Juno Therapeutics Class Action Lawsuit Settlement

Case 2:16-cv-01069-RSM Document 120-1 Filed 08/02/18 Page 1 of 27
The Hon. Chief Judge Ricardo S. Martinez

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7 UNITED STATES DISTRICT COURT

WESTERN DISTRICT OF WASHINGTON
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AT SEATTLE
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No. C16-1069-RSM
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In re JUNO THERAPEUTICS, INC. STIPULATION OF SETTLEMENT
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14 This Stipulation of Settlement (the “Stipulation”), dated July 31, 2018, is made and entered
15 into by and among Court-appointed Class Plaintiffs Susan Tan and Gilbert Hoang Nguyen (“Class
16 Plaintiffs”) and Defendants Juno Therapeutics, Inc. (“Juno”), Hans E. Bishop, Steven D. Harr and
17 Mark J. Gilbert (collectively, “Defendants”), by and through their respective counsel of record.
18 The parties to this Stipulation (including Class Plaintiffs and Defendants) shall collectively be
19 referred to as the “Parties.” This Stipulation is intended by the Parties to fully, finally, and forever
20 resolve, discharge and settle the Released Plaintiffs’ Claims, upon the terms and subject to the
21 conditions hereof, and subject to the approval of the Court.
22 I. THE LITIGATION
23 This case arises from Class Plaintiffs’ allegations against Defendants under Sections 10(b)
24 and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) and U.S. Securities and
25 Exchange Commission (“SEC”) Rule 10b-5 promulgated thereunder, regarding Defendant Juno’s
26 immunotherapy cancer treatment candidate JCAR015.
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STIPULATION OF SETTLEMENT C LIFFORD A. C ANTOR , P.C.
-1- 627 208th Avenue SE
No. C16-1069 RSM Sammamish, Washington 98074-7033
Tel: (425) 868-7813 • Fax: (425) 732-3752
1 II. PROCEDURAL HISTORY
2 This Action was commenced on July 12, 2016 in this Court, naming as Defendants Juno,
3 Mr. Bishop (Juno’s Chief Executive Officer), and Mr. Harr (Juno’s Chief Financial Officer). The
4 following-numbered cases were commenced in the Court, on or after July 12, 2016: C16-1069-
5 RSM, C16-1083-RSM, and C16-1425-RSM, all with similar allegations. By an Order dated
6 October 7, 2016, the above-numbered cases were consolidated for all purposes under the caption
7 In re Juno Therapeutics, Inc., No. C16-1069-RSM.
8 On October 19, 2016, the Court appointed Gilbert Hoang Nguyen as Lead Plaintiff and
9 Pomerantz LLP as Lead Counsel in accordance with the Private Securities Litigation Reform Act
10 (“PSLRA”). On December 12, 2016, Mr. Nguyen, along with additional named Plaintiff Jiayi
11 Wan, filed the operative Consolidated Amended Complaint (“CAC”) for violation of the Federal
12 Securities Laws.
13 On February 2, 2017, Defendants moved to dismiss the CAC. After full briefing, the Court
14 issued an Order on June 14, 2017 denying Defendants’ motion to dismiss. On July 21, 2017,
15 Defendants filed their Answer to the CAC, denying all claims and wrongdoing asserted, as well as
16 any liability arising out of the conduct alleged in the CAC. Defendants also asserted several
17 affirmative defenses to the claims made in the CAC.
18 On July 25, 2017, Plaintiffs served Defendants with document requests. Pursuant to the
19 document requests, Defendants produced more than 50,000 documents spanning 133,942 pages.
20 Plaintiffs also issued document subpoenas to several third parties.
21 On September 15, 2017, Plaintiffs moved for class certification. The parties engaged in
22 class certification discovery, including the depositions of Class Plaintiffs and their expert. After
23 this discovery, Defendants did not oppose certification of Plaintiffs’ proposed class. On
24 October 24, 2017, the Court granted class certification, appointing Gilbert Hoang Nguyen and
25 Susan Tan as Class Plaintiffs and Pomerantz LLP as Class Counsel.
26 With the assistance of former U.S. District Court Judges Layn R. Phillips and Gary A.
27 Feess, the Parties engaged in two in-person mediations, first on March 9, 2018 and next on May 9,
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1 2018. Following those mediations, the Parties agreed to a settlement of the Action (the
2 “Settlement”) based on the general terms agreed to by the Parties on May 9, 2018, and as set forth
3 more fully in this Stipulation.
4 III. PLAINTIFFS’ CLAIMS AND THE BENEFITS OF THE SETTLEMENT
5 Plaintiffs and their counsel believe that the Settlement set forth in this Stipulation confers
6 considerable benefits upon the Class by obtaining a substantial recovery for the Class, obtaining
7 it now, and eliminating the risk of no recovery or of a much smaller recovery in what could be
8 the distant future. Plaintiffs and their counsel have concluded that the terms and conditions of
9 this Stipulation are fair, reasonable and adequate to Plaintiffs and the Class and in their best
10 interests; and Plaintiffs have agreed to settle the claims brought against Defendants in the
11 Action pursuant to the terms and provisions of this Stipulation. Nothing in this Stipulation or
12 any other aspect of the Settlement is or shall be construed as or deemed to be evidence of an
13 admission or concession on the part of Plaintiffs of any infirmity in the claims asserted in these
14 Action.
15 Plaintiffs believe that their position in the Action was and is meritorious and well founded.
16 However, Plaintiffs and their counsel are mindful of the inherent difficulties in gathering
17 evidence, including documents and other information to prove their allegations, and the
18 difficulty in establishing scienter while presenting evidence related to a drug candidate for
19 cancer patients who were out of treatment options. Plaintiffs and their counsel also have taken
20 into account the uncertainties and the risks of litigation, especially in complex actions such as
21 the Action, as well as certain limited discovery.
22 IV. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY
23 Defendants have denied and continue to deny all allegations of any wrongdoing or liability
24 whatsoever arising out of any of the conduct, statements, acts or omissions alleged, or that could
25 have been alleged, in the Action. Defendants desire to settle the claims against them so as to
26 avoid lengthy, distracting, and time-consuming litigation, and the burden, inconvenience, and
27 expense connected therewith, without in any way acknowledging any fault or liability. Nothing
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1 in this Stipulation or any other aspect of the Settlement is or shall be construed as or deemed to
2 be evidence of an admission or concession by Defendants with respect to any allegation or
3 claim or of any fault or liability or wrongdoing or damage whatsoever or of any legal or factual
4 infirmity in the defenses that Defendants have asserted. In exchange for a dismissal of the
5 Action with prejudice and the release of the Released Defendant Parties from the Released
6 Plaintiffs’ Claims, pursuant to the terms agreed upon herein, Defendants have agreed that the
7 Released Plaintiff Parties should be released from the Released Defendants’ Claims.
8 V. TERMS OF THE STIPULATION AND AGREEMENT OF SETTLEMENT
9 IT IS HEREBY STIPULATED, CONSENTED TO AND AGREED by and among
10 Class Plaintiffs, on behalf of themselves and the members of the Class, and each of them, and
11 Defendants, by and through their respective undersigned counsel or attorneys of record, that the
12 Released Claims shall be finally and fully compromised, settled and released, and that the
13 Action be dismissed with prejudice, subject to the approval of the Court, in the manner and
14 upon the terms and conditions hereafter set forth:
15 VI. DEFINITIONS
16 To the extent not otherwise defined herein, as used in this Stipulation, the following terms
17 have the meanings specified below:
18 A. “Action” means the consolidated securities class action pending in this Court under
19 the caption In re Juno Therapeutics, Inc., No. C16-1069-RSM, including, without limitation, all
20 cases consolidated under that caption.
21 B. “Alternate Judgment” means a form of final judgment that may be entered by the
22 Court in a form other than the form of Judgment provided for in this Stipulation.
23 C. “Authorized Claimant” means a member of the Settlement Class who submits a
24 timely and valid Proof of Claim and Release to the Settlement Administrator and whose claim is
25 not rejected. Only those members of the Settlement Class filing valid and timely Proofs of Claim
26 and Releases shall be entitled to receive any distributions from the Net Settlement Fund.
27 D. “Class,” “Class Members,” or “Settlement Class” means all persons or entities who
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1 purchased or acquired shares of Juno’s common stock between June 4, 2016 and November 22,
2 2016, both dates inclusive, and who were damaged thereby. Excluded from the Class are
3 Defendants, the officers and directors of Juno, at all relevant times, members of their immediate
4 families and their legal representatives, heirs, successors, or assigns and any entity in which
5 Defendants have or had a controlling interest.
6 E. “Class Counsel” means the law firm of Pomerantz LLP.
7 F. “Class Plaintiffs” means Gilbert Hoang Nguyen and Susan Tan.
8 G. “Court” means the U.S. District Court for the Western District of Washington.
