Free Answering Brief in Opposition - District Court of Delaware - Delaware

Case 1:08-cv-00062-GMS

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EXHIBIT 1

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EXHIBIT 2

Internal CM/ECF Live Database - Docket Report Case 1:08-cv-00062-GMS Document 30-2

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LEAD, CONVERTED, CLMSAGNT, MTRUNADV

U.S. Bankruptcy Court District of Delaware (Delaware) Bankruptcy Petition #: 02-13376-KJC
Assigned to: Kevin J. Carey Chapter 7 Previous chapter 11 Voluntary Asset Debtor NextCard, Inc. 595 Market Street Suite 1800 San Francisco, CA 94105 Tax id: 68-0384-606 aka Internet Access Financial Corporation Date Filed: 11/14/2002 Date Converted: 08/11/2003

represented by Brendan Linehan Shannon Young, Conaway, Stargatt & Taylor The Brandywine Bldg. 1000 West Street, 17th Floor PO Box 391 Wilmington, DE 19899-0391 usa 302 571-6600 Fax : 302-571-1253 Email: [email protected] TERMINATED: 10/18/2006 Edward J. Kosmowski Young, Conaway, Stargatt & Taylor 1000 West Street, 17th Floor PO Box 391 Wilmington, DE 19899 usa 302 571-6600 Fax : 302-571-1253 Email: [email protected] Frederick B. Rosner Jaspan Schlesinger Hoffman 913 North Market Street 12 Floor Wilmington, DE 19801 usa 302-351-8000 Fax : 302-351-8010

Trustee Alfred Thomas Giuliano Giuliano Miller & Co., LLC 750 Route 73 South

represented by John T. Carroll, III Cozen O'Connor 1201 North Market Street Suite 1400

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Suite 110 Marlton, NJ 08053 856-596-7000

Wilmington, DE 19801 302-295-2028 Fax : 201-701-2140 Email: [email protected] John T. Carroll Cozen O'Connor 1900 Market Street The Atrium Philadelphia, PA 19801 302-295-2028 Fax : 302-295-2013 Email: [email protected]

U.S. Trustee United States Trustee 844 King Street, Room 2207 Lockbox #35 Wilmington, DE 19899-0035 302-573-6491 U.S. Trustee Julie L. Compton Office of the U.S. Trustee J. Caleb Boggs Federal Building 844 King Street Suite 2313 Wilmington, DE 19801 usa 302-573-6491 Filing Date 02/28/2007 # 985 Docket Text Order (A) Approving Auction and Bid Procedures, Including Bidder Protections, in Connection With Sale of Certain of the Debtor's Intellectual Property Assets; (B) Scheduling an Auction and Hearing to Consider Approval of the Sale of Such Assets; (C) Approving Notice of Respective Date, Time and Place for Auction and for Hearing on Approval of Sale of Such Assets; and (D) Granting Other Related Relief. (Related Doc # 968) Order Signed on 2/27/2007. (LCN, ) Additional attachment(s) added on 2/28/2007 (LCN, ). (Entered: 02/28/2007) Order Granting Motion for Admission pro hac vice of Alyssa D. Englund, Esquire. (Related Doc # 983) Order Signed on 3/1/2007. (LCN, ) (Entered: 03/01/2007) Interim Application for Compensation Ninth for the Period of August 1, 2006 through February 21, 2007 as Counsel to the Trustee Filed by COZEN

03/01/2007

986

03/01/2007

987

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O'CONNOR. Hearing scheduled for 3/22/2007 at 11:00 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 3/15/2007. (Attachments: # 1 Notice # 2 Declaration # 3 Exhibit A# 4 Exhibit B# 5 Exhibit C) (Carroll, John) (Entered: 03/01/2007) 03/01/2007 988 Motion to Limit Notice Regarding Ninth Interim Application for Allowance of Compensation for the Period of August 1, 2006 through February 21, 2007 as Counsel to the Trustee (related document(s)987 ) Filed by COZEN O'CONNOR. Hearing scheduled for 3/22/2007 at 11:00 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 3/15/2007. (Attachments: # 1 Proposed Form of Order # 2 Exhibit A) (Carroll, John) (Entered: 03/01/2007) Certificate of Service Regarding Ninth Interim Application for Compensation for the Period of August 1, 2006 through February 21, 2007 as Counsel to the Trustee (related document(s)987 ) Filed by COZEN O'CONNOR. (Attachments: # 1 Service List) (Carroll, John) (Entered: 03/02/2007) Certificate of Service of (1) Auction and Sale Hearing Notice, (2) Order Approving Auction and Bid Procedures Including Bidder Protections in Connection with Sale of Certain of the Debtor's Intellectual Property and (3) Bid Procedures (related document(s)985 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Exhibit A# 2 Exhibit B) (Carroll, John) (Entered: 03/02/2007) Order Authorizing Motion to Limit Notice and Approve Form and Manner Thereof Regarding Cozen O'Connor as Counsel to the Trustee for Allowance of Ninth Interim Compensation and Reimbursement of Expenses for the Period August 1, 2006 Through February 21, 2007. (Related Doc # 988, 987) Order Signed on 3/6/2007. (LCN, ) (Entered: 03/06/2007) Adversary Case 04-56415 Closed by Deputy Clerk. (MEB, ) (Entered: 03/07/2007) Adversary Case 04-56418 Closed by Deputy Clerk. (MEB, ) (Entered: 03/07/2007) 992 Status Report of Adv. Proc. Nos. 04-56415 and 04-56418 Filed by richard goebel. (Hurford, Mark) (Entered: 03/14/2007) Notice of Appearance Request for Matrix Entry and Request for Service of All Notices and Documents Filed by Intellectual Ventures Management, LLC. (Mersky, Rachel) (Entered: 03/15/2007) Certificate of Service for Status Report Filed by richard goebel, daniel springer. (Hurford, Mark) Modified Text on 3/16/2007 (ALC, ). (Entered:

03/02/2007

989

03/02/2007

990

03/06/2007

991

03/07/2007

03/07/2007

03/14/2007

03/15/2007

993

03/15/2007

994

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03/15/2007) 03/20/2007 995 Certificate of No Objection Regarding Ninth Interim Application for Compensation for the Period of August 1, 2006 through February 21, 2007 as Counsel to the Trustee (related document(s)987 ) Filed by COZEN O'CONNOR. (Carroll, John) (Entered: 03/20/2007) Notice of Agenda of Matters Scheduled for Hearing Filed by Alfred Thomas Giuliano. Hearing scheduled for 3/22/2007 at 11:00 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. (Carroll, John) (Entered: 03/20/2007) Notice of Filing Patent Purchase Agreement Between Chapter 7 Trustee and Marshall Credit Strategies, LLC (related document(s)968 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Exhibit A) (Carroll, John) Modified Text on 3/23/2007 (ALC, ). (Entered: 03/22/2007) Minutes of Hearing held on: 03/22/2007 Subject: Sale and Fee Applications. (vCal Hearing ID (36682)). (NJH, ) Additional attachment(s) added on 3/22/2007 (LCN, ). (Entered: 03/22/2007) Order Approving Application of Cozen O'Connor as Counsel to the Trustee for Allowance of Ninth Interim Compensation and Reimbursement of Expenses for the Period August 1, 2006 Through February 21, 2007. (Related Doc # 987) Order Signed on 3/22/2007. (LCN, ) (Entered: 03/22/2007) Order (A) Authorizing Sale of Certain of the Debtor's Intellectual Property Assets Free and Clear of all Liens, Claims, and Encumbrances and (B) Granting Related Relief. (related document(s)968 ) Order Signed on 3/22/2007. (LCN, ) (Entered: 03/22/2007) Bond Notice of Trustee Alfred T. Giuliano Filed by United States Trustee. (Attachments: # 1 Notice of Filing# 2 Certificate of Service)(United States Trustee, ) Modified Duplicate text on 4/3/2007 (ALC, ). (Entered: 04/02/2007) Certification of Counsel Regarding Omnibus Hearing Dates (August 16, 2007 at 1:30 p.m.) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 07/10/2007) Order Setting Omnibus Hearing Dates. All hearings will be held at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware (Related document(s)1002 ). Omnibus Hearings scheduled for 8/16/2007 at 01:30 PM. Signed on 7/12/2007. (LCN, ) (Entered: 07/13/2007) Notice of Status Hearing Regarding Motion for Relief from Stay filed by

03/20/2007

996

03/22/2007

997

03/22/2007

998

03/22/2007

999

03/22/2007

1000

04/02/2007

1001

07/10/2007

1002

07/13/2007

1003

07/17/2007

1004

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Richard Goebel and Daniel Springer (related document(s)872 ) Filed by Alfred Thomas Giuliano. Hearing scheduled for 7/25/2007 at 11:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. (Carroll, John) Modified Duplicate Text on 7/18/2007 (ALC, ). (Entered: 07/17/2007) 07/17/2007 1005 Certificate of Service Regarding Notice of Status Hearing Regarding Motion for Relief from Stay filed by Richard Goebel and Daniel Springer (related document(s)1004 ) Filed by Alfred Thomas Giuliano. (Carroll, John) (Entered: 07/17/2007) Certificate of Service of Omnibus Hearing Order (related document(s)1003 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Exhibit A - Service List) (Carroll, John) (Entered: 07/18/2007) Notice of Agenda of Matters Scheduled for Hearing Filed by Alfred Thomas Giuliano. Hearing scheduled for 7/25/2007 at 11:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. (Carroll, John) (Entered: 07/23/2007) Notice of Agenda of Matters Scheduled for Hearing Amended (related document(s)1007 ) Filed by Alfred Thomas Giuliano. Hearing scheduled for 7/25/2007 at 11:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. (Carroll, John) (Entered: 07/24/2007) Minutes of Hearing held on: 07/25/2007 Subject: Status on Goebel/Springer Motion. (vCal Hearing ID (48174)). (NJH, ) Additional attachment(s) added on 7/26/2007 (LCN, ). (Entered: 07/25/2007) Interim Application for Compensation (Tenth) as Counsel to the Trustee for the Period of February 22, 2007 through June 27, 2007 Filed by COZEN O'CONNOR. Hearing scheduled for 8/16/2007 at 01:30 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 8/9/2007. (Attachments: # 1 Notice # 2 Certification# 3 Exhibit A Part One# 4 Exhibit A Part Two# 5 Exhibit B# 6 Exhibit C) (Carroll, John) (Entered: 07/27/2007) Order Regarding Motion for Relief From Stay Filed by Richard Goebel and Daniel Springer. (related document(s)918, 872 ) Order Signed on 8/2/2007. (LCN, ) (Entered: 08/02/2007) Transcript Of Motions Hearing Before The Honorable Walter Shapero, Held on January 27, 2006. (related document(s)929 ) (JWS, ) (Entered: 08/08/2007) Certificate of Service of Application of Cozen O'Connor as Counsel to the

07/18/2007

1006

07/23/2007

1007

07/24/2007

1008

07/25/2007

1009

07/27/2007

1010

08/02/2007

1011

08/08/2007

1012

08/08/2007

1013

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Trustee for Allowance of Tenth Interim Compensation and Reimbursement of Expenses for the Period February 22, 2007 Through June 27, 2007 (related document(s)1010 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Exhibit A - Service List) (Carroll, John) (Entered: 08/08/2007) 08/10/2007 1014 Certificate of No Objection Regarding Application of Cozen O'Connor As Counsel to the Trustee for Allowance of Tenth Interim Compensation and Reimbursement of Expenses for the Period February 22, 2007 Through June 22, 2007 (related document(s)1010 ) Filed by COZEN O'CONNOR. (Carroll, John) (Entered: 08/10/2007) Notice of Agenda of Matters Scheduled for Hearing Filed by Alfred Thomas Giuliano. Hearing scheduled for 8/16/2007 at 01:30 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. (Carroll, John) (Entered: 08/13/2007) Reply to Chapter 7 Trustee's Supplemental Objection to Motion of Richard Goebel and Daniel Springer for Relief from Stay (related document(s)887, 872 ) Filed by richard goebel, daniel springer (Attachments: # 1 Exhibit A) (Davis, Kathleen) (Entered: 08/13/2007) Reply (Errata Sheet to Reply to Chapter 7 Trustee's Supplemental Objection to Motion of Richard Goebel and Daniel Springer for Relief from Stay) (related document(s)1016, 887, 872 ) Filed by richard goebel, daniel springer (Attachments: # 1 Exhibit A# 2 Certificate of Service # 3 Service List) (Davis, Kathleen) (Entered: 08/15/2007) Certificate of Service of Reply to Chapter 7 Trustee's Supplemental Objection to Motion of Richard Goebel and Daniel Springer for Relief from Stay (related document(s)1016 ) Filed by richard goebel, daniel springer. (Attachments: # 1 Service List) (Davis, Kathleen) (Entered: 08/15/2007) Minutes of Hearing held on: 08/16/2007 Subject: Fee App. (vCal Hearing ID (48073)). (NJH, ) Additional attachment(s) added on 8/17/2007 (LCN, ). (Entered: 08/16/2007) Order Approving Application of Cozen O'Connor as Counsel to the Trustee for Allowance of Tenth Interim Compensation and Reimbursement of Expenses for the Period February 22, 2007 Through June 27, 2007. (Related Doc # 1010) Order Signed on 8/16/2007. (LCN, ) (Entered: 08/17/2007) Motion to Strike of Richard Goebel and Daniel Springer to Have Declared Unlawful the Provision in Settlement Agreement Between Trustee and Directors and Officers Which Bars Trustee from Entering into Rescission Settlement with Richard Goebel and Daniel Springer Filed by richard goebel, daniel springer. Hearing scheduled for 10/24/2007 at 11:00 AM at US Bankruptcy Court, 824 Market St., 5th Floor, Courtroom #5, Wilmington,

