Free Declaration in Support - District Court of California - California

Case 4:07-cv-04972-CW

Document 42

Filed 06/23/2008

Page 1 of 4

1 MICHAEL L. CHARLSON (Bar No. 122125) 2 ALEXANDER M.R. LYON (Bar No. 211274) 3 275 Middlefield Road
HELLER EHRMAN LLP Menlo Park, California 94025-3506 Facsimile: (650) 324-0638 LAURENCE A. WEISS (Bar No. 164638)

4 Telephone: (650) 324-7000

5 [email protected] 6 [email protected] 7 Attorneys for Defendants
THRESHOLD PHARMACEUTICALS, INC., and JANET I. SWEARSON [email protected]

8 HAROLD E. "BARRY" SELICK 9 10 11 12 13

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA OAKLAND DIVISION ) ) ) Plaintiff, ) ) v. ) ) THRESHOLD PHARMACEUTICALS, INC., ) HAROLD E. "BARRY" SELICK and JANET I. ) SWEARSON ) ) Defendants. ) __________________________________________ ) RAYNOLD L. GILBERT, On Behalf of Himself ) and All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) ) THRESHOLD PHARMACEUTICALS, INC., ) HAROLD E. "BARRY" SELICK and JANET I. ) SWEARSON ) ) Defendants. ) Case No.: 4:07-CV-04972-CW CLASS ACTION DECLARATION OF DENISE T. POWELL IN FURTHER SUPPORT OF DEFENDANTS' MOTION TO DISMISS PLAINTIFFS' CONSOLIDATED AMENDED COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS Hearing Date: Hearing Time: Place: Judge: June 19, 2008 2:00 p.m. Courtroom 2, 4th Floor Hon. Claudia Wilken

JERRY TWINDE, On Behalf of Himself and All 14 Others Similarly Situated,

15 16 17 18 19 20 21 22 23 24 25 26 27 28

DECLARATION OF DENISE T. POWELL CASE NO. 4:07-CV-04972-CW

Case 4:07-cv-04972-CW

Document 42

Filed 06/23/2008

Page 2 of 4

1 I, Denise T. Powell, declare as follows: 2
1. I am the Senior Director of Corporate Communications at Threshold

3 Pharmaceuticals, Inc. ("Threshold"). I have been employed at Threshold since February 2005. I 4 have personal knowledge of the facts set forth herein, and if called upon to do so, I could and would 5 testify competently thereto. 6
2. From February 2005 to the present, my job responsibilities at Threshold have

7 included investor relations and communications with investors, securities analysts and the public 8 regarding Threshold. As part of my job responsibilities, I have arranged periodic conference calls 9 at which Threshold senior officers speak. Securities analysts and other members of the public may 10 dial in to these calls. Typically, the call involves an oral presentation of prepared remarks that are 11 read by officers of Threshold, followed by a question and answer period during which the public 12 participants on the call may ask questions. 13
3. Conference calls are arranged through Shareholder.com, the Company's vendor for

14 the investor section of the Threshold website. The calls are coordinated with my contact, Jeff 15 Accomando, at Shareholder.com. In advance of the call, I outline the details of the call, such as 16 time and number of participants expected. I also request that Shaerholder.com prepare a recording 17 of the call. Because Shareholder.com retains a recorded copy of the conference call, they are 18 available to me immediately after the call or later should I need one. 19
4. One such conference call occurred on March 1, 2006. I was present on the

20 conference call during the entire call on March 1, 2006, and I spoke during the call. Barry Selick, 21 Threshold's Chief Executive Officer, Michael Ostrach, who at the time was Threshold's Chief 22 Operating Officer, Janet Swearson, who at the time was Threshold's Chief Financial Officer, and 23 Alan Colowick, who at the time was Threshold's Chief Medical Office, each also participated on 24 the call. The arrangements for this conference call were as described above. A script was prepared 25 in advance wherein I introduced the team and read a preliminary statement. Dr. Selick then read 26 prepared remarks. After the prepared remarks, we opened the phone lines to take questions. In 27 terms of the process, this conference call was not unlike any others that we have had. There were 28 approximately 20 people participating on the conference call
2 DECLARATION OF DENISE T. POWELL CASE NO. 4:07-CV-04972-CW

Case 4:07-cv-04972-CW

Document 42

Filed 06/23/2008

Page 3 of 4

1

5.

I understand that the recording of the March 1, 2006 conference call has been

2 provided to the Court as "Exhibit H" in an audio file labeled "19061thld.asp." In January 2008, in 3 response to a request from Laurence Weiss, counsel for Threshold, I obtained the audio file labeled 4 "19061thld.asp" from Shareholder.com by requesting it via email from my contact at 5 Shareholder.com, Jeff Accomando, listened to the recording to confirm that the audio file in fact 6 contained the recording of the March 1, 2006 conference call, and forwarded the audio file to Mr. 7 Weiss. I am familiar with the voices of Dr. Selick, Mr. Ostrach, Ms. Swearson and Dr. Colowick as 8 a result of having worked with them at Threshold, and I recognize their voices, as well as my own 9 voice, on this recording. In preparation of this declaration, I again listened to the recording 10 contained in the audio file labeled "19061thld.asp." The audio file labeled "19061thld.asp" that I 11 understand was provided to the Court as Exhibit H is a true and correct copy of the recording I 12 arranged of the Threshold conference call on March 1, 2006. 13
6. Another such conference call occurred on May 11, 2006. I was present on the

14 conference call during the entire call on May 11, 2006. Dr. Selick, Dr. Colowick and I each 15 participated on the call. The arrangements for this call were the same as described for the March 1, 16 2006 conference call. There were approximately 70 people participating on the conference call. 17
5. I understand that the recording of the May 11, 2006 conference call has been

18 provided to the Court as "Exhibit L" in an audio file labeled "20562thld.asp." As with the 19 recording of the March 1, 2006 conference call discussed above, in January 2008 I also obtained 20 this audio file from Shareholder.com by requesting it from Jeff Accomando, listened to the 21 recording to confirm that the audio file in fact contained the recording of the May 11, 2006 22 conference call, and forwarded the audio file to Mr. Weiss. I recognize the voices of Dr. Selick and 23 Dr. Colowick, as well as my own voice, on this recording. In preparation of this declaration, I 24 again listened to the recording contained in the audio file labeled "20562thld.asp." The audio file 25 labeled "20562thld.asp" that I understand was provided to the Court as Exhibit L is a true and 26 correct copy of the recording I arranged of the Threshold conference call on May 11, 2006. 27 28
3 DECLARATION OF DENISE T. POWELL CASE NO. 4:07-CV-04972-CW

Case 4:07-cv-04972-CW

Document 42

Filed 06/23/2008

Page 4 of 4