9 H. “Defendants” means Juno, Hans E. Bishop, Steven D. Harr, and Mark J. Gilbert.
10 I. “Effective Date” means the date on which all of the conditions to the Settlement,
11 set forth in Section XVI.A, are satisfied.
12 J. “Escrow Account” means the interest-bearing account created pursuant to
13 Section VII.
14 K. “Escrow Agent” means Huntington National Bank. The Escrow Agent shall
15 perform the duties as set forth in this Stipulation.
16 L. “Execution Date” means the last date upon which this Stipulation has been signed
17 by all the signatories hereto through their counsel.
18 M. “Final” with respect to the Judgment or, if applicable, the Alternate Judgment, or
19 any other court order, means: (i) if no appeal is filed, the expiration date of the time provided for
20 filing or noticing any appeal under the Federal Rules of Appellate Procedure, i.e., thirty (30) days
21 after entry of the judgment or order; or (ii) if there is an appeal from the judgment or order, (a) the
22 date of final dismissal of all such appeals, or the final dismissal of any proceeding on certiorari or
23 otherwise, or (b) the date the judgment or order is finally affirmed on an appeal, the expiration of
24 the time to file a petition for a writ of certiorari or other form of review, or the denial of a writ of
25 certiorari or other form of review, and, if certiorari or other form of review is granted, the date of
26 final affirmance following review pursuant to that grant. However, any appeal or proceeding
27 seeking subsequent judicial review pertaining solely to an order issued with respect to (i) attorneys’
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1 fees, costs or expenses, or (ii) the plan of allocation of Settlement proceeds (as submitted or
2 subsequently modified), shall not in any way delay or preclude a judgment from becoming Final.
3 N. “Final Settlement Approval Hearing” means the hearing (including any
4 continuance or adjournment thereof) to be held by the Court to finally determine whether a
5 Settlement Class should be certified for purposes of the Settlement only; whether the proposed
6 Settlement should be approved as fair, reasonable and adequate; whether the Plan of Allocation
7 should be approved; whether the Action should be dismissed on the merits and with prejudice as
8 to Defendants; and whether and in what amounts to award attorneys’ fees and expenses to Class
9 Counsel and reimbursement to Class Plaintiffs.
10 O. “Immediate Family” means children, stepchildren, parents, stepparents, spouses,
11 siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, and
12 sisters-in-law. As used in this paragraph, “spouse” shall mean a husband, a wife, or a partner in a
13 state-recognized domestic relationship or civil union.
14 P. “Individual Defendant(s)” means Hans E. Bishop, Steven D. Harr, and Mark J.
15 Gilbert, or either of them.
16 Q. “Judgment” or “Final Judgment” means the judgment to be entered by the Court,
17 substantially in the form of Exhibit E hereto.
18 R. “Juno” means Juno Therapeutics, Inc.
19 S. “Net Settlement Fund” means the Settlement Fund, less: (i) attorneys’ fees and
20 expenses; (ii) taxes and tax expenses; (iii) Notice and Administration Expenses; and
21 (iv) reimbursement awards to Class Plaintiffs, if any.
22 T. “Notice and Administration Account” means the interest-bearing account to be
23 established and maintained by the Escrow Agent and funded from the Settlement Fund. The Notice
24 and Administration Account may be drawn upon at the direction of Class Counsel for Notice and
25 Administration Expenses without prior approval of the Court, as set forth in Section X.
26 U. “Notice and Administration Expenses” means the costs, fees and expenses that are
27 incurred by the Settlement Administrator and/or Lead Counsel in connection with: (i) providing
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1 notice to the Settlement Class; and (ii) administering the Settlement, including, but not limited to
2 the Claims process, as well as the costs, fees and expenses incurred in connection with the Escrow
3 Account.
4 V. “Opt-Out Threshold” has the meaning set forth in Section XVI.G hereof and in the
5 Supplemental Agreement.
6 W. “Person” means any individual, corporation, partnership (whether general or
7 limited), limited liability company, association, affiliate, joint stock company, trust, estate,
8 unincorporated association, government and any political subdivision thereof, and any other type
9 of legal or political entity.
10 X. “Plan of Allocation” means the plan or formula of allocation of the Net Settlement
11 Fund, to be approved by the Court, which plan or formula shall govern the distribution of the Net
12 Settlement Fund to Authorized Claimants. The Plan of Allocation is not a part of the Settlement,
13 the Defendants shall not have any responsibility or liability with respect thereto, and any order or
14 proceedings relating to the Plan of Allocation shall not operate to terminate or cancel this
15 Stipulation or affect the finality of the Final Judgment or any other orders entered by the Court
16 pursuant to this Stipulation.
17 Y. “Released Plaintiffs’ Claims” shall mean all claims, whether known claims or
18 Unknown Claims (whether arising under federal, state, common or foreign law), that were or could
19 have been asserted by Class Plaintiffs or Class Members related to, or that arise out of or relate in
20 any way to, the purchase of Juno common stock during the Class Period or the acts, facts,
21 statements or omissions that were or could have been asserted in this Action by Class Plaintiffs or
22 Class Members, including without limitation any and all claims that relate in any manner
23 whatsoever to the development of the clinical trials concerning any Juno immunotherapy drug
24 candidate (including without limitation JCAR015), or related disclosures. Released Plaintiffs’
25 Claims do not include: (i) any claims relating to the enforcement of the Settlement; and (ii) any
26 claims of any person or entity who or which submits a request for exclusion from the Settlement
27 Class that is accepted and approved by the Court.
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1 Z. “Released Defendants’ Claims” shall mean all claims and causes of action of every
2 nature and description, whether known claims or Unknown Claims, whether arising under federal,
3 state, common or foreign law, that arise out of or relate in any way to the institution, prosecution,
4 or settlement of the claims asserted in the Action against the Defendants. Released Defendants’
5 Claims do not include: (i) any claims relating to the enforcement of the Settlement; or (ii) any
6 claims against any person or entity who or which submits a request for exclusion from the
7 Settlement Class that is accepted and approved by the Court.
8 AA. “Released Claims” means Released Plaintiffs’ Claims and Released Defendants’
9 Claims together.
10 BB. “Released Defendant Parties” means each and all of the Defendants, including Juno,
11 the Individual Defendants and their Immediate Families, their heirs, assigns and/or personal
12 representatives, any entity in which an Individual Defendant has a controlling interest, any trust of
13 which an Individual Defendant is a settlor, trustee or beneficiary, and all of Juno’s present and
14 former parents, subsidiaries, affiliates, successors and assigns, and all present or former officers,
15 directors, employees, employers, attorneys, accountants, underwriters, financial advisors and
16 insurers.
17 CC. “Released Plaintiff Parties” means each and all of the Class Plaintiffs, Class
18 Counsel and any other counsel for Class Plaintiffs, and Class Members.
19 DD. “Released Parties” means Released Defendant Parties and Released Plaintiff
20 Parties together.
21 EE. “Settlement Administrator” means A.B. Data, Ltd., which shall administer the
22 Settlement.
23 FF. “Settlement Amount” means Twenty-Four Million U.S. Dollars ($24 million) in
24 cash.
25 GG. “Settlement Class Period” means the period of time from June 4, 2016 through
26 November 22, 2016, both dates inclusive.
27 HH. “Settlement Fund” means the Settlement Amount plus all interest earned thereon.
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1 II. “Supplemental Agreement” means the agreement executed by Class Counsel and
2 Defendants’ counsel simultaneously herewith and described in Section XVI.G hereof.
3 JJ. “Unknown Claims” means any and all claims, demands, rights, liabilities, and
4 causes of action of every nature and description which Class Plaintiffs, any member of the
5 Settlement Class or any Defendant does not know or suspect to exist in his, her or its favor at or
6 after the Execution Date and including, without limitation, those which, if known by him, her or
7 it, might have affected his, her or its decision(s) with respect to the Settlement, including whether
8 to enter into the Settlement and this Stipulation. With respect to any and all Released Claims, the
9 Parties hereto stipulate and agree that, upon the Effective Date, Class Plaintiffs and Defendants
10 shall expressly waive, and each of the Settlement Class Members shall be deemed to have waived,
11 and by operation of the Final Judgment shall have waived, any and all provisions, rights, and
12 benefits conferred by any law of any state or territory of the United States, or principle of common
13 law, that is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:
14 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

