Wandel v. Boyer et al, No. 3:2008cv03543 - Document 50 (N.D. Cal. 2009)

Court Description: ORDER GRANTING (49 in 3:08-cv-03543-JSW) (36 in 3:08-cv-03720-JSW) (30 in 3:08-cv-03753-JSW) Stipulation of Voluntary Dismissal. Signed by Judge Jeffrey S. White on 7/16/09. (jjo, COURT STAFF) (Filed on 7/16/2009) Modified on 7/16/2009 (jjo, COURT STAFF).

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___________ ___ Wandel v. Boyer et al Doc. 50 Case3:08-cv-03543-JSW Document49 I 3 6 8 Filed07/15/09 Page1 of 18 FRANCIS M, GREGOREK (144785) gregorek@whafh.com BETSY C. MANIFOLD (182450) manifold@whath.com RACHELE R. RICKERT (190634) rickert@whath.com WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP Symphony Towers 750 B Street, Suite 2770 San Diego, CA 92101 Telephone: 619/239-4599 Facsimile: 619/234-4599 Attorneys for Plaintiff Arnold Wandel [Additional Counsel Appear on Signature Linel 10 UNITED STATES DISTRICT COURT 11 NORTHERN DISTRICT OF CALIFORNIA 12 SAN FRANCISCO DIVISION 13 14 ARNOLD WANDEL, et al., Plaintiff, 15 16 17 V. HERBERT W. BOYER, Ph.D., et al.. Defendants. 18 19 JOHN P. McCARTHY PROFIT SHARING PLAN, et al,, ERNEST GOTTDIENER, et al. Plaintiff, ) ) CASE NO.: CV 08-3753 (SC) ) STIPULATION AND jPROPOSEDJ ORDER OF VOLUNTARY DISMISSAL OF ACTIONS ) CRTRM: JUDGE: Plaintiff, V. GENENTECH. INC., et al. Defendants. 24 28 ) ) ) CASE NO.: CV 08-3720 (SC) 21 27 CASE NO.: C 08-03 543 SC ) ) ) ) ) ) ) ) ) ) ) ) 20 23 ) ) ) ) ) v. ARTI-IUR D. LEVINSON, Ph.D, et al. Defendants. ) ) ) ) 11, 19th Floor Hon. Jeffrey S. White STIP AND [PROPOSED] ORDER OF VOLUNTARY DISMISSAL OF ACTIONS Case No. C 08-03543 SC Dockets.Justia.com Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page2 of 18 \Vl-IEREAS. the parties in these actions (the “California Federal Actions”), through their 2 counsel of record, reached an agreement along with the parties in the Delaware Action, in re 3 Geneniech inc. Shareholder Litig., Consolidated Civil Action No. 391 1-VCS (Del. Ch. Ct.), to 4 settle their claims, which agreement was subject to final approval by the Court of Chancery in the 5 Delaware Action: 6 WHEREAS. on March 31. 2009, the Delaware Court of Chancery entered an order, which. 7 among other things: (I) preliminarily certified the class for settlement purposes only: (2) stayed all 8 litigations pending final approval of the settlement; and (3) scheduled a final settlement hearing to 9 he held on July 9, 2009. at 10:00 a.m. EST and provided a method for notice of the proposed 10 settlement and final settlement hearing to class members: 11 Wl-IEREAS. on April 3, 2009, the parties in these California Federal Actions jointly 12 moved for a stay of’ proceedings pending final approval of the proposed settlement in the Delaware 13 Action; 14 WHEREAS, on April 6, 2009, the Court granted the parties’ joint motion for a stay of 15 proceedings pending final approval of the Delaware Action [DKT Nos. 46 (“Wander’), 35 16 (iJcCar!hi’) and 29 (Goi/diener”): 17 WI IEREAS. on July 9, 2009, a final settlement hearing was held, and, following that 18 hearing, the I)elaware Court of Chancery entered an Order and Final Judgment, which, among 19 other things certified a class for settlement purposes, finally approved the settlement as fair, 20 reasonable, adequate, and in the best interests of the class, and approved the application of co-lead 21 counsel for an award of attorneys’ fees and expenses; 22 23 24 25 WHEREAS, a true and correct copy of the ORDER AND FINAL JUDGMENT entered on July 9. 2009 in the [)elaware Court of Chancery is attached hereto as Exhibit A: and WHEREAS, now that the settlement has been finally approved in the I)elaware Action, the parties agree that dismissal with prejudice of these California Federal Actions is appropriate. 