeavor.
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`32.
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`Yet through research, ingenuity, and persistence, Peloton pushed on, working
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`with two core manufacturing partners to design and produce the necessary high-tech, sleek bikes
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`and tablets. To build the first prototype, Feng, the Chief Technology Officer then and now,
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`created a proof-of-concept apparatus using a standard off-the-shelf stationary bike, then attaching
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`sensors with a stripped-down electronics board running the Android-based app that he developed
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`and a computer monitor rigged to the bike’s front. As reflected in the images below, Feng went
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`through a long, iterative process to develop a successful hardware-software integration.
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`The Peloton Bike’s software and tablet evolution:
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`The early version of the Peloton Bike, left, compared with the version at launch, right:
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`Testing the software with an early version of Peloton Bike:
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`33.
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`This unique hardware-software integration would be the basis for Peloton’s
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`prototype. By the end of 2012, after a year of hard work, investment, and development, Peloton
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`finally had a prototype in hand to show investors.
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`34.
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`But even after the Peloton Bike prototype was created, Peloton struggled to raise
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`money. Foley was rejected by countless investment firms and was repeatedly told that the
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`Peloton Bike simply was not viable.
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`35.
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`Early in 2012, Peloton had discussions with Defendant Flywheel about a potential
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`partnership. The proposal was that Peloton would become the interactive arm of Flywheel to
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`develop the at-home cycling business using Flywheel’s instructor-led, studio class content, and
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`Flywheel would focus on its existing studio cycling business. Flywheel was initially interested,
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`but eventually the deal fell through.
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`36.
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`Yet, despite these repeated rejections, Foley persisted—continuing to take risks,
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`making significant personal investments, and dedicating more time to developing the best
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`possible product. He did so because of his belief that at-home fitness equipment simply had not
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`evolved at the same pace that group exercise classes had. He continued to pitch potential
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`investors until, many rejections later, he found a group of investors who believed in Peloton and
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`invested the first $10 million that helped launch the Peloton Bike on a commercial scale.
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`III. Bringing Peloton to Market
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`37.
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`After additional troubleshooting and tinkering on the early prototype bikes,
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`Peloton was ready to take the important step of manufacturing the bike and selling it to its first
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`customers. Peloton held a Kickstarter campaign with the goal of raising enough capital to start
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`manufacturing the bike. As Peloton explained, “[t]his involves building the ‘tools’ required to
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`create each unique part (yes, we first have to build the machinery that will build the bike!) and
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`pre-purchasing lots of steel, aluminum, plastic, microchips (there are 17 in our console alone).”
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`The Kickstarter campaign raised more than $300,000 and generated initial orders for 188 bikes.
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`38.
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`Sales were initially slow—188 bikes was far from Peloton’s target, and far from
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`the demand Foley knew existed. Peloton was a new product, and people were wary of the
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`product and how useful it would be. Like every other phase of their journey, Peloton was not
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`going to become successful overnight—they were going to have to work for it. With intensive
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`and creative marketing efforts, including pop-up stores in choice locations, and as word of mouth
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`spread, sales began to pick up.
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`39.
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`In January 2014, two years after Peloton was founded, the first bikes were
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`delivered to customers.
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`40.
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`By now, Peloton has designed in-house almost everything that other companies
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`outsource to third parties: hardware, software, content, and logistics. As an Inc.com article
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`reported, “Peloton has defied every aspect of the prevailing startup ethos of doing it fast and
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`lean, buying off the shelf, partnering and, above all, custom-building as little as possible.” It
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`likewise described that Foley and his team have “[broken] every rule” to make Peloton a reality.
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`41.
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`It is a reality that continues to grow and exceed expectations. In its latest
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`investment round, Peloton raised $550 million at a valuation of $4.15 billion. Peloton continues
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`to expand both nationally and internationally, and it will soon open a second headquarters in
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`Plano, Texas, which will employ hundreds of workers. Most importantly, Peloton is doing what
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`it set out to do—allowing more people than ever to participate in high-energy, state-of-the-art
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`exercise on their own schedule, and empowering riders to maximize their most valuable
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`resource: time.
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`IV.
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`Peloton Patents Its Intellectual Property
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`42.
