In re Trident Microsystems, Inc. Derivative Litigation

Filing 148

ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT AND PROVIDING FOR NOTICE. Signed by Judge Jeremy Fogel on 10/23/2009. (jflc3, COURT STAFF) (Filed on 10/23/2009)

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**E-Filed 10/23/2009**

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UNITED STATES DISTRICT COURT
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NORTHERN DISTRICT OF CALIFORNIA
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SAN JOSE DIVISION
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) Master File No. C06-3440-JF

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This Document Relates To:
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----------------(PROPOSED)- ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT AND PROVIDING FOR

) NOTICE
ALL ACTIONS.

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1 WHEREAS, the Settling Parties have made application, pursuant to Federal Rule of Civil
2 Procedure 23.1, for an order (i) preliminarily approving the proposed settlement (the "Settlement")
3 of the above-captioned shareholder derivative action (the "Federal Derivative Action") and the
4 related derivative action pending in the Superior Cour of the State of

California for the County of

5 Santa Clara entitled Limke v. Lin, et al., No.1 :07-cv-080390 (the "State Derivative Action")
6 (collectively, the "Derivative Actions"), in accordance with a Stipulation of

Parial Settlement, dated

7 October 20,2009, and the Exhibits thereto (the "Stipulation"), and (ii) approving for distribution of
8 the Notice of Partial Derivative Settlement (the "Notice");
9 WHEREAS, the Stipulation sets forth the terms and conditions of

the Settlement;

10 WHEREAS, the Settlement appears to be the product of serious, informed, non-collusive
11 negotiations and falls within the range of possible approval;

12 WHEREAS, all capitalized terms contained herein shall have the same meanings as set forth

13 in the Stipulation (in addition to those capitalized terms defined herein); and
14 WHEREAS, this Court, having considered the Stipulation and the Exhibits anexed thereto
15 and having heard the arguments of

the Settling Parties at the preliminary approval hearing:

16 NOW THEREFORE, IT is HEREBY ORDERED:
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1.

This Court does hereby preliminarily approve, subject to further consideration at the
the Settlement set forth therein.

18 Settlement Hearing described below, the Stipulation and the terms of

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2.

A hearing (the "Settlement Hearing") shall be held before this Court on
9:00 a .m. in Courtroom

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21 Northern District of

of the United States District Court for the

California, San Jose Division, Robert F. Peckham Federal Building and United

22 States Courthouse, 280 South First Street, San Jose, CA 95113, to determine whether:
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(a)

the terms and conditions of

the Settlement provided for in the Stipulation are

24 fair, reasonable, adequate, and in the best interests of

Trident and current Trident shareholders; and

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(b)

an order and judgment as provided for in il1.9 of the Stipulation should be

26 entered.
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3.

The Court approves, as to form and content, the Notice annexed as Exhibit A-I
the Stipulation and publication of

28 hereto, and finds that the filing of

the Notice substantially in the

AND PROVIDING FOR NOTICE - C06-3440-JF - 1 _

(--R----O--E--- ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT P - OP - S - D)

1 manner and form set forth in il4.2 of

the Stipulation, meets the requirements of

Federal Rule of

Civil

2 Procedure 23.1 and due process, is the best notice practicable under the circumstances, and shall
3 constitute due and sufficient notice to all Persons entitled thereto of all matters relating to the
4 Settlement.
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4.

Not later than ten (10) business days following entry of

this Order, Trident shall cause

6 the Stipulation and the Notice, substantially in the form annexed as Exhibit A-I hereto, to be

7 published on its website, such that visitors to the website home page wil readily find a hyperlink to
8 the Notice.

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5.

Not later than ten (10) business days following entry ofthis Order, Trident shall cause

10 a copy of the Stipulation to be fied with the Securities and Exchange Commission via a Form 8- K.
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12 a copy of

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Not later than ten (10) business days following entry of

this Order, Trident shall cause

the Notice, substantially in the form annexed as Exhibit A-I hereto, to be published once

13 in Investor's Business Daily.
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All costs incurred in the filing of the Stipulation and publication of

the Notice shall be

15 paid by Trident and Trident shall undertake all administrative responsibilty for fiing the Stipulation
16 and publication of

the Notice.
At least fourteen (14) calendar days prior

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to the Settlement Hearing, Trident's counsel

18 shall serve on Federal Co-Lead Counsel and fie with the Court proof, by affdavit or declaration, of
19 such filing of the Stipulation and publication of

the Notice.

