UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION

Transcription

1 1 MILBERG LLP JEFF S. WESTERMAN (SBN ) One California Plaza 00 S. Grand Ave., Suite 00 Los Angeles, CA 001- Telephone : () - Facsimile : () - jwesterman@milberg.com MILBERG LLP GEORGE A. BAUER III ANITA KARTALOPOULOS One Pennsylvania Plaza, th Floor New York, NY 1 Telephone : () -00 Facsimile : () -1 gbauer@milberg.com akartalopoulos@milberg.com Lead Counsel for the Class UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION RICHARD GREGORY, On Behalf of Himself) Case No.: C-0--VRW and All Others Similarly Situated, ) CLASS ACTION Plaintiff, ) REQUEST FOR ENTRY OF THREE () vs. ) ORDERS PROVIDED FOR UNDER THE SETTLEMENT STIPULATION, AS CHIRON CORPORATION, HOWARD H. ) MODIFIED BY THE COURT'S ORDER PIEN, JOHN A. LAMBERT and DAVID V. ) DATED 1/0/0 SMITH, ) Defendants. QUEST FOR ENTRY OF THREE () ORDERS PROVIDED FOR UNDER THE SETTLEMENT STIPULATION, AS MODIFIED BY THE COURT'S ORDER DATED 1/0/0 ASE NO.: C-0--VRW DOCS\00v1

2 1 On January, 0 this Court entered an Order (Docket # ), which, among other 1 things, granted Lead Plaintiff's motion for settlement approval, pursuant to a Stipulation and 1 Agreement of Settlement filed herein on May, 0 (Docket # 0), as updated per Docket 1 #. The January, 0 Order (Docket # ) also determined that the fees to be awarded to 1 class counsel should be in the amount of $,00,000. On or about November, 0, Plaintiff's Lead Counsel submitted three proposed I forms of Orders contemplated under the Stipulation to effectuate the Settlement's terms. See Docket Ws, and. Plaintiff's Lead Counsel submit this request to update those forms and to request that they be entered now. Lead Plaintiffs Counsel have reviewed the revised forms of these Orders with 1 Defendants' Counsel and understand that Defendants join in requesting the entry of the Final Order and Judgment, and do not oppose entry of the Order Approving Plan of Allocation or the Order Awarding Attorneys' Fees. This request also appears consistent with the Court's comments at the December, 0 1 final approval hearing. Final Approval Hearing Transcript at 1:- and :- (Docket # ). Request for entry of Final Order and Judgment It is a condition to the effectiveness of the Settlement that a "Final Order and Judgment, I substantially in the form set forth in Exhibit B annexed to the Stipulation be entered! 1 Paragraph of the Stipulation provides:. The "Effective Date of Settlement shall be the date when all the following shall have occurred: (a) approval by the Court of the Settlement, following notice to the Class and a hearing, as prescribed by Rule of the Federal Rules of Civil Procedure; and (b) entry by the Court of a Final Order and Judgment, substantially in the form set forth in Exhibit B annexed hereto, and such Final Order and Judgment becomes Final, or, in the event that the Court enters a final order and judgment in a form other than that provided above ("Alternative QUEST FOR ENTRY OF THREE () ORDERS PROVIDED FOR UNDER THE SETTLEMENT STIPULATION, AS MODIFIED BY THE COURT'S ORDER DATED 1/0/0-1 - ASE NO.:C-0--VRW DOCS\00v1

3 Attached hereto as Exhibit A is a form of the Final Order and Judgment substantially in 1 the form as was attached to the Stipulation as Exhibit B, and previously submitted as Docket 1 #, with minor modifications updating the dates and referring to this Court's January, 0 1 Order. A Delta View comparison of this form to the form submitted as Docket # is attached 1 hereto as Exhibit B which highlights the modifications from the version submitted as Docket #. Request for entry of Order Approving Plan of Allocation Although not a condition of the Settlement, the Stipulation provides at paragraph that I Plaintiff's Lead Counsel would also "request entry of an order substantially in the form attached hereto as Exhibit C, approving the Plan of Allocation. The Plan of Allocation was set forth in 1 the Settlement Notice given to the members of the Class and not a single objection was made with respect to the Plan of Allocation. Attached hereto as Exhibit C is a form of the Order Approving Plan of Allocation 1 substantially in the form as was attached to the Stipulation as Exhibit C, with minor modifications updating the dates and referring to this Court's January, 0 Order. A Delta View comparison of this form to the form submitted as Docket # is attached hereto as Exhibit D which highlights the modifications from the version submitted as Docket #. Request for entry of Order Awarding Attorneys' Fees Although also not a condition of the Settlement, the Stipulation provides at paragraph 1 that "Lead Plaintiffs Counsel, with approval of Lead Plaintiff may also request entry of an order approving Lead Plaintiffs Counsel's application for an award of attorneys' fees and expenses. A form of Order Awarding Order Awarding Attorneys' Fees was attached to the Stipulation as Exhibit D. Judgment ) and none of the parties hereto elects to terminate this Settlement, the date that such Alternative Judgment becomes Final. QUEST FOR ENTRY OF THREE () ORDERS PROVIDED FOR UNDER THE SETTLEMENT STIPULATION, AS MODIFIED BY THE COURT'S ORDER DATED 1/0/0 -- CASE NO.:C-0--VRW DOCS\00v1