26 IT IS HEREBY STIPULATED AND AGREED by and through the parties’ respective 27 counsel, that this action shall be terminated and dismissed under the following terms and 28 conditions: STIP AND [PROPOSEDJ ORDER OF VOLUNTARY DISMISSAL OF ACTIONS Case No. C 08-03543 SC Case3:08-cv-03543-JSW Document49 I. Filed07/15/09 Page3 of 18 The parties agree to dismiss plaintiffs’ claims with prejudice pursuant to Fed. R. 2 Civ.P.4l(a)(l); 3 2. No party shall seek reimbursement from any other party of any tees, costs, 4 expenses or damages in connection with the filing. prosecution. defense or dismissal of this action 5 or the events that are the subject of these California Federal Actions other than as set forth in the 6 I)elaware ORI)ER ANI) FINAL JUDGMENT attached hereto as Exhibit A 7 3. The Delaware ORI)ER AND FINAL JUDGMENT operates as a full, mutual and 8 complete release of any and all claims that the parties may have against one another arising from 9 the filing, prosecution, defense or dismissal of these California Federal Actions; 10 4. The parties represent that the defendants have not made or promised any payment. 11 direct or indirect, to the plaintiff or his counsel in consideration of the dismissal of these California 12 Federal Actions other than as set forth in the Delaware ORDER AND FINAL JUDGMENT 13 attached hereto as Exhibit A; 14 5. This Stipulation and [Proposedi Order Regarding Voluntary Dismissal of Actions 15 (the ‘Stipulation’) does not constitute or imply any admission or confession by any party 16 regarding the basis Ihr plaintiffs’ allegations in these California Federal Actions or the merits of 17 any claim or defense raised herein: and 18 19 20 21 -- 6. This Stipulation reflects the terms of dismissal of these California Federal Actions. The Court shall retain jurisdiction for the purposes of enforcing the terms of this Stipulation. IT IS SO STIPULATED. I)ATE[). July 15, 2009 WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP FRANCIS M. GREGOREK BETSY C. MANIFOLD RACI-TELE R. RICKERT 24 E.TSI OLD 27 28 750 B Street, Suite 2770 San Diego. CA 92101 Telephone: 619/239-4599 Facsimile: 619/234-4599 SliP AND [PROPOSEDj ORDER OF VOLUNTARY DISMISSAL OF ACTIONS Case No. C 08-03543 SC -2- Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page4 of 18 LAW OFFICES OF MARC S. HENZEL MARC S. HENZEL 273 Montgomery Avenue, Suite 202 Bala Cynwyd, PA 19004 Telephone: 610/660-8000 Facsimile: 610/660-8080 1 2 3 Attorneys for Plaintiff Arnold Wandel DATED: July 15, 2009 6 7 8 SPECTOR, ROSEMAN KODROFF &WTLLIS,P.C. ROBERT M. ROSEMAN JAY COHEN ANDREW ABRAMOWITZ RACHEL E, KOPP 9 10 ANDREW 11 AB MOWITZ 1818 Market Street, Suite 2500 Philadelphia, PA 19103 Telephone: 215/496-0300 Facsimile: 215/496-6611 12 13 14 and 15 LEVY, RAM & OLSON MICHAEL F. RAM 639 Front Street, 4th Floor San Francisco, CA 94111 Telephone: 415/433-4949 Facsimile: 415/433-7311 17 18 Attorneys for Plaintiffs John P. McCarthy Profit Sharing Plan, Class Members, and all others similarly situated 19 20 21 22 DATED: July 15, 2009 BULL & LIFSHITZ, LLP PETER D. BULL JOSHUA M. LIFSHITZ 23 JOSHUA M. LTFSHITZ 24 25 26 18 East 41st Street New York, NY 10017 Telephone: 212/213-6222 Facsimile: 212/213-9405 27 and 28 STIP AND [PROPOSED] ORDER OF VOLUTARY DISMISSAL OF ACTIONS Case No. C 08-03 543 SC -3- Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page5 of 18 LAW OFFICES OF MARC S. HENZEL MARC S. HENZEL 273 Montgomery Avenue, Suite 202 Bala Cynwyd, PA 19004 Telephone: 610/660-8000 Facsimile: 610/660-8080 2 3 Attorneys for Plaintiff Arnold Wandel DATED: July 15, 2009 6 7 8 SPECTOR, ROSEMAN KODROFF &WILLIS,P.C. ROBERT M. ROSEMAN JAY COHEN ANDREW ABRAMOWITZ RACHEL E. KOPP 9 10 ANDREW D. ABRAMOWITZ 11 13 1818 Market Street, Suite 2500 Philadelphia, PA 19103 Telephone: 215/496-0300 Facsimile: 215/496-6611 14 and 15 LEVY, RAM & OLSON MICHAEL F. RAM 639 Front Street, 4th Floor