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9.

All current Trident shareholders shall be bound by all orders, determinations, and

21 judgments in the Federal Derivative Action concerning the Settlement, whether favorable or
22 unfavorable to current Trident shareholders.
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10.
Pending final determination of

whether the Settlement should be approved, no current

24 Trident shareholder shall commence or prosecute against any ofthe Individual Settling Defendants

25 or their Related Persons any action or proceeding in any court or tribunal asserting any of the
26 Released Claims.

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All papers in support of the Settlement shall be fied with the Court and served at

28 least seven (7) calendar days prior to the Settlement Hearing.

AND PROVIDING FOR NOTICE - C06-3440-JF - 2 -

-P--OP--S--D)- ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT ( - R--- O- E--

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12.

Any current record holders and beneficial owners of common stock of

Trident as of

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February 5,2010------ may appear and show cause, if he, she or it has any reason why the terms of , 2009

3 the Settlement should not be approved as fair, reasonable, and adequate, or why a

judgment should

4 not be entered thereon, provided, however, unless otherwse ordered by the Cour, no current Trident
5 shareholder shall be heard or entitled to contest the approval of all or any of

the terms and conditions

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the Settlement, or, if approved, the Federal Judgment to be entered thereon approving the same,

7 unless that Person has, at least fourteen (14) days prior to the Settlement Hearing, fied with the

8 Clerk of the Court at the address listed below and served on the following counsel (delivered by

9 hand or sent by first class mail) appropriate proof of stock ownership, along with written objections,

10 including the basis therefore, and copies of any papers and briefs in support thereof:
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Clerk of the Court UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION Robert F. Peckham Federal Building and United States Courthouse 280 South First Street San Jose, CA 95113

Counsellor Federal Plaintifs
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Jeffrey D. Light COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-3301

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Eric L. Zagar Robin Winchester
BARROW A Y TOPAZ KESSLER MEL TZER & CHECK, LLP

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280 King of Prussia Road Radnor, PA 19087
Counsel lor State Plaintif

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Marc M. Umeda ROBBINS UMEDA LLP 600 B Street, Suite 1900 San Diego, CA 92101

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AND PROVIDING FOR NOTICE - C06-3440-JF - 3 -

-P----P----E--) ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT (- RO - OS -D

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Counsel lor Trident by Its Special Litigation Committee

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John D. Pernck BINGHAM McCUTCHEN LLP
Three Embarcadero Center, Suite 1800

San Francisco, CA 94111-4066
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Any current Trident shareholder who does not make his, her or its objection in the maner provided
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herein shall be deemed to have waived such objection and shall forever be foreclosed from making
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any objection to the fairness, reasonableness, or adequacy of

the Settlement as incorporated in the

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Stipulation, unless otherwise ordered by the Court, but shall otherwise be bound by the Federal
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Judgment to be entered and the releases to be given.
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13. The Court reserves the right to adjourn the date of

the Settlement Hearing or modify

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any other dates set forth herein without fuher notice to current Trident shareholders, and retains
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jurisdiction to consider all further applications arising out of or connected with the Settlement. The
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Court may approve the Settlement, with such modifications as may be agreed to by the Settling
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Paries, if appropriate, without fuher notice to current Trident shareholders.

October 23, 2009

THE HONORABLE JEREMY FOGEL UNITED STATES DISTRICT JUDGE

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s/Jeffrey D. Light JEFFREY D. LIGHT

AND PROVIDING FOR NOTICE - C06-3440-JF - 4 -

-P--OP----ED) ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT ( - R--- OS ---

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655 West Broadway, Suite 1900
2 San Diego, CA 92101
Telephone: [phone] (fax)

4 BARROW A Y TOPAZ KESSLER
MEL TZER & CHECK, LLP

5 ERIC L. ZAGAR
ROBIN WINCHESTER
6 J. DANIEL ALBERT

280 King of Prussia Road
7 Radnor, P A 19087 Telephone: [phone] (fax)

9 Co-Lead Counsel for Plaintiffs
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S :\Settlement\ Trident Deriv .set\A-00062253 .doc

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AND PROVIDING FOR NOTICE - C06-3440-JF - 5 -

