1 2 3 4 5 6 7 8 9 UNITED STATES DISTRICT COURT 10 SOUTHERN DISTRICT OF CALIFORNIA 11 12 IN RE IMMUNITYBIO, INC. Case No.: 3:24-cv-02014-GPC-VET

SHAREHOLDER DERIVATIVE

13

LITIGATION ORDER:

14

(1) GRANTING PROVISIONAL 15

THIS DOCUMENT RELATES TO: ALL APPROVAL OF DERIVATIVE

16 ACTION SETTLEMENT;

ACTIONS

17 (2) CONDITIONALLY APPROVING 18 THE PROPOSED FORM AND

MANNER OF NOTICE; AND

19

20 (3) SETTING DATE FOR FINAL

SETTLEMENT HEARING

21

22 [ECF No. 34] 23

24 Before the Court is Plaintiffs’ Motion for Preliminary Approval of Derivative 25 Settlement. ECF No. 34. The Motion is unopposed. Id. at 3. For the reasons detailed 26 below, the Court GRANTS preliminary approval of the Parties’ settlement of this 27 derivative action and conditionally approves the proposed form and manner of settlement 28 1 notice. 2 I. BACKGROUND 3 A. Factual Allegations 4 This is a shareholder derivative action on behalf of nominal defendant 5 ImmunityBio, Inc. (“ImmunityBio” or “the Company”) against current and former 6 ImmunityBio directors and officers (collectively “Individual Defendants,” 1 and together 7 with ImmunityBio, the “Defendants”). ImmunityBio is a biotechnology company that 8 develops therapies and vaccines that bolster the body’s immune system to treat cancers 9 and infectious diseases. ECF No. 34-1 (“Motion” or “Mot.”) at 4. In May 2023, 10 ImmunityBio announced that the FDA had rejected its Biologics License Application 11 (“BLA”) for Anktiva (its lead biologic product) because of current good manufacturing 12 practice (“cGMP”) deficiencies identified during a pre-license inspection of its contract 13 manufacturing organizations (“CMOs”). Id. 14 Plaintiffs allege that between March 10, 2021 and May 10, 2023, the Individual 15 Defendants breached their fiduciary duties to ImmunityBio and its shareholders and 16 committed other misconduct by failing to conduct adequate oversight and making or 17 causing others to make a series of materially false and misleading statements that failed 18 to disclose the following: “(1) cGMP deficiencies at the Company’s third-party CMOs 19 for Anktiva; (2) that one or more of the Company’s CMOs for Anktiva did in fact suffer 20 from cGMP deficiencies; (3) that the foregoing deficiencies were likely to cause the FDA 21 to reject the Company’s BLA for Anktiva; and (4) that the Company overstated the 22 regulatory approval prospects for the Anktiva BLA.” Id. 23 B. Procedural Background 24 On February 9, 2024, ImmunityBio shareholder Roland Davies (“Davies”) 25 exercised his stockholder right to inspect, pursuant to 8 Del. C. § 220, and issued a 26 27 1 The Individual Defendants are Patrick Soon-Shiong, Richard Adcock, Cheryl L. Cohen, Michael D. Blaszyk, John Owen Brennan, Linda Maxwell, Wesley Clark, Christobel Selecky, Barry J. Simon, and 28 1 “Section 220” demand to ImmunityBio to see its books and records in connection with 2 the alleged misconduct. Id. at 5. In response, ImmunityBio responded produced over 3 600 pages of non-public, Board-level, internal corporate documents (“220 Documents”). 