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TTH:sb H:\Client Matters\- F&R\Tech Properties\Pl\Fee Apps\D&W\2d Final\v8.docx

SECOND AND FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES BY ATTORNEYS FOR

OFFICIAL COMMITTEE OF UNSECURED CREDITORS

STEPHEN T. O’NEILL (115132) ROBERT A. FRANKLIN (091653) THOMAS T. HWANG (218678) DORSEY & WHITNEY LLP 305 Lytton Avenue Palo Alto, CA 94301 Telephone: (650) 857-1717 Facsimile: (650) 857-1288 Email: [email protected] Email: [email protected] Attorneys for Official Committee of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN JOSE DIVISION In re: TECHNOLOGY PROPERTIES LIMITED LLC, fka TECHNOLOGY PROPERTIES LIMITED

INC., A CALIFORNIA CORPORATION, fka TECHNOLOGY PROPERTIES LIMITED, A CALIFORNIA CORPORATION, Debtor.

) ) ) ) ) ) ) ) ) ) ) )

Case No. 13-51589-SLJ-11 Chapter 11 Date: December 2, 2015 Time: 1:30 p.m. Place: United States Bankruptcy Court 280 S. First Street, Room 3099 San Jose, CA 95113 Judge: Honorable Stephen L. Johnson

SECOND AND FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES BY ATTORNEYS FOR OFFICIAL COMMITTEE OF UNSECURED CREDITORS

Case: 13-51589 Doc# 695 Filed: 10/26/15 Entered: 10/26/15 11:42:21 of 42

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i SECOND AND FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES BY ATTORNEYS FOR


TABLE OF CONTENTS

Page No.

I. NOTICE .....................................................................................................................................1

II. INTRODUCTION .....................................................................................................................1

III. EMPLOYMENT AUTHORIZATION ......................................................................................2

IV. APPLICANT’S ATTORNEYS’ FEES AND EXPENSES .......................................................2

V. ASSETS OF THE BANKRUPTCY ESTATE ..........................................................................3

VI. ESTIMATED ACCRUED EXPENSES OF ADMINISTRATION ..........................................4

VII. CASE BACKGROUND AND STATUS ..................................................................................4

VIII. PROJECT BILLING. .................................................................................................................6

A. Case Administration.......................................................................................................6 B. Operations of TPL..........................................................................................................7 C. Turnover of Patent Commercialization Information to PDS .........................................7 D. Internal Communications and Case Management. ........................................................8 E. Communications With Committee. ...............................................................................9 F. Committee Meeting Minutes and Summaries. .............................................................10 G. Communications With Debtor (Generally). .................................................................11 H. Transition to New Management ...................................................................................11 I. Communications With Third Parties. ..........................................................................12 J. Employment of Professionals by Debtor. ....................................................................13 K. Financial Pleadings. .....................................................................................................13 L. Investigation and Diligence re Debtor. ........................................................................14 M. Relief From Stay. .........................................................................................................14 N. Executory Contracts and Licenses. ..............................................................................15 O. Compensation of Professionals. ...................................................................................15 P. Settlements and Licensing. ..........................................................................................16 Q. ‘549 Patent Matters. .....................................................................................................17 R. Cash Collateral. ............................................................................................................18 S. Negotiations With Debtor. ...........................................................................................18 T. Committee’s Plan. ........................................................................................................19 U. Committee’s Disclosure Statement. .............................................................................20 V. Trustee/Contempt Motion. ...........................................................................................20 W. Charles Moore Trustee Motion ....................................................................................21 X. Claims. .........................................................................................................................21 Y. Patriot Scientific Corp..................................................................................................22 Z. Joint Plan and Disclosure Statement. ...........................................................................22 AA. Charles Moore Plan and Disclosure Statement ............................................................24

IX. SUMMARIES OF BILLING CATEGORIES AND TIME ....................................................24

X. REIMBURSEMENT OF EXPENSES. ...................................................................................25

XI. PRIOR COMPENSATION. ....................................................................................................26

XII. VOLUNTARY REDUCTIONS. .............................................................................................26

XIII. SOURCE OF COMPENSATION. ..........................................................................................27

XIV. NO SHARING OF COMPENSATION ..................................................................................27


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ii SECOND AND FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES BY ATTORNEYS FOR


XV. UNPAID CHAPTER 11 EXPENSE OF ADMINISTRATION CLAIMS ..............................27

XVI. LEGAL STANDARD FOR DETERMINING REASONABLE COMPENSATION ............27


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1 SECOND AND FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES BY ATTORNEYS FOR


TO: THE HONORABLE STEPHEN L. JOHNSON, UNITED STATES BANKRUPTCY JUDGE:

The SECOND AND FINAL APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF

EXPENSES BY ATTORNEYS FOR OFFICIAL COMMITTEE OF UNSECURED CREDITORS (the “Application”)

of Dorsey & Whitney LLP (“Dorsey” or “Applicant”) respectfully represents:

I. NOTICE

Applicant is providing notice of the hearing on this Application pursuant to Rule 2002(a)(6)

and 2002(g) of the Federal Rules of Bankruptcy Procedure and Rule 2002-1 of the Local Bankruptcy

Rules for the Northern District of California.

II. INTRODUCTION

The Official Committee of Unsecured Creditors (the “Committee”) was appointed in this

bankruptcy case of Technology Properties Limited LLC (the “Debtor” or the “Reorganized Debtor”)

on March 28, 2013, and presently consists of the following members: Marcie and Chester Brown,

Patriot Scientific Corp., Beresford & Co., Farella Braun & Martel, LLP, the Estate of James

Kirkendall and Dr. Zlatan Ribic GmbH.

Dorsey is the attorney for the Committee in this case, having been so retained by order of this

Court authorizing and approving such employment. As such attorney, Dorsey has performed various

legal services for the Committee in a very complex and contentious case. Prior to the case, the

Debtor restructured its organization creating several interlocking entities, each of which was owned

and operated by Daniel E. Leckrone and in some cases managed by his son Mac Leckrone and his

daughter Susan Anhalt. Aside from the distrust of creditors engendered by the Debtor’s pre-petition

actions and familial structure, Applicant’s efforts have been significantly complicated due to the

involvement of an abundance of interested parties including secured and unsecured creditors,

insiders, licensees, licensors, patent inventors and owners, contract counterparties, litigants, service

providers and the United States Trustee, among other parties. Despite all of this, the case resulted in

a confirmed plan supported by both the Debtor and the Committee. The effort has necessitated very

large amounts of professional fees and expenses; however, such fees have been reasonable and

imperative to achieve a result which now provides creditors with an opportunity to yield substantial

returns from the Reorganized Debtor’s intellectual property rights potentially worth over $100


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million. The Committee is hopeful that the Reorganized Debtor’s operations will be successful and

that all creditors can be paid, including the administrative expenses incurred by the professionals.

Dorsey’s efforts are hereinafter set forth.

III. EMPLOYMENT AUTHORIZATION

On May 10, 2013, the Committee filed its EX PARTE APPLICATION BY OFFICIAL COMMITTEE

OF UNSECURED CREDITORS FOR ORDER AUTHORIZING EMPLOYMENT OF COUNSEL (the

“Employment Application”) which was approved by the Court’s ORDER AUTHORIZING

EMPLOYMENT OF COUNSEL BY OFFICIAL COMMITTEE OF UNSECURED CREDITORS (the “Employment

Order”) entered on May 15, 2013. Pursuant to the Employment Order, the Committee was

authorized to employ Dorsey, nunc pro tunc to April 3, 2013, on an hourly basis to, among other

things: advise the Committee with respect to its duties and powers in this bankruptcy case; consult

with the Committee and the Debtor concerning the administration of this bankruptcy case; assist in

the Committee’s investigation of the acts, conduct, assets, liabilities, and financial condition of the

Debtor, and any other matters relevant to this bankruptcy case or to the formulation of a plan; advise

and represent the Committee in connection with administrative and substantive matters arising in

this bankruptcy case; and perform any other legal services as may be required and which are in the

interests of unsecured creditors. A copy of the Employment Order is attached hereto as Exhibit “A”

and by this reference incorporated herein.

IV. APPLICANT’S ATTORNEYS’ FEES AND EXPENSES

Pursuant to this Application, Applicant seeks final approval of its attorneys’ fees and

expenses incurred in this Chapter 11 case from March 1, 2014, through August 28, 2015 (the “Final

Application Period”) in the amounts of $752,194.001 and $1,845.23, respectively. In addition,

Applicant requests final approval of its attorneys’ fees and expenses for all amounts previously

approved by the Court on an interim basis pursuant to the Court’s ORDER RE FIRST APPLICATION

FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES BY ATTORNEYS FOR OFFICIAL

1 This amount includes voluntary reductions summing to approximately $38,000 from the total

amount of $790,355.11 actually incurred by Applicant during the Final Application Period, as discussed further below. Most of these reductions are reflected in the accompanying project billing time sheets set forth in Exhibits “B” to “AA” hereto.


