Parrish et al v. National Football League Players Incorporated

Filing 585

Declaration of Ronald S. Katz in Support of 584 MOTION for Attorney Fees --Class Counsel's Application for Preliminary and Final Determination of Costs, Fees, Expenses, and an Incentive Payment for Class Representative, Herbert Adderley, as well as Determination of Form of Class Notice and filed byHerbert Anthony Adderley. (Attachments: # 1 Exhibit A, # 2 Exhibit B, # 3 Exhibit C, # 4 Exhibit D, # 5 Exhibit E)(Related document(s) 584 ) (Katz, Ronald) (Filed on 11/26/2008)

Parrish et al v. National Football League Players Incorporated

Doc. 585

1 2 3 4 5 6 7 8 9 10 11 12 13

MANATT, PHELPS & PHILLIPS, LLP RONALD S. KATZ (Bar No. CA 085713) E-mail: [e-mail] RYAN S. HILBERT (California Bar No. 210549) E-mail: [e-mail] NOEL S. COHEN (California Bar No. 219645) E-mail: [e-mail] 1001 Page Mill Road, Building 2 Palo Alto, CA 94304-1006 Telephone: [phone] Facsimile: [phone] MCKOOL SMITH, P.C. LEWIS T. LECLAIR (Bar No. CA 077136) E-mail: [e-mail] JILL ADLER NAYLOR (Bar No. CA 150783) E-mail: [e-mail] 300 Crescent Court Dallas, TX 75201 Telephone: [phone] Facsimile: [phone] Attorneys for Plaintiffs

UNITED STATES DISTRICT COURT 14 NORTHERN DISTRICT 15 SAN FRANCISCO DIVISION 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

HERBERT ANTHONY ADDERLEY, on behalf of himself and all others similarly situated, Plaintiffs, vs. NATIONAL FOOTBALL LEAGUE PLAYERS ASSOCIATION, a Virginia corporation, and NATIONAL FOOTBALL LEAGUE PLAYERS INCORPORATED d/b/a PLAYERS INC, a Virginia corporation, Defendants.

CIVIL ACTION NO. C07 0943 WHA

DECLARATION OF RONALD S. KATZ IN SUPPORT OF CLASS COUNSELS' APPLICATION FOR FEES, EXPENSES, AND AN INCENTIVE PAYMENT FOR CLASS REPRESENTATIVE, HERBERT ADDERLEY

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

Dockets.Justia.com

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

I, Ronald S. Katz, declare as follows: 1. I am an attorney duly licensed to practice law before the Courts of the State of

California and am a counsel of record in this matter. I am a partner with the law firm of Manatt, Phelps and Phillips, LLP ("Manatt"), co-counsel of record for the Plaintiff Class in this case. I am submitting this Declaration in support of Plaintiffs' Counsels' application for an award of attorneys' fees in connection with services rendered in this action. The following declaration is based upon my personal knowledge. If called as a witness I could and would competently testify to the facts set forth herein. 2. I have been the Manatt billing attorney on this case at all times since it was filed

on February 14, 2007. Even though Manatt did not send any bills in this case, I have reviewed all of the detailed billing records prepared by Manatt in connection with this matter and have applied billing judgment. The billing records prepared in connection with this case were generated from Manatt's timekeeping systems and are maintained in the ordinary course of business. Timekeepers at Manatt record their time contemporaneously. Time is recorded and billed in 1/10 of an hour increments. 3. Although the case has evolved through the filing of four separate complaints and

three motions to dismiss, all of that work was appropriate and necessary to develop this difficult case to the point that it could be successfully tried and won. I have therefore not written off time for the GLA class that might be related to one or more of the theories of the case that were not ultimately pursued at trial (putting aside write-offs on the classes that were not certified, as explained in paragraphs 250 and 258 below). However, even if such time were to be determined not to be appropriately considered on a lodestar basis, the time actually and reasonably incurred by Manatt on this matter would fully support the percentage of recovery sought in this fee application. 4. Plaintiffs' Counsel devoted thousands of hours of attorney and paralegal time in

connection with this matter, and incurred significant costs and expenses. This was a very difficult case where we faced tenacious and aggressive defense counsel. Defendants' counsel fought us hard at every stage in the proceeding. Had Plaintiffs' counsel not prevailed in this matter, they 2
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

would not have been able to recover the millions of dollars they incurred in legal fees or the hundreds of thousands of dollars they incurred as costs and expenses. Calculation of the Lodestar 5. The lodestar in this case for Manatt is $3,762,245.70.1 This includes a ten percent

discount to account for my best estimate of time devoted indirectly to the classes that were not certified. See paragraph 250 below. 6. The monthly attorneys' fees incurred by Manatt during this matter are as follows:

Jan-07 Feb-07 Mar-07 Apr-07 May-07 Jun-07 Jul-07 Aug-07 Sep-07 Oct-07 Nov-07 Dec-07 Jan-08 Feb-08 Mar-08 Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 TOTAL TOTAL LESS 10%

$4,687.50 $64,466.00 $33705.00 $37,577.00 $107,636.50 $97,832.50 $121,900.00 $168,071.50 $173,840.00 $88,768.00 $55,384.50 $55,373.50 $75,602.50 $311,681.00 $283,845.00 $166,011.00 $189,331.00 $219,777.50 $334,215.00 $262,658.50 $297,414.00 $764,533.00 $265,962.50 $4,180,273.00 $3,762,245.70

Petitioners will supplement their motion to include additional time spent on post-judgment motions at the time of the hearing on this motion.

1

3

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

The standard annual hourly rates and the total billings for each timekeeper are summarized in the following chart:
Position/Years of Attorney Experience Atty ­ 36 yrs. Atty ­ 47 yrs. Atty ­ 20 yrs. Atty ­ 8 yrs. Atty ­ 7 yrs. Atty ­ 16 yrs. Atty ­ 18 yrs. Atty ­ 13 yrs. Sr. Paralegal Paralegal Paralegal Paralegal 2007 Hours 404.4 2.3 703.7 265.5 .8 638.1 42.9 55.8 11 2007 Rate $690 $785 $650 $460 $435 $570 $415 $520 $265 $175 $255 N/A 2008 Hours 830.1 390.5 483.6 1604 436.7 125.9 231.6 769.8 775.4 171.2 67.6 151.7 2008 Rate $700 $850 $700 $505 $485 $580 $440 $550 $280 $210 $270 $185 Total Billing $860106 $333730.50 $338520 $1133722 $327292 $73478 $366715.50 $423390 $228480.50 $45717 $21057 $28064.50 $4,180,273.00 $3,762,245.70

Timekeeper R. Katz P. Parcher C. Hummel R. Hilbert N. Cohen B. Shatz A. Fiero L. Franco D. Wishon K. Hunt K. Sloane D. Crim TOTAL TOTAL LESS 10%

7.