15 CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
16 KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS
17 OR HER SETTLEMENT WITH THE DEBTOR.
18 The Released Parties acknowledge that they may later learn of facts that, had they been known on
19 the Execution Date, may have affected their decision to enter into this Stipulation, but they are
20 notwithstanding this potential entering into the Stipulation and intend it to be a full, final and
21 permanent resolution of the matters at issue in this Action. Class Plaintiffs and Defendants
22 acknowledge, and the members of the Settlement Class by operation of the Judgment shall be
23 deemed to have acknowledged, that the waivers contained in this paragraph, and the inclusion of
24 “Unknown Claims” in the definition of Released Claims, were separately bargained for and are
25 key elements of the Settlement.
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1 VII. THE SETTLEMENT CONSIDERATION
2 A. In consideration of the settlement of the Released Plaintiffs’ Claims against
3 Defendants and the other Released Defendant Parties, Juno, on behalf of all Defendants, shall pay
4 or cause to be paid the Settlement Amount into the Escrow Account no later than thirty (30)
5 business days after the later of: (a) the date of entry by the Court of an order preliminarily
6 approving this Settlement; or (b) Defendants’ Counsel’s receipt from Class Counsel of the
7 information necessary to effectuate a transfer of funds by check or wire transfer to the Escrow
8 Account, including wiring instructions that include the bank name and ABA routing number,
9 account name and number, and a signed IRS Form W-9 reflecting a valid taxpayer identification
10 number for the qualified settlement fund in which the Settlement Amount is to be deposited.
11 B. The Settlement is not a claims-made settlement. Upon the occurrence of the
12 Effective Date, no Defendant, Released Defendant Party, or any other person or entity who or
13 which paid any portion of the Settlement Amount shall have any right to the return of the
14 Settlement Fund or any portion thereof for any reason whatsoever, including without limitation,
15 the number of Claim Forms (defined below) submitted, the collective amount of Recognized
16 Claims (defined below) of Authorized Claimants, the percentage of recovery of losses, or the
17 amounts to be paid to Authorized Claimants from the Net Settlement Fund.
18 VIII. RELEASE OF CLAIMS
19 A. The obligations incurred pursuant to this Stipulation are in consideration of (i) the
20 full and final disposition of the Action on the merits and with prejudice as against Defendants;
21 and (ii) the Releases provided for in this Section VIII.
22 B. Pursuant to the Judgment, or the Alternate Judgment, if applicable, without
23 further action by anyone, upon the Effective Date of the Settlement, Class Plaintiffs and each of
24 the other Class Members, on behalf of themselves, and their respective heirs, executors,
25 administrators, predecessors, successors, and assigns in their capacities as such, shall be deemed
26 to have, and by operation of law and of the judgment shall have, fully, finally and forever
27 compromised, settled, released, resolved, relinquished, waived and discharged each and every of
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1 Released Plaintiffs’ Claims against the Defendants and the other Released Defendant Parties, and
2 shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiffs’
3 Claims against any of the Released Defendant Parties. This release shall not apply to any person
4 or entity who or which submits a request for exclusion from the Settlement Class that is accepted
5 and approved by the Court.
6 C. Pursuant to the Judgment, or the Alternate Judgment, if applicable, without
7 further action by anyone, upon the Effective Date of the Settlement, Defendants, on behalf of
8 themselves, and their respective heirs, executors, administrators, predecessors, successors, and
9 assigns in their capacities as such, shall be deemed to have, and by operation of law and of the
10 judgment shall have, fully, finally and forever compromised, settled, released, resolved,
11 relinquished, waived and discharged each and every of Released Defendants’ Claims against
12 Class Plaintiffs and the other Released Plaintiff Parties, and shall forever be barred and enjoined
13 from prosecuting any or all of the Released Defendants’ Claims against any of the Released
14 Plaintiff Parties. This release shall not apply to any person or entity who or which submits a
15 request for exclusion from the Settlement Class that is accepted and approved by the Court.
16 D. Notwithstanding ¶¶ III.B and III.C above, nothing in the Judgment, or the
17 Alternate Judgment, if applicable, shall bar any action by any of the Parties to enforce or
18 effectuate the terms of this Stipulation or the Judgment, or Alternate Judgment, if applicable.
19 IX. THE ESCROW ACCOUNT
20 A. The funds in the Escrow Account including any interest earned thereon—that is,
21 the Settlement Fund—shall be used to pay: (i) attorneys’ fees and expenses, (ii) taxes and tax
22 expenses, (iii) Notice and Administration Expenses, and (iv) reimbursement awards to Class
23 Plaintiffs. The balance of the funds in the Escrow Account—that is, the Net Settlement Fund—
24 shall be distributed to the Authorized Claimants as set forth in the Plan of Allocation. Class
25 Plaintiffs and Settlement Class Members shall look solely to the Net Settlement Fund for payment
26 and satisfaction of any and all Released Plaintiffs’ Claims.
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1 B. All funds held by the Escrow Agent shall be deemed in custodia legis of the Court
2 and shall remain subject to the jurisdiction of the Court until such time as such funds shall be
3 distributed pursuant to the Stipulation and/or further orders of the Court.
4 C. Until the Effective Date, the Settlement Amount shall only be invested as set forth
5 in this Section IX.C. After the Execution Date, the Escrow Agent shall invest any funds (in excess
6 of One Hundred Fifty Thousand U.S. Dollars ($150,000) to fund Notice and Administrative
7 Expenses) in United States Treasury Bills with a maturity of ninety (90) days or less (or a mutual
8 fund invested solely in such instruments) and shall collect and reinvest all interest accrued thereon,
9 except that any residual cash balances up to the amount that is insured by the Federal Deposit
10 Insurance Corporation (“FDIC”) may be deposited in any account that is fully insured by the FDIC.
11 In the event that the yield on United States Treasury Bills is negative, in lieu of purchasing such
12 Treasury Bills, all or any portion of the funds held by the Escrow Agent may be deposited in any
13 account that is fully insured by the FDIC or backed by the full faith and credit of the United States.
14 Neither Defendants nor Released Defendant Parties shall have any responsibility for, or potential
15 liability relating to, the holding or investment of the Settlement Fund.
16 D. The Escrow Agent shall not disburse the Settlement Fund except as provided in this
17 Stipulation, by order of the Court, or with the prior written agreement of counsel for Defendants
18 and Class Counsel.
19 E. The Escrow Agent shall be authorized to execute only such transactions as are
20 consistent with the terms of this Stipulation and the order(s) of the Court.
21 X. THE NOTICE AND ADMINISTRATION ACCOUNT
22 A. Upon the Court’s entry of the Preliminary Approval Order (defined below), Notice
23 and Administration Expenses up to $150,000 may be paid out of the Settlement Fund at the
24 direction of Class Counsel without prior approval of the Court. This Notice and Administration
25 Account shall be used only for the payment of necessary and reasonable Notice and Administration
26 Expenses. No further amounts may be transferred to the Notice and Administration Account
27 except by Court order.
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1 XI. PRELIMINARY APPROVAL ORDER AND SETTLEMENT HEARING
2 A. The Parties shall submit this Stipulation together with its exhibits to the Court, and
3 Class Plaintiffs shall apply for entry of an order (the “Preliminary Approval Order”) substantially
4 in the form and content of Exhibit B attached hereto, requesting, inter alia, the preliminary
5 approval of the Settlement as set forth in the Stipulation, the procedure for disseminating notice of
6 the Settlement to the Class, and final approval of the forms of notice to be mailed to all potential
7 Settlement Class Members who can be identified with reasonable effort (the “Mailed Notice”) and
8 to be published (the “Summary Notice”), substantially in the forms and contents of Exhibits A and
9 C hereto, respectively. The Mailed Notice shall include a proof of claim, substantially in the form
10 of Exhibit D attached hereto (the “Proof of Claim and Release Form” or “Claim Form”), and the
11 general terms of the Settlement set forth in the Stipulation. The Mailed Notice shall also set forth
12 the procedure by which Persons who otherwise would be members of the Settlement Class may
13 request to be excluded from the Settlement Class.
14 B. The Parties shall request that, after the Mailed Notice and Summary Notice have
15 been mailed and published, respectively, in accordance with this Stipulation, the Court hold the
16 Final Approval Settlement Hearing and finally approve the settlement of the Action.
17 XII. FINAL JUDGMENT APPROVING THE SETTLEMENT