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COMMITTEE OF UNSECURED CREDITORS [D.E. 473] (the “First Compensation Order”) entered on

April 10, 2014. Pursuant to the First Compensation Order, the Court deferred consideration of

certain fees requested by Applicant in the amount of $292,149.50 (the “Deferred Compensation”)2.

By this Application, Applicant also requests allowance and final approval of such Deferred

Compensation. Finally, Applicant requests entry of an order authorizing and directing the Debtor to

pay Applicant its allowed fees and costs as awarded by the Court.

V. ASSETS OF THE BANKRUPTCY ESTATE3

The Committee is informed and believes that the Debtor’s assets includes various claims,

rights, and general intangibles, the value of which the Debtor has contended is impossible to

estimate with precision. Assuming that its various patent portfolios can be fully commercialized

through licensing programs for clients and infringement suits against violators over time, the Debtor

has contended during this bankruptcy case that its assets are worth in excess of $100 million. The

Debtor’s operations have been severely undermined due to the pendency of the Chapter 11 Case and

have resulted in less revenue and more expenses than expected. The Committee’s goal was to see

the Debtor emerge from Chapter 11 so that normal operations could resume. From the Committee’s

perspective, the intransigence of and aggressive demands made by the Debtor under its pre-petition

management unduly delayed confirmation of a plan. While significant hurdles remain, the

Committee is hopeful that the Reorganized Debtor’s operations will become profitable and result in

payment to holders of all administrative, secured and unsecured claims.

Under the JOINT PLAN OF REORGANIZATION BY OFFICIAL COMMITTEE OF UNSECURED

CREDITORS AND DEBTOR (JANUARY 8, 2015) (the “Joint Plan”), the Committee’s Professionals and

the Debtor’s Professionals have agree that their allowed fees and costs will be paid from the

“Administration Contribution Fund” (as established under and defined in the Joint Plan), which will

2 The amount of the Deferred Compensation is equal to 25% of the total fees requested in Applicant’s first fee application and was deferred pursuant to the United States Trustee’s request and agreed to by Applicant.

3 The Debtor’s monthly operating report for the month ending March 2015, filed with the Court on June 22, 2015 [D.E. 687] (the “March MOR”) is the most recently filed operating report filed by the Debtor. Applicant is informed that Debtor’s counsel, Binder & Malter, LLP (“Binder & Malter”) will be filing an application for compensation to be heard concurrent with this Application, which will likely provide updated information with respect to the bankruptcy estate’s assets and liabilities.


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be funded from 50% of the gross proceeds received by the Debtor from its operations.4

VI. ESTIMATED ACCRUED EXPENSES OF ADMINISTRATION

The March MOR shows that administrative expenses, which include accrued fees of certain

professionals retained in the bankruptcy case5, patent prosecution and maintenance fees and “other

professional fees,” total $5,701,740.

VII. CASE BACKGROUND AND STATUS

The history of and developments in this bankruptcy case are described in various case filings

including Applicant’s FIRST APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES

BY ATTORNEYS FOR OFFICIAL COMMITTEE OF UNSECURED CREDITORS [D.E. 465] filed on March 19,

2014 (the “First Interim Fee Application”), and the DISCLOSURE STATEMENT RE: JOINT PLAN OF

REORGANIZATION BY OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND DEBTOR (JANUARY 8,

2015) [D.E. 638]. In addition, the following is provided to summarize developments during the

Final Application Period.

The Debtor commenced its Chapter 11 case on March 20, 2013. Since its retention in the

case, Applicant, on behalf of and at the instruction of the Committee, has been actively involved in

all critical matters during this case. The Committee, with Applicant’s guidance and assistance, has

played an integral role throughout the case investigating and evaluating estate assets, monitoring the

Debtor’s disposition of cash and other estate assets, establishing a protocol allowing for Committee

input in proposed settlements with third-parties as to the Debtor’s patent infringement claims, and

engaging the Debtor in negotiations about its reorganization efforts, operations and proposed plan.

Due to the Debtor’s unique business structure and its revenue generation model, Applicant

has been required to perform substantial research and analysis and to engage numerous parties in

discussions and negotiations, in order to best effectuate a model to maximize the likelihood of a

recovery for the creditor body. Applicant’s efforts have been significantly complicated due to the

involvement of an abundance of interested parties including secured and unsecured creditors,

4 Post-effective date fees and costs incurred by Applicant will be paid from proceeds of the

Reorganized Debtor’s operations pursuant to the notice procedure set forth in the Joint Plan. 5 The March MOR lists professional fees, which presumably include the accrued fees of Applicant

and Binder & Malter, at $4,416,859.


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insiders, licensees, licensors, patent inventors and owners, contract counterparties, litigants, service

providers and the United States Trustee, among other parties. The relationships between and among

many of these parties have been colored by historical confrontation, mistrust, and, in certain

instances, litigation, but the parties have been and, in some instances, remain imperative to the

company and its reorganization efforts. Thus, while the Committee and the Debtor had proposed

competing plans of reorganization during the cases, Applicant, on behalf of the Committee,

expended substantial time and resources over numerous months during the Final Application Period

in negotiating and finally reaching agreement with the Debtor, its insiders, and numerous other

constituents, on terms which are embodied in the Joint Plan filed by the Debtor and the Committee.

Related thereto, Applicant brokered numerous resolutions of issues between myriad parties, and

analyzed and drafted documents ancillary to the Joint Plan. Pursuant to the Joint Plan, among other

things, the Debtor’s management was replaced by Committee-approved representatives, and the

Debtor’s insiders agreed to subordinate heir substantial claims to the claims of general unsecured

creditors. In view of the enormous number of hurdles, competing interests, viewpoints and

constantly-evolving parts during the case, Applicant believes that the Joint Plan represents a

monumental accomplishment.

Also during the Final Application Period, Applicant continued to monitor, inquire and

provide input with respect to the Debtor’s activities, including its litigation and patent

commercialization activity, use of cash collateral and disposition of assets, while providing reports

to the Committee on all such activities. Since confirmation of the Joint Plan, Applicant, on behalf of

the Committee, has maintained a substantial role in ensuring the Debtor’s and associated parties’

compliance with the terms of the Joint Plan, including facilitating discussions among parties with

respect to agreements related to the management of TPL’s licensing activities, a process which has

been arduous and is ongoing. Applicant also has assisted in effecting the transition of the business to

new management. Post-confirmation, numerous issues and impediments have lingered, and

Applicant has endeavored, and continues to endeavor, to jumpstart the company’s licensing activities

to the extent possible, and to generate revenue for the estate as contemplated by the Joint Plan.

In light of the foregoing, Applicant believes that its services provided during the Final


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Application Period and during the entirety of the case, have provided a discernible benefit to general

unsecured creditors in this case. Applicant respectfully requests that the Application be approved.

VIII. PROJECT BILLING.

Dorsey has included the following project billing categories in this Application:

A. Case Administration.

This project billing category includes matters of a general nature that do not fit more

logically in another more discrete project billing category, or fall into multiple discrete project

billing categories and are not easily separable. Such matters include those related to status

conferences, the creditor reserve account and press releases issued during the Final Application

Period.

In addition, in view of the number of filings, lengthy negotiations and resulting dynamic

developments, and multitude of parties in play, careful monitoring of events and deadlines and

effective management of the information flow in this case has been imperative to the efficient

administration of the case. Thus, it has been important for Committee counsel to stay abreast of all

matters and issues arising in the case, to direct the appropriate resources to such issues and matters,

and to craft the Committee’s strategy in relation thereto. In this regard, Applicant evaluated filings,

reports and correspondences regarding various matters, including judicial proceedings both inside

and outside of bankruptcy court, and prepared and updated detailed memoranda regarding the

evolving status, strategies and action items in the case. Applicant also engaged the Debtor and its

representatives and third parties regarding such matters. Applicant’s time incurred with respect to

all of the foregoing comprises this category.