4 Attached hereto as Exhibit E is a form of the Order Awarding Attorneys' Fees substantially in the form as was attached to the Stipulation as Exhibit D, with modifications filling in the amount of the fees awarded in this Court's January, 0 Order and filling in the amount of the expenses requested and conforming the form to this Court's January, 0 Order. A Delta View comparison of this form to the form submitted as Docket # is attached hereto as #. Exhibit F which highlights the modifications from the version submitted as Docket **** It is respectfully requested that the Court enter the forms of orders submitted herewith as Exhibits A, C and E as contemplated in the Stipulation approved by the Court. DATED : January, 0 MILBERG LLP JEFF S. WESTERMAN 1 /s/jeffs. Westerman JEFF S. WESTERMAN One California Plaza 00 South Grand Avenue, Suite 00 Los Angeles, CA 001 Telephone : () - Facsimile : () - jwesterman@milberg.com MILBERG LLP GEORGE A. BAUER III ANITA KARTALOPOULOS One Pennsylvania Plaza New York, NY 1 Telephone : () -00 Facsimile : () -1 gbauer@milberg.com akartalopoulos@milberg.com Lead Counsel for the Class QUEST FOR ENTRY OF THREE () ORDERS PROVIDED FOR UNDER THE SETTLEMENT STIPULATION, AS MODIFIED BY THE COURT'S ORDER DATED 1/0/0 - - ASE NO.:C-0--VRW DOCS\00v1

5 KROLL HEINEMAN, LLC Wood Avenue South, Suite 0 Iselin, NJ 00 Telephone: () 1-00 Facsimile: () 1- akroll@krollfirm.com VINCENT GIBLIN PITTA & DREIER LLP Park Avenue, th Floor New York, New York 0 Telephone: () -0 Facsimile: () -1 vgiblin@pittadreier.com Counsel for Plaintiffs 1 QUEST FOR ENTRY OF THREE () ORDERS PROVIDED FOR UNDER THE SETTLEMENT STIPULATION, AS MODIFIED BY THE COURT'S ORDER DATED 1/0/0 -- CASE NO.:C-0--VRW DOCS\00v1

6 DECLARATION OF SERVICE BY MAIL I, the undersigned, declare: 1. That declarant is and was, at all times herein mentioned, employed in the County of Los Angeles, over the age of years, and not a party to or interest in the within action; that declarant's business address is One California Plaza, 00 South Grand Avenue, Suite 00, Los Angeles, California That on January, 0, declarant served the REQUEST FOR ENTRY OF THREE () ORDERS PROVIDED FOR UNDER THE SETTLEMENT STIPULATION, AS 1 MODIFIED BY THE COURT'S ORDER DATED 1/0/0 by depositing a true copy thereof in a United States mailbox at Los Angeles, California in a sealed envelope with postage thereon fully prepaid and addressed to the parties listed on the attached Service List.. That there is a regular communication by mail between the place of mailing and the places so addressed.. That a true and correct copy of this document is being served to the following persons who commented on the settlement by (a) (b) (c) (d) Mr. Steve Rogers at [mailto:roges@yahoo.com]; Ms. Laurie Lamb at [mailto:bllamb@earthlink.net]; Mr. Jerome Gleim at [mailto:jgleim@aol.com]; Mr. Leland G. Coe at [mailto:leecoe@paulbunyan.net]; (e) Roy W. Fogle and Patricia A. Fogle, Trustees of the Roy W & Patricia A. Fogle Trust dated // at [mailto:prfogle@sbcglobal.net]; and (f) Mr. Peter Williamson and Ms. Margaret Williamson at [mailto:pwmcw@cox.net].. That on the above date, declarant served via to: scac@law.stanford.edu. QUEST FOR ENTRY OF THREE () ORDERS PROVIDED FOR UNDER THE SETTLEMENT STIPULATION, AS MODIFIED BY THE COURT'S ORDER DATED 1/0/0 -- CASE NO.:C-0--VRW DOCS\00v1

7 I declare under penalty of perjury that the foregoing is true and correct. Executed this day of January, 0, at Los Angeles, California. ()LIZ ABET VI O 1 QUEST FOR ENTRY OF THREE () ORDERS PROVIDED FOR UNDER THE SETTLEMENT STIPULATION, AS MODIFIED BY THE COURT'S ORDER DATED 1/0/0 -- CASE NO.:C-0--VRW DOCS\00v1

8 1 SERVICE LIST Richard Gregory v. Chiron Corporation, et al. USDC - San Francisco - Case No.C-0--VRW Counselfor Plaintiffs Jeff S. Westerman George A. Bauer III Elizabeth P. Lin Anita Kartalopoulos MILBERG LLP MILBERG LLP One California Plaza One Pennsylvania Plaza 00 S. Grand Avenue, Suite 00 New York, NY 1 Los Angeles, CA 001 Telephone: () -00 Telephone: () - Facsimile: () -1 Facsimile: () - Lionel Glancy KROLL HEINEMAN LLC GLANCY BINKOW & GOLDBERG LLP Wood Avenue South, Suite 0 01 Ave. of the Stars, Suite Iselin, NJ 00 Los Angeles, CA 00 Telephone: () 1-00 Telephone: () 1-0 Facsimile: () 1- Facsimile: () 1-0 Brian P. Murray Vincent Giblin MURRAY, FRANK & SAILER LLP PITTA & DREIER LLP Madison Avenue, Suite 01 Park Avenue New York, NY 0 th Floor Telephone: () - New York, New York 0 Facsimile: () - Telephone: () -0 Facsimile: () -1 Counselfor Defendants James E. Lyons Eric Waxman Amy Park SKADDEN ARPS SLATE MEAGHER & FLOM LLP SKADDEN ARPS SLATE MEAGHER & FLOM LLP 00 S. Grand Avenue Four Embarcadero Center, Suite 00 Los Angeles, CA 001 San Francisco, CA 1 Telephone: () -000 Telephone: () -00 Facsimile: () -00 Facsimile: () - Paul K. Rowe Rachelle Silverberg WACHTELL, LIPTON, ROSEN & KATZ 1 West nd Street New York, New York 0 Telephone: () 0-00 Facsimile: () 0-00 QUEST FOR ENTRY OF THREE () ORDERS PROVIDED FOR UNDER THE SETTLEMENT STIPULATION, AS MODIFIED BY THE COURT'S ORDER DATED 1/0/0 -- CASE NO.:C-0--VRW DOCS\00v1