The experience and qualifications of each Manatt timekeeper is summarized below

in paragraphs 8 through 19. The work done by Manatt and the hours billed by each timekeeper on a monthly basis are summarized in paragraphs 31 through 249 below. 8. I am the head of the litigation group in the Palo Alto office. I am a Rhodes

Scholar and 1972 Harvard Law Graduate. I specialize in complex commercial dispute resolution with an emphasis on intellectual property, antitrust and technology matters. During my career, I have been involved in high-profile and novel cases for major clients both internationally and in Northern California. For example, in Coscarart v. Major League Baseball, I represented

approximately 400 retired Major League Baseball Players and won a jury verdict in the California Superior Court for the County of Alameda. I have had numerous articles published, I speak at seminars once or twice a year on average, and I teach at Stanford and Santa Clara Law Schools. I have been the lead counsel in this case since its inception. I have been involved in nearly every aspect of this case, from discovery to motion practice to pre-trial matters. I took or defended many of the depositions in this case. I was also involved in the trial and was responsible for preparing and conducting the direct examination of our client, Herb Adderley, as well as for preparing and conducting the cross-examination of certain of Defendants' witnesses. I also 4
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

conducted the punitive damages phase of the trial on behalf of Plaintiffs. 9. Peter Parcher is a special senior partner in Manatt's New York office. He is a

nationally renowned trial lawyer, and is a Fellow of the American College of Trial Lawyers and the International Academy of Trial Lawyers, two of the most prestigious organizations of trial lawyers. In addition, Mr. Parcher has been the subject of feature articles in a number of

publications, including Forbes, The Wall Street Journal and The American Lawyer. Before joining Manatt, Mr. Parcher was the founding partner of Parcher, Hayes & Snyder, one of the nation's leading litigation firms. Mr. Parcher has been frequently identified as one of the best lawyers in the country. Mr. Parcher was the lead trial counsel in this case and conducted both the opening and closing statements. He also cross-examined one of Defendants' key witnesses, Doug Allen. 10. Chad Hummel is a partner in Manatt's Los Angeles Office. He is Chair of

Manatt's Litigation Division, and is a member of Manatt's Board of Directors and Executive Committee. Mr. Hummel represents clients in all phases of complex civil litigation, criminal prosecutions, and government investigations. He has also advised numerous companies in

structuring and implementing corporate compliance programs which comply with SarbanesOxley and the Federal Sentencing Guidelines for Organizational defendants. Mr. Hummel was heavily involved in pre-trial preparation and in the trial in this matter. Among other things, Mr. Hummel prepared several of Plaintiffs' witnesses for trial, including Plaintiffs' experts. He also prepared for and conducted the cross-examination of certain of Defendants' witnesses at trial, including Defendants' experts and Joel Linzner from Electronic Arts. 11. Laura Franco is a partner in Manatt's Palo Alto Office. Her practice specializes in

representing technology-based, financial services and other clients in federal and state court litigation and in ADR proceedings, including defense of patent and trademark infringement claims and prosecution and defense of business tort disputes. Ms. Franco performed work in connection with several motions in this matter, including Defendants' motions to dismiss, Plaintiffs' motion for class certification and Defendants' motion for summary judgment. Ms. Franco was also involved in pre-trial matters. 5
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

12.

Benjamin G. Shatz is counsel in Manatt's Los Angeles Office.

Mr. Shatz is a

member of Manatt's appellate group. He has briefed more than a hundred civil appeals, writs and petitions to the U.S. Supreme Court, U.S. Courts of Appeals, California Supreme Court and California Courts of Appeal, covering areas of law including entertainment, copyright, trademark, employment, land use, banking, insurance, product liability, professional liability, wrongful death, punitive damages, class actions, anti-SLAPP and unfair competition. Mr. Shatz worked on the appellate-related aspects of this case, including Defendants' request to the Ninth Circuit to appeal the Court's order granting certification. 13. Ryan Hilbert is an associate in Manatt's Palo Alto Office. His practice focuses on

litigation and counseling in the areas of sports law, trademark and unfair competition, copyright, and other intellectual property and commercial matters. Mr. Hilbert has been involved in this case since its inception. He worked on numerous discovery-related issues as well as in

connection with several motions in this matter, including Defendants' motions to dismiss, Plaintiffs' motion for class certification and Defendants' motion for summary judgment. Mr. Hilbert was also involved in pre-trial matters and participated in the trial itself. 14. Noel Cohen is an associate in Manatt's Los Angeles Office. Mr. Cohen also has

been involved in this case since its inception. He worked on numerous discovery-related issues as well as in connection with several motions in this matter, including the motions to dismiss, the sanctions motion, the motion to seek leave to amend, the class certification motion and the motion for summary judgment. He helped to defend Mr. Adderley at his deposition and to prepare him for his trial testimony. Mr. Cohen also participated in the trial in this matter. 15. Anne Fiero is a contract attorney with Manatt. She is a graduate of Duke

University and of University of Chicago Law School. Ms. Fiero performed work in connection with several motions in this matter, including Defendants' motions to dismiss, the motion for sanctions, the motion to seek leave to amend, and the class certification motion. 16. Donna Wishon is a senior paralegal with over 16 years of experience in litigation,

including the last 4 at Manatt. She has a paralegal certificate from Canada College, having graduated with honors. She was the lead paralegal for Manatt on this case. Her responsibilities 6
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

included, but were not limited to: overseeing document productions; communicating and coordinating with counsel regarding materials for use in hearings before the Court and at depositions; overseeing the document database; and compiling and organizing trial exhibits, deposition transcripts, and witness notebooks for use at trial. 17. Keysha Hunt is a paralegal with over 8 years of experience in litigation, including She was previously in Manatt's Palo Alto Office but now works in

the last 2.5 at Manatt.

Manatt's San Francisco Office. Her responsibilities included, but were not limited to: overseeing document productions; communicating and coordinating with counsel regarding materials for use in hearings before the Court and at depositions; and assisting in the set-up and maintenance of the document database. 18. Karen Sloane is a paralegal in Manatt's Los Angeles office. She assisted Los

Angeles-based counsel with document productions and other discovery issues. 19. Daniel Crim is a junior paralegal in Manatt's Palo Alto office. He assisted Ms.