Project Summary

Attorneys’ fees related to this project billing category are set forth and described in detail in

Exhibit “B” hereto and by this reference incorporated herein, which exhibit identifies the individual

professionals who performed specific services and can be summarized as follows:

/ / /

/ / /

/ / /


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Professional hours expended:

Attorney Hours Rate Amount John Walshe Murray 11.60 $ 670.00 $ 7,772.00 Robert A. Franklin 50.10 $ 510.00 $ 25,551.00 Stephen O’Neill 5.10 $ 520.00 $ 2,652.00 Totals 66.80 $ 35,975.00

B. Operations of TPL

This project billing category includes matters relating to post-confirmation day to day

operations of the Debtor, including preparation of budgets, status reports from the Debtor’s new

management, review of engagement letters from litigation counsel and conferences with the

Committee.

Project Summary


Exhibit “C” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount Adam Floyd 8.50 $ 600.00 $ 5,100.00 Robert A. Franklin 25.60 $ 510.00 $ 13,056.00 Thomas T. Hwang 9.00 $ 420.00 $ 3,780.00 Totals 43.10 $ 21,936.00

C. Turnover of Patent Commercialization Information to PDS

This project billing category includes matters regarding the implementation and enforcement

of the AMENDED ALLIACENSE SERVICES AND NOVATION AGREEMENT on July 23, 2014 (the

“Novation Agreement”). The Novation Agreement attempts to resolve disagreements between

Phoenix Digital Systems (“PDS”) and its vendor Alliacense, LLC (“Alliacense”) regarding

commercialization of the Moore Microprocessor Patent portfolio (the “MMP Portfolio”), a critical

component to the success of the Plan. Under the Novation Agreement, the MMP Portfolio was split

50-50 between Alliacense and a second licensing agent. Alliacense was obligated to turn over all

names of all potential infringers in order to split the universe of potential infringers and provide


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work product necessary for the second licensing agent to commercialize its half of the portfolio.

Alliacense has continually delayed producing the list of names and ultimately has refused to turn

over the work product, despite PDS having paid for it. Applicant has reviewed the underlying and

predecessor documents, the Novation Agreement and has monitored PDS’ efforts to obtain the

required information. Applicant, on behalf of the Committee, has met with TPL, a joint venturer in

PDS, to strategize and provide comments to the TPL Board on potential actions. Prior to the

Effective Date and continuing through the post-Effective Date period, Applicant has researched,

prepared and anticipates filing a motion for order in aid of implementation of the Plan under 11

U.S.C. 1142(b), requesting the Court to order Alliacense to turn over the required information.

Project Summary


Exhibit “D” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray .20 $ 670.00 $ 134.00 Robert A. Franklin 22.10 $ 510.00 $ 11,271.00 Thomas T. Hwang 2.60 $ 420.00 $ 1,092.00 Totals 24.90 $ 12,497.00

D. Internal Communications and Case Management.

In a case of this nature, involving a unique business model based on an unpredictable and

limited revenue stream and the perceived misconduct by the Debtor’s management to the detriment

of creditors, it is crucial for Committee counsel to monitor all of the Debtor’s operations, decisions,

and proposed use of estate assets, to examine all matters and issues arising in the case, and to

develop and communicate options for the Committee’s strategy in relation thereto.

This category encompasses Applicant’s fees incurred during the Final Application Period

related to Applicant’s organization and “team” meetings in this case to delegate, coordinate and

prioritize assignments. In a case with this makeup, involving an unpredictable and limited revenue

stream and perceived misconduct by the Debtor’s management, Applicant believes such meetings


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have been necessary to the efficient and economical administration of the case to (i) ensure that all

attorneys involved in the case understand, appreciate and provide input as to the overall case strategy

and the ultimate goals of the Committee and its constituents, (ii) effectively delegate those matters

which can be most economically handled by junior attorneys with lower hourly billing rates while

providing the necessary guidance and support to such junior attorneys regarding their assignments,

(iii) ensure that the efforts of all attorneys working on the case complement each other without waste

or duplication, (iv) certify that all matters are addressed and communicated and explained to the

Committee whenever necessary. Because careful and effective management of information and

development of strategies are key to the efficient and thorough administration and ultimate success

of the case, Applicant believes the internal meetings have been beneficial and imperative during this

case.

Project Summary


Exhibit “E” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 1.50 $ 670.00 $ 1,005.00 Stephen O’Neill .30 $ 520.00 $ 156.00 Robert A. Franklin 1.00 $ 510.00 $ 510.00 Thomas T. Hwang 11.00 $ 420.00 $ 4,620.00 Totals 13.80 $ 6,291.00

E. Communications With Committee.

This project billing category includes all of Applicant’s attorneys’ fees incurred with respect

to communications with the Committee, individual Committee members and their representatives in

the case, which do not fit within a more discrete project billing category, or fall into multiple discrete

project billing categories and are not easily separable, including matters regarding the Debtor’s

operations, case filings, the Debtor’s insiders and their conduct, and the Debtor’s legal proceedings

both in the bankruptcy and nonbankruptcy contexts.


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This category also encompasses numerous Committee meetings coordinated and managed by

Applicant, at where Applicant apprised the Committee of substantive and procedural matters arising

in the case, discussed strategy considerations, exchanged ideas, provided updates on negotiations

and facilitated the decision-making and voting of the Committee.

Project Summary


Exhibit “F” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 37.80 $ 670.00 $ 25,326.00 Adam Floyd 3.70 $ 600.00 $ 2,220.00 Robert A. Franklin 101.50 $ 510.00 $ 51,765.00 Thomas T. Hwang 16.00 $ 420.00 $ 6720.00 Totals 159.00 $ 86,031.00

F. Committee Meeting Minutes and Summaries.

This project billing category includes Applicant’s attorneys’ fees incurred in relating to the

minutes prepared for numerous meetings with the Committee regarding general case developments

and strategy and leading up to the negotiation and filing of the joint plan with the Debtor. This

category includes the drafting of meeting minutes, communications with Committee members

regarding the minutes and meetings, and evaluation of the minutes in guiding case decisions and

action items. The detailed minutes of each meeting have provided the basis to identify and address

issues and Committee viewpoints, share internal information, report on case developments,

memorialize Committee decisions, and determine the direction of how to progress. Accordingly, the

detailed minutes of meetings establish the foundation for the Committee’s fluid strategies in the

case.

Project Summary


Exhibit “G” hereto and by this reference incorporated herein, which exhibit identifies the individual


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Attorney Hours Rate Amount John Walshe Murray 3.20 $ 670.00 $ 2,144.00 Robert A. Franklin .90 $ 510.00 $ 459.00 Thomas T. Hwang 32.60 $ 420.00 $ 13692.00 Totals 36.70 $ 16,295.00

G. Communications With Debtor (Generally).

This project billing category comprises communications between Applicant and the Debtor

and its representatives during the Application Period which do not fit within a more discrete project

billing category or fit into multiple project billing categories and are not easily separable, including

communications regarding such matters as the Debtor’s negotiations, litigation, and proposed

resolutions with third parties, and general matters about the bankruptcy case and the company’s

operations.

Project Summary


Exhibit “H” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 3.80 $ 670.00 $ 2,546.00 Robert A. Franklin 8.60 $ 510.00 $ 4,386.00 Thomas T. Hwang 2.50 $ 420.00 $ 1,050.00 Totals 14.90 $ 7,982.00

H. Transition to New Management

This project billing category includes matters related to the transition from the prior

management structure of TPL to a board comprised of Committee members or their designees and a

new CEO appointed by the board. In this regard, Applicant reviewed the Debtor’s operating

agreement, revised the agreement to comply with the provisions of the Plan, and conferred with the

Committee regarding appointments to the board, compensation for the Board members and the new


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CEO, and identification of and interviews with potential candidates.

Project Summary


Exhibit “I” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 1.50 $ 670.00 $ 1,005.00 Adam Floyd 2.90 $ 600.00 $ 1,740.00 Robert A. Franklin 48.00 $ 510.00 $ 24,480.00 Thomas T. Hwang 9.70 $ 420.00 $ 4,074.00 Totals 62.10 $ 31,299.00

I. Communications With Third Parties.

This project billing category includes communications between Applicant and other parties

in interest in the case which do not fit within a more discrete project billing category or fit into

multiple project billing categories and are not easily separable, including communications with third

parties such as patent owners, Patriot Scientific Corp., and Alliacense, and/or their respective

representatives, regarding various issues arising in the cases, and responding to inquiries from

creditor, vendor and government agencies.

Project Summary


Exhibit “J” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 6.90 $ 670.00 $ 4,623.00 Adam Floyd 1.20 $ 600.00 $ 720.00 Robert A. Franklin 2.90 $ 510.00 $ 1,479.00 Thomas T. Hwang 3.80 $ 420.00 $ 1,596.00 Totals 14.80 $ 8,418.00


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J. Employment of Professionals by Debtor.

