STIPULATED MOTION AND ORDER VOLUNTARILY DISMISSING ACTION WITHOUT PREJUDICE

RICARDO S. MARTINEZ, Chief District Judge.

Pursuant to Rules 23.1(c) and 41(a) of the Federal Rules of Civil Procedure, Plaintiffs David E. Mays and Paul Szollosi (collectively, "Plaintiffs"), Defendants Hans E. Bishop, Richard D. Klausner, Robert T. Nelsen, Howard H. Pien, Hal V. Barron, Thomas O. Daniel, Anthony B. Evnin, Mary Agnes Wilderotter, Marc Tessier-Lavigne, Steven D. Harr, and Mark J. Gilbert, and Nominal Defendant Juno Therapeutics, Inc. ("Juno") (collectively, "Defendants"), by and through their respective counsel, respectfully request that the Court enter an Order granting Plaintiffs' request to voluntarily dismiss the above-captioned action without prejudice. The parties state as follows:

WHEREAS, on September 8, 2017, Plaintiff David E. Mays filed a putative shareholder derivative action purportedly on behalf of Juno, and on November 6, 2017, Plaintiff Paul Szollosi filed a similar putative shareholder derivative action purportedly on behalf of Juno;

WHEREAS, on December 5, 2017, the Court consolidated the two actions and ordered a briefing schedule for Defendants' Motion to Transfer ("Motion"), with Defendants' Motion to be filed no more than 14 days after the order, Plaintiffs' opposition to be filed no more than 45 days later, and Defendants' reply to be filed no more than 30 days after Plaintiffs' opposition is filed (Dkt. 27);

WHEREAS, pursuant to the December 5, 2017 consolidation order, Defendants filed their Motion on December 19, 2017 (Dkt. 28);

WHEREAS, on January 22, 2018, Juno and Celgene Corporation ("Celgene") announced the signing of a definitive merger agreement in which Celgene has agreed to acquire Juno for $87 per share in cash (the "Acquisition") pursuant to a tender offer for all outstanding shares of Juno ("Tender Offer");

WHEREAS, the parties agreed that, if the Tender Offer was completed and the Acquisition closed, Plaintiffs would no longer have standing to pursue these putative derivative actions, and thus the parties stipulated, and the Court ordered on January 31, `, that briefing on the Motion and all other pretrial proceedings herein would be suspended pending the outcome of the Tender Offer and Acquisition;

WHEREAS, the Tender Offer has closed and Celgene subsequently completed the Acquisition of Juno on March 6, 2018;

WHEREAS, Plaintiffs now seek to voluntarily dismiss these derivative actions without prejudice, with each party to bear their own costs and fees; and

WHEREAS, the parties respectfully submit that notice is unnecessary to protect the interests of Juno and its shareholders for the following reasons: (i) Plaintiffs seek dismissal without prejudice, (ii) there has been no settlement or compromise, (iii) there has been no collusion among the parties, and (iv) neither Plaintiffs nor their counsel have received or will receive any consideration from Defendants for the dismissal.

NOW, THEREFORE, the undersigned parties, by and through their counsel of record, hereby agree and stipulate to the following:

1. The derivative actions are dismissed without prejudice;

2. For the reasons stated above, notice of said dismissal is not required; and

3. Each party shall bear their own costs and fees.

IT IS SO ORDERED.