Mays v. Bishop et al

Filing 31

STIPULATION AND ORDER STAYING ACTION PENDING OUTCOME OF ANNOUNCED ACQUISITION OF DEFENDANT JUNO THERAPEUTICS, INC. signed by Judge Ricardo S Martinez. The briefing schedule on Defendants' 28 Motion to Transfer is vacated; All other pretrial proceedings are stayed. (PM)

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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
IN RE JUNO THERAPEUTICS, INC.
DERIVATIVE LITIGATION

Lead Case No.: C17-1356 RSM
(Derivative Action)

This Document Relates To:

STIPULATED MOTION AND
ORDER STAYING ACTION
PENDING OUTCOME OF
ANNOUNCED ACQUISITION OF
DEFENDANT JUNO
THERAPEUTICS, INC.

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ALL ACTIONS.

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STIPULATED MOTION AND ORDER STAYING
ACTION PENDING OUTCOME OF ANNOUNCED
ACQUISITION OF JUNO THERAPEUTICS, INC.
LEAD CASE NO.: C17-1356 RSM

WILSON SONSINI GOODRICH & ROSATI, P.C.
701 Fifth Avenue, Suite 5100, Seattle, WA 98104-7036
Tel: [phone] • Fax: [phone]

Defendants Hans E. Bishop, Richard D. Klausner, Robert T. Nelsen, Howard H. Pien, Hal

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V. Barron, Thomas O. Daniel, Anthony B. Evnin, Mary Agnes Wilderotter, Marc Tessier-

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Lavigne, Steven D. Harr, and Mark J. Gilbert, and Nominal Defendant Juno Therapeutics, Inc.

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(“Juno”) (collectively, “Defendants”), and plaintiffs David E. Mays and Paul Szollosi

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(collectively, “Plaintiffs”), by and through their respective counsel, submit this Stipulated Motion

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and Proposed Order pursuant to LR 10(g):
WHEREAS, on September 8, 2017, Plaintiff David E. Mays filed a putative shareholder

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derivative action purportedly on behalf of Juno, and on November 6, 2017, Plaintiff Paul Szollosi

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filed a similar putative shareholder derivative action purportedly on behalf of Juno;

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WHEREAS, on December 5, 2017, the Court consolidated the two actions and ordered a

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briefing schedule for Defendants’ Motion to Transfer (“Motion”), with Defendants’ motion to be

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filed no more than fourteen days after the order, Plaintiffs’ opposition to be filed no more than 45

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days later, and Defendants’ reply to be filed no more than 30 days after Plaintiffs’ opposition is

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filed (Dkt. 27);
WHEREAS, pursuant to the December 5, 2017 consolidation order, Defendants filed their

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Motion on December 19, 2017 (Dkt. 28);

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WHEREAS, on January 22, 2018, Juno and Celgene Corporation (“Celgene”) announced

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the signing of a definitive merger agreement in which Celgene has agreed to acquire Juno for $87

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per share in cash (the “Acquisition”) pursuant to a tender offer for all outstanding shares of Juno

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(“Tender Offer”);
WHEREAS, the Tender Offer is anticipated to close in Q1 2018 (i.e., by the end of March

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2018);
WHEREAS, the parties agree that, if the Tender Offer is completed and the Acquisition
closes, Plaintiffs will no longer have standing to pursue these putative derivative actions;

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WHEREAS, for the purpose of ensuring that this action proceeds in an efficient and

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orderly fashion, counsel for the parties have conferred and agreed to suspend briefing on the

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Motion and all other pretrial proceedings herein, pending the outcome of the Tender Offer and

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STIPULATED MOTION AND ORDER STAYING
ACTION PENDING OUTCOME OF ANNOUNCED
ACQUISITION OF JUNO THERAPEUTICS, INC.
LEAD CASE NO.: C17-1356 RSM

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WILSON SONSINI GOODRICH & ROSATI, P.C.
701 Fifth Avenue, Suite 5100, Seattle, WA 98104-7036
Tel: [phone] • Fax: [phone]

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Acquisition;
NOW, THEREFORE, the undersigned parties, by and through their counsel of record,
hereby agree and stipulate to the following:
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The briefing schedule on Defendants’ Motion as ordered by the Court on
December 5, 2017 is vacated;

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2.

All other pretrial proceedings are stayed;

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3.

In the event the Acquisition fails to close, the parties agree to meet and confer in

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good faith to agree on a new schedule for the filing of Plaintiffs’ Opposition to the

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Motion and Defendants’ Reply in support of the Motion, as well as the hearing on

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the Motion.
Respectfully submitted,

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Dated: January 29, 2018

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Counsel for Defendants

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WILSON SONSINI GOODRICH & ROSATI, PC
/s/ Gregory L. Watts
Gregory L. Watts, WSBA #43995
701 Fifth Avenue, Suite 5100
Seattle, Washington 98104
Telephone: [phone]
Facsimile:
[phone]
Email: [e-mail]

Dated: January 29, 2018

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ZWERLING, SCHACHTER & ZWERLING, LL
/s/ Dan Drachler
Dan Drachler (WSBA #27728)
1904 Third Avenue
Suite 1030
Seattle, Washington 98101
Telephone: [phone]
Facsimile: [phone]
[e-mail]

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Counsel for Plaintiffs

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HARWOOD FEFFER LLP
Robert I. Harwood (pro hac vice)
Matthew M. Houston (pro hac vice)
Benjamin I. Sachs-Michaels (pro hac vice)
488 Madison Avenue, 8th Floor
New York, New York 10001
Telephone: [phone]
Facsimile: [phone]
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STIPULATED MOTION AND ORDER STAYING
ACTION PENDING OUTCOME OF ANNOUNCED
ACQUISITION OF JUNO THERAPEUTICS, INC.
LEAD CASE NO.: C17-1356 RSM

WILSON SONSINI GOODRICH & ROSATI, P.C.
701 Fifth Avenue, Suite 5100, Seattle, WA 98104-7036
Tel: [phone] • Fax: [phone]

[e-mail]
[e-mail]
[e-mail]

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GLANCY PRONGAY & MURRAY, LLP
Robert V. Prongay
Lesley F. Portnoy
1925 Century Park East, Suite 2100
Los Angeles, California 90067
Telephone: [phone]
Facsimile: [phone]
[e-mail]
[e-mail]

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Counsel for Plaintiff David E. Mays

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THE WEISER LAW FIRM, P.C.
Robert B. Weiser
Brett D. Stecker (pro hac vice)
James M. Ficaro (pro hac vice)
22 Cassatt Avenue
Berwyn, PA 19312
Telephone: [phone]
Facsimile: [phone]
[e-mail]
[e-mail]
[e-mail]

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Counsel for Plaintiff Paul Szollosi

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IT IS SO ORDERED this 31st day of January 2018.

A

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RICARDO S. MARTINEZ
CHIEF UNITED STATES DISTRICT JUDGE

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PRESENTED BY:

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Gregory L. Watts, WSBA #43995
701 Fifth Avenue, Suite 5100
Seattle, Washington 98104
Telephone:
[phone]
Facsimile:
[phone]
Email: [e-mail]

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Counsel for Defendants
STIPULATED MOTION AND ORDER STAYING
ACTION PENDING OUTCOME OF ANNOUNCED
ACQUISITION OF JUNO THERAPEUTICS, INC.
LEAD CASE NO.: C17-1356 RSM

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WILSON SONSINI GOODRICH & ROSATI, P.C.
701 Fifth Avenue, Suite 5100, Seattle, WA 98104-7036
Tel: [phone] • Fax: [phone]