San Francisco, CA 94111 Telephone: 415/433-4949 Facsimile: 415/433-7311 12 16 17 18 Attorneys for Plaintiffs John P. McCarthy Profit Sharing Plan, Class Members, and all others similarly situated 19 20 21 22 25 26 27 28 DATED: July 15, 2009 BULL & LIFSHITZ, LLP PETER D. BULL JOSHUA M. LIFSHITZ 18 East 41st Street New York, NY 10017 Telephone: 212/213-6222 Facsimile: 212/213-9405 and STIP AND [PROPOSED] ORDER OF VOLUNTARY DISMISSAL OF ACTIONS -- Case No. C 08-03543 SC -3- ___________ _____ ___________ __________ ___________ ________ _____ Case3:08-cv-03543-JSW Document49 I Filed07/15/09 Page6 of 18 KAPLAN, FOX & }ULSHEIMER, LLP LAURENCE D. KiNG 350 Sansome Street, Suite 400 San Francisco, CA 94104 Telephone: 415/772-4700 Facsimile: 415/772-4707 2 3 Attorneys for Plaintiff Ernest Gottdiener DATED: July 15, 2009 6 WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION IGNACIO E. SALCEDA 8 l’GNACIO E. SALCEDA 9 650 Page Mill Road Palo Alto, CA 94304-1050 Telephone: 650/493-9300 Facsimile: 650/565-5100 10 11 Attorneys for Defendants Genentech, Inc. and Arthur D. Levinson 12 13 14 DATED: July 15, 2009 15 LATHAM & WATKiNS LLP PAUL H. DAWES ANDREW M. FARTHING 16 ANDREW M. FARTHING 17 140 Scott Drive Menlo Park, CA 94025 Telephone: 650/328-4600 Facsimile: 650/463-2600 18 19 20 Attorneys for Special Committee Defendants Herbert W. Boyer, Ph.D., Debra L. Reed and Specially Appearing Defendant Charles A. Sanders, M.D. 1 22 23 * 24 * * ORDER 25 Plaintiffs’ Class Action Complaints are hereby dismissed in their entirety. 26 IT IS SO ORDERED. 27 DATED: 28 GENENTECH:16901.3 HON. JEFFREY S. WHITE JUDGE OF THE U.S. DISTRICT COURT STIP AND [PROPOSED] ORDER OF VOLUNTARY DISMISSAL OF ACTIONS - Case No. C 08-03543 SC -4- ___ ___________ __ ___ Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page7 of 18 KAPLAN, FOX & KILSHEIMER, LLP LAURENCE D. KING 350 Sansome Street, Suite 400 San Francisco, CA 94104 Telephone: 415/772-4700 Facsimile: 415/772-4707 Attorneys for Plaintiff Ernest Gottdicner DATED: July 15, 2009 6 WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION IGNACIO E. SALCEDA 7 8 IGNACIO E. SALCEDA 9 650 Page Miii Road Palo Alto, CA 94304-1050 Telephone: 650/493-9300 Facsimile: 650/565-5100 10 11 Attorneys for Defendants Genentech, Inc. and Arthur D. Levinson 2 13 14 DATED: July 15, 2009 15 LATHAM & WATKINS LLP PAUL H. DAWES ANDREW M.FPyyING 16 ANDREW M. FARTHING 17 140 Scott Drive Menlo Park, CA 94025 Telephone: 650/328-4600 Facsimile: 650/463-2600 18 19 20 Attorneys for Special Committee Defendants Herbert W. Boyer, Ph.D., Debra L. Reed and Specially Appearing Defendant Charles A. Sanders, M.D. 7 1 73 * 24 * * ORDER 25 Plaintiffs’ Class Action Complaints are hereby dismissed in their entirety. 26 IT IS SO ORDERED. 27 DATED: July 16, 2009 28 (ENENTIiCH:1690] .3 HON. JEFFREY S. WHITE JUDGE OF THE U.S. DISTRICT COURT STIP AND [PROPOSED] ORDER OF VOLUNTARY DISMISSAL OF ACTIONS - Case No. C 08-03543 SC -4- Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page8 of 18 \ EXHIBIT A Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page9 of 18 GRANTED EFiled: Jul 9 2009 3: Transaction ID 21 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE GENENTECH, INC. SHAREHOLDERS LITIGATION : : CONSOLIDATED CIVIL ACTION NO. 391 1-VCS ORDER AND FINAL JUDGMENT A hearing having been held before this Court (the “Court”) on July 9, 2009, pursuant to the Court’s Order of March 31, 2009 (the “Scheduling Order”), upon a Stipulation and Agreement of Compromise, Settlement, and Release, filed on March 23, 2009 (the “Stipulation”), of the above-captioned action (the “Action”) that was joined and consented to by all the parties to the Action, which Scheduling Order and Stipulation are incorporated herein by reference; it appearing that due notice of said hearing was given in accordance with the