18 At the Final Settlement Approval Hearing, the Parties shall jointly request entry of the Final
19 Judgment, substantially in the form attached hereto as Exhibit E.
20 XIII. ATTORNEYS’ FEES AND EXPENSES
21 A. Class Counsel may submit an application or applications (the “Fee and Expense
22 Application”) for distributions from the Settlement Fund to Class Counsel for: (a) an award of
23 attorneys’ fees; plus (b) reimbursement of costs and expenses, including those for experts,
24 consultants, and/or Class Plaintiffs, incurred in connection with prosecuting the Action, plus any
25 interest on such attorneys’ fees, costs, and expenses at the same rate and for the same periods as
26 earned by the Settlement Fund (until paid), as may be awarded by the Court. Class Counsel
27 reserves the right to make additional applications for fees and expenses incurred, if necessary.
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1 B. Any attorneys’ fees and expenses and reimbursements to Class Plaintiffs that are
2 awarded by the Court (“Fee Award”) shall be paid to Class Counsel immediately upon award,
3 notwithstanding the existence of any timely filed objections thereto, or potential for appeal
4 therefrom, or collateral attack on the Settlement or any part thereof, subject to Class Counsel’s
5 obligation to make appropriate refunds or repayments to the Settlement Fund (together with
6 accrued interest at the same net rate as is earned by the Settlement Fund), if the Settlement is
7 terminated pursuant to the terms of this Stipulation or if, as a result of any appeal or further
8 proceedings on remand, or successful collateral attack, the award of attorneys’ fees and/or
9 expenses is reduced or reversed and such order reducing or reversing the award has become Final.
10 Class Counsel shall make the appropriate refund or repayment in full no later than thirty (30) days
11 after: (i) receiving from Defendants’ counsel notice of the termination of the Settlement; or (ii) any
12 order reducing or reversing the Fee Award or otherwise having the effect of terminating the
13 Settlement under the terms of this Stipulation has become Final. A Fee Award is not a necessary
14 term of this Stipulation and is not a condition of the Settlement embodied herein. Neither Class
15 Plaintiffs nor Class Counsel may cancel or terminate the Settlement based on this Court’s or any
16 appellate court’s ruling with respect to attorneys’ fees and/or expenses. Any Court-ordered award
17 of attorneys’ fees and expenses described above shall be in lieu of statutory fees, if any, that Class
18 Plaintiffs and any/all Class members might otherwise be entitled to recover from Defendants.
19 C. The procedure for, and allowance or disallowance by the Court of, any Fee and
20 Expense Application are not part of the Settlement set forth in this Stipulation and are to be
21 considered by the Court separately from the Court’s consideration of the fairness, reasonableness,
22 and adequacy of the Settlement set forth in this Stipulation; and any order or proceedings relating
23 to the Fee and Expense Application, or any appeal from any order relating thereto or reversal or
24 modification thereof, shall not operate to modify, terminate, or cancel this Stipulation, or affect or
25 delay the finality of the Judgment approving this Stipulation and the Settlement of the Action.
26 D. Defendants and Released Defendant Parties shall have no responsibility for or
27 liability whatsoever with respect to the award of attorneys’ fees or expenses, or the allocation of
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1 any such award among Class Counsel and any other counsel for Class Plaintiffs and any other
2 Person asserting any right to a portion of such award. Any Fee Award shall be payable solely from
3 the Settlement Fund.
4 XIV. ADMINISTRATION AND CALCULATION OF CLAIMS, FINAL AWARDS AND
5 DISTRIBUTION OF NET SETTLEMENT FUND
6 A. Each Settlement Class Member wishing to participate in the Settlement shall be
7 required to submit a Proof of Claim and Release, substantially in the form annexed hereto as
8 Exhibit D, signed under penalty of perjury by the beneficial owner(s) of the stock or by someone
9 with documented authority to sign for the beneficial owner(s), and supported by such
10 documentation as specified in the instructions accompanying the Proof of Claim and Release.
11 B. All Proofs of Claim and Releases must be received within the time prescribed in
12 the Preliminary Approval Order unless otherwise ordered by the Court. Any Settlement Class
13 Member who fails to submit a properly completed Proof of Claim and Release within such period
14 as shall be authorized by the Court shall be forever barred from receiving any payments pursuant
15 to this Stipulation or from the Net Settlement Fund, but will in all other respects be subject to the
16 provisions of this Stipulation and the Final Judgment, including, without limitation, the release of
17 the Released Plaintiffs’ Claims and dismissal of the Action with prejudice.
18 C. The Settlement Administrator shall administer the Settlement subject to such
19 approvals by the Court as circumstances may require.
20 D. Each Proof of Claim and Release shall be submitted to the Settlement Administrator
21 who shall determine, in accordance with this Stipulation and the Plan of Allocation as approved
22 by the Court, the extent, if any, to which each claim shall be allowed, subject to appeal to the Court.
23 E. The Settlement Administrator shall administer and calculate the claims submitted
24 by Settlement Class Members, determine the extent to which claims shall be allowed, and oversee
25 distribution of the Net Settlement Fund subject to appeal to, and jurisdiction of, the Court. Neither
26 Class Counsel, its designees or agents, Class Plaintiffs, Defendants’ counsel, nor Defendants shall
27 have any liability arising out of such determinations.
L AW O FFICES OF
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1 F. The administrative determinations of the Settlement Administrator accepting and
2 rejecting claims shall be presented to the Court, on notice to Defendants’ counsel, for approval by
3 the Court.
4 G. Following the Effective Date and upon application to the Court by Class Counsel,
5 the Net Settlement Fund shall be distributed to Authorized Claimants by the Settlement
6 Administrator.
7 H. The Net Settlement Fund shall be distributed to the Authorized Claimants
8 substantially in accordance with the terms of this Stipulation and the Plan of Allocation as
9 approved by the Court, subject to and in accordance with the following:
10 1. Any such Plan of Allocation is not a part of this Stipulation, and it is not a
11 condition of this Settlement that any particular Plan of Allocation be approved.
12 2. No funds from the Net Settlement Fund shall be distributed to Authorized
13 Claimants until after the Effective Date.
14 3. All Persons who fall within the definition of the Settlement Class and who
15 do not timely and validly request to be excluded from the Settlement Class in accordance with the
16 instructions set forth in the Mailed Notice (as defined in Section XI.A, above) shall be subject to
17 and bound by the provisions of this Stipulation, the releases contained herein, and the Final
18 Judgment with respect to all Released Plaintiffs’ Claims, regardless of whether such Persons seek
19 or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release
20 or any similar document, any distribution from the Settlement Fund or the Net Settlement Fund.
21 I. Neither Defendants nor their counsel shall have any responsibility for, interest in,
22 or liability whatsoever with respect to the investment or distribution of the Settlement Fund, the
23 Plan of Allocation, the determination, administration, or calculation of claims, the distribution of
24 the Net Settlement Fund, or any losses incurred in connection with any such matters.
25 J. Defendants shall have no involvement in the solicitation or review of Proofs of
26 Claim and Releases, or involvement in the administration process, which will be conducted by the
27 Settlement Administrator in accordance with this Stipulation.
L AW O FFICES OF
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1 K. Any change in the allocation of the Net Settlement Fund ordered by the Court shall
2 not affect the validity or finality of this Settlement.
3 L. No Person shall have any claim against Class Plaintiffs or Class Counsel, the
4 Settlement Administrator, Defendants, or their respective counsel based on investments or
5 distributions made substantially in accordance with this Stipulation and the Settlement contained
6 herein, the Plan of Allocation, or further orders of the Court.
7 XV. TAX TREATMENT
8 A. The Parties, their counsel, the Court, and the Escrow Agent shall treat the
9 Settlement Fund as being at all times a “qualified settlement fund” within the meaning of Treas.
10 Reg. § 1.468B-1 for all periods on and after the date of the Court’s entry of the Preliminary
11 Approval Order. The Parties, their counsel, the Court and the Escrow Agent agree to take no action
12 inconsistent with the treatment of the Settlement Fund in such manner. In addition, the Settlement
13 Administrator, Escrow Agent, and as necessary, the Defendants, shall make the “relation back
14 election” (as defined in Treas. Reg. § 1.468B-1(j)) back to the earliest permitted date. Such
15 elections shall be made in compliance with the procedures and requirements contained in such