9 Other Counsel Jeffrey R. Krinsk FINKELSTEIN & KRINSK 01 W. Broadway, Suite San Diego, CA 01- Telephone: () -1 Facsimile: () - 1 QUEST FOR ENTRY OF THREE () ORDERS PROVIDED FOR UNDER THE SETTLEMENT STIPULATION, AS MODIFIED BY THE COURT'S ORDER DATED 1/0/0 -- CASE NO.:C-0--VRW DOCS\00v1

10 Exhibit A

11 MILBERG LLP JEFF S. WESTERMAN (SBN ) 00 S. Grand Ave., Suite 00 Los Angeles, CA 001- Telephone : () - Facsimile : () - jwesterman@milberg.com MILBERG LLP GEORGE A BAUER III ANITA KARTALOPOULOS One Pennsylvania Plaza New York, NY 1 Telephone : () -00 Facsimile : () -1 gbauer@milberg.com akartalopoulos@milberg.com Lead Counsel for the Class 1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION RICHARD GREGORY, On Behalf of Himself ) and All Others Similarly Situated, ) Plaintiff, ) Case No. C-0--VRW CLASS ACTION vs. ) FINAL ORDER AND JUDGMENT CHIRON CORPORATION, HOWARD H. ) PIEN, JOHN A. LAMBERT and DAVID V. ) SMITH, ) Defendants. ) final Order and Judgment ASE NO.:C-0--VRW DOCS\v

12 On the rd day of December, 0, a hearing was held before this Court to determine: (1) 1 whether the terms and conditions of the Stipulation and Agreement of Settlement dated as of March 1, 0 (the "Stipulation ) are fair, reasonable, and adequate for the settlement of all claims 1 asserted by the Class against Defendants in the Consolidated Amended Complaint For Violations of 1 the Federal Securities Laws, dated April, 0 (the "Complaint ) now pending in this Court I under the above caption (including the release ofthe Released Parties) and are in the best interests of the Class and should be approved; and () whether judgment should be entered dismissing the Complaint on the merits and with prejudice in favor of Defendants and as against all persons or entities who are members of the Class herein who have not requested exclusion therefrom. The Court having considered all matters submitted to it at the hearing and otherwise; and it appearing that the Court's Notice of Proposed Settlement (the "Cover Notice ), the Notice of Pendency of 1 Class Action and Proposed Settlement Thereof, Motion for Attorneys' Fees and Settlement Fairness Hearing (the "Settlement Notice ), and the Proof of Claim and Release form (the "Proof of Claim ) substantially in the forms approved by the Court were mailed to all persons or entities reasonably identifiable, who purchased or otherwise acquired the common stock of Chiron Corporation, now known as Novartis Vaccines and Diagnostics, Inc. ("Chiron ) during the period from July, 0 through October, 0 (the "Class Period ), except those persons or entities excluded from the Class, as shown by the records of Chiron's transfer agent, and as further identified through the mailing of the Cover Notice, the Settlement Notice, and the Proof of Claim pursuant to earlier orders of the Court, at the respective addresses set forth in such records, and that a summary notice of the hearing substantially in the form approved by the Court was published in the national edition of The Wall Street Journal, and Investor's Business Daily pursuant to the specifications of the Court; and all capitalized terms used herein having the meanings as set forth and defined in the Stipulation. And the Court having now approved the Stipulation and entered an Order on January, 0, 1 Docket Number, approving the Settlement and awarding fees. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. The Court has jurisdiction over the subject matter ofthe Action, the Lead Plaintiff, all Class Members, and Defendants. final Order and Judgment ASE NO.:C-0--VRW -1 - DOCS\v