Under this project billing category, Applicant incurred fees pertaining the Debtor’s

employment of professionals in the bankruptcy case, including the employment of new special

litigation and local counsel, and the expansion and modification of the scope of employment of

current counsel. Applicant communicated with the Debtor’s representatives and evaluated various

employment-related pleadings to ascertain the necessity of the proposed employment in view of the

estate’s waning and limited assets and concerns about unnecessary disposition of such assets and

litigation. Applicant also negotiated the terms of employment of certain counsel with the Debtor’s

representatives to ensure against the incurrence of wasteful and unnecessary professional expenses.

Towards these ends, Applicant researched, outlined potential issues and reported on the proposed

employment of all such professionals to the Committee. Applicant’s fees incurred in relation to

these matters are included in this category

Project Summary


Exhibit “K” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 2.20 $ 670.00 $ 1,474.00 Robert A. Franklin 1.30 $ 510.00 $ 663.00 Thomas T. Hwang 7.80 $ 420.00 $ 3,276.00 Totals 11.30 $ 5,413.00

K. Financial Pleadings.

This project billing category encompasses Applicant’s review and analysis of the Debtor’s

monthly operating reports and other financial documents and communications with the Debtor’s

representatives, the United States Trustee and other parties, all of which have been important in view

of the Committee’s concerns with the Debtor’s deficient financial performance during the case and

payments to insiders and affiliates have been a theme throughout the case. In addition, during the

bankruptcy cases, the Debtor and the Committee agreed to deposit certain settlement proceeds into


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an account managed by Applicant on behalf of the Committee. This category includes Applicant’s

fees incurred in managing and reporting on the creditor fund account.

Project Summary


Exhibit “L” hereto and by this reference incorporated herein, which exhibit identifies the individual




L. Investigation and Diligence re Debtor.

This project billing category includes matters relating to the Committee’s continuing

investigation of the prior history of the Debtor and certain insiders, and its dealings with affiliates.

Project Summary


Exhibit “M” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 3.20 $ 670.00 $ 2,144.00 Robert A. Franklin .30 $ 510.00 $ 153.00 Thomas T. Hwang 2.10 $ 420.00 $ 882.00 Gretchen Walker 1.50 $ 255.00 $ 382.50 Totals 7.10 $ 3,561.50

M. Relief From Stay.

This project billing category includes reviewing and evaluating a motion for relief from stay

to allow arbitration proceedings to be instituted against TPL in connection with the appointment of a

third member to the PDS management committee.


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Project Summary


Exhibit “N” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount Robert A. Franklin 2.10 $ 510.00 $ 1,071.00 Totals 2.10 $ 1,071.00

N. Executory Contracts and Licenses.

This project billing category includes matters relating to objections and concerns raised by

certain licensees regarding the effect of the proposed plans of reorganization by the Committee and

the Debtor as well as the Joint Plan. Applicant reviewed and discussed these concerns with the

licensees and negotiated language that was ultimately accepted and included within the confirmed

Joint Plan as well as commitment letters from the owners of intellectual property.

Project Summary


Exhibit “O” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 4.60 $ 670.00 $ 3,082.00 Robert A. Franklin 13.20 $ 510.00 $ 6,732.00 Thomas T. Hwang .60 $ 420.00 $ 252.00 Totals 18.40 $ 10,066.00

O. Compensation of Professionals.

This project billing category covers Applicant’s fees incurred relative to the compensation of

all professionals employed in the bankruptcy case including relative to the Applicant’s preparation

of the First Interim Fee Application which fees approximate $18,570 representing 2.47% of the total


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compensation requested in this Application6. Combined with the fees incurred in this category in the

First Fee Application (totaling $38,496.00), this represents 4.9% of the total compensation requested

in the First Fee Application.

In addition to the foregoing, because Applicant agreed to defer payment on some of its fees

to enable the Debtor to successfully reorganize and to enhance the Debtor’s ability to pay creditors,

Applicant conducted analysis regarding its fees, the Debtor’s performance and the proposed terms of

the Joint Plan, held internal meetings, and engaged in discussions with the Debtor and other parties.

Applicant’s fees incurred in this respect are included in this category.

Project Summary


Exhibit “P” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 24.10 $ 670.00 $ 16,147.00 Robert A. Franklin 25.80 $ 510.00 $ 13,158.00 Thomas T. Hwang 41.10 $ 420.00 $ 17,262.00 Erin Knapp .20 $ 300.00 $ 60.00 Sandra Bloomer .30 $ 165.00 $ 49.50 Totals 91.50 $ 46,676.50

P. Settlements and Licensing.

This project billing category includes matters relating to settlement negotiations, settlement

approval and calculation of waterfalls showing ultimate proceeds to be received by the Debtor, in

conjunction with the Debtor’s patent commercialization activity. Applicant conferred with the

Committee and the settlement sub-committee, evaluated various settlement offers and interfaced

with the Debtor regarding information required and merits of the cases.

/ / /

6 Applicant did not incur fees relative to the preparation of this Application during the Final

Application Period.


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Project Summary


Exhibit “Q” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 23.60 $ 670.00 $ 15,812.00 Adam Floyd 10.10 $ 600.00 $ 6,060.00 Robert A. Franklin 20.20 $ 510.00 $ 10,302.00 Thomas T. Hwang 5.60 $ 420.00 $ 2,352.00 Totals 59.50 $ 34,526.00

Q. ‘549 Patent Matters.

This project billing category includes matters related to the ‘549 patent, one of the patents

included in the CORE Flash portfolio. In connection with requests to use cash collateral, the Debtor

requested that it be allowed to pay large amounts to Alliacense in connection with an appeal from an

adverse judgment directed against the ‘549 patent. As was its wont in dealings with the Committee,

Alliacense initially provided incomplete information as to the merits of the appeal and the value of

the patent. Applicant spent a large amount of time attempting to get Alliacense to provide a

complete picture, which Alliacense resisted while contending at the same time that an immediate

decision needed to be made and that it would not work on the matters necessary to appeal until it

was paid. Applicant reviewed what information was provided and consulted with the Committee,

whose members also had reviewed and who had consulted with industry experts. The Committee

ultimately decided that the appeal was not worth the expenses involved. Applicant assisted the

Committee in ultimately agreeing to a stipulation abandoning the ‘549 Patent back to the owner of

the intellectual property.

Project Summary


Exhibit “R” hereto and by this reference incorporated herein, which exhibit identifies the individual



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Attorney Hours Rate Amount Stephen T. O’Neill .50 $ 520.00 $ 260.00 Adam Floyd 4.20 $ 600.00 $ 2,520.00 Robert A. Franklin 34.80 $ 510.00 $ 17,748.00 Thomas T. Hwang 6.30 $ 420.00 $ 2,646.00 Totals 45.80 $ 23,174.00

R. Cash Collateral.

This project billing category includes Applicant’s review and investigation of various

proposed budgets prepared by the Debtor, and discussions and negotiations relative to the individual

line items contained therein.

Project Summary


Exhibit “S” hereto and by this reference incorporated herein, which exhibit identifies the individual




S. Negotiations With Debtor.

This project billing category includes negotiations conducted between the Debtor and the

Committee following the conclusion of the mediation with Judge Montali. In this regard, Applicant

conferred with the Committee regarding strategy in attempting to reach a consensual plan and

conducted numerous and laborious negotiations with the Debtor in an effort to reach a compromise.

Applicant prepared various memoranda regarding multiple issues, reviewed and responded to

numerous correspondences from Committee members, reviewed and conferred with the Committee

regarding proposals and counter proposals, drafted settlement proposals and a term sheet, and

conducted negotiations regarding the contents of the term sheet. Applicant was ultimately successful


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in reaching agreement on the term sheet and on the contents of the Joint Plan.

Project Summary


Exhibit “T” hereto and by this reference incorporated herein, which exhibit identifies the individual




T. Committee’s Plan.

This project billing category covers Applicant’s attorneys’ fees relative to the OFFICIAL

COMMITTEE OF UNSECURED CREDITORS’ PLAN OF REORGANIZATION (DATED FEBRUARY 14, 2014)

filed by the Committee. Among other things, Applicant evaluated confirmation issues, responded to

questions from Committee members and third parties regarding the Committee’s proposed plan,

completed an analysis regarding its terms vis-à-vis those proposed by the Debtor and took

preliminary steps towards implementing certain provisions necessary for the proposed plan’s

execution.

