STIPULATION TO CONTINUE INITIAL CASE MANAGEMENT CONFERENCE, SET PLEADING AND BRIEFING SCHEDULE AND [PROPOSED] ORDER

RICHARD SEEBORG, District Judge.

Pursuant to Civil Local Rule 6-2 and 7-12, Plaintiff Samuel P. Clarke ("Plaintiff") and Defendants Ocera Therapeutics, Inc., Eckard Weber, Linda S. Grais, Wendell Wierenga, Anne M. VanLent, Steven P. James, Nina Kjellson, Willard Dere, Mallinckrodt PLC, MAK LLC, and MEH Acquisition Co., ("Defendants," and together with Plaintiff, the "Parties"), by and through their undersigned counsel of record, hereby stipulate to set the pleading and briefing schedule in the above-captioned action.

WHEREAS, this case was filed on November 20, 2017, by Samuel P. Clarke, a stockholder of Ocera Therapeutics, Inc. ("Ocera"), captioned Samuel P. Clarke v. Ocera Therapeutics, Inc. et al., Case No. 3:17-cv-06687 (the "Action"), alleging violation of Sections 14(e), 14(d)(4), and Section 20(a) of the Securities Exchange Act of 1934 and related regulations with respect to disclosures in a Schedule 14D-9 Solicitation/Recommendation Statement (the "Recommendation Statement") soliciting stockholder approval of a merger with Mallinckrodt PLC through its subsidiaries ("Mallinckrodt");

WHEREAS, after the merger closed, on February 5, 2018, plaintiff moved to be appointed as co-lead plaintiff with plaintiff William Paulus1 for the putative class and for appointment of his attorneys as lead counsel pursuant to the Private Securities Litigation Reform Act ("PSLRA"), 15 U.S.C. § 78u-4(a)(3)(B) (the "Motion");

WHEREAS, the initial Case Management Conference ("CMC") for this Action was set for February 22, 2018, (Dkt. No. 5), and later continued to March 1, 2018 (Dkt. No. 10);

WHEREAS, Plaintiff intends to file an amended complaint if appointed lead plaintiff and Defendants expect they will likely move to dismiss the amended complaint and there is no need to answer or respond to the current complaint;

WHEREAS, the parties believe that because the PSLRA stays all discovery, including initial disclosures, pending the disposition of motions to dismiss in securities actions such as this one, it is appropriate to defer the initial case management statement, initial case management conference, and the completion of initial disclosures until the lead plaintiff has filed a consolidated amended complaint, Defendants have had the opportunity to file any motion to dismiss, and the Court has ruled on Defendants' anticipated motion to dismiss. See, e.g., Medhekar v. United States Dist. Court, 99 F.3d 325, 328-29 (9th Cir. 1996) (holding Fed. R. Civ. P. 26(a)'s initial disclosure requirements are disclosures or other proceedings for purposes of PSLRA's stay provision, and must be stayed pending disposition of motion to dismiss);

WHEREFORE, because this case will not be at issue until after the Defendants' motion to dismiss is fully briefed and decided—and even then only if the pleading is sustained—the parties agree and respectfully submit that a continuance of the initial CMC for at least 120 days would be reasonable and propose a continuance from March 1, 2018 to June 28, 2018.

WHEREFORE, Defendants' response should be held in abeyance and Defendants need not move, plead, or otherwise respond to the complaint in the Action until an operative complaint is designated;

WHEREFORE, Plaintiff shall file an amended complaint no later than 30 days following the Court's entry of an order granting the motion for appointment as lead plaintiff;

WHEREFORE, Defendants shall move, plead, or otherwise respond to the amended complaint no later than 45 days after it is filed;

WHEREFORE, if Defendants move to dismiss the operative complaint, any opposition papers shall be filed no later than 45 days thereafter;

WHEREFORE, if opposition papers are filed, Defendants shall file any reply papers no later than 30 days thereafter;

WHEREFORE, this Stipulation is entered into without prejudice to any party seeking any interim relief;

WHEREFORE, nothing in this Stipulation shall be construed as a waiver of any of Defendants' rights or positions in law or equity, or as a waiver of any defenses that Defendants would otherwise have, including, without limitation, jurisdictional defenses; and

WHEREFORE, the Parties do not seek to stipulate to the foregoing schedule for the purpose of delay, and the proposed dates will not have an effect on any pre-trial and trial dates as the Court has yet to schedule these dates.

ORDER

PURSUANT TO STIPUATION, IT IS SO ORDERED.