08/13/2007

1015

08/13/2007

1016

08/15/2007

1017

08/15/2007

1018

08/16/2007

1019

08/17/2007

1020

08/28/2007

1021

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DE. Objections due by 9/17/2007. (Attachments: # 1 Notice # 2 Declaration of Bruce J. Highman# 3 Exhibit 1 to Highman Declaration# 4 Exhibit 2 Highman Declaration# 5 Exhibit 3 Highman Declaration# 6 Exhibit 4 to Highman Declaration# 7 Exhibit 5 to Highman Declaration# 8 Exhibit 6 to to Highman Declaration# 9 Exhibit 7A to Highman Declaration# 10 Exhibit 7B to Highman Declaration# 11 Exhibit 8 to Highman Declaration# 12 Exhibit 9 to Highman Declaration# 13 Exhibit 10 to Highman Declaration# 14 Exhibit 11 to Highman Declaration# 15 Exhibit 12 to Highman Declaration# 16 Exhibit 13 to Highman Declaration# 17 Declaration of Lawrence Ball# 18 Exhibit to Ball Declaration# 19 Proposed Form of Order # 20 Certificate of Service # 21 Service List) (Hurford, Mark) Modified Text To Add Hearing Location on 8/29/2007 (ALC, ). (Entered: 08/28/2007) 09/14/2007 1022 Transcript of Hearing held on July 25, 2007 before the Honorable Kevin J. Carey. (related document(s)1007 ) (BJM) (Entered: 09/14/2007) Objection to Motion of Richard Goebel and Daniel Springer to Have Declared Unlawful the Provision in Settlement Agreement Between Trustee and Directors and Officers Which Bars Trustee from Entering into Rescission Settlement with Richard Goebel and Daniel Springer (related document(s)1021 ) Filed by Alfred Thomas Giuliano (Attachments: # 1 Certificate of Service) (Carroll, John) (Entered: 09/17/2007) Objection to Jeremy R. Lent's Opposition to Richard Goebel's and Daniel Springer's Motion to Have Declared Unlawful the Provisions in Settlement Agreement Between Trustee and NextCard Former Directors and Officers Which Bars Trustee from Entering into Rescission Settlement with Richard Goebel and Daniel Springer (related document(s)1021 ) Filed by Jeremy Lent (Attachments: # 1 Certificate of Service) (Phillips, John) (Entered: 09/18/2007) Notice of Hearing and Change in Hearing Time Filed by Alfred Thomas Giuliano. Hearing scheduled for 10/24/2007 at 03:00 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. (Carroll, John) (Entered: 10/01/2007) Reply to Objections of the Trustee and Jeremy Lent to Motion of Richard Goebel and Daniel Springer to Have Declared Unlawful the Provision in Settlement Agreement Between Trustee and Directors and Officers Which Bars Trustee from Entering into Rescission Settlement with Richard Goebel and Daniel Springer (related document(s)1021, 1023, 1024, 1022 ) Filed by richard goebel, daniel springer (Attachments: # 1 Certificate of Service # 2 Service List) (Hurford, Mark) (Entered: 10/04/2007) Application to Employ and Compensate Matheson Ormsby Prentice as Special International Counsel Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order # 2 Exhibit A) (Carroll, John) (Entered: 10/11/2007)

09/17/2007

1023

09/18/2007

1024

10/01/2007

1025

10/04/2007

1026

10/11/2007

1027

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10/11/2007

1028

Emergency Motion to Approve Trustee's Application for Authority to Employ and Compensate Matheson Ormsby Prentice as Special Litigation Counsel [Related Doc. No. 1027] Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order # 2 Exhibit A# 3 Affidavit) (Carroll, John) (Entered: 10/11/2007) Order Granting Motion for an Expedited Hearing to Consider Trustee's (I) Application for Authority to Employ and Compensate Matheson Ormsby Prentice as Special International Counsel to the Trustee. (Related Doc # 1028, 1027) Order Signed on 10/12/2007. (LCN, ) Modified text on 10/12/2007 (LCN, ). (Entered: 10/12/2007) Certificate of Service of Motion for Expedited Hearing to Consider Trustee's Application for Authority to Employ and Compensate Matheson Ormsby Prentice as Special International Counsel to the Trustee Pursuant to 11 U.S.C. Sections 327 and 328 and Fed. R. Bankr. P. 2014 (related document (s)1027, 1028 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Exhibit A - Service List) (Carroll, John) (Entered: 10/15/2007) Certificate of Service of Order Granting Motion for an Expedited Hearing to Consider Trustee's Application for Authority to Employ and Compensate Matheson Ormsby Prentice as Special International Counsel to the Trustee Pursuant to 11 U.S.C. Sections 327 and 328 and Fed. R. Bankr. P. 2014 (related document(s)1029 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Exhibit A - Service List) (Carroll, John) (Entered: 10/16/2007) Notice of Agenda of Matters Scheduled for Hearing Filed by Alfred Thomas Giuliano. Hearing scheduled for 10/24/2007 at 03:00 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. (Carroll, John) (Entered: 10/22/2007) Certificate of No Objection Regarding Trustee's Application for Authority to Employ and Compensate Matheson Ormsby Prentice as Special International Counsel to the Trustee Pursuant to 11 U.S.C. Sections 327 and 328 and Fed. R. Bankr. P. 2014, Together With Motion for for Expedited Consideration (related document(s)1027, 1028 ) Filed by Alfred Thomas Giuliano. (Carroll, John) (Entered: 10/23/2007) Motion to Appear pro hac vice of Benjamin H. Horwich of Latham & Watkins LLP. Receipt Number 149323, Filed by Ernst & Young LLP. (Beskrone, Don) (Entered: 10/23/2007) Motion to Appear pro hac vice of Katharine E. Nolan of Latham & Watkins LLP. Receipt Number 149324, Filed by Ernst & Young LLP. (Beskrone, Don) (Entered: 10/23/2007) Order Granting Motion for Admission pro hac vice of Benjamin H. Horwich. (Related Doc # 1034) Order Signed on 10/23/2007. (LCN, ) (Entered:

10/12/2007

1029

10/15/2007

1030

10/16/2007

1031

10/22/2007

1032

10/23/2007

1033

10/23/2007

1034

10/23/2007

1035

10/24/2007

1036

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10/24/2007) 10/24/2007 1037 Order Granting Motion for Admission pro hac vice of Katharine E. Nolan. (Related Doc # 1035) Order Signed on 10/23/2007. (LCN, ) (Entered: 10/24/2007) Minutes of Hearing held on: 10/24/2007 Subject: Omnibus. (vCal Hearing ID (52251)). (related document(s) 1032) (NJH, ) Additional attachment(s) added on 10/26/2007 (LCN, ). (Entered: 10/25/2007) Order Granting Trustee's Application for Authority to Employ and Compensate Matheson Ormsby Prentice as Special International Counsel to the Trustee. (related document(s)1028 ) Order Signed on 10/24/2007. (LCN, ) (Entered: 10/25/2007) Certification of Counsel Regarding Motion to Have Declared Unlawful the Provision in Settlement Agreement Between Trustee and Directors and Officers Which Bars Trustee from Entering into Rescission Settlement with Richard Goebel and Daniel Springer (related document(s)1021 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 10/25/2007) Order Denying Motion of Richard Goebel and Daniel Springer to Have Declared Unlawful the Provision in Settlement Agreement Between Trustee and Directors and Officers Which Bars Trustee from Entering into Rescission Settlement with Richard Goebel and Daniel Springer. (Related Doc # 1021) Order Signed on 10/26/2007. (LCN, ) (Entered: 10/26/2007) Transcript of Hearing held on October 24, 2007 before the Honorable Kevin J. Carey. (BJM) (Entered: 11/07/2007) Certification of Counsel Regarding Omnibus Hearing Date 12/10/2007 at 11:30 a.m. Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 11/19/2007) Interim Application for Compensation (Eleventh) as Counsel to the Trustee for the Period of June 28, 2007 through October 29, 2007 Filed by Cozen O'Connor. Hearing scheduled for 12/10/2007 at 11:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 12/3/2007. (Attachments: # 1 Notice # 2 Declaration # 3 Exhibit A Part 1# 4 Exhibit A Part 2# 5 Exhibit A Part 3# 6 Exhibit A Part 4# 7 Exhibit A Part 5# 8 Exhibit B# 9 Exhibit C) (Carroll, John) (Entered: 11/20/2007) Motion to Limit Notice Regarding Eleventh Interim Application for Compensation as Counsel to the Trustee for the Period of June 28, 2007

10/24/2007

1039

10/25/2007

1038

10/25/2007

1040

10/26/2007

1041

11/07/2007

1042

11/19/2007

1043

11/20/2007

1044

11/26/2007

1045

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through October 29, 2007 (related document(s)1044 ) Filed by Cozen O'Connor. Hearing scheduled for 12/10/2007 at 11:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 12/3/2007. (Attachments: # 1 Proposed Form of Order # 2 Exhibit A) (Carroll, John) (Entered: 11/26/2007) 11/28/2007 1046 Order Authorizing Motion to Limit Notice and Approve Form and Manner Thereof Regarding Cozen O'Connor as Counsel to the Trustee for Allowance of Eleventh Interim Compensation and Reimbursement of Expenses for the Period June 28, 2007 Through October 29, 2007. (Related Doc # 1045, 1044) Order Signed on 11/27/2007. (LCN, ) (Entered: 11/28/2007) Certificate of Service of Application of Cozen O'Connor as Counsel to the Trustee for Allowance of Eleventh Interim Compensation and Reimbursement of Expenses for the Period June 28, 2007 Through October 29, 2007 (related document(s)1044 ) Filed by Cozen O'Connor. (Attachments: # 1 Exhibit A Service List) (Carroll, John) (Entered: 11/28/2007) Stipulation to Extend Time for Filing Supplemental Briefs Regarding Motion for Relief from Stay filed by Richard Goebel and Daniel Springer Between Alfred Thomas Giuliano and Richard Goebel, Daniel Springer and Jeremy Lent . (related document(s)872 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 11/29/2007) Order Approving Stipulation to Extend Time for Filing Supplemental Briefs Regarding Motion for Relief from Stay filed by Richard Goebel and Daniel Springer. (related document(s)1048 ) Order Signed on 11/29/2007. (LCN, ) (Entered: 11/30/2007) Notice of Adjourned/Rescheduled Hearing Filed by Alfred Thomas Giuliano. Hearing scheduled for 12/12/2007 at 11:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. (Carroll, John) (Entered: 12/04/2007) Certificate of No Objection Regarding Eleventh Interim Application for Compensation as Counsel to the Trustee for the Period of June 28, 2007 through October 29, 2007 (related document(s)1044 ) Filed by Cozen O'Connor. (Attachments: # 1 Exhibit A - Modified Proposed Form of Order) (Carroll, John) (Entered: 12/07/2007) Notice of Agenda of Matters Scheduled for Hearing Filed by Alfred Thomas Giuliano. Hearing scheduled for 12/12/2007 at 11:30 AM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. (Carroll, John) (Entered: 12/10/2007) Certification of Counsel to the Chapter 7 Trustee Requesting the Issuance of a Letter Request for International Judicial Assistance to the Appropriate

11/28/2007

1047

11/29/2007

1048

11/30/2007

1049

12/04/2007

1050

12/07/2007

1051

12/10/2007

1052

12/10/2007

1053

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Judicial Authority in Ireland Filed by Alfred Thomas Giuliano. (Attachments: # 1 Exhibit A) (Carroll, John) (Entered: 12/10/2007) 12/11/2007 1054 Request for International Judicial Assistance to the Appropriate Judicial Authority. (related document(s) 1053) Signed on 12/11/2007 (LCN, ) (Entered: 12/11/2007) Minutes of Hearing held on: 12/12/2007 Subject: Fee Apps. (vCal Hearing ID (60912)). (related document(s) 1052) (NJH, ) Additional attachment(s) added on 12/18/2007 (LCN, ). (Entered: 12/17/2007) Certification of Counsel Regarding Eleventh Interim Application for Allowance of Compensation and Reimbursement of Expenses of Cozen O'Connor as Counsel to the Trustee for the Period of June 28, 2007 through October 29, 2007 (related document(s)1044 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Exhibit A# 2 Exhibit B) (Carroll, John) (Entered: 12/13/2007) Order Approving Application of Cozen O'Connor as Counsel to the Trustee for Allowance of Eleventh Interim Compensation and Reimbursement of Expenses for the Period June 28, 2007 Through December 29, 2007. (Related Doc # 1044) Order Signed on 12/14/2007. (LCN, ) (Entered: 12/14/2007) Hearing Held/Court Sign-In Sheet (related document(s)1057) (Murin, Leslie) (Entered: 12/17/2007) Stipulation to Extend Time for Filing Supplemental Briefs Regarding Motion for Relief from Stay filed by Richard Goebel and Daniel Springer Between Alfred Thomas Giuliano and Richard Goebel, Daniel Springer and Jeremy Lent . Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 12/18/2007) Order Approving Second Stipulation to Extend Time for Filing Supplemental Briefs Regarding Motion for Relief from Stay filed by Richard Goebel and Daniel Springer. (related document(s)872, 1059 ) Order Signed on 12/19/2007. (LCN, ) (Entered: 12/20/2007) Stipulation (Third) to Extend Time for Filing Supplemental Briefs Regarding Motion for Relief from Stay filed by Richard Goebel and Daniel Springer Between Alfred Thomas Giuliano and Richard Goebel, Daniel Springer, Jeremy Lent . (related document(s)872 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 01/08/2008) Order Approving Third Stipulation To Extend Time For Filing Supplemental Briefs Regarding Motions For Relief From Stay Filed By Richard Goebel