Project Summary


Exhibit “U” hereto and by this reference incorporated herein, which exhibit identifies the individual




/ / /


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U. Committee’s Disclosure Statement.

This project billing category comprises attorneys’ fees incurred by Applicant pertaining to

the DISCLOSURE STATEMENT FOR OFFICIAL COMMITTEE OF Unsecured CREDITORS’ PLAN OF

REORGANIZATION (DATED FEBRUARY 14, 2014). As the Committee and the Debtor continued

negotiations during the Application Period on their competing plans, Applicant conferred with

Debtor’s counsel, the United States Trustee and other parties in interest regarding the status of the

disclosure statement and other matters set for omnibus hearing concomitantly. To permit

negotiations to continue, the Debtor and the Committee continued the omnibus hearing on the

disclosure statement (among other matters) on three occasions and drafted notices, appeared at

hearings and communicated with the Court and other parties. Applicant’s fees related to the

foregoing are included in this category.

Project Summary


Exhibit “V” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 1.10 $ 670.00 $ 737.00 Robert A. Franklin .10 $ 510.00 $ 51.00 Thomas T. Hwang 2.80 $ 420.00 $ 1,176.00 Totals 4.00 $ 1,964.00

V. Trustee/Contempt Motion.

This project billing category includes matters relative to the Committee’s motion to appoint a

Chapter 11 Trustee as more fully described in the First Interim Application, including the

consideration of arguments and evidence, and communications related thereto. The Court continued

the Committee’s motion during the Final Application Period given the progress made toward

confirmation of a Joint Plan.

Project Summary



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Exhibit “W” hereto and by this reference incorporated herein, which exhibit identifies the

individual professionals who performed specific services and can be summarized as follows:


Attorney Hours Rate Amount John Walshe Murray 6.80 $ 670.00 $ 4,556.00 Robert A. Franklin 3.50 $ 510.00 $ 1,785.00 Thomas T. Hwang .50 $ 420.00 $ 210.00 Totals 10.80 $ 6,551.00

W. Charles Moore Trustee Motion

This project billing category includes review and analysis of a motion to appoint a Chapter

11 Trustee filed by Charles Moore, a co-inventor of the patents comprising the MMP Portfolio. In

this regard, Applicant conferred with the Committee regarding its contents and strategy relative to

the Committee’s response and whether the motion advanced the goal of eventual payments to

creditors. Applicant conferred with counsel to Mr. Moore in an attempt to work together towards

mutual goals in the case. Applicant prepared and filed opposition to the motion. The Court

ultimately denied the motion.

Project Summary


Exhibit “X” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount Robert A. Franklin 10.70 $ 510.00 $ 5,457.00 Thomas T. Hwang 12.20 $ 420.00 $ 5,124.00 Totals 22.90 $ 10,581.00

X. Claims.

This category covers Applicant’s fees incurred with respect to the evaluation and claims

asserted in the cases, including the analysis of claims based on varying scenarios of proposed

negotiated treatments and the preparation of reports related thereto. Applicant’s fees communicating


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with claimants regarding their claims also are contained in this category.

Project Summary


Exhibit “Y” hereto and by this reference incorporated herein, which exhibit identifies the individual



Attorney Hours Rate Amount John Walshe Murray 1.50 $ 670.00 $ 1,005.00 Robert A. Franklin .10 $ 670.00 $ 51.00 Thomas T. Hwang 3.20 $ 420.00 $ 1,344.00 Totals 4.80 $ 2,400.00

Y. Patriot Scientific Corp.

This project billing category includes matters related to Patriot Scientific Systems in its

capacity as a joint venturer with TPL in PDS. In this regard, Applicant communicated with Patriot

and its counsel regarding negotiations conducted in the preparation of the Joint Plan, efforts to

resolve management issues, negotiations regarding Patriot’s objection to the Joint Disclosure

Statement, and implementation of the Joint Plan.

Project Summary


Exhibit “Z” hereto and by this reference incorporated herein, which exhibit identifies the individual




Z. Joint Plan and Disclosure Statement.

After reaching tentative agreement with the Debtor, in addition to other parties, to address

copious issues, Applicant embarked on the monumental task of preparing, with the Debtor, the Joint


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Plan and Joint Disclosure Statement. This process was arduous and complex, fluctuating as the

parties continued negotiations over a period spanning over 11 months, involving substantial

financial, technical and legal analysis and projection, and requiring constant negotiations with

licensees, patent owners, affiliates, insiders, secured creditors, professionals, and the United States

Trustee, among others. Further, due to objections asserted by numerous parties, Applicant and

Debtor’s counsel were required to address their concerns under the parameters of developing and

proposing a confirmable plan based on an unpredictable and strategically sensitive business model.

Applicant devised and negotiated various classification schemes and treatments, mechanisms and

organizational structures to govern the reorganized company. Applicant also consulted with the

Debtor’s attorneys and agents managing commercialization and litigation as well as experts in

various relevant disciplines, and developed financial analyses to weigh the feasibility of varying

scenarios. Applicant and Debtor’s counsel ultimately prepared and filed two plans and disclosure

statements, while circulating numerous additional drafts for consideration. Applicant’s fees incurred

with respect to all of the foregoing, in addition to drafting of the Joint Plan and Disclosure

Statement, responses to formal and informal objections, related pleadings and ancillary agreements,

and all legal research and countless meetings in furtherance thereof, are included in this category

Project Summary


Exhibit “AA” hereto and by this reference incorporated herein, which exhibit identifies the



Attorney Hours Rate Amount John Walshe Murray 8.70 $ 670.00 $ 5,829.00 Adam Floyd .60 $ 600.00 $ 360.00 Stephen O’Neill 4.90 $ 520.00 $ 2,548.00 Robert A. Franklin 264.50 $ 510.00 $ 134,895.00 Thomas T. Hwang 129.50 $ 420.00 $ 54,390.00 Totals 408.20 $ 198,022.00

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AA. Charles Moore Plan and Disclosure Statement

This project billing category includes analysis and evaluation of a proposed disclosure

statement and plan of reorganization filed by Charles Moore. In this regard, Applicant conferred

with the Committee about the contents of the two proposed disclosure statements and plans filed by

Mr. Moore, and prepared and filed oppositions to both disclosure statements. Among other things,

Applicant argued that the Plan was not feasible given the interlocking constituencies affiliated with

the Debtor and litigation costs that would be necessary. The Court ultimately concluded that the

disclosure statement was inadequate and that the plan was not confirmable.

Project Summary


Exhibit “BB” hereto and by this reference incorporated herein, which exhibit identifies the



Attorney Hours Rate Amount Robert A. Franklin 42.70 $ 510.00 $ 21,777.00 Thomas T. Hwang 24.10 $ 420.00 $ 10,122.00 Totals 66.80 $ 31,899.00

IX. SUMMARIES OF BILLING CATEGORIES AND TIME

A summary of all project billing categories used by Applicant in this case, including hours of

professional time devoted to each category and the amount of attorneys’ fees incurred therefor, is

attached hereto as Exhibit “CC” and by this reference incorporated herein.

In the course of its representation of the Committee in these matters from March 1, 2014,

through August 28, 2015, Dorsey has devoted in excess of 1,465 hours of professional time in the

performance of such services, including those set forth hereinabove, as indicated on Dorsey’s Master

Time Summary, a copy of which is attached hereto as Exhibit “DD” and by this reference

incorporated herein.

As set forth in the Master Time Summary, Dorsey has incurred in excess of $752,000 in fees

in the representation of the Committee during the Final Application Period. However, this does not

include amounts which, as a matter of billing discretion, Dorsey has voluntarily reduced as set forth


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below.

Curriculum vitae for the attorneys who primarily devoted time to this matter during the Final

Application Period are attached hereto collectively as Exhibit “EE”7 and by this reference

incorporated herein. The bar admission dates for each of the attorneys who devoted time to this

matter are as follows:

John Walshe Murray June 28, 1977

Stephen T. O’Neill December 3, 1984

Adam Floyd November 4, 1994 – TX May 22, 2014 – CO

Robert A. Franklin May 9, 1980

Thomas T. Hwang February 2, 2002

X. REIMBURSEMENT OF EXPENSES.

Dorsey has also incurred expenses in the sum of $1,845.23 from March 1, 2014, through

August 28, 2015, as itemized on Exhibit “FF” attached hereto and by this reference incorporated

herein. The amounts currently charged by Dorsey for ordinary and customary expenses are as

follows:

Automobile travel:8 56.5¢ / mile

Faxes: 20¢ / page Internal photo-copying: 20¢ / copy Computerized research: actual cost Court reporters fees: actual cost Document storage & disposal: actual cost Filing fees: actual cost Lien searches: actual cost Long distance telephone: actual cost Messenger:9 actual cost

7 Exhibit “EE” does not include the curriculum vitae of John Walshe Murray who retired during the

Final Application Period and is therefore no longer practicing at Dorsey. 8 No part of the automobile travel expense requested herein is attributable to travel by a professional,

a paraprofessional or other staff members, regardless of the day of the week or time of the day, between his or her residence and principal place of business. The mileage reimbursement rate is in conformity with the amount allowed by the Internal Revenue Service.

