Full opinion text
MEMORANDUM AND PRETRIAL ORDER NO. 7763 BARTLE, Chief Judge. Before the court is a renewed joint petition for a final award of counsel fees and expense reimbursements (“Joint Petition”) in connection with the Diet Drug Nationwide Class Action Settlement Agreement (“Settlement Agreement”) with Wyeth and in connection with the multidistrict litigation involving Wyeth’s diet drugs known as “fen-phen.” The Joint Petition has been filed by a large group of law firms consisting primarily of the Plaintiffs’ Management Committee and Class Counsel for claimants under the Settlement Agreement (hereinafter “Joint Fee Applicants”) and is joined by some of the major filers in this multidistrict litigation (hereinafter “Major Filers”), who collectively constitute the “Joint Petitioners.” The Joint Fee Applicants seek fees and costs from four different sources: (1) the Fund A Escrow Account established pursuant to the Settlement Agreement; (2) the Fund B Attorneys’ Fees Account established pursuant to the Settlement Agreement; (3) the Supplemental Class Settlement Fund established pursuant to the Seventh Amendment to the Settlement Agreement; and (4) the MDL 1203 Fee and Cost Account. The Joint Petitioners also request incentive awards for representative plaintiffs in two class actions. Two sets of objections have been timely filed in response to the Joint Petition and a renewed motion for incentive awards has been filed by named plaintiffs in three class actions. I. BACKGROUND A detailed description of the early course of this litigation, including the factual basis for liability, the medical circumstances of the Class Members, and the provisions of the Settlement Agreement, can be found in this court’s Pretrial Order (“PTO”) No. 1415, 2000 WL 1222042 (E.D.Pa. Aug.28, 2000), entered by my predecessor Judge Louis C. Bechtle. We will summarize the relevant background and chronology of this litigation. From 1989 through September, 1997, Wyeth marketed and sold two prescription drugs for weight loss in the United States under the brand names Pondimin (fenflu-ramine) and Redux (dexfenfluramine) (hereinafter “diet drugs”). Beginning in 1992, physicians commonly prescribed Pondimin in combination with phenter-mine, another prescription diet drug. Phentermine was and still is distributed and sold under several different brand names. The combination of Pondimin with phentermine was often referred to as “fen-phen.” Wyeth had significant sales of both Pondimin and Redux in the mid-1990’s. From January, 1995 until mid-September, 1997, approximately four million persons in the United States took Pondimin. Similarly, from June, 1996 through September, 1997, two million people in this country used Redux. During the period from March to August, 1997 the Mayo Clinic in Rochester, Minnesota observed and reported an association between the use of fenfluramine and/or dexfenfluramine and valvular heart disease (“VHD”). On September 15, 1997, Wyeth and the Food and Drug Administration (“FDA”) announced that there would be no further sales of Pondimin and Redux in the United States. Since that time, epidemiological studies have established a causal relationship between fenflu-ramine and dexfenfluramine and VHD. These studies have also determined that fenfluramine and dexfenfluramine cause a fatal but rare disease known as primary pulmonary hypertension (“PPH”). A tidal wave of litigation followed the withdrawal of Pondimin and Redux. Individuals who had ingested diet drugs filed lawsuits and class actions in federal and state courts against Wyeth and other defendants, including manufacturers, distributors, weight-loss clinics, pharmacies and physicians. On December 10, 1997, the Judicial Panel on Multidistrict Litigation (the “JPML”) designated the United States District Court for the Eastern District of Pennsylvania as the transferee court for IN RE: DIET DRUGS (PHEN-TERMINE/FENFLURAMINE/DEX-FENFLURAMINE) PRODUCTS LIABILITY LITIGATION, MDL 1203 (“MDL 1203”). See 28 U.S.C. § 1407. All cases filed in the federal judicial system were subsequently transferred to the Eastern District of Pennsylvania for coordinated and consolidated pretrial proceedings. To date, at least 105,000 plaintiffs have filed lawsuits, over 130 class actions were transferred to the MDL and the claims of more than 35,000 plaintiffs have been transferred by the JPML to this court. Shortly after the first transfer of cases to MDL 1203, the court established the Plaintiffs’ Management Committee (“PMC”) to oversee the coordinated and consolidated pretrial proceedings and to conduct discovery of widespread applicability on behalf of plaintiffs in MDL 1203. See PTO No. 6 (Feb. 5, 1998). As part of its duties and responsibilities, the PMC assisted and continues to assist all plaintiffs in MDL 1203 and state-federal coordinated proceedings by appearing frequently before this court, attending regular status conferences held by the Special Discovery Master, Gregory P. Miller, Esq., preparing motions and responses regarding case-wide discovery matters and other pretrial issues, and maintaining a document depository for all documents produced in MDL 1203. The PMC was also charged with establishing a Discovery Committee, which consisted of PMC members as well as additional lawyers representing plaintiffs in various state courts. See PTO 38 ¶¶ 1, 2 (Apr. 21, 1998). The PMC Discovery Committee coordinated and completed numerous depositions of defendants’ corporate representatives, employees and generic experts. The court permitted the PMC and the co-chairs of the PMC Discovery Committee to assign work to other “common benefit” attorneys (“PMC common benefit attorneys”). The members of the PMC, the PMC Discovery Committee, and the PMC common benefit attorneys are all Joint Fee Applicants in this matter. In late April, 1999, Wyeth and a coalition of plaintiffs’ attorneys consisting of the PMC and counsel for plaintiffs in certified state class actions pending in Illinois, New Jersey, New York, Pennsylvania, Texas, Washington, and West Virginia began negotiations for a global resolution of the diet drug litigation. As a result of the negotiations the parties executed the Settlement Agreement on November 18, 1999. Five days later the court granted preliminary approval of the settlement. PTO No. 997 ¶ 6 (Nov. 23, 1999). At that time, the court also set forth procedures for providing notice and conducting discovery in preparation for the fairness hearing. From May 2, 2000 through May 11, 2000 the court held a hearing to consider the fairness, reasonableness and adequacy of the settlement. The court approved the Settlement Agreement on August 28, 2000 in Pretrial Order No. 1415. Appeals of Pretrial Order No. 1415 followed. Our Court of Appeals affirmed on October 3, 2001 with respect to the last outstanding appeal. In re Diet Drugs Prods. Liab. Litig., 275 F.3d 34 (3d Cir.2001) (affirmed without opinion). “Final Judicial Approval,” as that term is defined in the Settlement Agreement, occurred on January 3, 2002. Prior to Final Judicial Approval, Class Members had two options for seeking settlement benefits: the Accelerated Implementation Option (“AIO”) or registration. By electing the AIO, Class Members agreed to waive all of their opt-out rights in exchange for certain benefits, if eligible, regardless of whether the Settlement Agreement ultimately achieved Final Judicial Approval. In contrast, eligible Class Members who registered