STIPULATION AND ORDER SETTING EXPEDITED BRIEFING SCHEDULE AND TAKING MOTIONS TO DISMISS OFF CALENDAR

JAMES WARE, District Judge.

WHEREAS, Plaintiffs in the above-captioned case have filed a Motion for Leave to File an Amended Consolidated Shareholder Derivative Complaint to address a new development whereby Nominal Defendant Celera Corporation is being acquired through a tender offer by Quest Diagnostics Incorporated;

WHEREAS, the tender offer will expire on April 25, 2011 and therefore Plaintiffs seek to shorten time for this motion to be heard from the Court set date of June 27, 2011;

WHEREAS, Plaintiffs seek to expedite discovery regarding the new claims alleged in the proposed Amended Complaint;

WHEREAS, if the Court grants Plaintiffs' motion to amend, Defendants seek to temporarily stay for 30 days the new claims alleged in Plaintiffs' proposed Amended Complaint in favor of a parallel proceeding in Delaware;

WHEREAS, in the interests of efficiency for the Court and the parties, Defendants seek to have their motion for a temporary stay heard at the same time as Plaintiffs' motions;

WHEREAS, the parties agree that in light of Plaintiffs' motion to amend their complaint, the currently pending motions to dismiss (Docket Nos. 30 & 31), are withdrawn. The Clerk of Court shall vacate the April 11, 2011 hearing and terminate these motions from the Docket.

WHEREAS, pursuant to Northern District Local Rule 6-2, Plaintiffs and Defendants met and conferred and agreed upon an expedited proposed schedule to address the parties' other motions;

WHEREAS, the Court previously has entered the following scheduling modifications: (i) on November 2, 2010, pursuant to stipulation the Court continued the case management conference scheduled for November 15, 2010 to March 28, 2011; (ii) on December 16, 2010, the Court continued the hearing on Defendants' motions to dismiss from March 7, 2011 to April 11, 2011, took the case management conference scheduled for March 28, 2011 off calendar, and modified the briefing schedule for Defendants' motions to dismiss accordingly; and (iii) on January 14, 2011, pursuant to stipulation the Court extended Defendants' deadline to file their motions to dismiss from January 17, 2011 to January 18, 2011;

NOW THEREFORE, Plaintiffs and Defendants, through their counsel of record, stipulate to the following:

IT IS HEREBY STIPULATED that

(i) Defendants will file their opposition to Plaintiffs' motion to amend on Wednesday, March 30, 2011;

(ii) Defendants will file their motion for a temporary stay on Monday, March 28, 2011. Plaintiffs will file their opposition to that motion on Wednesday, March 30, 2011;

(iii) Plaintiffs will file their motion for expedited discovery on Monday, March 28, 2011. Defendants will file their opposition to that motion on Wednesday, March 30, 2011;

(iv) Plaintiffs and Defendants waive the right to file reply briefs in connection with the above-referenced motions;

(v) Plaintiffs and Defendants seek to have the above-referenced motions heard by the Court on April 18, 2011 at 9:00 AM.

(vi) Defendants' pending motions to dismiss scheduled to be heard on April 11, 2011, are withdrawn. The Clerk of Court shall terminate these Motions from the Docket.

IT IS SO STIPULATED:

ORDER

PURSUANT TO STIPULATION, IT IS SO ORDERED. AS MODIFIED.