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B. P_rofessional Memberships Since 1957, I have served on a number of cancer research project committees. From 1958-1960, I served on the Advisory Committee on Research on Etiology of Cancer, for the American Cancer Society and in 1963 I served on the Expert Panel on Carcinogenicity for the International Cancer Research Commission of the International Union Against Cancer. In 1964, I was appointed by President Johnson to head the National Institutes of Health Study Committee Panel on Pathology under Secretary of Health, Education and Welfare, Joseph Califano. From 1967-1969, I served on the committee of American Association for Cancer Research as Representative to USA National Academy of Sciences- National Research Council. From 1972-1973 and 1974-1977, I worked on the Carcinogenesis Advisory Board and the Board of Scientific Councillors Advisory Group, U.S.-Japan Cooperative Cancer Research Program for the National Cancer Institute. From 1977- 1979, I was Chairman of the Governing Council for the World Health Organization, International Agency for Research on Cancer. From 1981-1982, I was Chairman of the Public Issues Committee for the American Association for Cancer Research. C. Honorary Membershins I have been a member of the following: 1) American Association for Advancement of Science 2) American Association for Cancer Research 3) American Association of Pathologists and B i l i t t er o s ac og s 4) American College of Toxicology 5) American Society for Experimental Pathology 6) American Society for Investigative Pathology 7) Armed Forces Institute of Pathology 8) New York Pathological Society 9) International Academy of Pathology 10) Society for Risk Analysis D. Honors and Awards I have received the following professional honors and awards: 1) Comfort Crookshank Award for Cancer Research, 1978 2) Japanese Cancer Association, Honorary Member, 1979 3) Institute of Medicine, National Academy of 4) Sciences, 1979 Claude M. Fuess Award, 1980 Page 2 of 17

Rule 26 Expert Report DR. ARTHUR C. UPTON I. INTRODUCTION My name is Arthur C. Upton. My business address is Robert Wood Johnson Medical School, Environmental and Occupational Health Institute, 170 Freling Huysem Rd., Piscata Way, New Jersey, 08854. I was retained by Plaintiffs' counsel Howarth & Smith, on behalf of Plaintiffs Lilo McLean and Mark Huth, to consult in the case of McLean et al. v. R.J. Reynolds, et al. My rate for consulting and court or deposition testimony is $200 per hour. II. BACKGROUND AND EDUCATION I was born in Ann Arbor, Michigan. I have been a medical doctor and pathologist for over 40 years. I studied for six years and graduated from the University of Michigan, in 1946, receiving both BA and MD degrees. After receiving my MD degree, I did three years of residency at University Hospital, Ann Arbor, Michigan and became a board certified pathologist specializing in anatomy. I have been a member in good standing with the American Board of Pathology since 1952. A. Professional Experience After receiving my MD and BA degrees from the University of Michigan, I held positions as Pathologist and Chief of the Pathology-Physiology Section at Oak Ridge National Laboratory from 1951 to 1969. From 1969 to 1975, I held positions as Professor of Pathology, Chairman of the Department of Pathology and Dean of the School of Basic Health Sciences at State University of New York at Stony Brook. I also served as Captain in the United States Armed Forces from 1955 to 1970 and R. Admiral, in the United States Public Health Services from 1977 to the present. From 1961- 1964, I held offices as member of the Board of Directors, Vice-President and President of the American Association for Cancer Research. From 1966-19b8, I held offices as Councilor, Vice-President and President of the American Society for Experimental Pathology. From 1977-1979 I was the Director of the National Cancer Institute. Presently, I am on the Board of Directors for both the Society for the Study of Comparative Oncology and the International Consortium for Research on the Health Effects of Radiation. Page 1 of 17

33) Lorillard Creative Research Director Writes Professor Charles Seide, Cooper Union re Creating a Package Appealing to Kids, 8/13/70 34) WSJ Article (7/21/95) "Letter From a Tobacco Company to an Art Professor, August 1970" 35) B&W Letter From David Hardy, Shook, Hardy, Ottoman, Mitchell & Bacon, to Debaun Bryant, 8/20/70 37) RJR Memo From Mike Jordan to S&H Attorneys, 4/29/88, "John Robinson's California Cases" 38) Letter From John Heller of New England Institute For Medical Research, Inc. to Dr. Robert N. Dupuis of Philip Morris 39) Lisher & Company, Inc., Marketing Management Consultants' Proposal For Low Delivery Project For Brown And Williamson 40) "Tobacco: The Controversy Is Real" by William Kloepfer, The Tobacco Institute 41) "Survey of Cancer Research With Emphasis Upon Possible Carcinogens From Tobacco" 42) Tobacco Industry Research Committee Report, Statement by The Scientific Director, November 8,1957, Attachment #2 43) RJR Scientific Advisory Board Luncheon Meeting Minutes, Informational Memorandum, November 11, 1957 44) Philip Morris Memo from J.E. Lincoln to R.R. Milhiser re "Two Complexes, a Compound and a Campaign", April 23, 1958 45) RJR Report "Research Planning Memorandum on the Nature of the Tobacco Business and the Crucial Role of Nicotine Therein" 46) RJR Report "Strategic Research Report - Younger Adult Smokers: Strategies and Opportunities", February 29, 1984 47) RJR Memos to Sales Reps From J.P. McMahon re Young Adult Market Targeting High Schools, January 10, 1990 48) RJR Memo from R.G. Warlick to All Representatives re Young Adult Market-targeting High Schools SIS Accounting Group, April 5, 1990 Co tV (N Page 10 of 17 ~D ~ ~ c.n rn