16 regulations. It shall be the responsibility of the Settlement Administrator to timely and properly
17 prepare and deliver the necessary documentation for signature by all necessary parties and
18 thereafter to cause the appropriate filing to occur. All provisions of this Stipulation shall be
19 interpreted in a manner that is consistent with the Escrow Account being a “qualified settlement
20 fund” within the meaning of Treas. Reg. § 1.468B-1.
21 B. For the purpose of § 468B of the Internal Revenue Code of 1986, as amended, and
22 the regulations promulgated thereunder, the “administrator” shall be the Settlement Administrator.
23 The Settlement Administrator shall satisfy the administrative requirements imposed by Treas. Reg.
24 § 1.468B-2 by, e.g., (i) obtaining a taxpayer identification number, (ii) timely and properly
25 satisfying any information reporting or withholding requirements imposed on distributions from
26 the Escrow Account, and (iii) timely and properly filing or causing to be filed on a timely basis,
27 all federal, state, local and foreign tax returns and other tax-related statements necessary or
L AW O FFICES OF
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1 advisable with respect to the Escrow Account (including, without limitation, all income tax returns,
2 all informational returns, and all returns described in Treas. Reg. § 1.468B-2(1)), and timely and
3 properly paying any taxes imposed on the Settlement Fund. Such returns and Statements (as well
4 as the election described in Section XV.A hereof) shall be consistent with this Section XV.B and
5 in all events shall reflect that all taxes (including any estimated taxes, interest or penalties) on the
6 income earned by the Settlement Fund shall be paid out of the Settlement Fund as provided in
7 Section XV.C hereof.
8 C. All (i) taxes arising with respect to the income earned by the Settlement Fund; and
9 (ii) tax expenses shall be paid out of the Settlement Fund. Further, taxes and the tax expenses shall
10 be treated as, and considered to be, a cost of administration of the Settlement and shall be timely
11 paid by the Escrow Agent out of the Settlement Fund without prior order from the Court, and the
12 Escrow Agent shall be obligated (notwithstanding anything herein to the contrary) to withhold
13 from distribution to Authorized Claimants any funds necessary to pay such amounts (as well as
14 any amounts that may be required to be deducted or withheld under Treas. Reg. § 1.468B-2(1)(2)).
15 All Parties and their tax attorneys and accountants shall to the extent reasonably necessary carry
16 out the provisions of paragraphs A-C of this Section.
17 D. The Defendants shall have no responsibility with respect to taxes and tax
18 compliance matters associated with the Settlement Fund once they have paid, or caused to be paid,
19 the Settlement Amount. Without limiting the generality of this statement, Defendants shall have
20 no responsibility to make any filings or tax reporting relating to the Settlement Fund and will have
21 no responsibility to pay tax on any income earned by the Settlement Fund. In the event this
22 Stipulation is cancelled or terminated, Juno or its designated recipient(s) of the refund of the
23 Settlement Fund shall severally be responsible for the payment of all taxes (including any interest
24 or penalties), if any, on their portion of said income.
25
26
27
L AW O FFICES OF
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1 XVI. CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL,
2 CANCELLATION OR TERMINATION
3 A. The Effective Date of the Settlement shall be deemed to occur on the occurrence or
4 waiver of all of the following events:
5 1. Counsel for all Persons listed on the signature pages of this Stipulation shall
6 have executed this Stipulation.
7 2. The Court shall have entered the Preliminary Approval Order, as provided
8 in Section XI;
9 3. Juno shall have timely delivered, or caused to be delivered, the Settlement
10 Amount;
11 4. The time within which Defendants may exercise their option to terminate
12 this Stipulation in accordance with the terms of the Supplemental Agreement shall have expired
13 without the exercise of that option;
14 5. The Court shall have approved the Settlement as described herein,
15 following notice to the Settlement Class and a hearing, as prescribed by Rule 23 of the Federal
16 Rules of Civil Procedure, and entered the Judgment and the Judgment shall have become Final, or
17 the Court has entered an Alternate Judgment and none of the Parties seek to terminate the
18 Settlement and the Alternate Judgment has become Final; and
19 B. Upon the occurrence of all of the events referenced in paragraph A of this Section,
20 any and all remaining interest or right of Defendants in or to the Settlement Fund, if any, shall be
21 absolutely and forever extinguished and the Releases provided for in Section VIII shall be
22 effective.
23 C. If all of the conditions specified in paragraph A of this Section are not met, then
24 this Stipulation shall be cancelled and terminated, unless Class Counsel and Defendants’ counsel
25 mutually agree in writing to proceed with the Settlement.
26 D. If either (i) the Effective Date does not occur, (ii) this Stipulation is cancelled or
27 terminated pursuant to its terms, or (iii) this Stipulation does not become Final for any reason, then
L AW O FFICES OF
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1 the Settlement Fund and all interest earned on the Settlement Fund while held in escrow (less
2 Notice and Administration Expenses paid or incurred), plus any amount then remaining in the
3 Notice and Administration Account, including both interest paid and accrued (less Notice and
4 Administration Expenses that have not yet been paid but that are properly chargeable to the Notice
5 and Administration Account), shall be refunded by the Settlement Administrator and/or the Escrow
6 Agent to Juno or its designee(s) within ten (10) business days of such cancellation or termination.
7 E. Upon the occurrence of all of the events specified in paragraph A of this Section,
8 the obligation of the Settlement Administrator and/or the Escrow Agent to return funds from the
9 Settlement Fund to Juno pursuant to paragraph D of this Section, shall be absolutely and forever
10 extinguished.
11 F. If either (a) the Effective Date does not occur, (b) this Stipulation is cancelled or
12 terminated pursuant to its terms, or (c) this Stipulation does not become final for any reason, all of
13 the Parties to this Stipulation shall be deemed to have reverted to their respective litigation status
14 as of May 9, 2018, and they shall proceed in all respects as if this Stipulation had not been executed
15 and any related orders had not been entered, preserving in that event all of their respective claims
16 and defenses in the Action. Notwithstanding the foregoing language, the following provisions of
17 this Stipulation shall survive any termination or cancellation of the Settlement: Section VI
18 (“Definitions”); Section IX (“The Escrow Account”); Section X (“The Notice and Administration
19 Account”); Section XIII.B (“Attorneys’ Fees and Expenses”); Section XV (“Tax Treatment”);
20 Sections XVI.D and XVI.F (“Conditions of Settlement, Effect of Disapproval Cancellation or
21 Termination”); Section XVII (“No Admissions”); and, to the extent applicable, Section XVIII
22 (“Miscellaneous Provisions”).
23 G. Notwithstanding any other provision or paragraph in this Stipulation, Defendants
24 may, in accordance with the terms set forth in the Parties’ Supplemental Agreement, and in their
25 sole discretion, elect in writing to terminate the Settlement and this Stipulation if the Opt-Out
26 Threshold is exceeded and not cured in accordance with the terms of the Supplemental Agreement.
27
L AW O FFICES OF
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1 Unless otherwise directed by the Court, the Supplemental Agreement will not be filed with the
2 Court, and if ordered by the Court, shall be filed under seal unless the Court requires otherwise.
3 XVII. NO ADMISSIONS
4 A. The Parties hereto intend the Settlement as described herein to be a final and
5 complete resolution of all disputes between them with respect to the Action and entry into this
6 Settlement shall not be deemed an admission by any Plaintiff or Defendant as to the merits of any
7 claim or defense or any allegation made in the Action.
8 B. Neither this Stipulation nor the Settlement, nor any act performed or document
9 executed pursuant to or in furtherance of this Stipulation or the Settlement: (i) is or may be deemed
10 to be or may be used as an admission of, or evidence of, the validity or infirmity of any Released
11 Claim, of any allegation made in the Action, or of any wrongdoing or liability of any of the
12 Released Parties; (ii) is or may be deemed to be or may be used as an admission of, or evidence
13 of, any liability, fault or omission of any of the Released Parties in any civil, criminal or
14 administrative proceeding in any court, administrative agency or other tribunal; or (iii) is or may
15 be deemed to be or may be used as an admission or evidence that Class Plaintiffs and the Settlement
16 Class Members would have received less than the Settlement Amount had the Action been
17 prosecuted to conclusion. Neither this Stipulation nor the Settlement, nor any act performed or
18 document executed pursuant to or in furtherance of this Stipulation or the Settlement shall be
19 admissible in any proceeding for any purpose, except to enforce the terms of the Settlement, and