Wishon with overflow discovery and motion-related tasks. 20. I am familiar with each of the Manatt attorneys and paralegals who worked on this

matter. Based upon my knowledge and experience, the billing rates for the paralegals and attorneys who worked on this matter are commensurate with their years of experience and skills, and my firm is paid these rates by clients on a regular basis. 21. The lodestar amount for attorney and paralegal time billed by Manatt during the According to the declaration of Lew LeClair filed concurrently

litigation is $3,762,245.70.

herewith, the lodestar amount for attorney and paralegal time billed by Mckool Smith PC during the litigation is $3,145,052.70. The combined lodestar amount for both Mckool Smith PC and Manatt (collectively "Petitioners") at each firms' hourly rates during the litigation is $6,907,298.40. 22. Petitioners' requested fee award of 30%, or $8,430,000.00, amounts to a multiplier

of approximately 1.22 Petitioners' request for 30% of the net common fund is lower than typical contingency agreements in commercial cases of the magnitude of this case, which typically range from 33% to 40%. Manatt devotes a small portion of its legal practice to contingency litigation. 7
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

Customary fees in such contingency cases are typically a percentage of the amounts recovered, typically between 33% and 40%. 23. On behalf of the putative class, Herbert Adderley, as class representative, signed a

fee agreement with Manatt, acknowledging that his lawyers would seek a portion of any recovery for expenses and fees. See fee agreement attached hereto as Exhibit A. The class notice that was mailed to each prospective member of the class in June 2008 explained that counsel for Plaintiffs would seek a percentage of funds as attorneys' fess in the event that Plaintiffs prevailed. See class notice attached hereto as Exhibit B. In addition, Plaintiffs' counsel intend, with leave of the Court, to notify each member of the class that they intend to seek 30% of the common fund as a fee award and expenses. Plaintiffs' counsel's letter to the class will explain that each member of the class has the right to object to the fee application. 24. Plaintiffs' counsel expended significant time and resources in connection with this

matter. Had Plaintiffs' counsel not prevailed in this matter, they would not have been able to recover the millions of dollars they incurred in legal fees or the hundreds of thousands of dollars they incurred as costs and expenses. 25. This action was fraught with novel and complex issues related to liability, damages

and class certification and involved factual and legal issues that were complex and highly contested. Plaintiffs counsel vigorously litigated this dispute in the following ways: · · · · · · · · Preparation of multiple drafts of each of the four complaints in this action along with motions for leave to amend; Review of documents produced by Plaintiffs' class representative and party witnesses; Preparation of requests for production to Defendants; Preparation of requests for production to non-parties and preparation of nonparty subpoenas in connection with same; Review of Defendants' document production; Review of non-party document productions; Preparation of indexes and analysis of documents in preparation for depositions, motions and trial; Extensive consultation with experts including (i) review and organization of 8
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

thousands of pages of financial documents produced by the Defendants and their representatives; (ii) identification of additional materials to request; (iii) preparation for financial-related depositions; (iv) analysis of relevant literature; and (v) review of the expert reports submitted on behalf of Defendants; · · · · · · Numerous interviews of class members; Identification of witnesses to be deposed; Depositions, including those of the named Defendants, their current and former employees and non-parties; Defending depositions of class witnesses and experts; Legal research under California Law, Virginia Law and the District of Columbia law; Preparation of numerous motions and responses to motions including, but not limited to: (i) Opposition to Motion for Sanctions, filed April 4, 2007 (Dkt. No. 60-62); (ii) Opposition to Motion for Judgment on the Pleadings, filed April 4, 2007 (Dkt. No. 55-56); (iii) Opposition to Motion to Change Venue, filed April 4, 2007 (Dkt. No. 57-59); (iv) Opposition to Motion to Dismiss Second Amended Complaint, filed July 6, 2007 (Dkt. No. 110-11); (v) letter filings re: production of Defendants' financial statements, filed August 10, 2007 (Dkt. Nos. 112, 122); (vi) Letter filings re: Plaintiffs' payments of NFLPA Dues, filed September 4, 2007 (Dkt. Nos. 130-132); (vii) Motion for Leave to File a Third Amended Complaint, filed September 27, 2007 (Dkt. Nos. 139, 141, 147, 169-170); (viii) Motion to Certify Class, filed March 14, 2008 (Dkt. Nos. 217-223, 253-54); (ix) Opposition to Motion to Strike the Declaration of Marvin Miller, filed March 28, 2008 (Dkt. No. 229). Opposition filing is found at Dkt. No. 246); (x) Letter filings re: document requests and discovery responses, filed April 7, 2008 (Dkt. No. 258) (xi) Opposition to Motion for Leave to File a Supplemental Memorandum on Plaintiffs' Class Certification Motion, filed April 8, 2008 (Dkt. No. 268); (xii) letter filings re: documents related to Gene Upshaw, filed June 4, 2008 (Dkt. No. 285); (xiii) Opposition to Motion for Summary Judgment, filed June 13, 2008 (Dkt. No. 310-11) (xiv) Motion to Strike the Declarations of Linda Castillon, Adam Sullins, Jason Brenner, Christine Finch, and Steve Byrd Filed in Support of Defendants' Motion for Summary Judgment, filed July 1, 2008 (Dkt. Nos. 308-309, 326-327); (xv) letter filings re: scrambling of player images by EA, as related to Defendants' summary judgment motion, filed July 30, 2008 (Dkt. Nos. 340-342, 347-348); (xvi) Motion to Dismiss Bernard Parrish's individual claim, filed August 12, 2008 (Dkt. Nos. 358, 360); (xvii) Opposition to Motion to Decertify class, filed August 15, 2008 (Dkt. No. 371372); (xviii) letter filings re: summary judgment arguments, filed August 22, 2008 (Dkt. Nos. 374-375); (ixx) motions in limine and oppositions thereto (Dkt. Nos. 409, 411-414, 417-419, 423, 427-429, 433-434, 437-442, 444, 446448, 453, 455, 457, 474, 476); (xx) various trial briefs and oppositions thereto (Dkt. Nos. 483-485, 502, 517, 520, 532, 534, 536, 539-540, 545, 548). Preparation of scheduling orders; Preparation of interrogatories, requests for admissions and responses to same; and 9
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

· ·

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

·

Preparation of countless letters to opposing counsel regarding (i) deposition scheduling, (ii) document discovery, and (iii) settlement.

26.

Plaintiffs' counsel devoted thousands of hours of attorney and paralegal time and

effort pursuing, reviewing and utilizing the party and non-party documents produced in this Lawsuit. Plaintiffs were forced to wade through thousands of complex and often arcane

accounting materials in order to identify the critical documents that substantiated Plaintiffs' claims. In addition, Plaintiffs were aggressive in pushing for additional documents in the face of repeated resistance from Defendants and third parties aligned with Defendants. Plaintiffs'

preparation for trial required various members of Plaintiffs' team to devote nearly all of their time to this litigation for extended durations. 27. intensive. The deposition phase of the lawsuit was also time-consuming, hard-fought and The preparation required for these depositions was substantial. Databases were

reviewed by paralegals to identify and pull the specific documents associated with each particular witness. Attorneys would then review those documents for relevance and usefulness.