aforementioned Scheduling Order and that said notice was adequate and sufficient; and the parties having appeared by their attorneys of record; and the attorneys for the respective parties having been heard in support of the Settlement of the Action; and an opportunity to be heard having been given to all other persons desiring to be heard as provided in the notice; and the entire matter of the Settlement having been considered by the Court, IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this 9th day of July, 2009, as follows: 1. Unless otherwise defined herein, all defined terms shall have the meanings as set forth in the Stipulation. 2. The Notice of Pendency of Class Action, Proposed Class Action Determination, Proposed Settlement of Class Action, Settlement Hearing, and Right to Appear (the “Notice”) has been given to the Class (as defined therein) pursuant to and in the manner directed by the Scheduling Order; proof of the mailing of the Notice was filed with the Court; and full Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page10 of 18 opportunity to be heard has been offered to all parties, the Class, and persons in interest. The form and manner of the Notice is hereby determined to have been the best notice practicable under the circumstances and to have been given in full compliance with each of the requirements of Delaware Court of Chancery Rule 23, due process, and applicable law, and it is further determined that all members of the Class are bound by the Order and Final Judgment herein. 3. Based on the record in the Action, each of the provisions of Delaware Court of Chancery Rule 23 has been satisfied and the Action has been properly maintained according to the provisions of Delaware Court of Chancery Rules 23(a), 23(b)( 1), and 23(b)(2). Specifically, this Court finds that (a) the Class is so numerous that joinder of all members is impracticable; (b) there are questions of law and fact common to the Class; (c) the claims of Co-Lead Plaintiffs (also referred to herein as “Class Plaintiffs”) as representative plaintiffs are typical of the claims of the Class; and (d) the Class Plaintiffs and their counsel have fairly and adequately protected and represented the interests of the Class. 4. The Action is hereby finally certified as a non-opt-out class action, pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(l), and 23(b)(2), on behalf of a class consisting of all record holders and beneficial owners of Genentech common stock at any time during the period beginning on and including July 21, 2008 through and including the date of the consummation of the Merger, including any and all of their respective successors in interest, predecessors, representatives, trustees, executors, administrators, heirs, assigns, or transferees, immediate and remote, and any person or entity acting for or on behalf of or claiming under, any of them, and each of them, and excluding the Defendants, members of the immediate family of any individual Defendant, any entity in which a Defendant has or had a controlling interest, officers of Defendants and the legal representatives, agents, executors, heirs, successors, or Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page11 of 18 assigns of any such excluded person (the “Class”). Further, the Co-Lead Plaintiffs are finally certified as Class representatives. The law firms of Grant & Eiscnhofer P.A., Chimicles & Tikellis LLP, and Barroway Topaz Kessler Meltzer & Check, LLP (collectively, “Co-Lead Counsel”) are finally certified as Co-Lead Counsel. 5. The Settlement is found to be fair, reasonable, adequate, and in the best interests of the Class, and is hereby approved pursuant to Delaware Court of Chancery Rule 23(e). The parties to the Stipulation are hereby authorized and directed to comply with and to consummate the Settlement in accordance with its terms and provisions, and the Register in Chancery is directed to enter and docket this Order and Final Judgment. 