20 except that any of the Released Parties may file this Stipulation and/or the Judgment in any action
21 that may be brought against any of them in order to support a defense or counterclaim based on
22 principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or
23 reduction or any other theory of claim preclusion or issue preclusion or similar defense or
24 counterclaim.
25 XVIII. MISCELLANEOUS PROVISIONS
26 A. Within thirty (30) business days after the Effective Date, and subject to
27 commercially reasonable efforts, all designated Confidential Information (as defined in the
L AW O FFICES OF
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1 Stipulated Protective Order entered by the Court on December 18, 2017 (Dkt. No. 108) (the
2 “Protective Order”)), including, but not limited to copies, excerpts, quotations, summaries,
3 abstracts, indices, and attorney work product containing Confidential Information, shall at each
4 receiving party’s own option either be returned to counsel for the producing party or destroyed,
5 with the receiving party certifying such destruction, unless the Confidential Information has been
6 offered into evidence or filed without restriction as to disclosure. Nothing in this paragraph
7 requires any party, its counsel, or their respective consultants, vendors or other affiliates, to delete
8 or destroy data which may reside on one or more backup tapes or other media maintained for the
9 purpose of disaster recovery, business continuity or other reasons, or requires more than reasonable
10 and practical actions to locate, identify, or destroy any other electronic data.
11 B. Notwithstanding the requirements of paragraph A of this Section, counsel may
12 retain (i) attorney work product, including an index that refers or relates to Confidential
13 Information so long as that work product does not duplicate verbatim substantial portions of
14 Confidential Information; (ii) deposition and trial transcripts and draft or final expert reports; and
15 (iii) one complete set of all documents filed with the Court, including those filed under seal. Any
16 retained Confidential Information shall continue to be protected under the Protective Order.
17 C. The Parties hereto: (i) acknowledge that it is their intent to consummate the
18 Settlement contemplated by this Stipulation; (ii) agree to cooperate to the extent necessary to
19 effectuate and implement all terms and conditions of this Stipulation; and (iii) agree to exercise
20 their best efforts and to act in good faith to accomplish the foregoing terms and conditions of the
21 Stipulation.
22 D. All counsel who execute this Stipulation represent and warrant that they have
23 authority to do so on behalf of their respective clients.
24 E. All of the exhibits attached hereto are hereby incorporated by reference as though
25 fully set forth herein.
26 F. This Stipulation may not be amended or modified, nor may any of its provisions be
27 waived, except by a written instrument signed by counsel for all Parties hereto or their successors
L AW O FFICES OF
Tel: (425) 868-7813 • Fax: (425) 732-3752
1 in interest. The waiver by one of the Parties of any breach of this Stipulation by any other Party
2 shall not be deemed a waiver of any other prior or subsequent breach of this Stipulation.
3 G. This Stipulation, exhibits attached hereto, and the Supplemental Agreement
4 constitute the entire agreement between Plaintiffs on the one hand, and Defendants on the other
5 hand, and supersede any and all prior agreements, written or oral, between the Parties. No
6 representations, warranties or inducements have been made concerning this Stipulation or its
7 exhibits other than the representations, warranties and covenants contained and memorialized in
8 such documents.
9 H. This Stipulation may be executed in one or more original, photocopied or facsimile
10 counterparts. All executed counterparts and each of them shall be deemed to be one and the same
11 instrument. Counsel for the Parties hereto shall exchange among themselves original signed
12 counterparts and a complete set of original executed counterparts shall be filed with the Court.
13 I. This Stipulation shall be binding upon, and inure to the benefit of the successors,
14 assigns, executors, administrators, affiliates (including parent companies), heirs, and legal
15 representatives of the Parties hereto. No assignment shall relieve any Party hereto of obligations
16 hereunder.
17 J. All terms of this Stipulation and all exhibits hereto shall be governed and
18 interpreted according to the internal laws of the State of Washington without regard to its conflicts
19 of law rules and in accordance with the laws of the United States.
20 K. Defendants, Plaintiffs, and all other Released Parties hereby irrevocably submit to
21 the jurisdiction of the Court with respect to enforcement of the terms of this Stipulation and for
22 any suit, action, proceeding or dispute arising out of or relating to this Stipulation or the
23 applicability of this Stipulation. In any action to enforce the terms of this Stipulation, the
24 prevailing party shall be entitled to reasonable attorneys’ fees and costs.
25 L. The Parties to this Stipulation agree not to disparage each other. The Parties shall
26 mutually agree upon the language and timing of any press release, announcement, response to
27 press inquiries, reports to legal publications, or any other public statement, regarding the resolution
L AW O FFICES OF
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1 of this matter. This paragraph shall not apply to any Court-approved notice, Juno regulatory filings,
2 or statement made to the Court at hearings or in court filings.
3 M. The Parties to this Stipulation intend the Settlement to be a final and complete
4 resolution of all disputes that were or could be asserted by the Settlement Class Members against
5 the Released Defendant Parties with respect to the Released Plaintiffs’ Claims, and all claims the
6 Released Defendant Parties could assert against the Released Plaintiff Parties with respect to the
7 Released Defendants’ Claims. Accordingly, Plaintiffs and Defendants agree not to assert in any
8 forum that the litigation was brought by Class Plaintiffs or their counsel, or defended by
9 Defendants, or their counsel, in bad faith or without a reasonable basis. The Parties hereto shall
10 assert no claims of any violation of Rule 11 of the Federal Rules of Civil Procedure relating to the
11 prosecution, defense, or settlement of the Action. The Parties agree that the amount paid and the
12 other terms of the Settlement were negotiated at arm’s-length and in good faith by the Parties, and
13 reflect a settlement that was reached voluntarily after consultation with experienced legal counsel,
14 and with the assistance of experienced jurists and mediators, former U.S. District Court Judges
15 Layn R. Phillips and Gary A. Feess.
16 N. This Stipulation, offer of this Stipulation, and compliance with this Stipulation shall
17 not constitute or be construed as an admission by any of the Released Defendant Parties of any
18 wrongdoing or liability or by any of the Released Plaintiff Parties of any liability for the institution
19 and prosecution of the Action or of any infirmity with respect to the Released Claims. This
20 Stipulation is to be construed solely as a reflection of the desire of the Parties hereto to facilitate a
21 resolution of the claims in the Action and of the Released Claims. The Parties hereto agree that
22 no Party was or is a “prevailing party” in this case. In no event shall this Stipulation, any of its
23 provisions, or any negotiations, statements or court proceedings relating to its provisions in any
24 way be construed as, offered as, received as, used as, or deemed to be evidence of any kind in the
25 Action, any other action, or any judicial (whether civil or criminal), administrative, regulatory or
26 other proceeding, except in a proceeding to enforce this Stipulation.
27
L AW O FFICES OF
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1 O. This Stipulation shall not be construed more strictly against one Party than another
2 merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of
3 the Parties, it being recognized that this Stipulation is the result of arm’s-length negotiations
4 between the Parties and all Parties have contributed substantially and materially to its preparation.
5 P. If requested, Juno shall use its best efforts to provide Class Plaintiffs with transfer
6 records, or help Class Plaintiffs procure transfer records or other appropriate information that will
7 assist in the identification of Settlement Class Members for the purpose of providing Settlement
8 Class Members with notice of the proposed Settlement.
9 Q. Except as otherwise provided herein, each Party shall bear its own costs.
10 R. The headings herein are used for the purpose of convenience and are not intended
11 to have legal effect.
12 S. Notices required or permitted by this Stipulation shall be submitted either by
13 overnight mail or in person as follows:
14
Notice to Plaintiffs: Notice to Defendants:
15 Patrick V. Dahlstrom Daniel Slifkin
16 Leigh H. Smollar Karen A. DeMasi
Omar Jafri Lauren M. Rosenberg
17 POMERANTZ LLP CRAVATH, SWAINE & MOORE LLP
10 South La Salle Street, Suite 3505 825 Eighth Avenue
18 Chicago, Illinois 60603 New York, New York 10019
19
20
21 IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound,
22
23 Dated: July 31, 2018 Cliff Cantor