13 1. The Court finds that the prerequisites for a class action under Federal Rules of Civil 1 Procedure (a) and (b)() have been satisfied in that: (a) the number of Class Members is so I numerous that joinder of all members thereof is impracticable; (b) there are questions of law and fact 1 common to the Class; (c) the claims of Lead Plaintiff, as the Class Representative, are typical of the 1 claims of the Class it seeks to represent; (d) Lead Plaintiff and Lead Plaintiff's Counsel have and 1 will fairly and adequately represent the interests of the Class; (e) the questions of law and fact common to Class Members predominate over any questions affecting only individual Class Members; and (f) a class action is superior to other available methods for the fair and efficient adjudication of the controversy.. Pursuant to Rule of the Federal Rules of Civil Procedure this Court hereby finally I certifies this action as a class action on behalf of all persons who purchased or otherwise acquired the common stock of Chiron during the period from July, 0 through October, 0. Excluded from the Settlement Class shall be the Individual Defendants, their heirs, affiliates, successors and assigns, and the current or former officers and directors of Chiron. Also excluded from the Class are the persons and/or entities who requested exclusion from the Class as listed on Exhibit 1 annexed hereto.. Notice ofthe Pendency ofthis Action as a class action and ofthe proposed Settlement 1 was given to all Class Members who could be identified with reasonable effort. The form and method of notifying the Class Members of the pendency of the action as a class action and of the terms and conditions of the proposed Settlement met the requirements of Rule of the Federal Rules of Civil Procedure, Section D(a)() of the Securities Exchange Act of, U.S.C. u-(a)() as amended by the Private Securities Litigation Reform Act of, due process, and any other applicable law, constituted the best notice practicable under the circumstances, constituted due and sufficient notice to all persons and entities entitled thereto. and. The Settlement is approved as fair, reasonable, and adequate and in the best interests I of the Class, and the Class Members and the parties are directed to consummate the Settlement in accordance with the terms and provisions of the Stipulation. final Order and Judgment ASE NO.:C-0--VRW - - DOCS\v

14 . The Complaint and the Action are hereby dismissed with prejudice and, except as 1 provided in the Stipulation, without costs as against Defendants.. Lead Plaintiff and the Class Members, in their individual capacities, their capacities I as purchasers, holders or sellers of Chiron common stock, and on behalf of themselves, their heirs, agents, representatives, executors, administrators, beneficiaries, predecessors, successors, assigns I and transferees, immediate and remote, are hereby permanently barred and enjoined from directly, indirectly or derivatively instituting, commencing or prosecuting any and all claims, causes of action, demands, rights, or liabilities (including but not limited to claims for violation of the federal securities laws, negligence, gross negligence, professional negligence, breach of duty of care and/or breach of duty of loyalty and/or breach of the duty of candor, fraud, breach of fiduciary duty, mismanagement, corporate waste, malpractice, breach of contract, negligent misrepresentation, 1 violations of any state statutes including, without limitation, the California Corporations Code and California Business & Professions Code and its Delaware equivalent, or federal statutes, rules or regulations, and any "Unknown Claims as defined below) that have been or that could have been asserted in this or any other forum by or on behalf of Lead Plaintiff, the Settlement Class or any Settlement Class Member based on, arising out of, in connection with, or related in any way to their purchase or other acquisition, holding or sale or other disposition of Chiron's common stock during the Settlement Class Period. By way of illustration, not limitation, Released Claims shall include I claims, causes of action, demands, rights, or liabilities based on, arising out of, in connection with, or relating in any way to: (A)any of the facts, circumstances, allegations, representations, statements, reports, disclosures, transactions, events, occurrences, acts, omissions or failures to act, of whatever kind or character, irrespective of the state of mind of the actor performing or omitting to perform the same, that have been or could have been alleged in any pleading, amended pleading, argument, complaint, amended complaint, brief, motion, report, discovery response or filing in the Action; (B)any matter, cause or thing whatsoever, including, but not limited to, any action, omission or failure to act of whatever kind or character, irrespective of the state of mind of the actor performing or omitting to perform the same, arising out of or relating to the adequacy, accuracy or completeness of any disclosure or statement made in any filings, proxy statements, prospectus, reports, press releases, statements, representations, analyst reports or announcements concerning Chiron's operations, services, products, financial condition or prospects or in any filing with the Securities final Order and Judgment ASE NO.:C-0--VRW - DOCS\v

15 1 and Exchange Commission or any other federal or state governmental agency or regulatory board (collectively referred to as "public statements ), or in the preparation or dissemination of, or failure to disseminate, any such public statements, at any time during or concerning July, 0, through and including October, 0; or (C)any of the facts, circumstances, representations, statements, reports, disclosures, transactions, events, occurrences, acts or omissions of whatever kind or character, regardless of the state of mind of the actor performing or omitting to perform the same, encompassed by subparagraph (a) and (b), above, that have been or that could have been alleged, or made the subject of any claim or action in state court or otherwise under the law of any state, common law or in equity, in any pleading, amended pleading, demand, complaint, amended complaint, motion, discovery response or filing. (the "Released Claims ) against any and all of the Defendants, Novartis AG, Novartis Corporation, Novartis Biotech Partnership, Inc., and their past, present and future parent entities, affiliates, subsidiaries, predecessors, successors and assigns, and each oftheir past, present and future officers, directors, attorneys, auditors, accountants, advisors, consultants, insurers, employees, associates, stockholders, controlling persons, representatives, underwriters and other agents, including their agents, assigns, spouses, heirs, executors, trustees, general and limited partners and partnerships, personal representatives, estates and administrators (the "Released Parties ). "Unknown Claims means any Released Claims that Lead Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this Settlement. With respect to any and all Released Claims, upon the Effective Date, Lead Plaintiff shall expressly and each of the other Settlement Class Members shall be deemed to have, and by operation of this Final Order and Judgment shall have, expressly waived, the provisions, rights and benefits of California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Lead Plaintiff shall expressly and each of the other Settlement Class Members shall be deemed to have, and by operation of this Final Order and Judgment shall have, expressly waived any and all final Order and Judgment ASE NO.:C-0--VRW - - DOCS\v