6. This Court has jurisdiction over the subject matter of the Action, including all matters necessary to effectuate the Settlement and this Final Judgment and over all parties to the Action. 7. The Action and the claims asserted therein arc hereby dismissed on the merits with prejudice as to all Defendants and against all members of the Class on the merits and, except as provided in the Stipulation, without fees or costs (except as provided below in paragraph 13). 8. Any and all claims, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, fees, expenses, costs, matters, and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, material or immaterial, matured or unmatured, that have been, could have been, or in the future can or might be asserted in this Action or in any court, tribunal, or proceeding (including, but not limited to, any claims arising under federal or state law, statutory or common law, relating to alleged fraud, breach of any duty, negligence, Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page12 of 18 violations of state or federal securities laws or otherwise) by or on behalf of any member of the Class, whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity, which have arisen, could have arisen, arise now or hereafter arise out of, or relate in any manner to the allegations, facts, events, transactions, matters, acts, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing, or cause whatsoever, or any series thereof embraced, involved in, set forth in, or referred to or otherwise related, directly or indirectly, in any way to, this Action or the California Actions, or the subject matter of this Action or the California Actions, and including without limitation any claims (whether or not asserted) in any way related to the entry into the Affiliation Agreement, the July Proposal, the Tender Offer, the Merger, the Merger Agreement, transactions related to the Merger or Merger Agreement, the Merger consideration, the negotiations preceding the Merger and Merger Agreement, the adequacy and completeness of disclosures made in connection with the Merger, Merger Agreement, transactions related to the Merger or Merger Agreement, andlor Merger consideration (including, but not limited to, public statements and SEC filings), and any alleged breaches of the fiduciary duties of the Defendants, or the aiding and abetting thereof (collectively, the “Released Claims”), against each and all of the Defendants and their respective relatives or family members, parent entities, associates, affiliates, subsidiaries, or trusts, and each and all of their respective past, present, or future officers, directors, record or beneficial stockholders, agents, representatives, employees, attorneys, advisors (including financial or investment advisors), consultants, accountants, law firms, investment bankers, commercial bankers, trustees, insurers, co-insurers and reinsurers, heirs, executors, general or limited partners or partnerships, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors, and assigns (collectively, the Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page13 of 18 “Released Persons”), shall be individually and collectively, completely, fully, finally, and forever released, relinquished, and discharged; provided however, that the Released Claims shall not be construed to limit the right of the Class Plaintiffs or any members of the Class to enforce the terms of this Stipulation or any properly perfected claims for appraisal in connection with the Merger. 9. Defendants and their counsel, individually and collectively, shall and hereby do completely, fully, finally, and forever release, relinquish, and discharge Plaintiffs and their counsel from any and all of the Released Claims. 