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In re CTI Biopharma Corp. Securities Litigation

United States District Court, W.D. Washington, Seattle

October 24, 2017

IN RE CTI BIOPHARMA CORP. SECURITIES LITIGATION

          ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE

          THE HONORABLE ROBERT S. LASNIK UNITED STATES DISTRICT JUDGE.

         WHEREAS, a consolidated class action is pending in this Court entitled In re CTI BioPharma Corp. Securities Litigation, Case No. 2:16-cv-00216-RSL (the “Action”);

         WHEREAS, (a) DAFNA LifeScience, LP and DAFNA LifeScience Select, LP (“DAFNA” or “Lead Plaintiff”), on behalf of itself and the Settlement Class (defined below); (b) defendant CTI BioPharma Corp. (“CTI” or the “Company”); (c) defendants James A. Bianco, Louis A. Bianco, Jack W. Singer, Frederick W. Telling, Reed V. Tuckson, Phillip M. Nudelman, John H. Bauer, Karen Ignagni, Richard L. Love, and Mary O. Mundinger (collectively, the “Individual Defendants” and, together with CTI, the “CTI Defendants”); and (d) defendants Piper Jaffray & Co., Landenburg Thalmann & Co. Inc., Roth Capital Partners, LLC, and National Securities Corporation (collectively, the “Underwriter Defendants, ” and, together with the CTI Defendants, the “Defendants”), collectively, the “Parties, ” have determined to settle all claims asserted against Defendants in this Action with prejudice on the terms and conditions set forth in the Stipulation and Agreement of Settlement dated September 1, 2017 (the “Stipulation”) subject to approval of this Court (the “Settlement”);

         WHEREAS, Lead Plaintiff has made an application, pursuant to Rule 23 of the Federal Rules of Civil Procedure, for an order preliminarily approving the Settlement in accordance with the Stipulation, certifying the Settlement Class for purposes of the Settlement only, and allowing notice to Settlement Class Members as more fully described herein;

         WHEREAS, the Court has read and considered: (a) Lead Plaintiff's motion for preliminary approval of the Settlement, and the papers filed and arguments made in connection therewith; and (b) the Stipulation and the exhibits attached thereto; and

         WHEREAS, unless otherwise defined herein, all capitalized words contained herein shall have the same meanings as they have in the Stipulation;

         NOW THEREFORE, IT IS HEREBY ORDERED:

         1. Class Certification for Settlement Purposes - Pursuant to Rule 23(a) and (b)(3) of the Federal Rules of Civil Procedure, the Court certifies, solely for purposes of effectuating the proposed Settlement, a Settlement Class consisting of all persons and entities who purchased or otherwise acquired CTI Securities during the period from March 9, 2015 through February 9, 2016, inclusive (the “Class Period”), and were damaged thereby.[1] Excluded from the Settlement Class are (a) Defendants; (b) the Officers and directors of CTI during the Class Period (the “Excluded Officers and Directors”); (c) the Immediate Family Members of the Individual Defendants and Excluded Officers and Directors; (d) any entity in which any Defendant, any Excluded Officer or Director, or any of their respective Immediate Family Members had during the Class Period and/or has a controlling interest; (e) Defendants' liability insurance carriers; (f) any affiliates, parents, or subsidiaries of CTI; (g) all CTI plans that are covered by ERISA; and (h) the legal representatives, heirs, agents, affiliates, successors-in-interest, or assigns of any excluded person or entity, in their respective capacity as such. Also excluded from the Settlement Class are any persons or entities that exclude themselves by submitting a request for exclusion that is accepted by the Court.

         2. Class Findings - Solely for purposes of the proposed Settlement of this Action, the Court finds that each element required for certification of the Settlement Class pursuant to Rule 23 of the Federal Rules of Civil Procedure has been met: (a) the members of the Settlement Class are so numerous that their joinder in the Action would be impracticable; (b) there are questions of law and fact common to the Settlement Class which predominate over any individual questions; (c) the claims of Plaintiffs in the Action are typical of the claims of the Settlement Class; (d) Plaintiffs and Lead Counsel have and will fairly and adequately represent and protect the interests of the Settlement Class; and (e) a class action is superior to other available methods for the fair and efficient adjudication of the Action.

         3. The Court hereby finds and concludes that pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for the purposes of the Settlement only, Lead Plaintiff DAFNA and additional named plaintiff Michael Li (collectively, “Plaintiffs”) are adequate class representatives and certifies them as Class Representatives for the Settlement Class. The Court also appoints Lead Counsel as Class Counsel for the Settlement Class, pursuant to Rule 23(g) of the Federal Rules of Civil Procedure.

         4. Preliminary Approval of the Settlement - The Court hereby preliminarily approves the Settlement, as embodied in the Stipulation, as being fair, reasonable and adequate to the Settlement Class, subject to further consideration at the Settlement Hearing to be conducted as described below.

         5. Settlement Hearing - The Court will hold a settlement hearing (the “Settlement Hearing”) on February 1, 2018, at 8:30 a.m. in Courtroom 15106 of the United States Courthouse, 700 Stewart Street, Seattle, WA 98101, for the following purposes: (a) to determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable and adequate to the Settlement Class, and should be approved by the Court; (b) to determine whether a Judgment substantially in the form attached as Exhibit B to the Stipulation should be entered dismissing the Action with prejudice against Defendants; (c) to determine whether the proposed Plan of Allocation for the proceeds of the Settlement is fair and reasonable and should be approved; (d) to determine whether the motion by Lead Counsel for an award of attorneys' fees and reimbursement of Litigation Expenses should be approved; and (e) to consider any other matters that may properly be brought before the Court in connection with the Settlement. Notice of the Settlement and the Settlement Hearing shall be given to Settlement Class Members as set forth in paragraph 7 of this Order.

         6. The Court may adjourn the Settlement Hearing without further notice to the Settlement Class, and may approve the proposed Settlement with such modifications as the Parties may agree to, if appropriate, without further notice to the Settlement Class.

         7. Retention of Claims Administrator and Manner of Giving Notice - Lead Counsel is hereby authorized to retain Garden City Group, LLC (the “Claims Administrator”) to supervise and administer the notice procedure in connection with the proposed Settlement as well as the processing of Claims as more fully set forth below. ...


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