9 Dorsey utilizes a messenger service only when circumstances warrant same day delivery or when the article delivered is of such import that its safe and timely delivery cannot be entrusted to the United States Postal Service.


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Other travel (e.g. airfare): actual cost Outside photo-copying: actual cost Overnight delivery:10 actual cost Parking:11 actual cost Postage: actual cost Printing: actual cost Process service: actual cost UCC Searches: actual cost Witness fees: actual cost Working meals: actual cost

XI. PRIOR COMPENSATION.

The Committee has agreed that Dorsey shall be compensated for services and reimbursed for

expenses from the estate, subject to the Court’s approval, pursuant to Sections 328, 330, 331, 503,

and 507 of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedures, applicable Local

Rules, and the fee guidelines promulgated by the Court. This is Dorsey’s second application for

compensation in the case. Pursuant to the First Compensation Order, the Court allowed attorneys’

fees in the sum of $876,448.50 (the “Interim Fee Award”) and expenses in the sum of $5,312.17

(together with the Interim Fee Award, the “Interim Award”) to Dorsey incurred in its representation

of the Committee from April 3, 2013 through February 28, 2014. Dorsey has been paid the sum of

$575,000 on account of the Interim Fee Award. Dorsey did not receive any prior compensation from

the estate, the Committee or otherwise in connection with this case.

XII. VOLUNTARY REDUCTIONS.

In the exercise of its billing discretion, Applicant has written off thousands of dollars of its

fees incurred in the First Application Period. In addition, Dorsey has waived the amount of $38,000

or almost 5% for services billed during the Final Application Period. For the most part, these

reductions are set forth in the project billing categories attached as Exhibits “B” through “AA”.

Furthermore, during the course of the Debtor’s bankruptcy case, Applicant increased its billing rates

as a standard periodic adjustment pursuant to firm-wide practice. However, Applicant did not apply

10 Dorsey utilizes overnight delivery services only when circumstances warrant delivery faster than can be achieved by first class mail.

11 No part of the parking expense requested herein is attributable to parking for professionals, para-professionals or other staff members at their principal place of business regardless of the day of week or time of the day.


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increased billing rates in this matter and charged the same rates during the entire Final Application

Period.

XIII. SOURCE OF COMPENSATION.

The source of compensation to be paid to Applicant is cash held by the Debtor or generated

by the Reorganized Debtor after the Effective Date. As noted above, the Joint Plan provides that

administrative claims by the Professionals will be paid from the Administrative Contribution Fund to

which the Reorganized Debtor will contribute 50% of its gross proceeds until all Professionals are

paid. Applicant is informed that Debtor’s counsel Binder and Malter will be filing an application for

compensation to be heard concurrent with this Application, which will likely provide updated

information with respect to the bankruptcy estate’s assets and liabilities. As set forth above, the

Debtor has contended during this bankruptcy case that its assets are worth in excess of $100 million.

XIV. NO SHARING OF COMPENSATION

No compensation previously received by Dorsey has been shared with any other person, and

no agreement or understanding exists between Dorsey and any other person for the sharing of

compensation received or to be received for services rendered in, or in connection with, this case,

except with the regular members and associates of Dorsey.

XV. UNPAID CHAPTER 11 EXPENSE OF ADMINISTRATION CLAIMS

Applicant is informed and believes that, in addition to the claim of Applicant set forth

herein, unpaid Chapter 11 expense of administration claims include those of the Debtor’s

professionals, including its bankruptcy counsel. In addition, administrative claims asserted by

certain insiders and affiliates of the Debtor, including owners of the Debtors intellectual property,

are subordinated under the Joint Plan to claims of general unsecured creditors.

XVI. LEGAL STANDARD FOR DETERMINING REASONABLE COMPENSATION

Section 330(a)(1) authorizes “reasonable compensation for actual, necessary services

rendered” by a professional. 11 U.S.C. § 330(a)(1). Section 330(a)(3), which outlines the factors a

court shall consider when determining what is reasonable compensation for services rendered,

provides:

In determining the amount of reasonable compensation to be awarded to a . . .


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professional person, the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including –

(A) the time spent on such services; (B) the rates charged for such services; (C) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under this title; (D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; (E) with respect to a professional person, whether the person is board certified or otherwise has demonstrated skill and experience in the bankruptcy field; and (F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under this title.

11 U.S.C. § 330(a)(3).

Pursuant to section 330(a)(4)(A), a bankruptcy court shall not award fees if the services

rendered were unnecessarily duplicative. Additionally, the court may not award compensation if the

services rendered were not reasonably likely to benefit the estate or were unnecessary for the

administration of the estate. 11 U.S.C. § 330(a)(4)(A).

Typically with respect to a debtor’s professionals, a determination as to the reasonableness of

requested fees will include following inquiries:

(a) Were the services authorized?

(b) Were the services necessary or beneficial to the administration of the estate at the

time they were rendered?

(c) Are the services adequately documented?

(d) Are the fees requested reasonable, taking into consideration the factors set forth in

section 330(a)(3)?

(e) Did the professional exercise reasonable billing judgment?

Roberts, Sheridan & Kotel, P.C. v. Bergen Brunswig Drug Co. (In re Mednet), 251 B.R. 103, 108


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(9th Cir. BAP 2000), cited with approval in Leichty v. Neary (In re Strand), 375 F.3d 854, 860 (9th

Cir. 2004).

SERVICES WERE AUTHORIZED.

In this case, the Court authorized Applicant’s employment pursuant to the Employment

Order entered on May 15, 2013. The services performed by Applicant are compensable as they are

properly charged legal services, as opposed to administrative or otherwise non-legal services. See

Unsecured Creditors’ Comm. v. Puget Sound Plywood, Inc., 924 F.2d 955, 958 (9th Cir. 1990).

SERVICES WERE NECESSARY TO ADVANCE THE INTERESTS OF UNSECURED CREDITORS.

As set forth above in the factors delineated in Mednet (specifically factor “(b)”), a

professional seeking compensation under section 330(a) must demonstrate that services provided

were necessary or beneficial to the administration of the estate at the time they were rendered. This

factor, however, applies to a debtor’s professionals and not those of a committee because a

committee does not represent the interests of a bankruptcy estate. See In re SPM Mfg. Corp., 984

F.2d 1305, 1315 (1st Cir. 1993) (“…the committee is a fiduciary for those whom it represents, not

for the debtor or the estate generally.). Therefore, it is inherently the case that a committee’s

professionals, while fulfilling their duties to their constituents, often will not be able to demonstrate

a benefit to the estate. In fact, as one court has pointed out, strict adherence to a requirement that

there be demonstrable “benefit to the estate” could lead to an absurd result in the instance, for

example, where a creditor committee’s professionals incur fees for efforts directed towards the

allocation of limited estate assets to creditors. In re Thrifty Oil Co., 205 B.R. 1009, 1019 (Bankr.

S.D. Cal. 1997).

It is therefore more appropriate to inquire whether the services rendered by a committee’s

professionals advanced the interests of its constituents. 3 Collier on Bankruptcy P330.03 (Alan N.

Resnick & Henry J. Sommer eds., 16th ed.); see also, e.g., In re Gadzooks, Inc., 352 B.R. 796, 812

(Bankr. N.D. Tex. 2006) (fees awarded to equity committee counsel for efforts towards plan of

reorganization that provided value for equity security holders via a rights offering; fees disallowed

for amounts incurred after it became apparent that the plan would not be pursued and equity security

holders could no longer benefit). This would include necessary services which “are those rendered


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to the committee in connection with the committee’s performance of its functions under 11 U.S.C. §

1103(c).” In re Lifschultz Fast Freight, 140 B.R. 482, 485 (Bankr. N.D. Ill. 1992). They are,

however, not limited to services provided under a strict reading of section 1103(c)12. The court in

Thrifty Oil, proffered a more sensible approach:

Perhaps the better approach to testing the “benefit” of services by an OCC’s professional is to determine whether those services -- even those in furtherance of the OCC’s 1103(c) duties -- were intended to increase the value of the return to the committee constituency and were reasonably anticipated to do so when rendered. Investigation of a debtor should not be undertaken unless it is reasonably believed necessary to achieve a benefit, avoid a loss, or assist in effective bargaining on the constituency’s behalf. It should not be undertaken where it unnecessarily duplicates other services. By taking this approach to evaluating the “benefit” of services by an OCC’s professionals, those professionals would be able to properly represent the committee without being concerned about monetary benefit to the estate.