for benefits were not entitled to receive any benefits until after Final Judicial Approval. Class Members who registered also preserved potential future opt-out rights under the terms of the Settlement Agreement. As of Final Judicial Approval, the AIO ceased as an option available to Class Members. See Settlement Agreement § V.B. However, Class Members were still permitted to register for various benefits in accordance with the deadlines set forth in the Settlement Agreement and the Official Notice of Final Judicial Approval. At the time of Final Judicial Approval, two categories of benefits were available to all Class Members under the Settlement Agreement. First, Class Members could apply for medical monitoring and refund benefits. The nature of these benefits depended on the length of time that a Class Member ingested diet drugs. Class Members who took drugs for 61 days or more were entitled to: (1) a free echocardiogram and physician visit as part of a screening program or reimbursement for an echocar-diogram received outside of the screening program; (2) additional medical services to monitor their VHD of up to $10,000 in value or $6,000 in cash if they were FDA Positive; and (3) a refund for prescriptions up to a maximum amount of $500 if sufficient funds were available to pay such benefits after the payment of all other expenses and benefits. Settlement Agreement § IY.A.1. Class Members who took diet drugs for 60 days or less were entitled to: (1) a refund of $30 per month for each month they took Pondimin and $60 per month for each month they took Redux; (2) reimbursement for out-of-pocket costs for certain privately-obtained echocardiograms if they were FDA Positive; and (3) additional medical services of up to $5,000 to monitor their VHD or $3,000 in cash if they were FDA Positive. Id. § IV.A.2. Additionally, the Settlement Agreement provided for the establishment of a $25 million Medical Research and Education Fund to finance medical research and education related to heart disease and for the creation of a medical/legal registry to track the medical conditions of Class Members. Id. § IV.A.3. In addition to seeking medical monitoring and refund benefits, Class Members with serious VHD could apply for Matrix Compensation Benefits (“Matrix Benefits”). All Class Members diagnosed as FDA Positive or as having Mild Mitral Regurgitation by the end of the Screening Period, including their Derivative Claimants, were qualified to receive these Matrix Benefits. Id. §§ IV.B.l.a-c. Furthermore, all Class Members diagnosed as having endocardial fibrosis by September 30, 2005, including their Derivative Claimants, were also eligible to receive Matrix Benefits. Id. §§ IV.B.l.d-f. The value of Matrix Benefits for Class Members now ranges from $8,321 to $1,672,351. Id. § IV.B.2.a. A particular Class Member’s benefit was calculated based on his or her age at the time of diagnosis of a Matrix-level condition and the severity of the condition. Id. §§ IV.B.2.a & IV.BÜ.b. Recognizing the progressive nature of VHD, the Settlement Agreement also allowed for additional payments to eligible Class Members who develop serious levels of VHD at any time up to December 31, 2015. Id. §§ IV.B.l & IV.C.2. Two separate funds were established under the Settlement Agreement to provide all of these benefits to Class Members, and the AHP Settlement Trust (“Trust”) was created to administer them. See id. §§ III.A.1, III.B, & III.C. Fund A provided compensation for all non-Matrix Benefits available under the Settlement Agreement including the Medical Research and Education Fund, the associated costs of administering those benefits, and the out-of-pocket and pre-settlement litigation expenses of plaintiffs’ counsel approved by the court for reimbursement in relation to Fund A. Id. § III.B.2. Shortly after the Settlement Agreement achieved Final Judicial Approval, Wyeth paid $1 billion into Fund A. Id. § III.B.l. As of March 31, 2007, the Trust has paid $535,952,414 in Fund A benefits. Fund B was the source of Matrix Benefits, the associated costs of administering those benefits, and attorneys’ fees and common benefit fees and costs approved by the court in relation to Fund B. Id. § III.C.4.C. Shortly after Final Judicial Approval, Wyeth deposited $650 million into Fund B and has since made deposits on an on-going basis. Ultimately, Wyeth is obligated to pay a total of $2.55 billion plus accretions in Fund B, minus certain credits to which it is entitled under the Settlement Agreement. As of March 31, 2007, approximately $1,878,763,842 in Matrix Benefits has been disbursed to Class Members. As mentioned above, the Settlement Agreement allowed Class Members to opt out of the Settlement Agreement in lieu of seeking Matrix Benefits. The original Settlement Agreement provided for various opt-out rights including the Initial Opt-Out, Intermediate Opt-Out and Back-End Opt-Out rights. See id. § IV.D. Those who exercised their Initial Oph-Out right were free to “initiate, continue with, or otherwise prosecute any legal claim against [Wyeth] and the Released Parties without any limitation, impediment or defense arising from the terms of the Settlement Agreement _” Id. § IV.D.2.C. Approximately 45,-000 individuals chose to exercise their Initial Opt-Out right. Class Members who were diagnosed with FDA Positive regurgitation during the Screening Period had the right to exercise their Intermediate OpNOut rights and pursue claims against Wyeth in the courts. Id. § IV.D.3. In exchange for Wyeth’s relinquishing any statute of limitations and claims-splitting defenses, Intermediate Opt-Out plaintiffs were barred from seeking punitive damages. Id. § IV.D.3.C. Class Members also had the opportunity to exercise their Back-End Opt-Out right. The Back-End Opt-Out right was generally available to any Class Member who develops serious VHD up to the end of 2015. Id. § IV.D.4.a. Final Judicial Approval of the Settlement Agreement did not, however, put litigation of this Class Action to rest. Lit-tie did we know that controversy over payment of benefits to those harmed by diet drugs was just beginning. The Trust, which was established to administer these benefits, was flooded with approximately 85,000 Level I and II claims for Matrix Benefits. See Diet Drugs, 226 F.R.D. 498, 508 (E.D.Pa.2005). The federal and state courts were inundated with claims filed by Intermediate and Back-End Opt-Out plaintiffs (collectively “Downstream Opt-Outs”). Somewhere between 60,000 and 70,000 cases were filed by Downstream Opt-Out plaintiffs, more than half of which were filed in, or removed to, the federal courts. In re Wilson, 451 F.3d 161, 166 n. 6 (3d Cir.2006). The sheer volume of claims for Matrix Benefits and Downstream Opt-Out cases caused great alarm among everyone involved in this litigation, including this court. Questions were raised about whether there was a reasonable medical basis to believe that many of the Class Members who sought Matrix Benefits or exercised their Downstream OpNOut rights had the medical conditions they claimed. Even more disheartening were the growing concerns that some of the Matrix Benefits claims and Downstream Opt-Out cases were premised upon fraudulent diagnoses. We cannot overstate the intensity of the clashes that ensued. To address this second, unexpected wave of litigation, several steps were taken to ensure that only Class Members with meritorious claims were compensated. First, we ordered