12/12/2007

1057

12/13/2007

1055

12/14/2007

1056

12/17/2007

1058

12/18/2007

1059

12/20/2007

1060

01/08/2008

1061

01/09/2008

1062

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And Daniel Springer (Related Doc # 872,1061) Order Signed on 1/9/2008. (JSJ, ) (Entered: 01/09/2008) 01/30/2008 1063 Stipulation (Fourth) to Extend Time for Filing Supplemental Briefs Regarding Motion for Relief from Stay Filed by Richard Goebel and Daniel Springer Between Alfred Thomas Giuliano and Richard Goebel, Daniel Springer and Jeremy Lent . (related document(s)872 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 01/30/2008) Order Approving Fourth Stipulation To Extend Time For Filing Supplemental Briefs Regarding Motion For Relief From Stay Filed By Richard Goebel And Daniel Springer (Related Doc # 1063) Order Signed on 2/1/2008. (JSJ, ) (Entered: 02/04/2008) Motion to Allow Claims Employee Wage Claims as Chapter 11 Administrative Claims and Authorizing Distribution Filed by Alfred Thomas Giuliano. Hearing scheduled for 3/12/2008 at 03:00 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 3/5/2008. (Attachments: # 1 Notice # 2 Proposed Form of Order # 3 Exhibit A# 4 Exhibit B# 5 Exhibit C# 6 Exhibit D# 7 Exhibit E) (Carroll, John) (Entered: 02/07/2008) Certification of Counsel Regarding Omnibus Hearing Dates (March 12, 2008 at 3:00 p.m.) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 02/12/2008) Certificate of Service Regarding Motion to Allow Claims Employee Wage Claims as Chapter 11 Administrative Claims and Authorizing Distribution (related document(s)1065 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Service List) (Carroll, John) (Entered: 02/12/2008) Notice To Substitute Attorney Filed by Ernst & Young LLP. (Weiss, John) (Entered: 02/25/2008) Stipulation (Fifth) to Extend Time for Filing Supplemental Briefs Regarding Motion for Relief from Stay Filed by Richard Goebel and Daniel Springer Between Alfred Thomas Giuliano and Richard Goebel, Daniel Springer and Jeremy Lent . (related document(s)872 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 02/29/2008) Certification of Counsel Regarding Omnibus Hearing Date; April 9, 2008 at 1:30 p.m. Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 03/04/2008) Order Approving Fifth Stipulation to Extend Time for Filing Supplemental

02/04/2008

1064

02/07/2008

1065

02/12/2008

1066

02/12/2008

1067

02/25/2008

1068

02/29/2008

1069

03/04/2008

1070

03/05/2008

1071

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Page 13 of 17 Page 18 of 43

Briefs Regarding Motion for Relief from Stay Filed by Richard Goebel and Daniel Springer. (related document(s)1069 ) Order Signed on 3/5/2008. (LCN, ) (Entered: 03/05/2008) 03/05/2008 1072 Order Setting Omnibus Hearing Date. All hearings will be held at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware (Related document(s)1070 ). Omnibus Hearing scheduled for 4/9/2008 at 01:30 PM. Signed on 3/5/2008. (LCN, ) (Entered: 03/05/2008) Certificate of No Objection Regarding Motion of Chapter 7 Trustee for an Order Allowing Employee Wage Claims as Chapter 11 Administrative Claims and Authorizing Distribution (related document(s)1065 ) Filed by Alfred Thomas Giuliano. (Carroll, John) (Entered: 03/10/2008) Notice of Agenda of Matters Scheduled for Hearing Filed by Alfred Thomas Giuliano. Hearing scheduled for 3/12/2008 at 03:00 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. (Carroll, John) (Entered: 03/10/2008) Order Granting Motion of Alfred T. Giuliano, Chapter 7 Trustee of the Estate of NextCard, Inc. for Entry of an Order Allowing Employee Wage Claims as Chapter 11 Administrative Claims and Authorizing Distribution. (Related Doc # 1065) Order Signed on 3/11/2008. (LCN, ) (Entered: 03/11/2008) HEARING CANCELLED. Amended Notice of Agenda of Matters Scheduled for Hearing. (related document(s)1074 ) Filed by Alfred Thomas Giuliano. Hearing scheduled for 3/12/2008 at 03:00 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #4, Wilmington, Delaware. (Carroll, John) (Entered: 03/11/2008) Final Application for Compensation and Reimbursement of Expenses for the Period May 1, 2005 through May 9, 2007 as Special Patent Counsel to the Trustee Filed by Van Pelt, Yi & James LLP. Hearing scheduled for 4/9/2008 at 01:30 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 4/2/2008. (Attachments: # 1 Notice # 2 Proposed Form of Order # 3 Verification# 4 Exhibit A Part 1# 5 Exhibit A Part 2# 6 Exhibit A Part 3) (Carroll, John) (Entered: 03/18/2008) Interim Application for Compensation (Twelfth) and Reimbursement of Expenses for the Period of October 30, 2007 through March 5, 2008 as Counsel to the Trustee Filed by Cozen O'Connor. Hearing scheduled for 4/9/2008 at 01:30 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 4/2/2008. (Attachments: # 1 Notice # 2 Verification# 3 Exhibit A Part 1# 4 Exhibit A Part 2# 5 Exhibit B# 6 Exhibit C (Proposed Order)) (Carroll, John) (Entered: 03/18/2008) Interim Application for Compensation (Third) and Reimbursement of