4 Id. Davies reviewed these documents, and on September 17, 2024, he served 5 ImmunityBio’s Board of Directors with a pre-suit demand under Delaware law asking the 6 Board to begin investigating the alleged misconduct described above in Section I.A. 7 and/or file a lawsuit against the Individual Defendants regarding said misconduct. Id. 8 On September 24, 2024, ImmunityBio shareholder Chris Pallas (“Pallas”) made a 9 substantially similar Section 220 demand on ImmunityBio. Id. ImmunityBio produced 10 the responsive documents to Pallas. Id. Davies’s demand and Pallas’s demand are 11 collectively known as the “Demands.” Id. at 8 12 On October 29, 2024, Plaintiff Gary Van Luven (“Van Luven”) filed a shareholder 13 derivative complaint on behalf of ImmunityBio against the Individual Defendants, 14 asserting claims for violation of the Securities Exchange Act of 1934 (the “Exchange 15 Act”) and for breach of fiduciary duty, unjust enrichment, and waste of corporate assets 16 under Delaware law. Id. at 12. On February 25, 2025, Plaintiff Angelo Barbieri 17 (“Barbieri”) filed a substantially similar shareholder derivative complaint on behalf of 18 ImmunityBio against certain of the Individual Defendants, asserting substantially similar 19 claims. Id. at 12–13. On February 26, 2025, Plaintiff Bong Shin (“Shin”) filed a third 20 substantially similar shareholder derivative complaint on behalf of ImmunityBio against 21 the Individual Defendants, asserting substantially similar claims. Id. at 13. 22 On May 2, 2025, the parties to these three derivative actions (the “Derivative 23 Actions”) jointly moved to consolidate their cases and to appoint Kuehn Law, PLLC as 24 Lead Counsel for plaintiffs Van Luven, Barbieri, and Shin (the “Plaintiffs”); the Court 25 granted their motion the same day. ECF No. 32. 26 Plaintiffs, Davies, and Pallas are collectively known as the “Shareholders,” Mot. at 27 1, and together with ImmunityBio and the Defendants, as the “Parties.” ECF No. 33-1 at 28 1 2. The Derivative Actions and Demands together are the “Derivative Matters.” Id. 2 C. Settlement Agreement 3 The key terms of the Stipulation of Settlement, ECF. No. 33-1 (“Settlement 4 Agreement” or “SA”), are as follows: 5 1. Settlement Benefits 6 ImmunityBio will keep the corporate governance reforms set forth in Exhibit A of 7 the Settlement Agreement in place for at least four years. Id. at 25. These reforms 8 include: 9 i. The appointment of an independent director to the Board of Directors on or 10 before December 31, 2025; 11 ii. Enhancements to the Disclosure Committee Charter; 12 iii. Enhancements to the Audit Committee Charter; 13 iv. Public posting of Corporate Governance Guidelines and Board Committee 14 Charters on the Company’s public website and if any such documents are 15 amended, the Company will post the updates within a reasonable time; 16 v. Quarterly Board discussion concerning topics relevant to allegations in the 17 Plaintiffs’ claims such as the Company’s and its CMOs’ compliance with 18 FDA regulations and cGMP, in order to identify material risks; 19 vi. Annual legal department review and report on effectiveness of Company 20 policies, procedures, and practices related to compliance with FDA 21 regulations; and 22 vii. Mandatory risk assessment and compliance training on annual basis for 23 Company employees involved with preparing financial statements, 24 manufacturing Company products, communicating with the FDA and 25 independent external auditor, and preparing public statements. 26 See Mot. at 8-12; ECF No. 33-1, Ex. A. 27