a 100% audit of all matrix claims to ensure that only proper claims would be paid. See PTO No. 2662 at 13 (Nov. 26, 2002). In PTO No. 2662, we noted that “the claims simply do not mesh with the legitimate expectations of the court and the parties.” Id. at 12. Faced with the dueling possibilities that either the epidemiologists were wrong or that “something may be seriously amiss,” we found the “only way we can ever find out which answer is correct is through 100% audits.” Id. Shortly thereafter, the Fifth Amendment to the Settlement Agreement was approved by this court. See PTO No. 2677 (Dec. 10, 2002). The Fifth Amendment, among other things, provided for the consolidation of Fund A and Fund B into a single Settlement Fund and extended the Screening Period to allow Class Members six additional months to obtain a free echo-cardiogram from the Trust. See id. In 2003, this court approved the Sixth Amendment to the Settlement Agreement which created a mechanism for Wyeth to pay Matrix Benefits or, in the alternative, to allow certain Class Members to opt out of the Settlement Agreement in the event of a funding shortfall — a real possibility at that time due to the completely unanticipated number of claims for Matrix Benefits. PTO No. 2778 (Mar. 12, 2003). The most dramatic change to the Settlement Agreement came with court approval of the Seventh Amendment. PTO No. 4567 (Mar. 15, 2005). It is important to reiterate that, as matters stood in late 2002, the viability of the Settlement Agreement, which was intended to be a global resolution to the diet drug litigation, was thought by some to be in serious jeopardy. Of paramount concern was the risk that Class Members who were genuinely and seriously injured by their use of diet drugs would not receive the compensation they deserved because of inadequate settlement funds. With those concerns in mind, the Seventh Amendment was intended to resolve many of the issues posed by the flood of claims for Matrix Benefits. Under the Seventh Amendment, Wyeth agreed to pay an additional $1.275 billion into a Supplemental Class Settlement Fund (“Supplemental Fund”) to pay the claims of Class Members who had perfected Matrix Level I or II claims by November 9, 2004, and who did not opt out of the Seventh Amendment. These Class Members became “Category One Class Members” and their claims were forwarded for processing to a new Supplemental Fund Administrator, separate from the Trust. The claims of Category One Class Members underwent an independent medical review by a “Participating Physician.” The medical review determined whether each Category One Class Member had no significant valvular regurgitation, FDA Positive regurgitation alone, a Low Threshold Condition or a High Threshold Condition. The Category One Class Members with no significant valvular regurgitation or FDA Positive regurgitation alone were entitled to a “Minimum Payment Amount” of $2,000 from the Supplemental Fund. Those with FDA Positive regurgitation were also entitled to Cash/Medical Services (“CMS”) Benefits from the Trust. Category One Class Members with Low Threshold Conditions and High Threshold Conditions were entitled to a pro rata share of the balance of the Supplemental Fund after distribution of the Minimum Payment Amounts and other incidental costs, hereinafter “Grid Benefits.” Grid Benefits were disbursed to Category One Class Members based on age, duration of diet drug use, existence of a Low or High Threshold Condition, and the presence or absence of any alternative causation factors. Class Members who did not perfect Matrix Level I and II claims as of November 9, 2004 were deemed “Category Two Class Members” unless they opted-out of the Seventh Amendment. Category Two Class Members who have Mild Mitral or FDA Positive regurgitation are entitled to a $2,000 benefit from the Trust in addition to the drug refund and CMS Benefits. The Category Two Class Member benefits are paid by money deposited by Wyeth over and above its payments to the Settlement Fund and the Supplemental Fund. Both Category One and Category Two Class Members were also entitled to seek High Level Matrix Benefits, that is, Matrix Level III or higher, if their VHD progresses to that level by December 31, 2011. The High Level Matrix claims of Category One and Category Two class members were not limited by the Maximum Available Fund B Amount funding limitation contained in the original Settlement Agreement. Although the Seventh Amendment dealt with the influx of claims for Matrix Benefits under the Settlement Agreement, there still remained the Downstream Opt-Out cases in the tort system in MDL 1203. Wyeth pursued a “Global Settlement Process” to resolve the bulk of the 60,000 to 70,000 Downstream Opt-Out cases. The Global Settlement Process has been extraordinarily successful. By March, 2007 only about 200 of these actions remained. Wyeth has paid the aggregate sum of $2.3 billion to settle these Downstream Opt-Out cases. II. PROVISIONS AND PROCEDURES REGARDING AN AWARD OF FEES AND COSTS The counsel fees and costs at issue here will be drawn from four different funds: the Fund A Escrow Account, the Fund B Attorneys’ Fees Account, the Supplemental Fund and the MDL 1203 Fee and Cost Account. We will describe each available fund in turn. We will then, before turning to the petition at hand, review counsel’s first petition to this court for an award of fees and costs (“2002 Joint Fee Petition”), as well as PTO No. 2622, 2002 WL 32154197 (E.D.Pa. Oct.3, 2002), which granted an interim distribution on October 3, 2002 (“Interim Distribution”), and PTO No. 2859, 2003 WL 21641958 (E.D.Pa. May 15, 2003), which modified and allocated the Interim Distribution. A. FUND A ESCROW ACCOUNT After Final Judicial Approval of the Settlement Agreement in January 2002, Wyeth deposited $200 million into the Fund A Escrow Account. Settlement Agreement § III.B.3. The Settlement Agreement states that these funds “shall be used to pay compensation to Plaintiffs’ Counsel ... [and] make incentive awards to the Class Representatives ....” Id. Any money that is not awarded by this court from the Fund A Escrow Account will revert to Wyeth. Id. Wyeth is not permitted to take a position on the allocation of the funds in this account. Id. As discussed in detail below, we have already awarded from this fund in the Interim Distribution $38,430,727.82 in fees and $4,218,244.08 in cost reimbursements. See PTO Nos. 5327 (June 13, 2005), 5537 (Aug. 15, 2005). The Joint Petitioners estimate that as of December 31, 2007, approximately $19,750,000 in net interest will have accrued. Thus the total available balance in the Fund A Escrow Account was estimated to be approximately $177,101,028.10 as of December 31, 2007. B. FUND B ATTORNEYS’ FEES ACCOUNT The Fund B Attorneys’ Fees Account was also created under the Settlement Agreement and is intended to provide additional compensation for “all attorneys’ fees and common benefit fees and costs awarded by the Court in relation to Fund B .... ” Settlement Agreement §§ III.C.4.C, VIII.E.l.b. The principal sum of $229 million was transferred from Fund B into the Fund B Attorneys’ Fees Account, representing 9% of the $2.55 billion that Wyeth was responsible for paying into Fund B, excluding accretions that are counted toward the Maximum Available Fund B Amount. See id. § VIII.E.l.b. To reimburse Fund B for the amount transferred to the Fund B Attorneys’ Fees Account, the Trust deducts 