16 provisions, rights and benefits conferred by any law of any state or territory of the United States, or 1 principle of common law, which is similar, comparable and equivalent to California Civil Code 1. Lead Plaintiff and the other Settlement Class Members may hereafter discover facts in 1 addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Lead Plaintiff shall expressly and each other 1 Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation ofthis Final Order and Judgment shall have, fully, finally, and forever settled and released any all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff and the 1 other Settlement Class Members shall be deemed by operation of this Final Order and Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part.. The Released Claims are hereby compromised, settled, released, discharged and 1 dismissed as against the Released Parties on the merits and with prejudice by virtue of the proceedings herein and this Final Order and Judgment.. Defendants and the successors and assigns of any of them, are hereby permanently barred and enjoined from instituting, commencing or prosecuting any and all claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, including both known claims and Unknown Claims, that have been or could have been asserted in the Action or any forum by the Defendants or any of them or the successors and assigns of any of them against Lead Plaintiff, any or all ofthe Class Members or their attorneys, which arise out of or relate in any way to the institution, prosecution, assertion, defense, resolution or settlement of the Action (except for claims to enforce the Settlement) (the "Released Defendants' Claims ). The Released Defendants' Claims are hereby compromised, settled, released, final Order and Judgment ASE NO.:C-0--VRW - - DOCS\v

17 discharged and dismissed on the merits and with prejudice by virtue of the proceedings herein and 1 this Final Order and Judgment.. Neither this Final Order and Judgment nor the Stipulation or any of its terms and provisions or any documents executed or any proceedings taken pursuant to it, shall be: (a) offered or received against the Released Parties as evidence of or construed as or deemed to be evidence of any presumption, concession, or admission by any of the Released Parties with respect to the truth of any fact alleged by Lead Plaintiff or the validity of any claim that has been or could have been asserted in the Action or in any litigation, or the deficiency of any defense that has been or could have been asserted in the Action or in any litigation, liability, negligence, fault, or wrongdoing of Defendants; or of any (b) offered or received against the Released Parties as evidence of a presumption, 1 concession or admission of any fault, misrepresentation or omission with respect to any statement or written document approved or made by any Defendant; (c) offered or received against the Released Parties as evidence of a presumption, concession or admission with respect to any liability, negligence, fault or wrongdoing, or in any way referred to for any other reason as against any of the Released Parties, in any other civil, criminal or administrative action or proceeding, other than such proceedings as may be necessary to effectuate the provisions of the Stipulation; provided, however, that Defendants may refer to this Final Order and Judgment, the Stipulation or any of its terms and provisions or any documents executed or any proceedings taken pursuant to it to effectuate the liability protection granted them hereunder, including in any action that may be brought against them in order to support a defense or counterclaim based on the principles of res judicata, collateral estoppel, full faith and credit, release, good faith settlement, judgment bar reduction, or any other theory of claim preclusion or issue preclusion or any other defense or counterclaim; (d) construed against Defendants as an admission or concession that the I consideration to be given hereunder represents the amount which could be or would have been recovered after trial; or final Order and Judgment ASE NO.:C-0--VRW - - DOCS\v

18 1 (e) construed as or received in evidence as an admission, concession or 1 presumption against Lead Plaintiff or any of the Class Members that any of their claims are without I merit, or that any defenses asserted by the Defendants have any merit, or that damages recoverable I under the Complaint would not have exceeded the Gross Settlement Fund.. The Court finds that all parties and their counsel have complied with each 1 requirement of Rule of the Federal Rules of Civil Procedure as to all proceedings herein.. The finality of this Final Order and Judgment shall not be affected, in any manner, by 1 rulings that the Court may make on Lead Plaintiffs Plan of Allocation and/or Lead Plaintiff's Counsel's application for an award of attorneys' fees and reimbursement of expenses. There shall be no distribution of any of the Net Settlement Fund to any Class Member until a plan of allocation is finally approved and is affirmed on appeal or is no longer subject to review by appeal or certiorari, and the time for any petition for rehearing, appeal, or review, by certiorari or otherwise, of the order approving the Plan of Allocation has expired. 1. In the event this Final Order and Judgment does not become Final (including, by way I of example and not limitation, is vacated, modified or reversed on appeal), it shall be rendered null and void and shall be vacated and, in such event, (i) all orders entered and releases delivered in connection therewith shall be null and void and inadmissible in any proceeding in any tribunal, and (ii) the Settlement Class shall be automatically decertified without prejudice to Lead Plaintiffs right to seek, or Defendants' right to oppose, class certification in the future, and (iii) each party shall be restored to his, her or its respective position as it existed prior to June, 0.. Exclusive jurisdiction is hereby retained over the parties and the Class Members for 1 all matters relating to this Action, including the administration, interpretation, effectuation or enforcement of the Stipulation and this Final Order and Judgment, and including any application for fees and expenses incurred in connection with administering and distributing the settlement proceeds to the Class Members.. Without further order of the Court, the parties may agree to reasonable extensions of 1 time to carry out any of the provisions of the Stipulation. final Order and Judgment ASE NO.:C-0--VRW - DOCS\v

19 . There is no just reason for delay in the entry of this Final Order and Judgment and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule (b) of the Federal Rules of Civil Procedure. 1 Dated:, 0 Honorable Vaughn R. Walker UNITED STATES DISTRICT JUDGE final Order and Judgment ASE NO.:C-0--VRW - - DOCS\v