28 2 1 2. Releases 2 Under the Settlement Agreement, the Derivative Matters will be fully and finally 3 compromised and settled, the Released Claims will be released as against the Released 4 Persons, and the Derivative Actions will be dismissed with prejudice as against the 5 Released Persons. ECF No. 33-1 at 8. 6 The Released Claims include all claims, demands, rights, and causes of action 7 based on any jurisdiction’s laws that have been, could have been, or might be asserted in 8 the Derivative Matters or in any other court, tribunal, or proceeding by the Shareholders 9 or any other Current ImmunityBio Stockholder directly or derivatively on behalf of 10 ImmunityBio, or by ImmunityBio directly, against any of the Released Persons, or by the 11 Released Persons against ImmunityBio or any other Released Person, which arise out of 12 any matters related to the Derivative Action complaints, the allegations described in the 13 Demands, or the Derivative Actions and the institution, prosecution and settlement 14 thereof. Id. at 10. 15 The Released Claims do not include, and neither the Stipulation nor any part of the 16 Settlement will affect claims relating to enforcement of the Settlement, the Stipulation, or 17 any other agreement among any or all of the Parties and relevant insurers in connection 18 with the Settlement. Id. The Released Claims also do not include the derivative claims 19 asserted on behalf of ImmunityBio, Inc. in the unrelated shareholder derivative lawsuit 20 pending in the Delaware Court of Chancery captioned Carlson v. Soon-Shiong, et al., 21 C.A. No. 2024-1185-JTL. Id. 22 The Released Persons include ImmunityBio, the Individual Defendants, the 23 Shareholders, and their respective past, present, or future heirs, trusts, trustees, estates, 24 beneficiaries, and other entities and persons with whom they have legally binding 25 relationships or duties. Id. at 11. 26 3. Notice 27 No later than ten (10) business days after the Court enters its Preliminary Approval 28 Order, ImmunityBio will: post the Notice of the Settlement Agreement and the 1 Stipulation (with corresponding exhibits) on the Investor Relations page of its website 2 and maintain the Notice and Stipulation there until after the Settlement Hearing; publish 3 the Summary Notice of the Settlement Agreement in Investor’s Business Daily with a 4 link to its Investor Relations webpage where the Notice and Stipulation (with 5 corresponding exhibits) will be posted and available; and file with the U.S. Securities and 6 Exchange Commission the Notice and Stipulation (with corresponding exhibits) as 7 exhibits to a Current Report on Form 8-K. Id. at 13. 8 ImmunityBio will bear all the costs and expenses of disseminating the notices of 9 the proposed Settlement (“Notice Costs”), regardless of whether the Court declines to 10 approve the Settlement or the Final Approval of Settlement fails to occur. Id. at 14. The 11 Shareholders, any other ImmunityBio stockholder, the Defendants, or any of their 12 attorneys (including Shareholders’ Counsel) will not be responsible for any Notice Costs. 13 Id. 14 4. Attorneys’ Fees and Expenses 15 Despite negotiations and their participation in a mediation session, the Parties have 16 not agreed on the amount of Shareholders’ Counsel’s attorneys’ fees. Mot. at 22. 17 Shareholders’ Counsel will file a motion for fees and litigation expenses alongside 18 Plaintiffs’ motion for final settlement approval. Id. Defendants will have the opportunity 19 to respond to the motion or oppose Shareholders’ Counsel’s request for fees and 20 expenses. Id. 21 Shareholders’ Counsel may petition the Court for an award of attorneys’ fees and 22 litigation expenses (the “Fee and Expense Award”) not exceeding $2,500,000. Id. 23 Shareholders’ Counsel intends to petition the Court for a Fee and Expense Award of 24 $1,400,000. Id. at 22–23. ImmunityBio and its insurers will be responsible for paying 25 any Fee and Expense Award, and the Parties agree that no other person or entity will be 26 responsible for contributing to the payment of the Fee and Expense Award. ECF No. 33- 27 1 at 15. 28 5. Service Award 1 Plaintiffs’ Counsel may apply to the Court for service awards of up to twenty-five 2 hundred dollars ($2,500.00) for each of the Shareholders, only to be paid if the Court 3 approves them. Id. at 16. The service awards would be paid from any Fee and Expense 4 Award in recognition of the Shareholders’ efforts in initiating, prosecuting, and settling 5 the Derivative Matters. Id. The failure of the Court to approve any requested service 6 awards will not impact the Settlement. Id. at 16-17. Neither ImmunityBio nor any of the 7 Individual Defendants will pay for any portion of any service awards. Id. at 17. 8 II. LEGAL STANDARD 9 A derivative action may be settled only with the court’s approval. Fed. R. Civ. P. 10 23.1(c). “In determining whether to approve the settlement of a derivative action, courts 11 look to cases and standards under Rule 23(e) of the Federal Rules of Civil Procedure for 12 guidance by analogy.” In re CPI Aerostructures S’holder Derivative Litig., , 2023 WL 13 2969279, at *3 (E.D.N.Y. Feb. 14, 2023); see also In re OSI Sys., Inc. Derivative Litig., 14 2017 WL 5634607, at *1 (C.D. Cal. Jan. 24, 2017) (When reviewing a derivative action 15 settlement for approval, “[t]he Court takes as instructive case law governing preliminary 16 approval of class action settlements under Rule 23(e)”). 