9% from all Matrix Benefits paid to Class Members and deposits those deductions into Fund B which has now been consolidated with Fund A to form the Settlement Fund. Id. If a Class Member is represented by an attorney, the deduction is made from the attorney’s individual fee. Otherwise it is deducted from the Class Member’s benefits. Id. In the event that this court does not award the full $229 million to the Joint Fee Applicants, the balance will be refunded, pro rata, to the unrepresented Class Members and individual attorneys who paid the 9% assessment. Id. As discussed in detail below, we have already awarded $38,430,727.82 from this fund in the Interim Distribution. The Joint Petitioners estimated that as of December 31, 2007 the account will have accrued net interest of approximately $22,930,000, for a total available balance as of that date of $213,499,272.18 in the Fund B Attorneys’ Fees Account. C. SUPPLEMENTAL CLASS SETTLEMENT FUND The Seventh Amendment to the Settlement Agreement did not establish a separate fund from which common benefit fees should be paid. Instead this court is allowed to award a “Common Benefit Percentage” as “common benefit fees to attorneys for professional services that are found by [this] [c]ourt to be of ‘common benefit’ to Category One Class Members .... ” Seventh Amendment § I.B.21. The Seventh Amendment defines the “Common Benefit Percentage” as: [T]he percentage, if any, determined by the [c]ourt on a preliminary basis (to facilitate distribution of the Individual Payment Amounts without awaiting full adjudication of any fee application or dispute) or final basis before final distribution pursuant to Section XV.R., of the Individual Payment Amounts payable to Category One Class Members who are entitled to receive Benefits Subject to Medical Review .... Id. The “Common Benefit Percentage Amount” is calculated by multiplying the gross “Individual Payment Amount” due to each Class Member by the “Common Benefit Percentage.” If a Class Member is represented by individual counsel, the “Common Benefit Percentage Amount” is deducted from the individual counsel’s fee. Id. at § XV.T.l. Otherwise the “Common Benefit Percentage” is deducted from the “Individual Payment Amount.” D. MDL 1203 FEE AND COST ACCOUNT In PTO No. 467, this court created the MDL 1203 Fee and Cost Account. PTO No. 467 (Feb. 10, 1998). This account was established to “provide for reimbursement of costs and payment of attorneys’ fees to the [PMC] and other attorneys who have been authorized by the PMC, pursuant to Pretrial No. [sic] 16, to perform work for the benefit of plaintiffs in MDL 1203 and in any state-court proceedings coordinated hereunder ....” Id. ¶ 1. PTO No. 467 required that 9% of any payment made to a plaintiff whose case was transferred to MDL 1203 be set aside and placed in the MDL 1203 Fee and Cost Account. Id. ¶ 2. As with the Fund B Attorneys’ Fees Account and the Supplemental Class Settlement Fund, the assessment is taken from the fee of each plaintiffs individual attorney, if the plaintiff is represented. Id. ¶ 8. Prior to this court’s signing of PTO No. 467, California Judge Daniel S. Pratt ordered that a 6% assessment on all payments made to diet drug plaintiffs in that jurisdiction be deposited into the MDL 1203 Fee and Cost Account. Id. ¶ 11. Other state courts followed suit, adopting the 6% set-aside (hereinafter “coordinated state cases”). In still other states, the PMC entered into coordination agreements with plaintiffs’ firms that agreed to pay the 6% assessment. As described in more detail below, in the Interim Distribution we awarded $11,484,152 in costs and $76,861,455.63 in fees from the MDL 1203 Fee and Cost Account. We further ordered that one-third of the 6% and 9% assessments paid into the MDL 1203 Fee and Cost Account be refunded to the payors. We modified PTO No. 467 to reduce the assessment going forward to 4% for the coordinated state cases and 6% for the federal MDL 1203 cases. See PTO No. 2622. As of December 31, 2007, the balance available in the MDL 1203 Fee and Cost Account was $111,284,194.31. E. INTERIM DISTRIBUTION In PTO No. 16, this court set forth various procedures governing the recording and reimbursement of fees and expenses. See PTO No. 16 (Mar. 13, 1998). Any counsel wishing to make an application for fees was required to submit time and expense reports to Alan Winikur, C.P.A., the court-appointed auditor. See PTO No. 1164 (Mar. 7, 2000). PTO No. 2224 established a procedure “to provide for the orderly and efficient presentation and determination of requests for the award of attorneys’ fees and reimbursement of litigation expenses ....” PTO No. 2224 (Oct. 15, 2001). Mr. Winikur was directed to audit any submitted time and expense reports and file a report with the Court detailing the results of his audit no later than December 31, 2001, (hereinafter “2001 Auditor’s Report”). Mr. Winikur was further instructed to exclude certain time from the 2001 Auditor’s Report, including time that was not reported in accordance with PTO No. 16 or not authorized by the PMC for common benefit work, time that was expended objecting to the Settlement Agreement, and time that appeared grossly excessive. Id. ¶ 4. The 2001 Auditor’s Report accounted for 354,152.29 hours of professional time submitted by 72 law firms or $101,027,494.54 worth of time when multiplied by the applicable hourly rate. PTO No. 2622 at 16. Mr. Winikur also reported that 72 law firms had submitted $15,989,242.31 in reimbursable expenses. Id. The professional time and reimbursable expenses were eligible for inclusion in a joint fee petition. The 2001 Auditor’s Report disallowed the time submissions of 34 law firms, totaling 47,451.98 hours, or $16,725,716.15 wprth of time when multiplied by the applicable hourly rate. Id. On February 15, 2002, the 2002 Joint Fee Petition was filed. It incorporated all time and expenses allowed in the 2001 Auditor’s Report and requested a final award of fees and costs totaling $567 million. The $567 million was requested from the three accounts available at that time, as follows: (1) $200 million in attorneys’ fees from the Fund A Escrow Account, (2) $229 million from the Fund B Attorneys’ Fees Account, and (3) $138 from the MDL 1203 Fee and Cost Account. The joint petitioners acknowledged that there would be continuing work to administer the Settlement Agreement and therefore suggested that $14 million of the $429 million available in the Fund A Escrow Account and Fund B Attorneys’ Fees Account be reserved for later payment. Eleven objections were filed in response to the 2002 Joint Fee Petition. Twelve individual fee petitions were also filed by law firms whose time was disallowed in the 2001 Auditor’s Report. Seven of the twelve were resolved or otherwise disposed of before this court could decide them. In turn, the joint petitioners in the 2002 Joint Fee Petition objected to the individual fee petitions. We allowed limited discovery to take place before holding a two-day hearing on the 2002 Joint Fee Petition and the remaining individual fee petitions. Our decision was memorialized in PTO No. 2622. We declined to award the full amount requested because of the continuing work that needed to be done and instead awarded interim fees and costs as follows: (1)an interim award of counsel fees in the amount of $40,000,000 from, the Fund A Legal Fee Escrow Account and in the amount of $40,000,000 from the Fund B Legal Fee