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`After years of investment, risk, and innovation, Peloton has become the leader of
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`the at-home fitness world. To protect its intellectual property, Foley and the Peloton inventor
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`team have applied for, and received patents covering, their inventions.
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`43.
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`United States Patent No. 9,174,085 (“the ’085 Patent”), entitled Exercise System
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`and Method, was duly and lawfully issued on November 3, 2015. A true and correct copy of the
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`‘085 Patent is attached hereto as Exhibit 1.
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`44.
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`United States Patent No. 9,233,276 (“the ’276 Patent,” and collectively with the
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`’085 Patent, the “Peloton Patents”), entitled Exercise System and Method, was duly and lawfully
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`issued on January 12, 2016. A true and correct copy of the ’276 patent is attached hereto as
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`Exhibit 2.
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`45.
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`Plaintiff Peloton Interactive, Inc. is the current owner of all rights, title, and
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`interest in and to the Peloton Patents. With its Peloton Bike, Peloton practices the Peloton
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`Patents by, among other things, displaying live and archived cycling class content to remote
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`riders, tracking a remote rider’s performance, and comparing that remote rider’s performance
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`against the performance of other remote riders. Peloton thus manufactures and sells a
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`commercial embodiment of the Peloton Patents, including the Peloton Bike with a subscription
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`to Peloton classes.
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`V.
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`Flywheel’s Notice of the Peloton Patents
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`46.
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`In May 2017, Flywheel issued a press release stating that it would release a
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`product similar to the Peloton Bike, called the FLY Anywhere bike. With its FLY Anywhere
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`bike, Flywheel infringes the Peloton Patents by, among other things, displaying live and archived
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`cycling class content to remote riders, tracking a remote rider’s performance, and comparing that
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`remote rider’s performance against the performance of other remote riders. Flywheel markets
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`the FLY Anywhere bike by informing riders that they can “bring [Flywheel’s] epic in-studio
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`experience, right to your place.” In the following months, Flywheel continued to advertise its
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`impending launch of the FLY Anywhere bike in the fall of 2017.
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`Above: Images of the FLY Anywhere bike and its copycat leaderboard.
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`47.
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`On October 24, 2017, Peloton sent a letter to Flywheel’s Chief Executive Officer
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`and Executive Chairman, informing him of, among other things, the ’085 and ’276 Patents, as
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`well as Peloton’s belief that the soon-to-be-released FLY Anywhere bike would infringe
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`Peloton’s patents and published patent application. Flywheel thus had actual notice of the ’085
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`and ’276 Patents no later than October 24, 2017. Despite Peloton’s notice letter, Flywheel
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`launched the FLY Anywhere bike in mid-November 2017.
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`VI.
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`Flywheel’s Willful Infringement
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`48. While Peloton was investing in and developing its at-home cycling experience,
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`Flywheel was growing its in-studio cycling business.
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`49.
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`Flywheel is a boutique fitness brand with 43 studios across the country. From
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`Flywheel’s inception until late 2017, Flywheel offered only in-person studio cycling classes,
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`with bikes laid out in a stadium format. Classes are taught by live instructors. Riders can view
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`various performance metrics and compete against each other in real time in a group setting.
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`50. While companies like Flywheel provided an exciting and competitive in-studio
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`experience, Peloton was the only company to think beyond the studio experience—which has
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`both time and space constraints—to focus on creating the technology and product that would
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`allow the experience to be transported into the home.
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`51.
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`In 2012, as described above, Flywheel rejected the opportunity to partner with
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`Peloton to develop an at-home cycling business. By 2016, things changed. Peloton’s success
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`was impossible to ignore. Flywheel and SoulCycle, leaders in the popular studio-based cycling
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`industry, both publicly expressed their interest in expanding into the at-home cycling market.
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`52.
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`In February 2017, three months before Flywheel announced the FLY Anywhere
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`bike, J.P. Morgan held its invitation-only Alternative Investments Summit in Miami Beach for a
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`select group of extremely high net worth individuals, including numerous billionaires and
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`veteran investor Michael Milken. J.P. Morgan invited business leaders, including Foley, as the
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`founder and CEO of Peloton, to present to the potential investors about the opportunity to invest
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`in their companies. At the Summit, Foley pitched to a group of more than one hundred potential
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`investors about an investment opportunity in Peloton.