5) IBM-Princess Takamatsu Cancer Research Foundation, Lecturer, 1981 6) Failla Memorial Lecturer, Health Physics Society, Greater New York Chapter, 1983 7) CHUMS Physician-of-the-Year Award, 1985 8) Basic Cell Research in Cytology Lectureship Award, 1985 9) New-York Academy of Sciences, Honorary Life Member, 1991 10) Fellow, American Association for Advancement of Science 11) National Council on Radiation Protection and Measurement, Honorary Member, 1992 12) Lovelace Medical Foundation Award for Excellence in Environmental Research, 1993 13) Distinguished Life Membership, American Registry of Pathology, Armed Forces Institute of Pathology, 1993 14) 1997 Distinguished Achievement Award, Society for Risk Analysis E. Teaching Positions I was an Instructor of Pathology at the University of Michigan Medical School from 1950-1951. From 1969-1977, I was the Professor of Pathology in the Health Sciences Center at State University of New York at Stony Brook. From 1980-1992, I was Professor and Chairman of the Department of Environmental Medicine at New York University, School of Medicine. At the University of New Mexico School of Medicine, I was Clinical Professor of Pathology from 1992-1995 and Clinical Professor of Radiology from 1993 to the present. Currently I am Clinical Professor of Environmental & Community Medicine at UMDNJ-Robert Wood Johnson Medical School. III. PUBLICATIONS I have authored over 350 published articles, books and reports. These include: 1) The Radiobiology of the Cancer Cell, Federation Proceedings, Vol. 17, 698-713 (1958). 2) Current Trends of Cancer Research, 6th IBM Medical Svmnosium, 591-600 (1964). 3) Summary Report of the Chairman. National Cancer Program Planning Conference, National Cancer 00 !V Page 3 of 17 W ~ ~ ~ .~ ~

• Carcinoma of the Lung", published in the British Medical Journal in 1950. The scientific evidence and literature also confirms that cigarette smoking causes approximately 30 diseases, including various types of cancer, as well as vascular diseases, respiratory diseases, and gastrointestinal diseases. For example, see "The Relationship between Human Smoking Habits and Death Rates", By E. Hammond and D. Horn (referenced above)and also "Effect of Smoking on the Production and Maintenance of Gastric and Duodenal Ulcers" in Lancet Vol. 1 (at pp. 657-662), By Doll R., Jones F.A., and Pygott F. Based on the Declaration of Ted Huth, David McLean's brother, the Depositions of Lilo McLean, David McLean's widow, and Mark Huth, his son, in addition to the smoking history in the medical records, David McLean began smoking cigarettes in approximately 1934, when he was 12 or 13 years old. He continued to smoke approximately one to two packs a day, although he occasionally smoked as much as five packs in a day in Marlboro commercials, up until 1993, when he was forced to quit smoking because of surgery to remove his lung cancer. it is my medical opinion that David McLean's lung cancer, cardiovascular disease and chronic obstructive pulmonary disease were caused by his cigarette smoking. Based on my review of David McLean's medical records, David McLean's pathology reports, David McLean's Death Certificate, and the slides of tissue samples taken from David McLean's thoracoscopy and abdomen surgery, it is my opinion that David McLean died from carcinoma of the lung, and that his lung cancer was caused by his lifetime history of smoking cigarettes. 3. Mr. McLean's Addiction to Cigarette Smoking Dr. Matthew Connolly, M.D. and clinical pharmacologist, who treated David McLean for extreme pain in the last stages of his terminal cancer, has concluded based on his personal knowledge of the patient and his smoking history that David McLean became addicted to smoking in his early adolescence, at approximately 12 or 13 years of age; I concur with Dr. Connolly's diagnosis based on the materials I reviewed independently, including Mr. McLean's medical records and smoking history, and based on the medical literature on addiction. Page 14 of 17