Furthermore, while Plaintiffs tried to be efficient and combine travel whenever possible, Plaintiffs were required to travel significant distances to conduct depositions in this matter. For example, depositions were held in California, New York, Maryland, Philadelphia, Texas and Washington D.C. 28. While preparing for trial, Plaintiffs also made efforts to settle the case including by

participating in a settlement conference with Magistrate Judge James Larson of the Northern District of California. Despite Plaintiffs' settlement efforts, Defendants refused all such overtures and Plaintiffs were left with no choice but to proceed to trial. To date, Defendants have never offered anything to settle this case, despite the fact that (1) the key document in this case was described by the Court as a "masterpiece of obfuscation" and an "empty promise"; (2) Defendants lost each of their several motions to dismiss; (3) Plaintiffs' class was certified over Defendants' strenuous objection; (4) Defendants' attempt to appeal the Court's certification of the class to the Ninth Circuit was denied; (5) Defendants' subsequent motion to de-certify the class was also denied; and (6) Defendants' motion for summary judgment was summarily denied. 10
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

29.

Trial of this matter, which is extremely rare in class action cases, lasted three

weeks during which witnesses were examined and dozens of documents were received into evidence. Plaintiffs faced additional resistance by Defendants through their motions for JMOL and heavily-contested jury instruction briefing and argument. Plaintiffs expect additional

resistance from Defendants in the form of another JMOL motion and appeal. 30. Based upon my knowledge and experience, given the nature and complexity of the

case, the skill of the attorneys on both sides of the case, and the result obtained, it is my opinion that the time expended by Manatt was necessary and the fees billed are reasonable under the circumstances of this case. Furthermore, the $28.1 million verdict has been widely praised by the Class members (including the class representative, Herbert Adderley). See articles collectively attached hereto as Exhibit C. MONTHLY DETAIL OF SERVICES PERFORMED BY MANATT 31. Services performed by Manatt on a monthly basis are summarized, along with

billing totals for each month in the paragraphs that follow. 32. As would be expected on a matter of this magnitude, some of the work performed

involved privileged communications, activities or work product. The services summarized below do not include any references to the substance of such privileged attorney/client communications or work product. The summaries are derived from Manatt's billing records, which contain references to privileged communications and to the work product strategies of counsel. For this reason the actual monthly bills are not attached as exhibits. However, plaintiff is willing to provide copies of all invoices for in-camera inspection if deemed necessary under Local Rule 546(b)(2). 33. The services performed by Manatt on a monthly basis are summarized, along with

billing totals for each month, in the paragraphs that follow. Services Performed During January 2007 34. We began conferring with our clients and reviewing those documents in their

possession for use in drafting the complaint. We also conferred with our co-counsel from the McKool Smith, P.C. law firm on the drafting of the complaint. 11
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

35. several times. 36.

We prepared the first draft of the complaint. This draft was subsequently revised

The total fees billed for work done during this month were: Hours 1.10 3.00 4.10 8.20 $435 $460 $690 Rate $478.50 $1380 $2829 $4,687.50 Total

Timekeeper N. Cohen R. Hilbert R. Katz TOTAL

Services Performed During February 2007 37. 38. Plaintiffs' original complaint was filed on February 14, 2007. In the days leading up to February 14, 2007, we continued to draft and revise the

original complaint. As part of this process, we continued to review those documents in the possession of our clients as well as those that were publicly available. We also performed legal research in connection with the causes of action in the complaint. In addition, we conferred with our co-counsel and clients about the draft complaint and possible edits. 39. Because this was to be a class action, we researched, drafted and revised a motion

to be appointed interim class counsel. We also compiled the materials necessary to support such a motion. As with the complaint, we conferred with our co-counsel about this motion, and included their feedback into the draft. 40. We had discussions with the current class representatives and with potential

additional class representatives regarding the first amended complaint. 41. On February 23, 2007, we filed a first amended complaint. We spent a significant

amount of time during the period between approximately February 14 and February 23 drafting, revising and finalizing the first amended complaint, and conferring with our clients and cocounsel about it. 42. The total fees billed for work done during this month were:

12

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4

Timekeeper N. Cohen R. Hilbert K. Hunt 8.10 49.90 2.30 51.40 8.00 119.70

Hours $435 $460 $175 $690 $265

Rate

Total $3523.50 $22954 $402.50 $35466 $2120 $64,466.00$64,466.00

5 R. Katz 6 D. Wishon 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

TOTAL

Services Performed During March 2007 43. In early March 2007, Defendants sent us a letter indicating that they intended to

file a Rule 11 motion unless we agreed to withdraw our first amended complaint. We conducted significant legal research into the elements of a Rule 11 motion, investigated the facts, and considered our possible response. We also conferred with our co-counsel on several occasions about Defendants' Rule 11 letter. We drafted, discussed and revised a response to Defendants' letter. 44. We continued to review those documents in the possession of our clients as well as

those that were publicly available. 45. case. 46. Sometime in March 2007, we realized that Defendants had altered their website We also performed legal research regarding some of the key legal issues in this

after the filing of our initial complaint. We corresponded with opposing counsel on this issue and asked them to preserve all versions of their website going forward. 47. The total fees billed for work done during this month were: Hours 7.40 32.00 11.00 .80 13 $435 $415 $460 $175 Rate $3219 $13280 $5060 $140
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

Timekeeper N. Cohen A. Fiero R. Hilbert K. Hunt

Total

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

R. Katz TOTAL

17.40 68.60

$690

$12006 $33,705.00

Services Performed During April 2007 48. In April 2007, Defendants filed a motion for sanctions under Rule 11, a motion for

judgment on the pleadings, and a motion to change venue. 49. We conferred on numerous occasions both internally and with co-counsel about

Defendants' motions and our strategy for responding to them. 50. We conducted legal research regarding Defendants' motion for judgment on the

pleadings and drafted an outline of our response to the motion. We subsequently drafted the opposition to this motion. This draft went through several iterations as a result of discussions both internally and with co-counsel. 51. We reviewed and provided comments to co-counsel regarding Defendants' motion

for sanctions under Rule 11 and motion to change venue. Drafts of these motions also went through several iterations as a result of discussions both internally and with co-counsel. 52. We received and reviewed Defendants' opposition to our motion to be appointed We also conducted legal research on the cases cited in Defendants'

interim class counsel.

opposition, and researched cases favorable to us. We discussed the results of our research internally and with co-counsel. 53. We discussed with opposing counsel an appropriate date for the hearing on