-P--OP----ED) ORDER PRELIMINARILY APPROVING PARTIAL DERIVATIVE SETTLEMENT ( - R--- OS ----

EXHIBIT A-I

COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 2 SHA WN A. WILLIAMS (213113) CHRISTOPHER M. WOOD (254908)
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100 Pine Street, Suite 2600

San Francisco, CA 94111
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Telephone: [phone]

415/288-4534 (fax)

swiliams~csgrr.com cwood~csgrr.com
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BARROW A Y TOPAZ KESSLER MEL TZER & CHECK, LLP

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TRAVIS E. DOWNS in (148274) 7 JEFFREY D. LIGHT (159515) BENNY C. GOODMAN ni (211302) 8 655 West Broadway, Suite 1900 San Diego, CA 92101
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Telephone: [phone]

ERIC L. ZAGAR (250519) ROBIN WINCHESTER J. DANIEL ALBERT 280 King of Prussia Road Radnor, P A 19087
Telephone: [phone]

610/667-7056 (fax)

619/231-7423 (fax)
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travisd~csgrr .com

jeff~csgrr.com
bgoodman~csgrr.com
Co-Lead Counsel for Plaintiffs
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ezagar~btkmc.com rwinchester~btkmc.com dalbert~btkmc.com

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION
) Master File No. C06-3440-JF )

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16 In re TRIDENT MICROSYSTEMS, INC., DERIVATIVE LITIGATION
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) NOTICE OF PARTIAL DERIVATIVE

18 This Document Relates To:
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) SETTLEMENT
) ) EXHIBIT A-I
) )

ALL ACTIONS.

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1 TO: ALL CURRNT RECORD HOLDERS AND BENEFICIAL OWNERS OF THE COMMON STOCK OF TRIDENT MICROSYSTEMS, INC. ("TRIDENT" OR 2 THE "COMPANY") AS OF OCTOBER 20, 2009
3 PLEASE TAKE NOTICE that the above-captioned shareholder derivative litigation (the
4 "Litigation"), as well as the action in Santa Clara Superior Court entitled Limke v. Lin, et al., Santa

5 Clara Superior Court Case No.1 :07cv080390 (collectively, the "Derivative Actions"), are being
6 settled with Glen Antle, Jung-Herng Chang, Shyur-Jen Paul Chien, Yasushi Chikagami, Charles

7 Dickinson, John S. Edmunds, Richard Hegberg, Peter Jen, James Lindstrom, Gerr Liu, Leonard
8 Liu, John Luke, Amir Mashkoori, Milard Phelps, W. Steven Rowe, and Richard Silverman on the
i
9 terms set forth in a Stipulation of Partial Settlement dated October 20, 2009 (the "Stipulation").

1 0 The terms ofthe settlement set forth in the Stipulation (the "Settlement") include: (1) cash payments

11 by certain Trident offcers totaling $1,744,909; (2) the waiver by certain Trident officers to claims
12 against the Company with a value of $2,232,847.97 as determined by the SLC; and (3) Trident's
13 payment of Plaintiffs' Counsel's expenses in the amount of

$750,000.

14 IF YOU ARE A CURRNT OWNER OF TRIDENT COMMON STOCK, YOUR RIGHTS
15 MAY BE AFFECTED BY PROCEEDINGS IN THE LITIGATION.
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On

,2010, at 9:00 a.m., a hearing (the "Settlement Hearing") wil be held

17 before the United States District Court for the Northern District of California, San Jose Division,

18 Robert F. Peckham Federal Building and United States Courhouse, 280 South First Street, San Jose,

19 CA 95113, to determine: (1) whether the terms of the Settlement should be approved as fair,
20 reasonable, and adequate; and (2) whether the Derivative Actions should be dismissed on the merits

21 and with prejudice.
22 Any shareholder of Trident that objects to the Settlement of

the Derivative Actions shall have

23 a right to appear and to be heard at the Settlement Hearing, provided that he, she, or it was a
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26 the text of

the Securities and Exchange Commission. The Stipulation can also be viewed at 27 ww..com.. All capitalized terms herein have the same meanings as set forth in the Stipulation
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NOTICE OF PARTIAL DERIVATIVE SETTLEMENT - C06-3440-JF

This Notice should be read in conjunction with, and is qualified in its entirety by reference to, the Stipulation, which has been fied with the Federal Court and on a Form 8K filed with