Institute, National Institutes of Health, U.S. Department of Health, Education and Welfare, Washington, D.C. (1975). 4) The National Cancer Institute and its Redefined Mission, Grants Magazine, 1:113-128 (1978). 5) "Future Directions in Cancer Prevention", (Preventive Medicine 9:309-314, 1980) 6) Cancer, By Upton A.C. and Golumbia N., Medical and Health Annual Encyclopedia Britanica, Chicago (1979). 7) Consensus Conference on Screening for Lung Cancer, By Fink D.J. and Upton A.C., Vet. Human Toxicol., 21:339-352 (1979). 8) "Environmental Causes of Cancer" (In: Anticarcinogenesis and Radiation Protection, edited by O.F. Nygaard and A.C. Upton, Plenum Press, New York, 1991, pp. 13-20). 9) Cancer Induction and Nonstochastic Effects, British Journal of Radioloav, 60: 1-16 (1987). 10) Carcinogenic Risk Assessment in Proper Perspective, Toxicology and Industrial Health, 4:443-452 (1988). IV. CASES The following are cases for which I testified as an expert either in deposition or at trial within the last four years: Glen James, et a1. v. Southern California Edison Co., United States District Court, Southern District of California, Case No. 94-1085-J. (Deposition testimony, March 24, 1995; trial testimony, September 7, 1995.) V. MATERIALS REVIEWED In preparation for forming the opinions expressed below, in addition to the pathology research and cancer studies I have personally conducted over the course of my career, I have reviewed the following materials: A. I have reviewed the medical records of David McLean from the UCLA Medical Center, the UCLA Pain Center, Saint John's Hospital and Health Center, California Rehabilitation Medical Center, Hill and Cornell, M.D., American Eye Institute, Veteran's Administration Hospital, Cedars-Sinai Medical Center, Marvin J. Rapaport, M.D., Brotman Medical Center, Martin Cooper, M.D., CC) ND Page 4 of 17 w w ~ ~ cn O

i Morris, Inc., Liggett & Myers, Inc., Liggett Group, Inc., Brooke Group, Inc., R.J. Reynolds Tobacco Co., Brown & Williamson Tobacco Co., The American Tobacco Co., B.A.T. Industries P.L.C., British-American Tobacco Co., and by the Council for Tobacco Research - U.S.A., Inc., and the Tobacco Institute, Inc. Please see below for a list of documents reviewed: 1) Advertisement: "All the Fuss about smoking got me thinking I'd either quit or smoke True. I smoke True" 2) Memorandum from J.K. Wells, re: Document Retention dated 1/17/85 3) Memorandum from J.K. Wells, re: Southampton Smoking and Health material dated 6/15/79 4) Memorandum from J.K. Wells to E. Pepples, re: BAT Science dated 2/17/86 5) Memorandum from E. E. Kohnhorst from E. Pepples dated 8/16/84 6) Handbook For Leaf Blenders and Product Developers dated 2/1991 7) "Can we have an open debate about smoking?" published by RJR 8) "Youth" dated 1987 9) Statements by James Johnston dated 4/14/94 10) Letter from J.P. McMahon dated 1/10/90 11) Letter from J.P. McMahon dated 5/3/90 12) Memorandum dated 7/3/74 re: records an act, condition or event at or near the time of the act, condition, or event. 13) Letter from Jo F. Spach dated 1/11/90 14) Research Planning Memorandum on Some Thoughts About New Brands of Cigarettes For the Youth Market 15) "Frank Statement to Cigarette Smokers", 1954 16) Conversations With Dr. S.J. Green, Head of Research at BAT, 1/81 w Iv Page 8 of 17 Cni ~ ~ Cn .p.

Nicotine-Containing Cigarettes" by David Kessler, M.D., House Subcommittee on Health and the Environment, March 25, 1994 and the "Statement by David Kessler, M.D., Commissioner of Food and Drugs on th~e Control and Manipulation of Nicotine in Cigarettes", June 21, 1994. 12) "Smoking and Carcinoma of the Lung", Preliminary Report, By Doll R and Hill AB, British Medical Journal, Vol 2, 739, (1950). 13) "Cancer of the Lung in Relation to Tobacco", By Da ff M.E., Doll R., and Kennaway E.L., British Journal of Cancer, Vol. 5, 1-20 (1951). 14) "A Study of Aetiology of Carcinoma of the Lung", B y Doll R. and Hill A.B., British Medical Journal, Vol . 2, 1271 (1952). 15) "Smoking and Carcinoma of the Lung", By Doll R., Acta Un internat contr Cancer, Vol. 9, 495 (1953). 16) "Mortality in Relation to Smoking: Ten years' Observations of British Doctors", By Doll R. and Hill A.B., British Medical Journal, Vol. 1, 1339-1410, 1460- 1467 (1964). 17) "Mortality in Relation to Smoking: Forty years' Observation on Male British Doctors", By Doll R., Peto R., Wheatley K., Gray R., and Sutherland I., British Medical Journal, Vol. 309 (October 8, 1994). 18) "The Relationship between Human Smoking Habits and Death Rates", By Hammond E. and Horn D., JAMA (August 7, 1954). 19) "Prying Open the Door to the Tobacco Industry's Secrets About Nicotine", By Hurt R. and Robertson C., JAMA (October 7, 1998). 20) "Effect of Smoking on the Production and Maintenance of Gastric and Duodenal Ulcers", By Doll R., Jones F.A., and Pygott F., Lancet Vol. 1, 657-662 (1958). E. Tobacco Company Documents I have reviewed a number of documents, including internal memos and studies, and reports, articles and advertisements published by the major tobacco companies, including Philip Page 7 of 17