Escrow Account ...; (2) an interim award of counsel fees in the amount of $80,000,000 from the MDL 1203 Fee and Cost Account ...; (3) an award of costs in the amount of $11,484,152 from the MDL 1203 Fee and Cost Account ... ($6,465,815 having been previously advanced with court approval); .... Id. ¶¶ 1-3. This court also established the Fee and Cost Allocation Committee (“FCAC”) to “develop a plan of allocation and payment of the interim awards of counsel fees and costs among joint petitioners and those petitioners otherwise entitled.” Id. at 48-51. FCAC filed a proposed plan with the court. In PTO No. 2859 we overruled objections to the plan filed by six groups of recipients and approved FCAC’s proposal with one modification — we reduced Class Counsel’s share by $6,277,088.75. Appeals of PTO Nos. 2622 and 2859 were taken, but they were dismissed for lack of appellate jurisdiction as interlocutory orders. Diet Drugs, 401 F.3d 143 (3d Cir.2005). After the Interim Distribution took place, we were inundated with the flood of claims for Matrix Benefits and Downstream OpWOut cases that lead to the Fifth through Seventh Amendments to the Settlement Agreement. Now with the passage of more than ten years since fen-phen was withdrawn from the market and the calming of the litigation waters, we have reached a stage where closure is near and further delay in the award of counsel fees and costs would be unwarranted. While some work will still be needed well into the future, we will make what is for all intents and purposes a final award of costs and fees, with some funds held in reserve for yet to come fees and costs. F. RENEWED JOINT PETITION FOR A FINAL AWARD OF COUNSEL FEES AND EXPENSE REIMBURSEMENTS PROCEDURE On January 5, 2007 this court issued PTO No. 6827 seeking suggestions from interested parties for a procedure and schedule in connection with petitions for a final award of attorneys’ fees, litigation expenses, and costs. The court held a hearing to consider such suggestions on March 1, 2007. In response to PTO No. 6827, four mem-oranda were initially filed, with two responsive memoranda filed thereafter. Also, on February 1, 2007, Michael Fish-bein, Esq., a member of Class Counsel, filed a notice of compendium of agreements with regard to the award and allocation of common benefit fees and expense reimbursements and the refund of certain amounts deposited into the Fund B Attorneys’ Fees Account and MDL 1203 Fee and Cost Account (“Compendium of Agreements”). The purpose of the notice was to place on the record the Compendium of Agreements, which includes the following: (1) The PMC/MDL Attorneys Agreement; (2) The Seventh Amendment Liaison Committee Agreement; (3) the “Free States” Agreement; (4) the Agreement with the “Non-PMC Refund Counsel”; (5) the Agreement with' “the Remaining Individual Petitioners”; (6) Letter-Agreement with Counsel for the Washington State Class; (7) Letter-Agreement between Class Counsel and Ervin A. Gonzalez, Counsel for the Florida Class; (8) Letter-Agreement Between Class Counsel and Feldman, Shepard & Wohlgelernter, Counsel for Sub-Class 2(A); (9) Letter-Agreement Between Class Counsel and Strauss & Try, Counsel for Sub-Class 3; (10) the Fleming Agreement; and, (11) the “Major Filers” Agreement. The “Major Filers” include fifty law firms, which together represent: (1) 97% of the Downstream OpWOut plaintiffs who filed lawsuits subject to MDL 1203 fee assessments; (2) 26,000 Level I and Level II Matrix Benefits claimants whose claims were ultimately disposed of as Category One Claims under the Seventh Amendment; and (3) half of all Class Members who have been paid Matrix Benefits by the Trust through May 31, 2007. 2007 Fishbein Aff. ¶ 45. According to the Joint Petitioners, there are “four significant elements” to the fee agreements contained in the Compendium of Agreements: • The Joint Fee Applicants agreed to apply for the award of common benefit fees as set forth in the ... Joint [Fee] Petition, and the Major Filers agree to join in that Petition and to refrain from making or pursuing any objections to such an award; • The Joint Fee Applicants and the Major Filers agreed to jointly apply for an order directing a refund of certain amounts previously deposited in the Fund B Attorneys’ Fees Account and the MDL 1203 Fee and Cost Account as set forth in the ... Joint [Fee] Petition; • The Joint Fee Applicants agreed to allocate the aggregate amounts awarded by the Court among themselves on a percentage basis such that the allocation agreement will be operative regardless of the dollar amount awarded by the Court from any given fund; and • The Joint Fee Applicants agreed to creation of a Fee Reserve (also the “Reserve Fund”) in the amount of [approximately] $30 million, to provide compensation for future common benefit services performed in this litigation. Joint Petrs.’ Br. 31. The hearing pursuant to PTO No. 6827 went forward on March 1, 2007. On March 9, 2007 we issued PTO No. 7031 establishing a procedure for “the orderly and efficient presentation and determination of requests for the award of attorneys’ fees and reimbursement of litigation expenses” from the Settlement Agreement fee sources, that is, the Fund A Escrow Account, Fund B Attorneys’ Fees Account and the Supplemental Class Settlement Fund, and the MDL 1203 Fee and Cost Account. PTO No. 7031. The details of the procedure are set forth in that PTO. In short Mr. Winikur was to submit a new report of the professional time and expenses reported by counsel as being eligible for payment as of March 31, 2007, hereinafter “March, 2007 Auditor’s Report.” Each law firm, lawyer, or other party that submitted time or expense reports to Mr. Winikur was then required to submit to Arnold Levin, Esq., Plaintiffs’ Liaison Counsel in MDL 1203, a “Fee Presentation.” PTO No. 7031 included a detailed list of the information to be included in each Fee Presentation. Mr. Levin was then charged with submitting a “generic, consolidated, joint petition (the ‘Joint Petition’) for an award of attorneys’ fees and reimbursement of expenses ... [that] encompass[ed] all timely Fee Presentations which eonform[ed] with [PTO No. 7031].” Id. ¶ 7. The Joint Petition was to be filed and served no later than July 16, 2007. The Joint Petition was in fact properly filed and served on that date. Any Applicant seeking an award of attorneys’ fees or reimbursement of expenses not included in the Joint Petition was required to submit a separate petition to Mr. Levin no later than July 23, 2007. Mr. Levin was then to compile all separate petitions and file the compilation with this court. No separate petitions were submitted to Mr. Levin. However, a separate renewed motion for incentive awards was filed by the named plaintiffs in Bloom v. Am. Home Prods. Corp., No. 98-20047 (E.D.Pa.), Nourse v. Am. Home Prods. Corp., No. 98-20377 (E.D.Pa.), and Staten v. Am. Home Prods. Corp., No. 98-20460 (E.D.Pa.). PTO No. 7031 also provided for a one month discovery period, from August 15, 2007 until September 14, 2007. Discovery requests were initially handled by Special Discovery Master Miller with a right to appeal any decision to this court. PTO No. 7031 ¶¶ 13, 14. Only one discovery request was made. The law firms of Freedland Farmer Russo Behren & Shelter and Raymond Valori, P.A., collectively, “Freedland and Valori,” sought the deposition of Michael D. Fishbein, Esq. Special Discovery Master Milter made an initial determination