Defendants' motions, and on our motion to be appointed interim class counsel. Once we agreed on a specific date, we worked with opposing counsel on an appropriate stipulation to re-set certain dates. 54. In mid-April 2007, the Court issued an order regarding the joint case management

statement. We considered and discussed an appropriate discovery plan in anticipation of the upcoming Case Management Conference. We conferred with co-counsel about the details of this discovery plan. 55. The total fees billed for work done during this month were: 14
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4

Timekeeper N. Cohen A. Fiero R. Hilbert 4.20 65.50 3.20 2.30 9.70 84.90

Hours $435 $415 $460 $175 $690

Rate $1827

Total

$27182.50 $1472 $402.50 $6693 $37,577.00

5 K. Hunt 6 R. Katz 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

TOTAL

Services Performed During May 2007 56. We continued to review and revise our oppositions to Defendants' motion for

sanctions under Rule 11, motion for judgment on the pleadings, and motion to change venue. We also conducted additional legal research regarding these motions, and continued to discuss the oppositions internally and with co-counsel. These documents were eventually finalized, citechecked and e-filed with the Court. 57. We worked with our clients in drafting and finalizing declarations in support of

our oppositions to Defendants' motions. This included numerous communications between us and our clients and between us and co-counsel. 58. We continued to conduct legal research regarding Defendants' opposition to our

motion to be appointed interim class counsel, and to discuss the results of our research internally and with co-counsel. We drafted our reply in support of our motion, and discussed this draft both internally and with co-counsel. We also drafted and revised declarations in support of our reply. 59. 60. We finalized our reply and supporting documents and e-filed them with the Court. We further considered and discussed our discovery plan for this case. We

scheduled and participated in a Rule 26 conference with opposing counsel. We discussed the results of this conference internally and with co-counsel. 61. We received and reviewed Defendants' reply briefs in support of their motion for

sanctions under Rule 11, motion for judgment on the pleadings, and motion to change venue. We conducted legal research regarding these reply briefs, and discussed the briefs and the results of 15
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

our research internally and with co-counsel and our clients. 62. We worked with our clients and an outside computer forensic expert to make sure

that our clients' computer files were preserved for discovery. 63. We prepared for the upcoming hearing on Defendants' motion for sanctions under

Rule 11, motion for judgment on the pleadings, and motion to change venue by reviewing each of the parties' filings in connection with these motions as well as all relevant case law. 64. We prepared an outline of the arguments we intended to make at the hearing, as

well as case binders related to the motions. 65. We attended the hearing on Defendants' motions and on our motion to be

appointed interim class counsel. 66. The total fees billed for work done during this month were: Hours 55.00 87.50 30.40 4.00 45.80 4.20 $435 $415 $460 $175 $690 $265 Rate $23925 $36312.50 $13984 $700 $31602 $1113 $107,636.50 Total

Timekeeper N. Cohen A. Fiero R. Hilbert K. Hunt R. Katz D. Wishon TOTAL

Services Performed During June 2007 67. We received and reviewed the Court's order on Defendants' motions and on our

motion to be appointed interim class counsel. We discussed the impact of the Court's order internally and with co-counsel. 68. We conducted legal research into those claims we were considering for our second

amended complaint in light of the Court's order. We discussed the results of that research internally and with co-counsel. We drafted a second amended complaint, which we discussed with co-counsel and revised.

16

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

69.

We had several communications with our clients and an outside computer forensic

expert to make sure that our clients' computer files were preserved for discovery. 70. We reviewed and revised our draft joint case management statement, as well as We discussed these documents with co-counsel and with opposing

our initial disclosures. counsel. 71.

We researched the requirements under the Court's rules regarding ADR. We

drafted and e-filed the appropriate certification forms. 72. We searched for, obtained and reviewed publicly-available documents ­ such as

Players Inc' agreement with the Topps Company ­ and analyzed their relation and helpfulness to our case. 73. We drafted discovery requests and reviewed those discovery requests with co-

counsel. We served those requests on opposing counsel. 74. We received and reviewed Defendants' discovery requests and discussed those

requests, and our strategy for responding to those requests, with co-counsel. We also continued to work with our clients and an outside computer forensic expert to make sure that our clients' computer files were preserved for discovery. We reviewed document submitted by our clients in response to Defendants' discovery requests. 75. 76. We prepared for and attended the Case Management Conference. We drafted a second amended complaint and discussed that draft with co-counsel.

We finalized the second amended complaint and e-filed it with the Court. 77. We drafted a summons for the NFLPA and oversaw the service of that summons

and a copy of the second amended complaint on the NFLPA. 78. We reviewed, revised and served our initial disclosures on opposing counsel, and

reviewed the initial disclosures we received from opposing counsel. 79. The total fees billed for work done during this month were:

17

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4

Timekeeper N. Cohen A. Fiero R. Hilbert 33.60 72.80 96.80 5.40 10.80 .30 219.70

Hours $435 $415 $460 $175 $690 $265

Rate $14616 $30212 $44528 $945 $7452 $79.50

Total

5 K. Hunt 6 R. Katz 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

D. Wishon TOTAL

$97,832.50

Services Performed During July 2007 80. We continued to review documents submitted by our clients in response to

Defendants' discovery requests. 81. We received and reviewed Defendants' motions to dismiss our second amended

complaint and discussed those motions internally and with co-counsel. We conducted significant legal research regarding those motions and drafted, reviewed and revised our opposition to those motions. 82. We worked on identifying potential expert witnesses and conducted conference

calls with proposed expert witnesses in the case. 83. We received and reviewed Defendants' responses to our discovery requests and

exchanged meet and confer correspondence with opposing counsel to address deficiencies therein. 84. We received and reviewed additional discovery requests from Defendants and

discussed those requests, and our strategy for responding to those requests, with co-counsel. 85. We drafted a protective order and discussed that draft with co-counsel and

opposing counsel. 86. We discussed with opposing counsel an appropriate date for the hearing on

Defendants' motions. Once we agreed on a specific date, we worked with opposing counsel on an appropriate stipulation to re-set certain dates. We also contacted opposing counsel about 18
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

stipulating to a consolidated opposition and prepared and e-filed the corresponding stipulation. 87. The total fees billed for work done during this month were: Hours 21.00 83.00 90.00 4.70 52.20 .30 251.20 $435 $415 $460 $175 $690 $265 Rate $9135 $34445 $41400 $822.50 $36018 $79.50 $121,900.00 Total

Timekeeper N. Cohen A. Fiero R. Hilbert K. Hunt R. Katz D. Wishon TOTAL

Services Performed During August 2007 88. We continued to review and revise our consolidated opposition to Defendants'

motions to dismiss our second amended complaint. That opposition was eventually finalized and e-filed with the Court on August 9, 2008. 89. We continued to exchange meet and confer correspondence with opposing counsel

to address deficiencies in their discovery responses. Eventually we prepared and filed a letter brief to the Court on these deficiencies. We prepared for and participated in a hearing on discovery issues that took place on August 17, 2007. 90. We drafted a subpoena for third-party Doug Allen and oversaw service of that

subpoena. We also drafted, discussed and revised a 30(b)(6) notice to Defendants. 91. requests. 92. We received and reviewed documents submitted by Defendants in response to our We drafted, reviewed and revised our written responses to Defendants' discovery

discovery requests. 93. We compiled documents and prepared outlines for the depositions of Doug Allen, We exchanged correspondence with opposing counsel

Gene Upshaw and Howard Skall. regarding deposition scheduling.