Dennis Evangelatos, M.D., Diagnostic Radiology, Antoine Hage, M.D., Lebovic, Schwimer, Goldberg, M.D.s, Richard M. Protzel, M.D., Michael Levine, M.D., Country Villa Westwood, Bob Hope Health Center, Mitchell D. Covel, M.D., Melani Shaum, M.D., Gray Bellack, M.D., Kenneth M. Tokita, M.D., Tower Radiology Medical Group, Neurological Rehab. Associates, Mason Hohl, M.D. I have reviewed a letter from Dr. Matthew Connolly concerning David McLean's addiction to tobacco. I have reviewed the death certificate for David McLean, identifying the cause of death as "metastatic carcinoma of the lung", and two pathology reports on David McLean, from 1993 and 1995. B. Tissue Sambles I have examined prepared and stained slides of tissue samples taken from David McLean, sent to me from the UCLA Pathology Department. The tissue samples were taken from his thoracoscopy in 1993 and his 1988 abdominal surgery. C. David McLean's Smoking History In addition to the letter from Dr. Connolly, I have reviewed the following: the March 3, 1998, Declaration of Ted Huth, David McLean's brother, which states that David McLean began smoking when he was approximately 12 years old; the February 16-17, 1998, Deposition of Lilo McLean, David McLean's widow, which describes, among other things, his smoking history and his medical treatment; and the February 17, 1998, Deposition of Mark Huth, David McLean's son. There is also discussion of his smoking history in the medical records. D. Medical and Scientific Literature In addition to my education, background, training, and experiences in cancer research, I have reviewed medical and scientific articles and studies on: (1) the link between tobacco, including cigarette smoking, and cancer and other diseases; (2) the medical community's awareness of the causal connection between tobacco and cancer, including lung cancer; (3) the medical community's awareness of the causal connection between cigarette smoking and other health problems related to cigarette smoke, including but not limited to, chronic obstructive pulmonary disease, including emphysema, and cardiovascular disease; and (4) the medical community's awareness of nicotine Page 5 of 17

49) RJR Memo from F.H. Christopher, Jr. re "What Causes Smokers to Select Their First Brand of Cigarettes", July 3, 1974 50) RJR Memo re "Research Planning Memorandum on Some Thoughts About New Brands of Cigarettes For The Youth Market", 2/2/73. 51) "Implications of Battele Hippo I&TI And The Griffith Filter", 7/17/63 52) BAT Co. Ltd - Minnesota Tobacco Litigation, Draft Report - Key Areas Product Innovatior. Over Next 10 Years For Long Term Development, 8/28/79 53) Arthur D. Little, Inc. Report "L&M - a Perspective Review"' March 15, 1961 54) Philip Morris, Motives And Incentives in Cigarette Smoking, William L. Dunn, Jr, w/chart 55) Memo From L.L. Long to R.B. Salignon re "Project Review 1960 Cigarette", June 3, 1960 56) Phillip Morris "Outline of The Research And Development Objectives For 1961" Presented to The R&D Committee by H. Wakeham, January 12, 1961 57) Philip Morris Advertisement, -What Does Philip Morris Have to Say About The Allegation of 'Nicotine Manipulation' 58) Philip Morris "Facts You Should Know" Advertisement 59) B&W Meeting Notes For 12/17/65 re Ctr, Expenses & General Counsel 60) Tobacco Industry Research Committee "A Frank Statement to The Public by The Makers of Cigarettes, 12/28/65 61) The American Tobacco Company President Paul Hahn's Letter to John Hill re The Policy of The Tobacco Institute 62) Memo from Fred Panzer to Horace Kornegay re the Roper Proposal, May 1, 1972 63) Memo From C.V. Mace to Dr. Dupuis re "Brief Comments on a Program to Produce a Low Delivery Filter Cigarette With Flavor", July 24, 1958. Page 11 of 17