which was then appealed to this court. After a telephone conference with counsel, we issued an Order allowing Freedland and Valori to depose Mr. Fish-bein for no more than two hours and limiting the questions at the deposition to those regarding “the [Major Filer] Agreement between Levin, Fishbein, Sedran and Ber-man, the Plaintiffs’ Management Committee, and the Major Filers, its terms, and its meaning.” PTO No. 7437 (Sept. 25, 2007). The deposition of Mr. Fishbein went forward as ordered, and no further discovery requests were made. Pursuant to PTO No. 7031, any memorandum of law in opposition to the Joint Petition was required to be filed and served no later than October 1, 2007. As of that deadline, two oppositions were filed — one from Freedland and Valori, and a second from Attorney Brian S. Riepen, Esq. Plaintiffs’ Liaison Counsel filed reply memoranda to each of the oppositions. Attorney Stephen A. Shelter, Esq. also filed a reply to the Freedland and Valori opposition. On November 15, 2007, this court held a one day hearing on the Joint Petition and renewed motion for incentive awards by the named plaintiffs in Bloom, Nourse, and Staten. III. REIMBURSEMENT OF COSTS TO JOINT FEE APPLICANTS FROM THE SETTLEMENT FUND AND MDL 1203 FEE AND COST ACCOUNT We will first consider the reimbursement of certain costs from the Settlement Fund and MDL 1203 Fee and Cost Account, as this determination will affect the amount of money available for any award of attorneys’ fees. According to the March, 2007 Auditor’s Report, the Joint Fee Applicants have incurred $24,233,865.23 in expenses for the common benefit of the Class Members and the plaintiffs in MDL 1203. We have already authorized the reimbursement of the majority of these expenses, as follows: • $11,484,152 to the PMC/MDL Attorneys from the MDL 1203 Fee and Cost Account. See PTO No. 2622. • $4,218,244.08 to counsel in the certified state court class actions from the Fund A Escrow Account. See PTO Nos. 5327, 5537. • $6,988,567.25 to the PMC/MDL Attorneys from the MDL 1203 Fee and Cost Account. Thus, all but $1,542,901.90 in eligible expenses have already been reimbursed. In addition to requesting that the remaining expenses now be reimbursed, the Joint Petitioners also maintain that the prior reimbursements have, in some instances, been paid from the incorrect source. First they maintain that under the terms of the Settlement Agreement, the $4,218,244.08 paid from the Fund A Escrow Account should have been paid from the Settlement Fund which came into being as a result of the consolidation of Settlement Fund A and Settlement Fund B. See PTO No. 2677. Second, they contend that at least 50% of the $18,472,719.25 paid from the MDL 1203 Fee and Cost Account were for expenses incurred for work related to the Settlement Agreement, not the MDL, and therefore should be reimbursed from the Settlement Fund. Class Counsel and Wyeth have executed a stipulation to this effect. Joint Pet. Ex. C. We agree with the Joint Petitioners that the reimbursements made from the Fund A Escrow Account should actually have been made from the Settlement Fund. The Settlement Agreement provides: “The monies held by Fund A shall be available and shall be used to pay ... out-of-pocket and pre-settlement litigation expenses of Plaintiffs’ Counsel approved by the Court for reimbursement in relation to Fund A .... ” Settlement Agreement § III.B.2. As our orders reimbursing costs were interim in nature, we will direct the Trust to transfer $4,218,244.08 from the Settlement Fund to the Fund A Escrow Account. As for the reimbursements made from the MDL 1203 Fee and Cost Account, we will honor the parties’ agreement that 50% of the money already paid from that account was for expenses incurred for work on the Settlement Agreement. Accordingly, we will direct the Trust to transfer $9,236,359.63 from the Settlement Fund to the MDL 1203 Fee and Cost Account. Finally, with regard to the outstanding $1,542,901.90 in reimbursable expenses, half is for expenses incurred for work performed on the Settlement Agreement and half is for expenses incurred for work performed on the MDL. We will therefore order the Trust and the MDL 1203 Escrow Agent each to pay $771,450.50 to the Joint Fee Applicants for outstanding expenses. IV. AWARD OF ATTORNEYS FEES UNDER THE SETTLEMENT AGREEMENT We now turn our attention to the requested award from the Settlement Agreement. In short, the Joint Fee Applicants request an attorneys’ fees award of approximately $402,816,272.00 under the Settlement Agreement, in addition to the $76,861,455.62 awarded in the Interim Distribution for a total of $479,677,727.62. The Joint Fee Applicants base this request on their calculation that approximately $7.5 billion in benefits were created and provided by the Settlement Agreement. A. ATTORNEYS’FEE REQUEST The Joint Petition seeks payment of attorneys’ fees from the three fee sources under the Settlement Agreement: (1) $161,569,272 from the Fund A Escrow Account in addition to the $38,430,728 Interim Distribution from that Account, for a total of $200,000,000; (2) $159,000,000 from the Fund B Attorneys’ Fees Account in addition to the $38,430,728 Interim Distribution from that Account, for a total of $197,430,728; and (3) 7% of all Individual Payment Amounts due to Category One Class Members under the Seventh Amendment. No Interim Distribution was made from the Seventh Amendment Supplemental Fund which did not exist at that time. If this court were to grant the full amount the Joint Petitioners request, the principal amount of $200,000,000 in Fund A Escrow Account would be exhausted and an estimated $19,750,000 in net interest would remain. Including the $4,218,244.08 in expenses paid from the Fund A Escrow Account which should have been paid from the 'Settlement Fund itself, approximately $23,968,244.08 would be left in the Fund A Escrow Account. The Fund B Attorneys’ Fees Account would also be significantly reduced. The Interim Distribution plus the amount now requested is 86.21% of the principal amount of $229,000,000. Counting the Fund B Attorneys’ Fees Account principal plus an estimated net interest as of December 31, 2007 of $22,930,000 the fee award would be 78.37% of the total available. The Joint Petitioners suggest that the remaining $50,889,067 in the Fund B Attorneys’ Fees Account should be refunded to Class Members under the terms of the Settlement Agreement. See Settlement Agreement §§ VIII.E.l.b-c. The residual of almost $4 million would then be included in the Reserve Fund. Wyeth agreed to pay $1.275 billion into the Supplemental Fund created by the Seventh Amendment to the Settlement Agreement for Category One Class Members. The Joint Petitioners estimated that 7% of all Individual Payment Amounts due to Category One Class Members under the Seventh Amendment would be approximately $82,250,000.00 by December 31, 2007. A joint petition for final distribution of Category One payments is currently pending. The declaration and report by the Seventh Amendment Fund Administrator in support of the joint motion by the Fund Administrator, Class Counsel and Seventh Amendment Liaison Committee for final distribution of the Supplemental Fund, seeks a final distribution of $798,827,942.50 to these class members. Assuming we grant the joint motion for final distribution, the $798,827,942.50 plus the $317,541,402.80 in partial distributions that were made pursuant to PTO Nos. 6875 (Jan. 23, 