Thrifty Oil Co., supra, 205 B.R. at 1019.

Two salient points should be noted from Thrifty Oil Co. First, the inquiry as to the

reasonableness of services is whether they were intended to increase the return to creditors and were

reasonably anticipated to do so when rendered. Therefore, as with the considerations of the fees

incurred by a debtor’s professionals, the standard does not examine in hindsight whether an actual

material benefit was provided, but “only that the services were ‘reasonably likely’ to benefit the

estate at the time the services were rendered.” In re Mednet, supra, 251 B.R. at 108; see also Lobel

& Opera v. United States Trustee (In re Auto Parts Club, Inc.), 211 B.R. 29, 35 (9th Cir. BAP 1997)

(“The policy behind § 330 is not one based on hindsight, but rather one based on an objective

determination at the time services were rendered.”); In re Drexel Burnham Lambert Group, Inc., 133

B.R. 13, 23 (Bankr.S.D.N.Y. 1991) (“The Court’s benefit of ‘20/20 hindsight’ should not penalize

12 Section 1103(c) provides: A committee appointed under section 1102 of this title may— (1) consult with the trustee or debtor in possession concerning the administration of the case; (2) investigate the acts, conduct, assets, liabilities, and financial condition of the debtor, the operation

of the debtor’s business and the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of a plan;

(3) participate in the formulation of a plan, advise those represented by such committee of such committee’s determinations as to any plan formulated, and collect and file with the court acceptances or rejections of a plan;

(4) request the appointment of a trustee or examiner under section 1104 of this title; and (5) perform such other services as are in the interest of those represented.


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professionals.”). This approach is codified in section 330(a)(3)(C), which directs the court to

consider the services provided with regard to whether the services were necessary to the

administration of the case, or were beneficial to the completion of the case at the time the services

were rendered. 11 U.S.C. § 330(a)(3)(C) (emphasis added). Indeed, fees should be disallowed “only

where a Court is convinced it is readily apparent that no reasonable attorney should have undertaken

that activity or project or where the time devoted was excessive. This is especially true where, after

the fact, matters have ultimately been resolved by consent.” Drexel Burnham Lambert Group, 133

B.R. at 23. Thus, services reasonably likely to provide an identifiable, tangible and material benefit

to the estate when rendered are compensable even if they don’t ultimately provide actually such a

benefit (as long as the services are otherwise compensable under section 330(a)). Smith v. Edwards

& Hale et. al. (In re Smith), 317 F.3d 918, 926 (9th Cir. 2002), abrogated on other grounds by Lamie

v. United States Trustee, 540 U.S. 526, 531-39 (2004). In other words, section 330 does not restrict

compensation to only successful actions:

To the contrary, so long as there was a reasonable chance of success which outweighed the cost in pursuing the action, the fees relating thereto are compensable. Moreover, professionals must often perform significant work in making the determination whether a particular course of action could be successful. Such services are also compensable so long as, at the outset, it was not clear that success was remote.

In re Jefsaba, Inc., 172 B.R. 786, 799 (Bankr.E.D.Pa. 1994); see also, e.g., In re American

Metallurgical Products Co., Inc., 228 B.R. 146, 159 (Bankr.W.D.Pa. 1998) (Fact that chapter 11

plan ultimately was not confirmed does not, by itself, bar recovery of compensation for services

performed in the case.).

Second, benefit to the estate is not restricted to economic benefit only. In re Lifschultz Fast

Freight, Inc., 140 B.R. 482, 488 (Bankr.N.D.Ill. 1992) (“The issue under section 330(a) is whether

services for which compensation is sought are ‘necessary services.’ Necessary services have always

included services that aid in the administration of the case and help the client fulfill duties under

bankruptcy law, whether or not those services result in a monetary benefit to the estate.”). As the

Thrifty Oil Co. court observed, if monetary benefit “were the sole measure of compensability, an

OCC’s professionals would be constantly placed in a conflict of interest; weighing whether taking a


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position adverse to the debtor will result in a denial of fees.” Thrifty Oil Co., 205 B.R. at 1019

(citation omitted).

In this instance, it is clear that the services provided by Applicant all were calculated toward

advancing the interests of the Committee’s constituents. Due to the Debtor’s unique business model

and its numerous affiliates and insider parties, Applicant has been required to achieve a

comprehensive, encompassing examination of all of the Debtor’s transactions as well its associations

with numerous related parties. Investigation into the Debtor and its affiliates, their financial affairs

and their transactions with each other and other parties, has been necessary to fully comprehend the

Debtor’s business and its relationships, revenue sources, and expenses and other expenditures. This

has enabled the Committee to, among other things, forecast outcomes and develop an understanding

as to the viability of the company and the feasibility and likelihood of its ability to successfully

reorganize under various proposed scenarios. It also has enabled the Committee to develop and

weigh different strategies for reorganization. Because the specter of exceedingly lengthy and

expensive litigation with numerous parties vis-à-vis waning estate assets has colored the entirety of

the case, the Committee, through Applicant, has endeavored to attain a consensual resolution of

myriad contentious matters which will maximize the potential for return to creditors while avoiding

complex and unsustainable litigation. The result of Applicant’s efforts is embodied by the Joint Plan

which provides for subordination of millions in claims of insiders and Debtor affiliates, to general

unsecured claims, and for the replacement of management with oversight by individuals approved by

the Committee.

In sum, due in large part to the unique nature of the Debtor’s business and revenue sources,

the financial performance in the bankruptcy case, the erratic documentation of agreements and

contracts, the numerous parties and the intertwined relations, Applicant has devoted substantial time

and effort in services all directed towards preventing against a loss of estate assets, bargaining on

behalf of creditors or otherwise advancing the interests of creditors.

SERVICES WERE ADEQUATELY DOCUMENTED.

As detailed in the exhibits to this Application, Applicant’s time records include itemized

daily entries which reflect the activity performed, the attorney responsible, the time expended, and a


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description of the nature and substance of the work performed, and were recorded in the regular and

ordinary course of business contemporaneously with the services provided.

THE FEES REQUESTED ARE REASONABLE.

The primary method for determining reasonable compensation is the “lodestar” method,

under which the number of hours which are reasonably expended on a case are multiplied by a

reasonable hourly rate. Law Offices of David A. Boone v. Derham-Burk (In re Eliapo), 468 F.3d 592,

597 (9th Cir. 2006); Puget Sound Plywood, supra, 924 F.2d at 960.

Section 330(a)(3)(F) provides that “reasonableness” is to be measured by, among other

criteria, whether the compensation is based on “customary compensation charged by comparably

skilled practitioners in cases other than cases under this title.” 11 U.S.C. § 330(a)(3)(F). The

prevailing market rate in the community is indicative of a reasonable hourly rate. Blum v. Stenson,

465 U.S. 886, 895, n.11 (1984); In re Auto Parts Club, Inc., 224 B.R. 445, 449 (Bankr.S.D.Cal.

1998); In re Gianulias, 111 B.R. 867, 870 (E.D.Cal. 1989). In bankruptcy cases, “the hourly rate

must compare favorably to the rate that would be charged by ‘comparably skilled’ attorneys for

similar services rendered in a non-bankruptcy context.” In re Charles Russell Buckridge, Jr., 367

B.R. 191, 206 n.24 (Bankr.C.D.Cal. 2007) (citations omitted).

“There is a ‘strong presumption’ that payment of one’s standard hourly rates constitutes

‘reasonable compensation.’” In re Meronk, 249 B.R. 208, 213 (B.A.P. 9th Cir. 2000) (quoting In re

Manoa Finance Co., 853 F.2d 687, 692 (9th Cir. 1988). Accordingly, the lodestar figure is

presumed to be a reasonable fee which should only be adjusted in rare or exceptional cases.

Pennsylvania v. Del. Valley Citizens’ Council for Clean Air, 478 U.S. 546, 565 (1986)

After determining whether the hourly rates are reasonable, the court is to consider whether

the services were performed within a reasonable amount of time commensurate with the complexity,

importance, and nature of the problem, issue or task addressed. 11 U.S.C. § 330(a)(3)(D); In re

SonicBlue, Inc., 2006 Bankr. LEXIS 1576, *13 (Bankr.N.D. Cal 2006).