s/ ___________________________________
By: Cliff Cantor, WSBA # 17893
24
LAW OFFICES OF CLIFFORD A. CANTOR, P.C.
25 627 208th Ave. SE
Sammamish, WA 98074
26 Tel: (425) 868-7813
Fax: (425) 732-3752
27 cliff.cantor@outlook.com
L AW O FFICES OF
Tel: (425) 868-7813 • Fax: (425) 732-3752
1 Plaintiffs’ Liaison Counsel
2 POMERANTZ LLP
Patrick V. Dahlstrom
3 Leigh H. Smollar
4 Omar Jafri
Ten South La Salle Street, Suite 3505
5 Chicago, Illinois 60603
Tel: (312) 377-1181
6 Fax: (312) 377-1184
pdahlstrom@pomlaw.com
7
lsmollar@pomlaw.com
8 ojafri@pomlaw.com
9 POMERANTZ LLP
Jeremy A. Lieberman
10 J. Alexander Hood II
600 Third Avenue, 20th Floor
11
New York, New York 10016
12 Tel: (212) 661-1100
Fax: (212) 661-8665
13 jalieberman@pomlaw.com
ahood@pomlaw.com
14
Plaintiffs’ Lead Counsel
15
s/ Robert M. Sulkin ___________________
16 Robert M. Sulkin
Malaika M. Eaton
17 Claire Martirosian
18 MCNAUL EBEL NAWROT & HELGREN
PLLC
19 600 University Street, Suite 2700
Seattle, Washington 98101-3143
20 Tel: (206) 467-1816
rsulkin@mcnaul.com
21
meaton@mcnaul.com
22 cmartirosian@mcnaul.com
23 Daniel Slifkin
Karin A. DeMasi
24 Lauren M. Rosenberg
CRAVATH, SWAINE & MOORE LLP
25
825 Eighth Avenue
26 New York, NY 10019
Tel: (212) 474-1000
27 Fax: (212) 474-3700
L AW O FFICES OF
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dslifkin@cravath.com
1 kdemasi@cravath.com
2 lrosenberg@cravath.com
Attorneys for Defendants Juno Therapeutics, Inc.,
3 Hans E. Bishop, Steven D. Harr, and Mark J. Gilbert
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L AW O FFICES OF
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Juno Therapeutics Class Action Lawsuit Settlement