10. The releases extend to claims that the parties granting the release (the “Releasing Parties”) do not know or suspect to exist at the time of the release, which if known, might have affected the Releasing Parties’ decision to enter into the release or whether or how to object to the Court’s approval of the Settlement or to attempt to exclude themselves from the Class. The Class Plaintiffs and each member of the Class shall be deemed to waive any and all provisions, rights, and benefits conferred by any law of the United States or any state or territory of the United States, or principle of common law or foreign law, which may have the effect of limiting the release set forth above. In particular, the Class Plaintiffs, and each member of the Class, shall be deemed to have relinquished to the full extent permitted by law the provisions, rights, and benefits of section 1542 of the California Civil Code, which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. In addition, the Class Plaintiffs, and each member of the Class, shall be deemed to waive any and all provisions, rights, and benefits conferred by any law of any state or territory of the United Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page14 of 18 States or elsewhere which is similar, comparable, or equivalent to California Civil Code section 1542. The Class Plaintiffs, and each member of the Class, are deemed to have settled and released fully, finally, and forever any and all claims released hereby, known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts. 11. The Class Plaintiffs, Co-Lead Counsel, and all members of the Class, and each of them, and any of their respective representatives, trustees, successors, heirs, and assigns are hereby permanently barred and enjoined from asserting, commencing, prosecuting, assisting, instigating, continuing, or in any way participating in the commencement or prosecution of any action, whether directly, representatively, derivatively, or in any other capacity, asserting any claims that are, or relate in any way to, the Released Claims that are released pursuant to this Order and Final Judgment or under the Stipulation. 12. Neither the Stipulation, the Settlement, this Final Judgment, nor any act performed or document executed pursuant to or in furtherance of the Stipulation or the Settlement (a) is or may be deemed to be or may be used as an admission of, or evidence of the validity or lack of validity of any Released Claims or any wrongdoing or liability of Defendants; (b) is or may be deemed to or may be used as an admission of, or evidence of, any fault or omission of any of the parties in any civil, criminal, or administrative proceeding in any court, administrative agency, or other tribunal; or (c) is or may be alleged or mentioned so as to contravene clause (a) above in any litigation or other action unrelated to the enforcement of the Stipulation. Notwithstanding the foregoing, any of the Released Persons may file the Stipulation or any judgment or order of the Court related hereto, in the California Actions, or any other action that may be brought against them, in order to support any and all defenses or Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page15 of 18 counterclaims based on res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue preclusion, or similar defense or counterclaim. 13. Co-Lead Counsel is hereby awarded attorneys’ fees and expenses in the amount of $24,500,000.00, which sum the Court finds to be fair and reasonable and which shall be paid to Co-Lead Counsel in accordance with the terms of the Stipulation. 