19

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

94.

We prepared for the hearing on Defendants' motions to dismiss by reviewing each

of the parties' filings in connection with the motions and all relevant case law. We also prepared an outline of the arguments we intended to make at the hearing, as well as case binders related to the motions. 95. 96. We attended the hearing on Defendants' motions to dismiss and related items. The total fees billed for work done during this month were: Hours 36.50 82.00 134.50 18.90 76.60 .50 349.00 $435 $415 $460 $175 $690 $265 Rate Total $15877.50 $34030 $61870 $3307.50 $52854 $132.50 $168,071.50

Timekeeper N. Cohen A. Fiero R. Hilbert K. Hunt R. Katz D. Wishon TOTAL

Services Performed During September 2007 97. Court. 98. We continued to review document submitted by our clients in response to We prepared those documents for production to opposing We worked with our clients to prepare and e-file declarations required by the

Defendants' discovery requests. counsel. 99.

We received and reviewed the Court's order on Defendants' motions to dismiss.

We discussed the impact of the Court's order internally and with co-counsel. 100. We conducted legal research into those new/revised claims we were considering

for our third amended complaint in light of the Court's order. We discussed the results of that research internally and with co-counsel. We drafted a third amended complaint, which we discussed with co-counsel and revised. 101. We received and reviewed additional documents submitted by Defendants in

20

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

response to our discovery requests. We oversaw the inclusion of those documents into an electronic database that could be searched. 102. We communicated with opposing counsel and the Court regarding the status of

Doug Allen's deposition. We subsequently received and reviewed the deposition transcript of Doug Allen. complaint. 103. We drafted, reviewed and revised our motion for leave to file a third amended We discussed the impact of that deposition transcript on our third amended

complaint and supporting declarations. This motion, and our proposed third amended complaint, was filed on September 27, 2007. 104. The total fees billed for work done during this month were: Hours 51.20 102.50 108.90 11.40 70.40 2.30 .80 9.70 13.70 370.90 $435 $415 $460 $175 $690 $785 $570 $255 $265 Rate $22272 $42537.50 $50094 $1995 $48576 $1805.50 $456 $2473.50 $3630.50 $173,840.00 Total

Timekeeper N. Cohen A. Fiero R. Hilbert K. Hunt R. Katz P. Parcher B. Shatz K. Sloane D. Wishon TOTAL

Services Performed During October 2007 105. We received and reviewed Defendants' opposition to our motion for leave to file a

third amended complaint and discussed that opposition with co-counsel. 106. We conducted significant legal research regarding Defendants' opposition and

reviewed numerous documents and third-party declarations submitted by Defendants in support of their opposition. We drafted a reply in support of our motion and discussed that reply

21

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

internally and with co-counsel. We also drafted, reviewed and revised declarations in support of our reply. 107. We drafted, reviewed and revised a motion to strike the declaration of Doug Allen

Defendants submitted in support of their opposition. 108. We received and reviewed a letter submitted by Defendants' counsel in response

to our motion for leave to file a third amended complaint and prepared and e-filed a response. 109. The total fees billed for work done during this month were: Hours 30.10 58.00 55.40 3.00 33.60 9.10 189.20 $435 $415 $460 $175 $690 $265 Rate Total $13093.50 $24070 $25484 $525 $23184 $2411.50 $88,768.00

Timekeeper N. Cohen A. Fiero R. Hilbert K. Hunt R. Katz D. Wishon TOTAL

Services Performed During November 2007 110. We received and reviewed the Court's order on our motion for leave to file a third

amended complaint. We revised our proposed third amended complaint accordingly and e-filed it with the Court. 111. We reviewed with co-counsel those discovery items that were outstanding at the We

time the Court granted Defendants' motions to dismiss our second amended complaint.

subsequently contacted opposing counsel and proposed a joint stipulation re-setting certain of these deadlines. We also discussed and attempted to work through outstanding discovery

disputes with Defendants. 112. 113. complaint. We drafted, reviewed and revised new discovery requests to Defendants. We received, reviewed and discussed Defendants' answer to our third amended

22

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

114.

The total fees billed for work done during this month were: Hours 8.70 41.00 54.30 2.00 10.90 1.30 5.30 123.50 $435 $415 $460 $175 $690 $255 $265 Rate Total $3784.50 $17015 $24978 $350 $7521 $331.50 $1404.50 $55,384.50

Timekeeper N. Cohen A. Fiero R. Hilbert K. Hunt R. Katz K. Sloane D. Wishon TOTAL

Services Performed During December 2007 115. We exchanged correspondence with opposing counsel about updating the schedule

for our motion for class certification. This necessitated motion practice before the Court. 116. We participated in significant discovery efforts during December. We received We

additional documents submitted by Defendants in response to our discovery requests.

oversaw the inclusion of those documents into an electronic database that could be searched, and reviewed those documents. We also received and reviewed additional discovery responses from Defendants. We exchanged numerous meet and confer correspondence, and participated in

several conference calls, with opposing counsel to address various discovery deficiencies. 117. We performed extensive work preparing additional discovery requests and

subpoenas to third parties such as Electronic Arts. We also engaged in meet and confer efforts with these third parties about the scope of their responses to our subpoenas. 118. We drafted correspondence to opposing counsel regarding documents we intended

to show our expert. We also had meetings and conference calls with our expert to discuss various damages theories. 119. We continued to collect and review documents from our clients, and to prepare

those documents for production to opposing counsel.

23

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

120.

The total fees billed for work done during this month were: Hours 8.60 13.80 66.30 1.00 21.50 1.50 112.70 $435 $415 $460 $175 $690 $265 Rate $3741 $5727 $30498 $175 $14835 $397.50 $55,373.50 Total

Timekeeper N. Cohen A. Fiero R. Hilbert K. Hunt R. Katz D. Wishon TOTAL

Services Performed During January 2008 121. January was also a substantial month for discovery issues. We received and

reviewed additional documents submitted by Defendants.