In this case, Applicant disclosed its hourly rates in the Employment Application which was

approved by the Employment Order. The hourly rates of Dorsey’s attorneys who predominantly

provided services during the Final Application Period range from $420.00 to $670.00, and Dorsey


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charges the same rates for bankruptcy and non-bankruptcy matters. Dorsey submits that these

hourly rates are in line with those prevailing in the San Francisco Bay Area for similar services by

attorneys of reasonably comparable skill, experience, and reputation. Moreover, the number of

hours expended by Applicant during the Final Application Period is reasonable in view of the

enormous and numerous hurdles overcome by Applicant to place the unsecured creditor body in a

position – likely the only position - where it might be able to receive meaningful distributions from

the bankruptcy case. Applicant submits that the fees requested herein are reasonable given the time

and effort expended, the responsibilities assumed, and the reputation and skill of Dorsey in the field

of bankruptcy and commercial law. As a result of Applicant’s efforts, the Reorganized Debtor is

now in a position to monetize patent portfolios that may be worth over $1 million. As such,

Applicant believes its services were reasonable and necessary.

APPLICANT EXERCISED REASONABLE BILLING JUDGMENT.

In exercising reasonable billing judgment, the professional must consider:

(1) Is the burden of the probable cost of legal services disproportionately large in relation

to the size of the estate and maximum probable recovery?

(2) To what extent will the estate suffer if the services were not rendered?

(3) To what extent may the estate benefit if the services are rendered and what is the

likelihood of the disputed issues being resolved successfully?

In re Mednet, supra, 251 B.R. at 108, n. 7, citing Puget Sound Plywood, supra, 924 F.2d at 959.

Applicant has exercised its reasonable billing judgment, having waived approximately 5% of

is fees billed during the Fina Application Period. As discussed above, in this case the potential for

value to be derived from commercialization of the Debtor’s patent rights is immense and estimated

at over $100 million. Without Applicant’s services, however, commercialization was and would

continue to be at a standstill while costly litigation and confrontation between numerous parties,

which largely now is resolved due to Applicant’s efforts, would have depleted the estate. Further,

unsecured creditors would have had no chance for recourse, subordinate to various administrative,

secured, and other claims asserted by insiders who have now subordinated their claims due to

Applicant’s efforts. All of the services provided by Dorsey were reasonable and beneficial to the


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estate at the time they were rendered, were not disproportionately large in relation to the benefit

provided, and were necessary to the successful administration of the case. In view of the time

expended, the responsibilities assumed, and the reputation and skill of Dorsey in the field of

bankruptcy and commercial law, Dorsey respectfully submits that the foregoing represents the

reasonable value of the services rendered. Dorsey believes that the services rendered were

necessary, and that the attorneys’ fees requested constitute reasonable and necessary fees expended

on behalf of the estate.

WHEREFORE, Applicant prays that this Court enter its Order (i) approving, on a final basis,

the attorneys’ fees incurred by Dorsey in its representation of the Committee from March 1, 2014,

through August 28, 2015, in the sum of $752,194.00; (ii) approving, on a final basis, reimbursement

of all expenses incurred by Dorsey in its representation of the Committee from March 1, 2014,

through August 28, 2015, in the sum of $1,845.23; (iii) approving, on a final basis, the Interim

Award in the aggregate amount of $881,760.67 ($876,448.50 + $5,312.17); (iv) approving, on a final

basis, the Deferred Compensation in the aggregate amount of $292,149.50; (v) authorizing and

directing the Debtor to pay to Dorsey the sum of $754,039.23 for services rendered and expenses

incurred from March 1, 2014, through August 28, 2015; (vi) authorizing and directing the Debtor to

pay to Dorsey the Deferred Compensation in the aggregate amount of $292,149.50; and (vii) for

such other and further relief as the Court deems just and proper.

Dated: October 26, 2015 DORSEY & WHITNEY LLP

By: /s/ Robert A Franklin Robert A. Franklin

Attorneys for Official Committee of Unsecured Creditors


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CERTIFICATION RE COMPLIANCE WITH GUIDELINES FOR COMPENSATION AND EXPENSE REIMBURSEMENT OF PROFESSIONALS

I, Robert A. Franklin, am the professional designated by Dorsey & Whitney LLP (“Dorsey”)

with the responsibility in this case for compliance with the GUIDELINES FOR COMPENSATION AND

EXPENSE Reimbursement OF PROFESSIONALS AND TRUSTEES (the “Guidelines”) promulgated by this

Court on July 8, 2004, and I hereby certify that:

(1) I have read the foregoing Application;

(2) To the best of my knowledge, information and belief, formed after reasonable

inquiry, the compensation and expense reimbursement sought herein is in conformity with the

Guidelines, except as follows:

a. The Application includes 12 project billing categories (out of a total of 27)

that exceed $20,000. Dorsey has created additional project billing categories where possible.

However, given the nature of some of the services, it was not feasible in each instance to create a

project billing category of less than $20,000. Applicant believes that the Application includes

project billing categories that are appropriate to the size and complexity of this case and for Dorsey’s

role as counsel to the Official Committee of Unsecured Creditors.

b. Dorsey has included all of its expenses on one exhibit to the Application

Exhibit “FF” rather than specifying expenses for each project billing category as it is not practical

to separate the expenses by project billing category; and

c. The results in this case generally are discussed in the Application, but the

pendency of some matters is ongoing with respect to a final tangible outcome, and therefore a

description of the “results obtained” for each project or task was not appropriate in every instance;

(3) The compensation and expense reimbursement requested are billed at rates, in

accordance with practices, no less favorable than those customarily employed by Dorsey and

generally accepted by Dorsey’s clients;

(4) All of the time records attached to this Application are accurate and were recorded in

the regular and ordinary course of business contemporaneously with the services provided; and

(5) This Application was transmitted to the Debtor with the cover letter required by the


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Guidelines, a copy of which is attached hereto as Exhibit “GG” and by this reference incorporated

herein.

I hereby certify under penalty of perjury that the foregoing is true and correct to the best of

my knowledge, information and belief formed after reasonable inquiry.

Dated: October 26, 2015 /s/ Robert A Franklin Robert A. Franklin


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EXHIBIT INDEX

EXHIBIT A EMPLOYMENT AUTHORIZATION

EXHIBIT B CASE ADMINISTRATION

EXHIBIT C OPERATIONS OF TPL

EXHIBIT D TURNOVER OF PATENT COMMERCIALIZATION INFORMATION TO PDS

EXHIBIT E INTERNAL COMMUNICATIONS AND CASE MANAGEMENT

EXHIBIT F COMMUNICATIONS WITH COMMITTEE

EXHIBIT G COMMITTEE MEETING MINUTES AND SUMMARIES

EXHIBIT H COMMUNICATIONS WITH DEBTOR (GENERALLY)

EXHIBIT I TRANSITION TO NEW MANAGEMENT

EXHIBIT J COMMUNICATIONS WITH THIRD PARTIES

EXHIBIT K EMPLOYMENT OF PROFESSIONALS BY DEBTOR.

EXHIBIT L FINANCIAL PLEADINGS

EXHIBIT M INVESTIGATION AND DILIGENCE RE DEBTOR

EXHIBIT N RELIEF FROM STAY

EXHIBIT O EXECUTORY CONTRACTS AND LICENSES

EXHIBIT P COMPENSATION OF PROFESSIONALS

EXHIBIT Q SETTLEMENTS AND LICENSING

EXHIBIT R 549 PATENT MATTERS

EXHIBIT S CASH COLLATERAL

EXHIBIT T NEGOTIATIONS WITH DEBTOR

EXHIBIT U COMMITTEE’S PLAN

EXHIBIT V COMMITTEE’S DISCLOSURE STATEMENT

EXHIBIT W TRUSTEE/CONTEMPT MOTION

EXHIBIT X CHARLES MOORE TRUSTEE MOTION

EXHIBIT Y CLAIMS

EXHIBIT Z PATRIOT SCIENTIFIC CORP

EXHIBIT AA JOINT PLAN AND DISCLOSURE STATEMENT


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EXHIBIT BB CHARLES MOORE PLAN AND DISCLOSURE STATEMENT

EXHIBIT CC SUMMARIES OF BILLING CATEGORIES AND TIME

EXHIBIT DD MASTER TIME SUMMARY

EXHIBIT EE CURRICULUM VITAE

EXHIBIT FF REIMBURSEMENT OF EXPENSES

EXHIBIT GG TRANSMITTAL LETTER TO CLIENT RE APPLICATION


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