2007) and 7129 (Apr. 20, 2007) will bring the total Individual Payment Amounts distributed to $1,116,369,345.30. Seven percent of that amount is $78,145,854.17. B. LEGAL ANALYSIS “[A] thorough judicial review of fee applications is required in all class action settlements.” In re General Motors Corp. Pick-Up Truck Fuel Tank Prods. Liab. Litig., 55 F.3d 768, 819 (3d Cir.1995). This oversight function serves not only to detect abuse but also to deal with potential public misunderstandings. Id. at 820. “[T]he district court must exercise its inherent authority to assure that the amount and mode of payment of attorneys’ fees are fair and proper. This duty of the court exists independently of any objection.” In re Cendant Corp. PRIDES Litig., 243 F.3d 722, 730 (3d Cir.2001) (quoting Zucker v. Occidental Petroleum Corp., 192 F.3d 1323, 1328-29 (9th Cir.1999)). There are two types of cases in which attorneys’ fees are typically awarded and two corresponding methods for calculating attorneys’ fees depending on the type of case. Id. at 732. First, the percentage of recovery method is generally used in common fund cases such as this. In re Prudential Ins. Co. of Am. Sales Practice Litig., 148 F.3d 283, 333 (3d Cir.1998). It “resembles a contingent fee in that it awards counsel a variable percentage of the amount recovered for the class.” GM Trucks, 55 F.3d at 819 n. 38. Second, the lodestar method has traditionally been applied in statutory fee-shifting actions. Prudential, 148 F.3d at 333. The lodestar value is calculated by multiplying the hours worked by counsel by a reasonable hourly fee. Gunter v. Ridgewood Energy Corp., 223 F.3d 190, 195 n. 1 (3d Cir.2000). In considering the 2002 Joint Fee Petition for attorneys’ fees and costs, we observed that there had been “much discussion about the proper methodology to employ when awarding counsel fees in a class action settlement.” Diet Drugs, 2002 WL 32154197 at *10 (E.D.Pa. Oct.3, 2002) (citing In re Cendant Corp. Litig., 264 F.3d 201, 255-56 (3d Cir.2001)); GM Trucks, 55 F.3d at 821-22; In re Orthopedic Bone Screw Prods. Liab. Litig., 2000 WL 1622741, at *4-5 (E.D.Pa. Oct.23, 2000); Report of the Third Circuit Task Force, Court Awarded Attorney Fees, 108 F.R.D. 237 (1985). In overruling certain objections, we noted that: “The day of the lodestar has passed in class actions such as this, save for perhaps its use as a crosscheck in some cases. It is now clear that in the Third Circuit the percentage of recovery method should be utilized in common fund cases.” Id. (internal citations omitted). Since that time, our Court of Appeals has repeatedly explained that the percentage of recovery method is favored when evaluating a petition for attorneys’ fees and costs in a common fund case. See e.g. In re Rite Aid Corp. Sec. Litig., 396 F.3d 294, 300 (3d Cir.2005); In re AT&T Corp. Sec. Litig., 455 F.3d 160, 164 (3d Cir.2006). An abbreviated version of the lodestar analysis, however, is recommended to cross-check the reasonableness of the award. Id. To begin the percentage of recovery analysis, the court must first make an assessment of the value of the settlement. GM Trucks, 55 F.3d at 822. Then, as mentioned above, the court awards a reasonable percentage of that value as attorneys’ fees. In setting a reasonable percentage award, the Third Circuit has instructed courts to consider the following, commonly referred to as the “Gunter Factors”: (1) the size of the fund created and the number of persons benefitted; (2) the presence or absence of substantial objections by members of the class to the settlement terms and/or fees requested by counsel; (3) the skill and efficiency of the attorneys involved; (4) the complexity and duration of the litigation; (5) the risk of nonpayment; (6) the amount of time devoted to the case by plaintiffs’ counsel; and (7) the awards in similar cases. Gunter, 223 F.3d at 195 n. 1; see Cendant PRIDES, 243 F.3d at 735-41. Our Court of Appeals has also advised that three additional factors, commonly referred to as the “Prudential Factors,” should be considered. AT & T, 455 F.3d at 165-66. The Prudential Factors are: (1) the value of benefits accruing to class members attributable to the efforts of class counsel as opposed to the efforts of other groups, such as government agencies conducting investigations; (2) the percentage fee that would have been negotiated had the case been subject to a private contingent fee agreement at the time counsel was retained; and (3) any innovative terms of settlement. Prudential, 148 F.3d at 338-40. These ten combined Prudential/Gunter Factors are by no means exhaustive. We may also to consider “any other factors that are useful and relevant with respect to the particular facts of the case.” AT & T, 455 F.3d at 166. Moreover, the factors “need not be applied in a formulaic way,” and the paramount focus should be evaluating “what class counsel actually did and how it benefitted the class.” AT & T, 455 F.3d at 165-66 (quoting Rite Aid, 396 F.3d at 301; Prudential, 148 F.3d at 342). The lodestar cross-check is just that — a check to “ensure that the proposed fee award [under the percentage of recovery method] does not result in counsel being paid a rate vastly in excess of what any lawyer could reasonably charge per hour, thus avoiding a ‘windfall’ to lead counsel.” Cendant Corp., 264 F.3d at 285. Performing the percentage of recovery analysis alone may result in suggested fees well in excess of the tittle they actually spent securing benefits for class members. The lodestar cross-check may demonstrate that the total award should be reduced to prevent a windfall. Thus, this cross-check is an important part of any fee analysis. Rite Aid, 396 F.3d at 306-07. C. PERCENTAGE OF RECOVERY ANALYSIS To undertake the percentage of recovery analysis, we begin by valuing the Settlement Agreement before moving on to analyze the Prudential/Gunter Factors. 1. VALUATION The determination of the value of the Settlement Agreement is more than a simple numerical calculation. The money available for payment to Class Members under the terms of the Settlement Agreement is part of the valuation as well as any intangible benefits. See G.M. Trucks, 55 F.3d at 822. The Settlement Agreement here poses a novel question. We must decide whether to value the Settlement Agreement as a whole or conduct separate valuations of the benefits conferred by each of the three distinct funds established under it. As explained above, the Settlement Agreement, as it was originally-adopted, created two distinct funds from which benefits were conferred — Fund A and Fund B. With approval of the Fifth Amendment to the Settlement Agreement, these two funds were merged to create a single Settlement Fund from which benefits were paid. See PTO No. 2677. The Supplemental Class Settlement Fund established by the Seventh Amendment to the Settlement Agreement created yet another distinct fund from which benefits were paid. See PTO No. 4567. We have found no other case, and none has been cited to us, where such a situation exists. The Joint Petitioners argue that the Settlement Agreement’s funds should be valued and considered together. In essence, they maintain that the Settlement Agreement confers a continuum of benefits upon Class Members. Our Court of Appeals which has ruled that in deciding on the issue of attorneys’ fees “the final award must depend on a full assessment of the extent of the benefits received by plaintiffs.” Prudential, 