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`53.
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`After the group presentation, a series of eight 20-minute exclusive time slots were
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`reserved for the most interested potential investors to meet one-on-one with Foley. These one-
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`on-one meetings were offered so that the most interested investors could ask specific questions
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`and learn further details about Peloton that were not addressed in the more public group
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`presentation, for the purpose of making a final decision on whether to invest in Peloton.
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`54. Milken posed as an interested investor in Peloton and sought one of these
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`exclusive slots to speak with Foley. Ultimately, Milken ended up taking two of the eight 20-
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`minute time slots—a quarter of Foley’s valuable face-to-face fundraising time with extremely
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`qualified and interested investors—during which Milken held himself out to Foley as an
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`interested, potential investor in Peloton and pushed for information on topics including Peloton’s
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`future business plans and strategy, and how or whether Peloton could protect its intellectual
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`property and exclude others from the at-home cycling business. Foley answered these questions
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`truthfully, and Milken understood that information provided to him in the one-on-one session
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`was intended solely for the purpose of determining whether to invest in Peloton.
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`55.
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`At no time before, during or after the meeting did Milken disclose that he had any
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`financial interest whatsoever in Flywheel. Yet approximately one month later, Foley confirmed
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`that Milken was actually one of the largest investors in Flywheel.
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`56.
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`On information and belief, Milken knew that Flywheel was developing a
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`competitor to the Peloton Bike and intentionally chose not to disclose this serious conflict of
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`interest to J.P. Morgan, Foley, or anyone associated with Peloton. Milken’s purpose was to
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`acquire information that could help Flywheel, in which he was heavily invested.
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`57.
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`On May 17, 2017, three months after Milken met with Foley, Flywheel publicly
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`announced the development of an at-home bike that would directly compete with Peloton.
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`58.
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`In or around November 2017, Flywheel began making, using, selling, and
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`offering for sale the FLY Anywhere bike, which infringes the Peloton Patents. The FLY
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`Anywhere bike, like the Peloton Bike, allows riders to access live and archived cycling classes
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`from the comfort of home, including tracking, synchronizing, and comparing performance
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`metrics of the at-home rider and other riders.
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`59.
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`Flywheel markets the bike by informing riders that they can “bring [Flywheel’s]
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`epic in-studio experience, right to your place.”
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`60.
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`Flywheel actively markets and sells the FLY Anywhere bike to customers across
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`the United States, including in the Eastern District of Texas.
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`61.
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`The FLY Anywhere bike is also available for purchase on Flywheel’s website.
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`Flywheel offers to ship the FLY Anywhere bike to any location in the continental United States.
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`62.
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`The FLY Anywhere bike employs each and every step of the methods claimed in
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`one or more claims of the ’085 Patent.
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`63.
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`The FLY Anywhere bike employs each and every step of the methods claimed in
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`one or more claims of the ’276 Patent.
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`COUNT I
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`(Infringement of the ’085 Patent)
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`64.
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`Peloton incorporates by reference paragraphs 1-63 and Exhibits 1-2 attached
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`hereto.
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`65.
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`Peloton is the owner of all rights, title, and interest in the ’085 Patent. The ’085
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`Patent issued on November 3, 2015.
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`66.
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`67.
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`The ’085 Patent is valid and enforceable.
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`In violation of 35 U.S.C. § 271(a), Defendant Flywheel makes, uses, offers to sell,
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`and sells the FLY Anywhere bike and thereby directly infringes the ’085 Patent. The FLY
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`Anywhere bike employs every step of the methods claimed in one or more claims of the ’085
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`Patent. Flywheel thereby directly infringes one or more claims of the ’085 Patent.
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`68.
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`In violation of 35 U.S.C. § 271(b), Defendant Flywheel advertises to, sells to,
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`encourages, and instructs third parties, including Flywheel customers, to practice every step of
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`the methods claimed in the ’085 Patent. Flywheel thereby induces infringement of one or more
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`claims of the ’085 Patent, by having the specific intent to induce its customers to infringe the
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`’085 Patent, despite knowledge th