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Juno Therapeutics Class Action Lawsuit Settlement

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Case 2:16-cv-01069-RSM Document 120-1 Filed 08/02/18 Page 1 of 27

The Hon. Chief Judge Ricardo S. Martinez

7 UNITED STATES DISTRICT COURT

1 II. PROCEDURAL HISTORY

7 In re Juno Therapeutics, Inc., No. C16-1069-RSM.

17 affirmative defenses to the claims made in the CAC.

20 Plaintiffs also issued document subpoenas to several third parties.

25 Susan Tan as Class Plaintiffs and Pomerantz LLP as Class Counsel.

3 more fully in this Stipulation.

4 III. PLAINTIFFS’ CLAIMS AND THE BENEFITS OF THE SETTLEMENT

12 any other aspect of the Settlement is or shall be construed as or deemed to be evidence of an

21 the Action, as well as certain limited discovery.

22 IV. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY

2 be evidence of an admission or concession by Defendants with respect to any allegation or

8 V. TERMS OF THE STIPULATION AND AGREEMENT OF SETTLEMENT

9 IT IS HEREBY STIPULATED, CONSENTED TO AND AGREED by and among

14 upon the terms and conditions hereafter set forth:

17 have the meanings specified below:

20 cases consolidated under that caption.

23 C. “Authorized Claimant” means a member of the Settlement Class who submits a

5 Defendants have or had a controlling interest.

6 E. “Class Counsel” means the law firm of Pomerantz LLP.

7 F. “Class Plaintiffs” means Gilbert Hoang Nguyen and Susan Tan.

11 set forth in Section XVI.A, are satisfied.

12 J. “Escrow Account” means the interest-bearing account created pursuant to

15 perform the duties as set forth in this Stipulation.

17 by all the signatories hereto through their counsel.

3 N. “Final Settlement Approval Hearing” means the hearing (including any

4 continuance or adjournment thereof) to be held by the Court to finally determine whether a

9 Counsel and reimbursement to Class Plaintiffs.

10 O. “Immediate Family” means children, stepchildren, parents, stepparents, spouses,

11 siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, and

13 state-recognized domestic relationship or civil union.

14 P. “Individual Defendant(s)” means Hans E. Bishop, Steven D. Harr, and Mark J.

15 Gilbert, or either of them.

16 Q. “Judgment” or “Final Judgment” means the judgment to be entered by the Court,

17 substantially in the form of Exhibit E hereto.

18 R. “Juno” means Juno Therapeutics, Inc.

21 (iv) reimbursement awards to Class Plaintiffs, if any.

22 T. “Notice and Administration Account” means the interest-bearing account to be

6 W. “Person” means any individual, corporation, partnership (whether general or

9 of legal or political entity.

16 pursuant to this Stipulation.

24 candidate (including without limitation JCAR015), or related disclosures. Released Plaintiffs’

27 Class that is accepted and approved by the Court.

7 Settlement Class that is accepted and approved by the Court.

15 directors, employees, employers, attorneys, accountants, underwriters, financial advisors and

26 November 22, 2016, both dates inclusive.

2 Defendants’ counsel simultaneously herewith and described in Section XVI.G hereof.

14 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

1 VII. THE SETTLEMENT CONSIDERATION

2 A. In consideration of the settlement of the Released Plaintiffs’ Claims against

11 B. The Settlement is not a claims-made settlement. Upon the occurrence of the

17 amounts to be paid to Authorized Claimants from the Net Settlement Fund.

18 VIII. RELEASE OF CLAIMS

21 and (ii) the Releases provided for in this Section VIII.

22 B. Pursuant to the Judgment, or the Alternate Judgment, if applicable, without

5 and approved by the Court.

6 C. Pursuant to the Judgment, or the Alternate Judgment, if applicable, without

16 D. Notwithstanding ¶¶ III.B and III.C above, nothing in the Judgment, or the

19 IX. THE ESCROW ACCOUNT

26 and satisfaction of any and all Released Plaintiffs’ Claims.

3 distributed pursuant to the Stipulation and/or further orders of the Court.

15 liability relating to, the holding or investment of the Settlement Fund.