14. The effectiveness of the Order and Final Judgment and the obligations of the Class Plaintiffs, Co-Lead Counsel, the Class, and the Defendants under the Settlement shall not be conditioned upon or subject to the resolution of any appeal that relates solely to the issue of Co-Lead Counsel’s application for an award of attorneys’ fees and expenses. 15. Without affecting the finality of this Order and Final Judgment in any way, this Court reserves jurisdiction over all matters relating to the administration and consummation of the Settlement. The Honorable Leo E. Strine, Jr. Vice Chancellor Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page16 of 18 This docurnern c nsfltute a rnhng of the court and hmild be ueated ac cuch. Court: DE Court of Chancery Civil Action Judge: Leo E Strine File & Serve Transaction ID: 26032685 Current Date: Jul 09, 2009 Case Number: 3911-VCS Case Name: Court Authorizer: CLOSED 7/9/2009 CONF ORDER CONS W/3912 3915 3922 3924 3927 3929 3947 3956-VCS In re: Genentech Inc Shareholder Litigation Leo E Strine Is! Judge Leo E Strine Case3:08-cv-03543-JSW Document49 Filed07/15/09 Page17 of 18 DECLARATION OF SERVICE 2 1. Marta Stasik, the undersigned, declare: 3 1 4 That declarant is and was, at all times herein mentioned, a citizen of the United States and a resident of the County of San Diego, over the age of 1 8 years, and not a party to or interested in the within action; that declarants business address is 750 B Street, Suite 2770, San 6 7 8 9 10 11 12 I)icgo, California 92101. 2. That on July 1 5. 2009, dec larant served: STIPULATION AND EPROPOSEDI ORDER OF VOLUNTARY I)ISMISSAL OF ACTIONS via CM/EQF and electronic mail to the parties listed on the attached service list. I declare under penalty of perjury that the foregoing is true and correct, Executed this 15th day of July 2009, at San Diego, California. 13 14 15 16 17 18 19 20 2] 22 23 24 25 26 27 28 SFIP ANI) [PROPOSED] ORDER OF VOLUNTARY DISMISSAL OF ACTIONS Case No. C 08-03543 SC -5- Case3:08-cv-03543-JSW Document49 GENENTECH, INC. FEDERAL ACTION Service List March 3, 2009 Page 1 Filed07/15/09 Page18 of 18 — COUNSEL FOR PLAINTIFF Peter D. Bull Joshua M. Lifshitz BULL & LIFSHITZ, LLP 18 East 41st Street New York, NY 10017 212/213-6222 212/213-9405 (fax) Francis M. Gregorek Betsy C. Manifold WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP 750 B Street, Suite 2770 San Diego, CA 92101 619/239-4599 619/234-4599 (fax) * Attorneys for Plaintiff Ernest Gottdiener Marc S. Henzel LAW OFFICES OF MARC S. HENZEL 273 Montgomery Avenue. Suite 202 Bala Cynwyd, PA 19004 61 0/660-8000 610/660-8080 (fax) rnhenzeIhenzellaw.com COUNSEL FOR DEFENDANTS Ignacio Salceda WILSON SONSINI GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 650/493-9300 650/565-5100 (fax) isa1cedawsgr.com Attorneys for Arnold Wandel * Robert M. Roseman Jay Cohen Andrew Abramowitz Rachel E. Kopp SPECTOR, ROSEMAN KODROFF & WiLLIS. P.C. 1818 Market Street, Suite 2500 Philadelphia, PA 19103 215/496-0300 215/496-6611 (fax) cohen@srk-l aw.com Attorneys for Defendants Genentech, Inc. and Arthur D. Levinson * Michael F. Ram LEVY, RAM & OLSON 639 Front Street, 4th Floor San Francisco, CA 94111 415/433-4949 415/433-7311 (fax) mfrtillrolaw.com Attorneys for Plaintiffs John P. McCarthy Profit Sharing Plan * Laurence D. King KAPLAN. FOX & KILSHEIMER, LLP 350 Sansorne Street, Suite 400 San Francisco, CA 94104 415/772-4700 415/772-4707 (fax) lking1kaplanfox .com Attorneys for Plaintiff Ernest Gottdiener Paul H. Dawes Andrew M. Farthing LATHAM & WATKINS LLP 140 Scott Drive Menlo Park, CA 94025 650/328-4600 650/463-2600 (fax) Attorneys for Special Committee Defendants Herbert W. Boyer, Ph.D., Debra L. Reed and Specially Appearing Defendant Charles A. Sanders, M.D. * Neal A. Potischman DAVIS POLK & WARDWELL 1600 El Camino Read Menlo Park, CA 94025 650/752-2000 650/752-21 11 (fax) Attorneys for Defendant Roche Holdings, Inc. * Electronic Mail

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