20 Exhibit B

21 MILBERG LLP JEFF S. WESTERMAN (SBN ) 00 S. Grand Ave., Suite 00 Los Angeles, CA 001- Telephone : () - Facsimile : () - jwesterman@milberg.com MILBERG LLP GEORGE A BAUER III ANITA KARTALOPOULOS One Pennsylvania Plaza New York, NY 1 Telephone : () -00 Facsimile : () -1 gbauer@milberg.com akartalopoulos@milberg.com Lead Counsel for the Class 1 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION RICHARD GREGORY, On Behalf of Himself ) and All Others Similarly Situated, ) Plaintiff, ) Case No. C-0--VRW CLASS ACTION vs. ) FINAL ORDER AND JUDGMENT CHIRON CORPORATION, HOWARD H. ) PIEN, JOHN A. LAMBERT and DAVID V. ) SMITH, ) Defendants. ) final Order and Judgment ASE NO.:C-0--VRW DOCS\v-j

22 On the rd day of December, 0, a hearing was held before this Court to determine: (1) 1 whether the terms and conditions of the Stipulation and Agreement of Settlement dated as of March 1, 0 (the "Stipulation ) are fair, reasonable, and adequate for the settlement of all claims 1 asserted by the Class against Defendants in the Consolidated Amended Complaint For Violations of 1 the Federal Securities Laws, dated April, 0 (the "Complaint ) now pending in this Court I under the above caption (including the release ofthe Released Parties) and are in the best interests of the Class and should be approved; and () whether judgment should be entered dismissing the Complaint on the merits and with prejudice in favor of Defendants and as against all persons or entities who are members of the Class herein who have not requested exclusion therefrom. The Court having considered all matters submitted to it at the hearing and otherwise; and it appearing that the Court's Notice of Proposed Settlement (the "Cover Notice ), the Notice of Pendency of 1 Class Action and Proposed Settlement Thereof, Motion for Attorneys' Fees and Settlement Fairness Hearing (the "Settlement Notice ), and the Proof of Claim and Release form (the "Proof of Claim ) substantially in the forms approved by the Court were mailed to all persons or entities reasonably identifiable, who purchased or otherwise acquired the common stock of Chiron Corporation, now known as Novartis Vaccines and Diagnostics, Inc. ("Chiron ) during the period from July, 0 through October, 0 (the "Class Period ), except those persons or entities excluded from the Class, as shown by the records of Chiron's transfer agent, and as further identified through the mailing of the Cover Notice, the Settlement Notice, and the Proof of Claim pursuant to earlier orders of the Court, at the respective addresses set forth in such records, and that a summary notice of the hearing substantially in the form approved by the Court was published in the national edition of The Wall Street Journal, and Investor's Business Daily pursuant to the specifications of the Court; and all capitalized terms used herein having the meanings as set forth and defined in the Stipulation. And the Court having now approved the Stipulation and entered an Order on January.0. 1 Docket Number, approving the Settlement and awarding fees. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. The Court has jurisdiction over the subject matter ofthe Action, the Lead Plaintiff, all Class Members, and Defendants. final Order and Judgment ASE NO.:C-0--VRW -1 - DOCS\v-j

23 1. The Court finds that the prerequisites for a class action under Federal Rules of Civil 1 Procedure (a) and (b)() have been satisfied in that: (a) the number of Class Members is so I numerous that joinder of all members thereof is impracticable; (b) there are questions of law and fact 1 common to the Class; (c) the claims of Lead Plaintiff, as the Class Representative, are typical of the 1 claims of the Class it seeks to represent; (d) Lead Plaintiff and Lead Plaintiff's Counsel have and 1 will fairly and adequately represent the interests of the Class; (e) the questions of law and fact common to Class Members predominate over any questions affecting only individual Class Members; and (f) a class action is superior to other available methods for the fair and efficient adjudication of the controversy.. Pursuant to Rule of the Federal Rules of Civil Procedure this Court hereby finally I certifies this action as a class action on behalf of all persons who purchased or otherwise acquired the common stock of Chiron during the period from July, 0 through October, 0. Excluded from the Settlement Class shall be the Individual Defendants, their heirs, affiliates, successors and assigns, and the current or former officers and directors of Chiron. Also excluded from the Class are the persons and/or entities who requested exclusion from the Class as listed on Exhibit 1 annexed hereto.. Notice ofthe Pendency ofthis Action as a class action and ofthe proposed Settlement 1 was given to all Class Members who could be identified with reasonable effort. The form and method of notifying the Class Members of the pendency of the action as a class action and of the terms and conditions of the proposed Settlement met the requirements of Rule of the Federal Rules of Civil Procedure, Section D(a)() of the Securities Exchange Act of, U.S.C. u-(a)() as amended by the Private Securities Litigation Reform Act of, due process, and any other applicable law, constituted the best notice practicable under the circumstances, constituted due and sufficient notice to all persons and entities entitled thereto. and. The Settlement is approved as fair, reasonable, and adequate and in the best interests I of the Class, and the Class Members and the parties are directed to consummate the Settlement in accordance with the terms and provisions of the Stipulation. final Order and Judgment ASE NO.:C-0--VRW - - DOCS\v-j