03/10/2008

1073

03/10/2008

1074

03/11/2008

1075

03/11/2008

1076

03/18/2008

1077

03/18/2008

1078

03/18/2008

1079

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Expenses for the Period of July 1, 2005 through February 29, 2008 as Special Counsel to the Trustee Filed by Rosen, Bien & Galvan, LLP. Hearing scheduled for 4/9/2008 at 01:30 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 4/2/2008. (Attachments: # 1 Notice # 2 Verification# 3 Exhibit A Part 1# 4 Exhibit A Part 2# 5 Exhibit B# 6 Exhibit C (Proposed Order)) (Carroll, John) (Entered: 03/18/2008) 03/19/2008 1080 Motion to Limit Notice and Approve Form and Mannter Thereof Regarding Final Application for Compensation and Reimbursement of Expenses for the Period May 1, 2005 through May 9, 2007 as Special Patent Counsel to the Trustee (related document(s)1077 ) Filed by Van Pelt, Yi & James LLP. Hearing scheduled for 4/9/2008 at 01:30 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 4/2/2008. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 03/19/2008) Motion to Limit Notice and Approve Form and Manner Thereto Regarding Twelfth Interim Application for Compensation and Reimbursement of Expenses for the Period of October 30, 2007 through March 5, 2008 as Counsel to the Trustee (related document(s)1078 ) Filed by Cozen O'Connor. Hearing scheduled for 4/9/2008 at 01:30 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 4/2/2008. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 03/19/2008) Motion to Limit Notice and Approve Form and Manner Thereto Regarding Third Interim Application for Compensation and Reimbursement of Expenses for the Period of July 1, 2005 through February 29, 2008 as Special Counsel to the Trustee (related document(s)1079 ) Filed by Rosen, Bien & Galvan, LLP. Hearing scheduled for 4/9/2008 at 01:30 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. Objections due by 4/2/2008. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 03/19/2008) Certificate of Service of Verified Application of Van Pelt, Yi & James LLP as Special Patent Counsel to the Trustee for Allowance of Second and Final Fee Application for Compensation and Reimbursement of Expenses for the Period May 1, 2005 Through May 9, 2007 (related document(s)1077 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Exhibit A - Service List) (Carroll, John) (Entered: 03/20/2008) Certificate of Service of Application of Cozen O'Connor as Counsel to the Trustee for Allowance of Twelfth Interim Compensation and Reimbursement of Expenses for the Period October 30, 2007 Through March 5, 2008 (related document(s)1078 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Exhibit A - Service List) (Carroll, John) (Entered: 03/20/2008)

03/19/2008

1081

03/19/2008

1082

03/20/2008

1083

03/20/2008

1084

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03/20/2008

1085

Certificate of Service of Application of Rosen, Bien & Galvan, LLP as Special Counsel to the Trustee for Allowance of Third Interim Compensation and Reimbursement of Expenses for the Period July 1, 2005 Through February 29, 2008 (related document(s)1079 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Exhibit A - Service List) (Carroll, John) (Entered: 03/20/2008) Order Authorizing Motion to Limit Notice and Approve Form and Manner Thereof Regarding Rosen, Bien & Galvan LLP as Special Counsel to the Trustee for Allowance of Third Interim Compensation and Reimbursement of Expenses for the Period July 1, 2005 Through February 29, 2008. (Related Doc # 1082) Order Signed on 3/20/2008. (LCN, ) (Entered: 03/20/2008) Order Authorizing Motion to Limit Notice and Approve Form and Manner Thereof Regarding Cozen O'Connor as Special Counsel to the Trustee for Allowance of Twelfth Interim Compensation and Reimbursement of Expenses for the Period October 30, 2007 Through March 5, 2008. (Related Doc # 1081) Order Signed on 3/20/2008. (LCN, ) (Entered: 03/20/2008) Order Authorizing Motion to Limit Notice and Approve Form and Manner Thereof Regarding Van Pelt, Yi & James LLP as Special Patent Counsel to the Trustee for Allowance of Second and Final Compensation and Reimbursement of Expenses for the Period May 1, 2005 Through May 9, 2007. (Related Doc # 1080) Order Signed on 3/20/2008. (LCN, ) (Entered: 03/20/2008) Stipulation (Sixth) to Extend Time for Filing Supplemental Briefs Regarding Motion for Relief from Stay Filed by Richard Goebel and Daniel Springer Between Alfred Thomas Giuliano and Richard Goebel, Daniel Springer, Jeremy Lent . (related document(s)872 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 03/28/2008) Order Approving Sixth Stipulation To Extend Time For Filing Supplemental Briefs Regarding Motion For Relief From Stay Filed By Richard Goebel And Daniel Springer. (related document(s)1089 ) Order Signed on 3/31/2008. (BMT, ) (Entered: 04/01/2008) Certificate of No Objection Regarding Final Application for Compensation and Reimbursement of Expenses for the Period May 1, 2005 through May 9, 2007 as Special Patent Counsel to the Trustee s (related document(s)1077 ) Filed by Van Pelt, Yi & James LLP. (Carroll, John) (Entered: 04/07/2008) Certificate of No Objection Regarding Twelfth Interim Application for Compensation and Reimbursement of Expenses for the Period of October 30, 2007 through March 5, 2008 as Counsel to the Trustee (related document(s) 1078 ) Filed by Cozen O'Connor. (Carroll, John) (Entered: 04/07/2008)

03/20/2008

1086

03/20/2008

1087

03/20/2008

1088

03/28/2008

1089

04/01/2008

1090

04/07/2008

1091

04/07/2008

1092

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04/07/2008

1093

Certificate of No Objection Regarding Third Interim Application for Compensation and Reimbursement of Expenses for the Period of July 1, 2005 through February 29, 2008 as Special Counsel to the Trustee (related document(s)1079 ) Filed by Rosen, Bien & Galvan, LLP. (Carroll, John) (Entered: 04/07/2008) Notice of Agenda of Matters Scheduled for Hearing Filed by Alfred Thomas Giuliano Hearing scheduled for 4/9/2008 at 01:30 PM at US Bankruptcy Court, 824 Market St., 5th Fl., Courtroom #5, Wilmington, Delaware. (Carroll, John) (Entered: 04/07/2008) Order Approving Application of Cozen O'Connor as Counsel to the Trustee for Allowance of Twelfth Interim Compensation and Reimbursement of Expenses for the Period October 30, 2007 Through March 5, 2008. (Related Doc # 1078) Order Signed on 4/9/2008. (LCN, ) (Entered: 04/09/2008) Order Approving Application of Van Pelt, Yi & James LLP as Special Counsel to Trustee for Allowance of Second and Final Fee Application for Compensation and Reimbursement of Expenses for the Period May 1, 2005 Through May 9, 2007. (Related Doc # 1077) Order Signed on 4/9/2008. (LCN, ) (Entered: 04/09/2008) Order Approving Application of Rosen Bien & Galvan as Counsel to Trustee for Allowance of Third Interim Compensation and Reimbursement of Expenses for the Period July 1, 2005 Through February 29, 2008. (Related Doc # 1079) Order Signed on 4/9/2008. (LCN, ) (Entered: 04/09/2008) Hearing Held/Court Sign-In Sheet (related document(s)1094 ) (LCN, ) (Entered: 04/11/2008) Stipulation to Extend Time for Filing Supplemental Briefs Regarding Motion for Relief from Stay filed by Richard Goebel and Daniel Springer Pending Approval of Settlement Stipulation Between Alfred Thomas Giuliano and Richard Goebel, Daniel Springer and Jeremy Lent . (related document(s) 872 ) Filed by Alfred Thomas Giuliano. (Attachments: # 1 Proposed Form of Order) (Carroll, John) (Entered: 04/18/2008) Order Approving Stipulation to Extend Time for Filing Supplemental Briefs Regarding Motion for Relief from Stay Filed by Richard Goebel and Daniel Springer Pending Approval of Settlement Stipulation. (related document(s) 872, 1099 ) Order Signed on 4/23/2008. (LCN, ) (Entered: 04/24/2008)