148 F.3d at 337 n. 116. On the other hand, the Freedland and Valori Objection argues that the Joint Petition “fails to allocate the burden of paying for each of [the] quantified benefits to those who received them,” but instead “requests that the funds essentially be treated in aggregate and not distributed in accordance with these benefits.” Freed-land and Valori Objection 7. We agree with the Joint Petitioners that the court must look to all benefits, tangible and intangible, as a whole when calculating the value of the Settlement Agreement and the appropriate award therewith. The benefits conferred upon Class Members under the Settlement Agreement are not mutually exclusive. Indeed, a single Class Member may receive benefits under Fund A and Fund B, which are now consolidated into the Settlement Fund, and the Supplemental Fund. Such a Class Member, for example, could receive a free echocardio-gram under Fund A, a Category One Class Member payment under the Supplemental Fund and unfortunately have his or her disease progress so that compensation for High Level Matrix Claim under Fund B is appropriate. See Settlement Agreement § IV, Seventh Amendment §§ VII, IX.A. The circumstances here are distinct from In re Rite Aid Corp. Sec. Litig., 396 F.3d 294 (3d Cir.2005), in which district courts were cautioned that they should “not conflate [] two distinct settlements ....” Id. at 302 n. 11. In that case, a securities class action, a first settlement agreement was negotiated between the class and certain defendants. After court approval of the first settlement agreement, the non-settling defendants filed an appeal arguing that a provision barring claims by non-settling defendants against settling defendants was too broad. Before the appeal could be heard, a second settlement agreement resolving the claims against the non-settling defendants was negotiated and ultimately approved by the court. Id. at 297-98. In Rite Aid there were two distinct sets of parties that were affected by the two different settlement agreements. The Settlement Agreement here affects the rights and obligations of “Class Members” and “Released Parties,” as defined in the Settlement Agreement. Settlement Agreement §§ II.B, 1.48. Although the benefits Class Members receive are di~ verse and Class Members’ paths toward receiving benefits frequently diverge, the Settlement Agreement is intended to be fully integrated and plenary. In performing the percentage of recovery analysis and lodestar cross-check, we will therefore value the Settlement Agreement as a whole. We will begin by summarizing the monetary value of the Settlement Agreement. We have previously stated that the original Settlement Agreement, that is, the Settlement Agreement before the approval of the Seventh Amendment, created an “aggregate global settlement fund of $3.75 billion .... ” Diet Drugs, 226 F.R.D. at 503. This number is reached by adding: • $1 billion paid by Wyeth into the Fund A account to pay Fund A benefits. See Settlement Agreement § III.B.l. • $200 million paid by Wyeth into the Fund A Escrow Account to pay common benefit fees. See Settlement Agreement § III.B.3. • $2.55 billion obligation of Wyeth to pay Fund B benefits. See Settlement Agreement § III.C. The face value of the original Settlement Agreement for the purpose of determining an award of attorneys’ fees is therefore $3.75 billion. The principal amount paid into Fund A and Fund B, that is $1.65 billion, has also been earning interest. As of March 31, 2007, the interest earned was $94,956,117. Interest is properly included in the monetary value of the original Settlement Agreement. See In re Am-picillin Antitrust Litig., 526 F.Supp. 494, 495 n. 2 (D.D.C.1981). The approval of the Seventh Amendment to the Settlement Agreement in 2005 has significantly increased its monetary value. Wyeth paid the principal amount of $1,275 billion into the Supplemental Fund for the payment of Category One Benefits. In addition, Wyeth agreed to fund Category Two benefits for all eligible Class Members. As of March 31, 2007 Wyeth had paid $167,255,399 in Category Two Benefits, bringing the total value of the Category One and Two benefits as of that date to $1,442,255,399. The face value of the Settlement Agreement including Funds A and B (now consolidated into one Settlement Fund), the Fund A Escrow Account, interest earned on the Settlement Fund, and the Supplemental Fund under the Seventh Amendment to the Settlement Agreement equals $5,287,211,516 or approximately $5.29 billion. The Joint Petitioners further assert that the valuation of the Settlement Agreement should include an additional $2,300,000,000 which was paid to between 60,000 and 70,000 Class Members who exercised their Downstream Opt-Out rights and pursued actions against Wyeth in the tort system. The Joint Petitioners argue that without the Settlement Agreement these claims would have been futile because they would have been barred under the applicable statutes of limitations. According to the Joint Petitioners, the Settlement Agreement “revived the moribund compensation rights of all injured Class Members .... ” Joint Petrs.’ Br. 56. The Joint Petitioners note that the vast majority of states employs a one-year or two-year statute of limitations for tort claims. Even if the discovery rule tolled the running of the applicable limitations periods, Class Members would have “discovered” their injuries at the latest in March, 2000 when the extensive Class notice campaign ended. Therefore, the Class Members’ claims would have been time barred in March, 2002, at the latest, two months after Final Judicial Approval of the Settlement Agreement and well before almost all Class Members had exercised their Downstream Opt-Out rights. As a result, the Joint Petitioners maintain, “the opt-out provisions of the Settlement conferred a tangible benefit upon the ’60,000 to 70,000’ Class Members who took advantage of the claims preservation feature” and “it was the successful efforts of Class Counsel and the other Common Benefit Attorneys— both in litigating the underlying class action and in fashioning the terms of the Settlement — that were the primary force in bringing about payment of approximately $2.3 billion in compensation to these Class Members.” Id. at 61. In support of their argument, the Joint Petitioners rely heavily on Prudential. That was a class action arising from the purported deceptive sales practices of the defendant, an insurer. The first individual and class action cases were filed against the defendant in early 1994. 148 F.3d at 290. On April 25, 1995 the New Jersey Insurance Commissioner created the Mul-ti-State Life Insurance Task Force to investigate defendant’s alleged wrongdoing. Id. at 290-91. Just one day later, on April 26, 1995, defendant moved to consolidate the federal actions in the District of New Jersey. Id. at 292. A settlement agreement was reached but not before the Mul-ti-State Life Insurance Task Force had developed a remediation plan that was adopted by some states. Id. at 294. The settlement agreement required those states to modify the remediation plan to conform to it. Id. In reviewing a petition for attorneys’ fees, the district court based its percentage of recovery award on “ ‘the entire value of the settlement, including any portion which would have been provided to the class under the Task Force Plan’ ... based on [its] conclusion that class counsel was a ‘material factor