24 . The Complaint and the Action are hereby dismissed with prejudice and, except as 1 provided in the Stipulation, without costs as against Defendants.. Lead Plaintiff and the Class Members, in their individual capacities, their capacities I as purchasers, holders or sellers of Chiron common stock, and on behalf of themselves, their heirs, agents, representatives, executors, administrators, beneficiaries, predecessors, successors, assigns I and transferees, immediate and remote, are hereby permanently barred and enjoined from directly, indirectly or derivatively instituting, commencing or prosecuting any and all claims, causes of action, demands, rights, or liabilities (including but not limited to claims for violation of the federal securities laws, negligence, gross negligence, professional negligence, breach of duty of care and/or breach of duty of loyalty and/or breach of the duty of candor, fraud, breach of fiduciary duty, mismanagement, corporate waste, malpractice, breach of contract, negligent misrepresentation, 1 violations of any state statutes including, without limitation, the California Corporations Code and California Business & Professions Code and its Delaware equivalent, or federal statutes, rules or regulations, and any "Unknown Claims as defined below) that have been or that could have been asserted in this or any other forum by or on behalf of Lead Plaintiff, the Settlement Class or any Settlement Class Member based on, arising out of, in connection with, or related in any way to their purchase or other acquisition, holding or sale or other disposition of Chiron's common stock during the Settlement Class Period. By way of illustration, not limitation, Released Claims shall include I claims, causes of action, demands, rights, or liabilities based on, arising out of, in connection with, or relating in any way to: (A)any of the facts, circumstances, allegations, representations, statements, reports, disclosures, transactions, events, occurrences, acts, omissions or failures to act, of whatever kind or character, irrespective of the state of mind of the actor performing or omitting to perform the same, that have been or could have been alleged in any pleading, amended pleading, argument, complaint, amended complaint, brief, motion, report, discovery response or filing in the Action; (B)any matter, cause or thing whatsoever, including, but not limited to, any action, omission or failure to act of whatever kind or character, irrespective of the state of mind of the actor performing or omitting to perform the same, arising out of or relating to the adequacy, accuracy or completeness of any disclosure or statement made in any filings, proxy statements, prospectus, reports, press releases, statements, representations, analyst reports or announcements concerning Chiron's operations, services, products, financial condition or prospects or in any filing with the Securities final Order and Judgment ASE NO.:C-0--VRW - DOCS\v-j

25 1 and Exchange Commission or any other federal or state governmental agency or regulatory board (collectively referred to as "public statements ), or in the preparation or dissemination of, or failure to disseminate, any such public statements, at any time during or concerning July, 0, through and including October, 0; or (C)any of the facts, circumstances, representations, statements, reports, disclosures, transactions, events, occurrences, acts or omissions of whatever kind or character, regardless of the state of mind of the actor performing or omitting to perform the same, encompassed by subparagraph (a) and (b), above, that have been or that could have been alleged, or made the subject of any claim or action in state court or otherwise under the law of any state, common law or in equity, in any pleading, amended pleading, demand, complaint, amended complaint, motion, discovery response or filing. (the "Released Claims ) against any and all of the Defendants, Novartis AG, Novartis Corporation, Novartis Biotech Partnership, Inc., and their past, present and future parent entities, affiliates, subsidiaries, predecessors, successors and assigns, and each oftheir past, present and future officers, directors, attorneys, auditors, accountants, advisors, consultants, insurers, employees, associates, stockholders, controlling persons, representatives, underwriters and other agents, including their agents, assigns, spouses, heirs, executors, trustees, general and limited partners and partnerships, personal representatives, estates and administrators (the "Released Parties ). "Unknown Claims means any Released Claims that Lead Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this Settlement. With respect to any and all Released Claims, upon the Effective Date, Lead Plaintiff shall expressly and each of the other Settlement Class Members shall be deemed to have, and by operation of this Final Order and Judgment shall have, expressly waived, the provisions, rights and benefits of California Civil Code, which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Lead Plaintiff shall expressly and each of the other Settlement Class Members shall be deemed to have, and by operation of this Final Order and Judgment shall have, expressly waived any and all final Order and Judgment ASE NO.:C-0--VRW - - DOCS\v-j

26 provisions, rights and benefits conferred by any law of any state or territory of the United States, or 1 principle of common law, which is similar, comparable and equivalent to California Civil Code 1. Lead Plaintiff and the other Settlement Class Members may hereafter discover facts in 1 addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Lead Plaintiff shall expressly and each other 1 Settlement Class Member, upon the Effective Date, shall be deemed to have, and by operation ofthis Final Order and Judgment shall have, fully, finally, and forever settled and released any all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff and the 1 other Settlement Class Members shall be deemed by operation of this Final Order and Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a key element of the settlement of which this release is a part.. The Released Claims are hereby compromised, settled, released, discharged and 1 dismissed as against the Released Parties on the merits and with prejudice by virtue of the proceedings herein and this Final Order and Judgment.. Defendants and the successors and assigns of any of them, are hereby permanently barred and enjoined from instituting, commencing or prosecuting any and all claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or common law or any other law, rule or regulation, including both known claims and Unknown Claims, that have been or could have been asserted in the Action or any forum by the Defendants or any of them or the successors and assigns of any of them against Lead Plaintiff, any or all ofthe Class Members or their attorneys, which arise out of or relate in any way to the institution, prosecution, assertion, defense, resolution or settlement of the Action (except for claims to enforce the Settlement) (the "Released Defendants' Claims ). The Released Defendants' Claims are hereby compromised, settled, released, final Order and Judgment ASE NO.:C-0--VRW - - DOCS\v-j

