DECLARATION OF NICOLE A. DILLER IN SUPPORT OF SECOND STIPULATED REQUEST FOR ORDER CHANGING TIME

SUSAN ILLSTON, District Judge.

Pursuant to Civil Local Rules 6-1(b), 6-2(a) and 7-12, Plaintiffs Kinfong Sit and Mee Wai Chiu ("Plaintiffs") and Defendant Genentech, Inc. Tax Reduction Investment Plan (the "Plan"), by their respective counsel, stipulate and agree as follows:

1. On October 4, 2012, Plaintiffs filed a motion to remand this case back to state court, Dkt. No. 18, a motion for a preliminary injunction, Dkt. No. 19, and a motion for sanctions against the Plan, Dkt. No. 20.

2. The Plan's responses to these motions originally were due to be filed on or before October 18, 2012.

3. On October 4 and 16, 2012, counsel for Plaintiffs and the Plan conferred by telephone with respect to Plaintiffs' motions and the related briefing schedules.

4. Plaintiffs agreed to extend the deadline for the Plan to respond to the motions by two weeks, to November 1, 2012, in order to permit Plaintiffs and the Plan additional time to confer in an effort to reach an amicable resolution of the issues raised in the motions.

5. On October 16, 2012, the parties filed a stipulation to that effect. See Dkt. No. 29.

6. On October 23, 2012, the Court entered an order resetting the response deadlines for all three motions to November 1, 2012. See Dkt. No. 35.

7. Since that time, including on October 23, 2012 and October 29, 2012, counsel for Plaintiffs and the Plan have further conferred to try to resolve Plaintiffs' motions. The parties also have discussed a potential stipulation regarding case management matters, a part of which will involve Plaintiffs' withdrawal of the pending motions. The parties' negotiations in that regard are ongoing.

8. Accordingly, the parties respectfully request that the Court again continue the response deadlines for the three pending motions so that they may conclude efforts to resolve the pending motions without need for the Court's involvement. Should those efforts not result in the withdrawal of the motions, the parties respectfully request the following briefing schedules:

9. The parties further request that the hearing date for the motions be moved to Friday, November 30, 2012 at 9:00 a.m.

IT IS SO STIPULATED.

PURSUANT TO STIPULATION, IT IS SO ORDERED.

I, Nicole A. Diller, declare and state as follows:

1. I am a partner at the law firm of Morgan, Lewis & Bockius LLP, attorneys of record for Defendant Genentech, Inc. Tax Reduction Investment Plan (the "Plan"). I am licensed to practice law in the State of California. Except as otherwise indicated, I have direct and personal knowledge of the facts set forth in this Declaration and, if called and sworn as a witness, I would competently testify to these facts.

2. On October 4, 2012, Plaintiffs filed a motion to remand this case back to state court, Dkt. No. 18, a motion for a preliminary injunction, Dkt. No. 19, and a motion for sanctions against the Plan, Dkt. No. 20.

3. On October 4, 2012 and October 16, 2012, I conferred with Wendell H. Goddard, counsel for Plaintiffs in this action, regarding these motions. However, the parties were unable to reach a complete resolution of the motions before the approaching deadline for the Plan's responses, October 18, 2012. The parties therefore stipulated to and obtained an extension of time for the Plan to respond to the motions until November 1, 2012.

4. I understand that on October 23, 2012, my co-counsel Alison Willard further conferred with Mr. Goddard to try to resolve the pending motions. On October 26, 2012, I received a copy of Ms. Willard's letter to Mr. Goddard confirming that conversation.

5. On October 29, 2012, Ms. Willard and I again conferred with Mr. Goddard and his co-counsel Barry Sacks to try to resolve the pending motions. We discussed the possibility of a stipulation on certain matters and Plaintiffs' withdrawal of all pending matters as part of that agreement.

6. The parties require addition time to conclude these discussions, including conferring with defendant Ayumi Nakamoto's counsel regarding the proposed resolution.

7. Accordingly, the parties respectfully request that the Court extend the time for the Plan to respond to the pending motions to and including November 13, 2012; and that Plaintiffs have until November 20, 2012 to reply.

8. The requested time modification will require rescheduling the hearing on the pending motions from November 16, 2012 to a later date. The parties propose the hearing on the pending motions, should they proceed, be rescheduled for November 30, 2012 at 9:00 a.m. Otherwise, the requested time modification will have no effect on the existing schedule for the case.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and accurate.

Executed this 30th day of October, 2012 at San Francisco, California.