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1 shareholder of

record or beneficial owner as of

October _,2009. Any shareholder of

Trident who

2 satisfies this requirement may enter an appearance through counsel of such shareholder's own

3 choosing and at such shareholder's own expense or may appear on their own. However, no
4 shareholder of Trident shall be heard at the Settlement Hearing unless no later than fourteen (14)
5 days prior to the date of the Settlement Hearing, such shareholder has fied with the Court and
6 delivered to Plaintiffs' Counsel and the Special Litigation Committee's counsel, a written notice of
7 objection, their ground for opposing the Settlement, and proof of

both their status as a shareholder

8 and the dates of stock ownership in Trident. Only shareholders who have fied and delivered valid

9 and timely written notices of objection wil be entitled to be heard at the Settlement Hearing unless
10 the Court orders otherwise.

11 If you wish to object to the Settlement, you must fie a written objection setting forth the
12 grounds for such an objection with the Court at the address below on or before

,2009,

13 with service on the following paries on or before
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,2009:

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Clerk of the Court UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION Robert F. Peckham Federal Building and United States Courthouse 280 South First Street San Jose, CA 95 n 3
Counsel for Federal Plaintifs

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Jeffrey D. Light COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-3301
Eric L. Zagar
Robin Winchester

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BARROW A Y TOPAZ KESSLER

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MELTZER & CHECK, LLP 280 King of Prussia Road Radnor, PA 19087

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NOTICE OF PARTIAL DERIVATIVE SETTLEMENT - C06-3440-JF

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Counsel for State Plaintiff

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Marc M. Umeda A TTN: Client Relations Department ROBBINS UMEDA LLP 600 B Street, Suite 1900 San Diego, CA 92101

Counsel for Trident by Its Special Litigation Committee
John D. Pernick BINGHAM McCUTCHEN LLP
Three Embarcadero Center, Suite 1800

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San Francisco, CA 94111-4066

Inquiries may be made to Plaintiffs' Counsel: Rick Nelson, c/o Shareholder Relations,
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Coughlin Stoia Geller Rudman & Robbins LLP, 655 West Broadway, Suite 1900, San Diego, CA
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92101; telephone [phone].
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12 DATED
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,2009

BY ORDER OF THE COURT UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION

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S:\Settlement\Trident Deriy .set\(y I) A I-00062252.doc

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NOTICE OF PARTIAL DERIVATIVE SETTLEMENT - C06-3440-JF

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1 CERTIFICATE OF SERVICE
2 I hereby certify that on October 21,2009, I electronically fied the foregoing with the Clerk

3 of the Court using the CMÆCF system which wil send notification of such fiing to the e-mail
4 addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I have

5 mailed the foregoing document or paper via the United States Postal Service to the non-CM/ECF
6 paricipants indicated on the attached Manual Notice List.

7 I certify under penalty of perjury under the laws of the United States of America that the
8 foregoing is true and correct. Executed on October 21, 2009.

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s/Jeffrey D. Light JEFFREY D. LIGHT

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COUGHLIN STOIA GELLER RUDMAN & ROBBINS LLP 655 West Broadway, Suite 1900 San Diego, CA 92101-3301
Telephone: [phone]

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619/231-7423 (fax)

E-mail: jeff1~csgrr.com

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CAND-ECF -

Page 1 of 1

Mailng Information for a Case 5:06-cv-03440-JF
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. Justin S. Chang
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. Jin H. Kim jkim(1rice.com

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. Christopher Martin Wood
cwood(1csgr.com ,aserros(1csgr.comjdecena(1csgr .com,kuang(1csgr .com
. Eric L. Zagar

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Manual Notice List
The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who therefore require manual noticing). You may wish to use your mouse to select and copy this list into your word processing program in order to create notices or labels for these recipients.
J. Daniel Albert Barroway Topaz Kessler Maltzer & Check, LLP 280 King of Prussia Road

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https://ecf,cand.uscourts.gov/cgi-bin/MailList.pl?115068373768756-L _170 _ 0-1

10/20/2009

Manual Service List

* John D. Pernck

BINGHAM McCUTCHEN LLP
Three Embarcadero Center, Suite 1800

San Francisco, CA 94111-4066
Telephone: [phone]

415/393-2286 (fax)

*Denotes service via overnight delivery