We also received and reviewed

additional discovery responses from Defendants. We conducted legal research in connection with Defendants' discovery responses, drafted meet and confer correspondence, and participated in conference calls designed to cure Defendants' discovery deficiencies. We also worked on

additional discovery matters including editing responses and objections to Defendants' discovery requests. 122. We reviewed, revised and sent new 30(b)(6) notices to opposing counsel and

exchanged correspondence regarding the scope of our notice. We also exchanged correspondence on scheduling the deposition of Defendants' 30(b)(6) witness and related witnesses. We drafted and served on opposing counsel amended deposition notices and subpoenas for Pat Allen, Howard Skall, Dawn Ridley and Gene Upshaw. 123. subpoena. 124. We drafted a settlement conference statement for a settlement conference that was We discussed this We continued to exchange correspondence with Electronic Arts regarding our

to take place before Magistrate Judge James Larson in February 2008. statement with our co-counsel and revised it accordingly.

24

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

125.

We searched for and compiled documents in preparation for the deposition of our

client, Herb Adderley. We also searched for and compiled documents in preparation for our deposition of Dawn Ridley, Howard Skall, Gene Upshaw and Defendants' designated 30(b)(6) witness. 126. We began drafting the outline for the upcoming deposition of Gene Upshaw, a key

witness in this case. 127. The total fees billed for work done during this month were: Hours 32.30 26.60 63.00 29.80 8.90 13.00 1.50 $485 $440 $505 $210 $700 $270 $280 Rate Total $15665.50 $11704 $31815 $6258 $6230 $3510 $420 $75,602.50

Timekeeper N. Cohen A. Fiero R. Hilbert K. Hunt R. Katz K. Sloane D. Wishon TOTAL

Services Performed During February 2008 128. We attended the settlement conference before Magistrate Judge Larson to discuss

potential settlement in the action. 129. February was another substantial month for discovery issues. We continued to

respond to discovery requests and to exchange meet and confer correspondence designed to address various discovery disputes, including issues related to Defendants' document production, the scope and timing of such document production, and related issues. 130. We received and reviewed Defendants' supplemental initial disclosures, and

discussed with co-counsel the impact such disclosures had on our deposition strategy and schedule. 131. We exchanged communications with co-counsel and opposing counsel regarding

25

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

scheduling depositions. 132. We prepared for the deposition of Joel Linzner of Electronic Arts by collecting and

reviewing relevant documents, speaking with co-counsel about suggested topics and questions, and preparing a detailed outline. We deposed Joel Linzner in San Francisco on February 8, 2008. 133. We prepared for the deposition of Gene Upshaw by collecting and reviewing

relevant documents, speaking with co-counsel about suggested topics and questions, and preparing a comprehensive outline. We deposed Gene Upshaw in Washington, D.C. on February 13, 2008. 134. We prepared for the deposition of Glenn Eyrich, Defendants' 30(b)(6) witness on

damages, by collecting and reviewing relevant documents, speaking with co-counsel and our damages expert about suggested topics and questions, and preparing a detailed outline. We deposed Glenn Eyrich in Washington, D.C. on February 12, 2008. 135. We prepared for the deposition of Howard Skall by collecting and reviewing

relevant documents, speaking with co-counsel about suggested topics and questions, and preparing a detailed outline. We deposed Howard Skall in Rockville, Maryland on February 14, 2008. 136. We worked with our client, Herb Adderley, to prepare him for his deposition,

including in connection with responses to document requests and other issues relating to that deposition. We also defended Mr. Adderley at his deposition in Philadelphia, Pennsylvania on February 20, 2008. 137. We participated in conference calls with co-counsel to discuss the results of the

numerous key depositions we had taken, and their impact on our case. 138. We exchanged correspondence and participated in meetings with our damages

expert about our damages theories. 139. We reviewed and revised our draft motion for class certification, and discussed We conducted significant legal research in

this draft both internally and with co-counsel. connection with this motion. 140.

We prepared for the deposition of Pat Allen by collecting and reviewing relevant 26
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

documents, speaking internally and with co-counsel about suggested topics and questions, and preparing a detailed outline. We deposed Pat Allen in Los Angeles, California on February 28, 2008. 141. The total fees billed for work done during this month were: Hours 91.30 99.00 94.00 152.50 68.80 101.20 .40 32.80 2.30 642.30 $485 $440 $550 $505 $210 $700 $850 $270 $280 Rate Total $44280.50 $43560 $51700 $77012.50 $14448 $70840 $340 $8856 $644 $311,681.00

Timekeeper N. Cohen A. Fiero L. Franco R. Hilbert K. Hunt R. Katz P. Parcher K. Sloane D. Wishon TOTAL

Services Performed During March 2008 142. We continued to work on the motion for class certification, including drafting

certain sections, reviewing and collecting deposition cites, reviewing and collecting important documents and other publicly-available materials in support of the motion, conducting exhaustive legal research, and discussing the motion and related documents internally and with co-counsel. 143. We drafted, reviewed and revised the declaration of Ronald S. Katz in support of

our motion for class certification. We also had several discussions with experts Marvin Miller and Phil Rowley and helped draft and revise their declarations in support of the motions. 144. Court. 145. We continued to work on discovery issues, including issues related to Defendants' Eventually we finalized the motion for class certification and e-filed it with the

document production and related issues.

27

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

146.

We reviewed the deposition of Herb Adderley and worked with him to prepare and

send his errata. We also participated in a meet and confer call with opposing counsel on this issue. 147. We met with expert Marvin Miller in New York to discuss his opinions on the

case. While there, we also met with our lead trial counsel, Peter Parcher, to discuss the status of the case and our strategy for trial. 148. We received and reviewed Defendants' opposition to our motion for class

certification. We discussed Defendants' opposition internally and with co-counsel. We began conducting legal research regarding Defendants' arguments and in support of our reply brief. 149. The total fees billed for work done during this month were: Hours 64.60 64.00 100.20 127.40 20.60 69.70 13.40 48.20 18.30 26.80 553.20 $485 $440 $550 $505 $210 $700 $850 $580 $270 $280 Rate $31331 $28160 $55110 $64337 $4326 $48790 $11390 $27956 $4941 $7504 $283,845.00 Total

Timekeeper N. Cohen A. Fiero L. Franco R. Hilbert K. Hunt R. Katz P. Parcher B. Shatz K. Sloane D. Wishon TOTAL

Services Performed During April 2008 150. We prepared for the depositions of witnesses for Topps and Upper Deck by

conferring with co-counsel and offering suggested topics and questions. We carefully reviewed the transcripts of those depositions once they were completed. 151. We reviewed and commented on correspondence with opposing counsel regarding