04/07/2008

1094

04/09/2008

1095

04/09/2008

1096

04/09/2008

1097

04/09/2008

1098

04/18/2008

1099

04/24/2008

1100

PACER Service Center

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Transaction Receipt
05/08/2008 10:31:38 PACER Login: pr1358 Client Code: Search Criteria: Cost: 44804/012/8337 02-13376-KJC Fil or Ent: filed From: 2/28/2007 To: 5/8/2008 Doc From: 0 Doc To: 99999999 Term: included Format: HTML 0.80

Docket Description: Report Billable Pages: 10

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EXHIBIT 3

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Assignment Papers

Supplied by:

REEDFAX
7 Walnut Grove, Horsham, PA 19044 Customer Service: 1-800-422-1337 or 215-441-4768 Fax: 1-800-421-5585 or 215-441-5463 www.reedfax.com [email protected]

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EXHIBIT 4

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OMB APPROVAL OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response...11

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Genitope Corporation (Name of Issuer)
Common Stock (Title of Class of Securities) 37229P507 (CUSIP Number) August 7, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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CUSIP No.

37229P507

1

NAMES OF REPORTING PERSONS: CPMG, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 77-0616887 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

2 3 4

(a) (b) SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION: Texas SOLE VOTING POWER: 3,170,648 SHARED VOTING POWER: 0 SOLE DISPOSITIVE POWER: 3,170,648 SHARED DISPOSITIVE POWER: 908,404 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,079,052 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

5
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

6 7 8

9 10 11 12

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 11.4% TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IA/CO

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CUSIP No.

37229P507

1

NAMES OF REPORTING PERSONS: Cardinal Investment Company, Inc. Profit Sharing Plan I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 75-2253447 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

2 3 4

(a) (b) SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION: Texas SOLE VOTING POWER: 144,274 SHARED VOTING POWER: 0 SOLE DISPOSITIVE POWER: 144,274 SHARED DISPOSITIVE POWER: 0 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 144,274 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

5
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

6 7 8

9 10 11 12

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.4% TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): EP

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CUSIP No.

37229P507

1

NAMES OF REPORTING PERSONS: Edward W. Rose III I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

2 3 4

(a) (b) SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION: United States SOLE VOTING POWER: 3,643,552 SHARED VOTING POWER: 0 SOLE DISPOSITIVE POWER: 3,643,552 SHARED DISPOSITIVE POWER: 908,404 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 4,551,956 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

5
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

6 7 8

9 10 11 12

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 12.7% TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN

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This Amendment No. 3 to Schedule 13G is filed by and on behalf of CPMG, Inc., Cardinal Investment Company, Inc. Profit Sharing Plan, and Edward W. Rose III to amend and supplement that certain Schedule 13G with respect to shares of common stock of Genitope Corporation, a Delaware corporation, filed by CPMG, Inc., Cardinal Investment Company, Inc. Profit Sharing Plan, and Edward W. Rose III with the Securities and Exchange Commission on August 5, 2005, as amended by Amendment No. 1 to Schedule 13G filed by the reporting persons with the Commission on August 8, 2005 and Amendment No. 2 to Schedule 13G filed by the reporting persons with the Commission on February 2, 2006 (as amended, the "Schedule 13G"). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 13G. Except as otherwise provided herein, all Items of the Schedule 13G remain unchanged. Item 1. (a) Name of Issuer Genitope Corporation (b) Address of Issuer's Principal Executive Offices 525 Penobscot Drive, Redwood City, California 94063 Item 2. (a) Name of Person Filing The names of the persons filing this statement are: (i) CPMG, Inc. ("CPMG"); (ii) Cardinal Investment Company, Inc. Profit Sharing Plan (the "Plan"); and (iii) Edward W. Rose III. Pursuant to an investment advisory agreement between CPMG, on the one hand, and each such CPMG Fund (defined below), on the other hand, CPMG serves as an investment adviser to each of the following entities (each, a "CPMG Fund" and, collectively, the "CPMG Funds"): (i) Cardinal Partners 2000, L.P., a Texas limited partnership ("Cardinal Partners 2000"); (ii) Cardinal Partners, L.P., a Texas limited partnership ("Cardinal Partners"); (iii) CD Fund, L.P., a Texas limited partnership ("CD Fund"); (iv) CS Offshore Fund, Ltd., a Cayman Islands exempted company ("CS Offshore"); (v) CY Offshore Fund, Ltd., a Cayman Islands exempted company ("CY Offshore"); (vi) Fintan Master Fund, Ltd., a Cayman Islands exempted company ("Fintan"); (vii) George Kaiser Family Foundation, an Oklahoma not-for-profit foundation (the "Foundation"); and (viii) Kaiser-Francis Oil Company, a Delaware corporation ("Kaiser-Francis"). Pursuant to an investment advisory agreement between CPMG, on the one hand, and each such CPMG Fund, on the other hand, CPMG has or shares voting and/or investment (including dispositive) power with respect to shares of common stock of the issuer ("Shares") owned and/or held by or for the account or benefit of each CPMG Fund. Because of the relationships described herein, CPMG may be deemed to be a beneficial owner of: (i) 591,880 Shares owned and/or held by or for the account or benefit of Cardinal Partners 2000; (ii) 482,478 Shares owned and/or held by or for the account or benefit of Cardinal Partners; (iii) 209,368 Shares owned and/or held by or for the account or benefit of CD Fund; (iv) 601,360 Shares owned and/or held by or for the account or benefit of CS Offshore; (v) 1,494,930 Shares owned and/or held by or for the account or benefit of CY Offshore; (vi) 95,476 Shares owned and/or held by or for the account or benefit of Fintan; (vii) 440,950 Shares owned and/or held by or for the account or benefit of the Foundation; and (viii) 162,610 Shares owned and/or held by or for the account or benefit of Kaiser-Francis. CPMG expressly disclaims beneficial ownership of Shares owned and/or held by or for the account or benefit of any CPMG Fund, except to the extent of the pecuniary interest of CPMG in such Shares. Mr. Rose is the sole director of CPMG and the sole trustee of the Plan. Because of the relationships described herein, Mr. Rose may be deemed to be an indirect beneficial owner of (i) 4,079,052 Shares that may be deemed to be beneficially owned by CPMG; and (ii) 144,274 Shares beneficially owned directly and/or held by or for the account or benefit of the Plan. Mr. Rose expressly disclaims beneficial ownership of Shares beneficially