27 discharged and dismissed on the merits and with prejudice by virtue of the proceedings herein and 1 this Final Order and Judgment.. Neither this Final Order and Judgment nor the Stipulation or any of its terms and provisions or any documents executed or any proceedings taken pursuant to it, shall be: (a) offered or received against the Released Parties as evidence of or construed as or deemed to be evidence of any presumption, concession, or admission by any of the Released Parties with respect to the truth of any fact alleged by Lead Plaintiff or the validity of any claim that has been or could have been asserted in the Action or in any litigation, or the deficiency of any defense that has been or could have been asserted in the Action or in any litigation, liability, negligence, fault, or wrongdoing of Defendants; or of any (b) offered or received against the Released Parties as evidence of a presumption, 1 concession or admission of any fault, misrepresentation or omission with respect to any statement or written document approved or made by any Defendant; (c) offered or received against the Released Parties as evidence of a presumption, concession or admission with respect to any liability, negligence, fault or wrongdoing, or in any way referred to for any other reason as against any of the Released Parties, in any other civil, criminal or administrative action or proceeding, other than such proceedings as may be necessary to effectuate the provisions of the Stipulation; provided, however, that Defendants may refer to this Final Order and Judgment, the Stipulation or any of its terms and provisions or any documents executed or any proceedings taken pursuant to it to effectuate the liability protection granted them hereunder, including in any action that may be brought against them in order to support a defense or counterclaim based on the principles of res judicata, collateral estoppel, full faith and credit, release, good faith settlement, judgment bar reduction, or any other theory of claim preclusion or issue preclusion or any other defense or counterclaim; (d) construed against Defendants as an admission or concession that the I consideration to be given hereunder represents the amount which could be or would have been recovered after trial; or final Order and Judgment ASE NO.:C-0--VRW - - DOCS\v-j

28 1 (e) construed as or received in evidence as an admission, concession or 1 presumption against Lead Plaintiff or any of the Class Members that any of their claims are without I merit, or that any defenses asserted by the Defendants have any merit, or that damages recoverable I under the Complaint would not have exceeded the Gross Settlement Fund.. The Court finds that all parties and their counsel have complied with each 1 requirement of Rule of the Federal Rules of Civil Procedure as to all proceedings herein.. The finality of this Final Order and Judgment shall not be affected, in any manner, by 1 rulings that the Court may make on Lead Plaintiffs Plan of Allocation and/or Lead Plaintiff's Counsel's application for an award of attorneys' fees and reimbursement of expenses. There shall be no distribution of any of the Net Settlement Fund to any Class Member until a plan of allocation is finally approved and is affirmed on appeal or is no longer subject to review by appeal or certiorari, and the time for any petition for rehearing, appeal, or review, by certiorari or otherwise, of the order approving the Plan of Allocation has expired. 1. In the event this Final Order and Judgment does not become Final (including, by way I of example and not limitation, is vacated, modified or reversed on appeal), it shall be rendered null and void and shall be vacated and, in such event, (i) all orders entered and releases delivered in connection therewith shall be null and void and inadmissible in any proceeding in any tribunal, and (ii) the Settlement Class shall be automatically decertified without prejudice to Lead Plaintiffs right to seek, or Defendants' right to oppose, class certification in the future, and (iii) each party shall be restored to his, her or its respective position as it existed prior to June, 0.. Exclusive jurisdiction is hereby retained over the parties and the Class Members for 1 all matters relating to this Action, including the administration, interpretation, effectuation or enforcement of the Stipulation and this Final Order and Judgment, and including any application for fees and expenses incurred in connection with administering and distributing the settlement proceeds to the Class Members.. Without further order of the Court, the parties may agree to reasonable extensions of 1 time to carry out any of the provisions of the Stipulation. final Order and Judgment ASE NO.:C-0--VRW - DOCS\v-j

29 . There is no just reason for delay in the entry of this Final Order and Judgment and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule (b) of the Federal Rules of Civil Procedure. Dated:, 00 T the under-signed, declar e. Honorable Vaughn R. Walker UNITED STATES DISTRICT JUDGE 1 was, at al time s herein menti o ned, employed in the Getmty of L os Angele s, ever- the age of ye ar s, and n ot a pafty t o or- intere st in the within > th a t. deel amnt' s b usines s address i s One G aifemia Plaza, 00 South GFmd Avenue, Suite 00, L Angele s, Califo rnia Th t N ember-, de a ov 0 l er ed e am s v the N A r FINAL ORDER AND YUDGMENT- by depos iting a tfu e eopy there o f in a United State s mailb o x at Los Angele s, Gaife mi -a in a seaed envelope with postage ther-e en fu lly prepaid and addre s sed to the paftie s li sted on th attached Service List. ( a) NU Steve Roger s at [mai1t e!r-egesyahoo.ce (b) M s. Laurie Lamb at [ te bl1 b@e v no t]. ^ " =mar ( c ) NU. eromgle t[mai1t o!jg1e a el.ce (d) NU. Lel el and Co e at [ t o.!ieecoe@ p au n ya = ma t,. r ( e) Re^ y - ^x.: Fogle and Patric ia A. F og le, Trus t " of the Rey^ - ^x.: & Patric ia A. F og le Tr st dated // a t [m a ;lt o : p rfgle@ bcg l o b a n ot]. a n final Order and Judgment ASE NO.:C-0--VRW - - DOCS\v-j