28

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

the upcoming depositions of Joe Nahra and Richard Berthelsen. We assisted co-counsel in preparing for those depositions by offering suggested topics and questions. 152. We continued to conduct legal research in connection with our reply in support of

our motion for class certification. We also drafted the reply and discussed the draft with cocounsel. 153. We reviewed Defendants' motion to strike the declaration of Marvin Miller. We

conducted legal research regarding Defendants' motion. We also prepared a draft opposition to Defendants' motion. 154. Eventually we finalized the opposition to Defendants' motion to strike the

declaration of Marvin Miller, and our reply in support of our motion for class certification, and efiled both with the Court. 155. We received an Order from the Court directing us to file certain previously-

confidential documents in the public domain. We collected and reviewed the documents that were the subject of the Court's order and complied. 156. We received Defendants' request to file a supplemental memorandum on class

member information. We conducted legal research regarding Defendants' request, and drafted and filed a response with the Court. 157. We also worked on various discovery disputes during this period, including in

connection with Defendants' responses to our requests for documents. The parties submitted letter briefs to the Court on this issue and a discovery hearing was held on April 11, 2008. 158. We prepared for the hearing on class certification by reviewing each of the filings

associated with the motion, and by meeting with co-counsel in advance of the class certification hearing. We attended the hearing on class certification on April 24, 2008. 159. We received and reviewed an Order from the Court certifying the class. We

discussed this Order with co-counsel and considered its impact on the case going forward. We drafted and e-filed a statement agreeing to apply the law of D.C. or Virginia as required by the Court. 160. The total fees billed for work done during this month were: 29
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4

Timekeeper N. Cohen D. Crim A. Fiero 30.30 26.60 35.00 43.00 111.30 16.00 53.30 .20 .50 1.60 34.20 352.00

Hours $485 $185 $440 $550 $505 $210 $700 $850 $580 $270 $280

Rate

Total $14695.50 $4921 $15400 $23650 $56206.50 $3360 $37310 $170 $290 $432 $9576 $166,011.00

5 L. Franco 6 R. Hilbert 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

K. Hunt R. Katz P. Parcher B. Shatz K. Sloane D. Wishon TOTAL

Services Performed During May 2008 161. We met with co-counsel to discuss the status of the case and the additional

discovery to be obtained prior to the close of discovery. We also discussed possibly deposing those additional witnesses identified by Defendants on their initial disclosures and contacted opposing counsel accordingly. We exchanged several communications on this issue. 162. As before, we continued to work on discovery issues, including Defendants'

privilege log and the deficiencies inherent therein. We also continued to receive and review documents in response to our prior discovery requests, and to exchange meet and confer correspondence related thereto and in connection with various deposition issues. In addition, we reviewed and drafted revised responses to certain of our discovery responses. 163. We assisted in the drafting of the class notice and reviewed and revised the draft

notice. We also exchanged correspondence with co-counsel and opposing counsel on posting the class notice on Defendants' website. 164. We prepared for the deposition of Richard Berthelsen by providing co-counsel 30
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

with suggested topics and questions. 165. We received and reviewed Defendants supplemental initial disclosures and

conferred with co-counsel about them and their impact on our need for additional depositions. 166. We received and reviewed Defendants' request to the Ninth Circuit to appeal the

Court's order granting certification. We conducted legal research in connection with Defendants' request and discussed the request both internally and with co-counsel. We drafted and edited an opposition to Defendants' request. We eventually finalized this opposition and submitted it to the Ninth Circuit. 167. We had several conference calls and meetings with our damages expert, and with

our sports economics expert, in advance of our expert reports. We reviewed drafts of our expert reports and provided our comments to our experts. Eventually we finalized the reports and served them on opposing counsel. We also corresponded with opposing counsel on exchanging those documents relied on by our experts, and on various deposition dates for our expert witnesses. 168. We reviewed documents produced by third-party Topps but not by Defendants and

discussed bringing this matter to Defendants' attention. 169. We drafted and sent Defendants a letter regarding their refusal to produce

documents related to Gene Upshaw and on their select production of certain multimedia materials. 170. We participated in a conference call with a jury consultant regarding a proposed We discussed issues, themes, and other matters

mock trial in connection with the action. associated with the mock trial. 171.

The total fees billed for work done during this month were: Hours 16.60 7.00 2.00 50.90 $485 $185 $440 $550 Rate $8051 $1295 $880 $27995 Total

Timekeeper N. Cohen D. Crim A. Fiero L. Franco

31

DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4

R. Hilbert K. Hunt R. Katz P. Parcher

142.80 33.20 35.50 4.20 55.60 1.20 39.40 388.40

$505 $210 $700 $850 $580 $270 $280

$72114 $6972 $24850 $3570 $32248 $324 $11032 $189,331.00

5 B. Shatz 6 K. Sloane 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

D. Wishon TOTAL

Services Performed During June 2008 172. We exchanged meet and confer correspondence on Defendants' failure to produce

documents that were produced by third-party Topps. 173. We received and reviewed a letter from Defendants regarding their refusal to

produce documents related to Gene Upshaw and on their select production of certain multimedia materials. We drafted and submitted a letter brief to the Court on this issue. We prepared for and participated in discovery hearing on this issue on June 11, 2008. 174. We participated in additional conference calls and meetings with a jury consultant

and others regarding a proposed mock trial in connection with the action. Among the topics we discussed was the details of an upcoming meeting on the mock trial and related issues. 175. We spent a significant amount of time preparing for the mock trial. More

specifically, we prepared outlines of each side's arguments and identified important documents. We also drafted and discussed jury instructions and a special verdict form. 176. We drafted, edited and revised responses to certain of our written discovery

requests, including document requests and interrogatories. 177. We continued to work on issues associated with Defendants' request to the Ninth

Circuit to appeal the Court's order granting certification. Along these lines, we exchanged communications with opposing counsel on revising the class definitions. Upon agreeing on a revised definition, we notified the Ninth Circuit accordingly. 32
DECLARATION OF RONALD S. KATZ CASE NO. C 07-0943 WHA

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
MANATT, PHELPS & PHILLIPS, LLP
ATTO RNEY S AT LAW PA L O A L T O

178.

We exchanged additional meet and confer correspondence with Defendants

regarding their failure to produce certain documents in response to our discovery requests. 179. We received and reviewed Defendants' motion for summary judgment and

supporting documents. We had several communications internally and with co-counsel about Defendants' motion and our strategy for responding to it. We worked with co-counsel on drafting the opposition to Defendants' motion, including by reviewing and collecting de