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owned and/or held by or for the account or benefit of CPMG and/or the Plan, except to the extent of the pecuniary interest of Mr. Rose in such Shares. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement. (b) Address of Principal Business Office or, if none, Residence The address of the principal business office of each of the reporting persons is 500 Crescent Court, Suite 250, Dallas, Texas 75201. (c) Citizenship CPMG, Inc. and Cardinal Investment Company, Inc. Profit Sharing Plan were organized under the laws of the State of Texas. Edward W. Rose III is a citizen of the United States. (d) Title of Class of Securities Common Stock, $0.001 par value per share, of Genitope Corporation (e) CUSIP Number 37229P507 Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); A group, in accordance with §240.13d-1(b)(1)(ii)(J).

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Item 4. Ownership. (a) Amount beneficially owned: See the disclosure provided in response to Item 9 on the attached cover page(s). (b) Percent of class: See the disclosure provided in response to Item 11 on the attached cover page(s). (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See the disclosure provided in response to Item 5 on the attached cover page(s). (ii) Shared power to vote or to direct the vote: See the disclosure provided in response to Item 6 on the attached cover page(s). (iii) Sole power to dispose or to direct the disposition of: See the disclosure provided in response to Item 7 on the attached cover page(s). (iv) Shared power to dispose or to direct the disposition of:

See the disclosure provided in response to Item 8 on the attached cover page(s). Item 5. Ownership of 5% or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following . Item 6. Ownership of More than 5 Percent on Behalf of Another Person Each CPMG Fund may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Shares owned and/or held by or for the account or benefit of such CPMG Fund. Each CPMG Fund is identified in Item 2 of this statement. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable

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Item 8. Identification and Classification of Members of the Group Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer. Item 9. Notice of Dissolution of Group Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer. Item 10. Certifications (a) Not Applicable (b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE Each reporting person certifies that, after reasonable inquiry and to the best of such reporting person's knowledge and belief, the information set forth in this statement is true, complete and correct. CPMG, Inc. By: Name: Title: Date: /s/ Kent McGaughy Kent McGaughy President August 10, 2006

Cardinal Investment Company, Inc. Profit Sharing Plan By: Name: Title: Date: /s/ Debbie Crady Debbie Crady Vice President August 10, 2006

Edward W. Rose III By: Name: Title: Date: /s/ Debbie Crady Debbie Crady Attorney-in-Fact August 10, 2006

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Exhibit No. 24.1 24.2 24.3 99.1

Description of Exhibit Power of Attorney dated August 10, 2006 of CPMG, Inc. Power of Attorney dated August 10, 2006 of Cardinal Investment Company, Inc. Profit Sharing Plan Power of Attorney dated August 10, 2006 of Edward W. Rose III Joint Filing Agreement dated August 10, 2006 among CPMG, Inc., Cardinal Investment Company, Inc. Profit Sharing Plan, and Edward W. Rose III

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EXHIBIT 24.1 POWER OF ATTORNEY August 10, 2006 Know all by these presents, that each party hereto hereby makes, constitutes, and appoints each of John Bateman, Debbie Crady, and James Traweek (and each employee and authorized representative of such party or any affiliate of such party designated in writing by any such attorney-in-fact or agent), and each of them, as the true and lawful attorneys-in-fact and agents, and attorney-in-fact and agent, of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, to (i) prepare, execute, and file or submit any filing or submission, as applicable, required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, any amendment, supplement, and/or exhibit thereto, and any other filing or submission or form, statement, report, or document in connection therewith with the Securities and Exchange Commission (and any national securities exchange, national securities association, or other authority or organization), for, in the name of, and on behalf of such party, (ii) do and perform any and all acts for, in the name of, and on behalf of such party which said attorneys-in-fact, or any of them, determine may be necessary or appropriate to prepare, execute, and file any such filing, amendment, supplement, and/or exhibit, other filing or submission, form, statement, report, or document in connection therewith, and (iii) take any and all action of any type whatsoever which said attorneys-in-fact or agents, or any of them, determine may be necessary or appropriate in connection with the foregoing. Each party hereto hereby grants unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights, powers, and authorities herein granted, as fully to all intents and purposes as such party might or could do if personally present, with full power of substitution, resubstitution, or revocation, hereby ratifying and confirming all that said attorneys-in-fact and agents and designees, or any of them, shall lawfully do or cause to be lawfully done by virtue hereof and the rights, powers, and authorities herein granted. Each party hereto hereby acknowledges that the attorneys-in-fact and agents appointed hereby, and each of them, in serving in such capacity at the request of such party, are not assuming any responsibility of such party to timely file any such filing, for the completeness or accuracy of the information concerning such party or any other party contained in any such filing, or otherwise to comply with Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder. This Power of Attorney shall remain in full force and effect until (i) revoked by any party hereto in a signed writing provided to said attorneys-in-fact and agents, and each of them, and then only with respect to such revoking party, or (ii) any such attorney-in-fact or agent ceases to be employed by, or an authorized representative of, such party or any affiliate of such party, and then only with respect to such attorney-in-fact or agent. IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this Power of Attorney to be executed and effective as of the date first written above. CPMG, Inc. By: Name: Title: Date: /s/ Kent McGaughy Kent McGaughy President August 10, 2006

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EXHIBIT 24.2 POWER OF ATTORNEY August 10, 2006 Know all by these presents, that each party hereto hereby makes, constitutes, and appoints each of John Bateman, Kent McGaughy, and James Traweek (and each employee and authorized representative of such party or any affiliate of such party designated in writing by any such attorney-in-fact or agent), and each of them, as the true and lawful attorneys-in-fact and agents, and attorney-in-fact and agent, of such party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all capacities, to (i) prepare, execute, and file or submit any filing or submission, as applicable, required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, any amendment, supplement, and/or exhibit thereto, and any other filing or submission or form, statement, report, or document in connection therewith with the Securities and Exchange Commission (and any national securities exch