17 “Rule 23 requires courts to employ a two-step process in evaluating a class action 18 or derivative action settlement.” In re Wells Fargo & Co. Sharehold Derivative Litig., 19 No. 16-CV-05541-JST, 2019 WL 13020734, at *4 (N.D. Cal. May 14, 2019). First, the 20 court “must make a preliminary determination that the settlement is fair, reasonable, and 21 adequate” under Rule 23(e)(2). Id. (internal citation and quotations omitted). Only if a 22 settlement is “fundamentally fair, adequate, and reasonable” may it be approved. In re 23 Hewlett-Packard Co. S’holder Derivative Litig., No. 3:12-CV-06003-CRB, 2015 WL 24 1153864, at *3 (N.D. Cal. Mar. 13, 2015) (internal citation and quotations omitted). “[I]f 25 the court preliminarily approves a derivative action settlement, notice ‘must be given to 26 shareholders or members in the manner that the court orders.’” In re Wells Fargo & Co. 27 Sharehold Derivative Litig., 2019 WL 13020734, at *4 (quoting Fed. R. Civ. P. 23.1(c)). 28 The court then holds a hearing to “make a final determination whether the settlement is 1 ‘fair, reasonable, and adequate.’” Id. (quoting Fed. R. Civ. P. 23(e)(2)). 2 In the context of a derivative action, courts evaluate fairness, reasonableness, and 3 adequacy by considering a range of factors, such as “the strength of the plaintiffs’ case; 4 the risk, expense, complexity, and likely duration of further litigation . . . the amount 5 offered in settlement; the extent of discovery completed and the stage of the proceedings; 6 [and] the experience and views of counsel…” Id. (internal citation and quotations 7 omitted). When evaluating the adequacy of nonmonetary settlement provisions like 8 corporate governance reforms, courts examine whether a company is already undertaking 9 the provisions independently of the settlement. If the reforms proposed in the settlement 10 were already implemented or going to be implemented by the company, then courts are 11 more doubtful of the value of the settlement. See In re Lyft, Inc. Derivative Litig., 2024 12 WL 4505474, at *4 (N.D. Cal. Oct. 16, 2024) (“the Court is skeptical that the reforms 13 presented here are a benefit of the settlement rather than [the company’s] own 14 independent actions”) (emphasis in original); In re Pinterest Derivative Litig., 2022 WL 15 2079712, at *3 (N.D. Cal. June 9, 2022) (critical of the fact that “a fair number of the 16 reforms were already in place as a result of the corporation’s own actions addressing the 17 [underlying action’s allegations]”). 18 Overall, the principal factor that courts consider is “the extent of the benefit to be 19 derived from the proposed settlement by the corporation, the real party in interest.” In re 20 Pinterest Derivative Litig., 2022 WL 484961, *3 (N.D. Cal. Feb. 16, 2022) (internal 21 citation and quotations omitted). Further, courts scrutinize whether the proposed 22 settlement is “the product of fraud or overreaching by, or collusion between, the 23 negotiating parties.” In re Hewlett-Packard, 2015 WL 1153864, at *3 (internal citation 24 and quotation omitted). See also Lloyd v. Gupta, 2016 WL 3951652, at *4 (N.D. Cal. 25 July 22, 2016) (noting that courts consider whether “the settlement is the result of arm’s- 26 length negotiations in which plaintiffs’ counsel has effectively represented the interest of 27 the shareholder class”) (internal citation and quotations omitted). 28 At the preliminary approval stage, the Court need not definitively decide whether 1 the proposed settlement survives scrutiny under these standards; instead, it need only 2 determine whether the settlement falls “within the range of possible approval.” In re 3 Tableware Antitrust Litig., 484 F. Supp. 2d 1078, 1080 (N.D. Cal. 2007) (internal citation 4 and quotations omitted); see In re Wells Fargo & Co. Sharehold Derivative Litig., 2019 5 WL 13020734, at *4. 6 III. DISCUSSION 7 A. Proposed Settlement 8 i. Benefits to ImmunityBio 9 The Parties assert that the proposed settlement will benefit ImmunityBio because 10 the corporate governance reforms (listed in Exhibit A of the Stipulation) will lower 11 ImmunityBio’s risk of further loss of investor confidence and lawsuits. Mot. at 18. The 12 Parties argue that the reforms will also enhance ImmunityBio’s value by improving its 13 decision-making and its Board’s oversight of these decisions. Id. The reforms will 14 engender greater investor trust in the accuracy of the company’s public disclosures, the 15 integrity of the company’s management, and the independence and effectiveness of the 16 company’s corporate governance and Board oversight. Id. 17 “[A] corporation may receive a ‘substantial benefit’ from a derivative suit, 18 justifying an award of counsel fees, regardless of whether the benefit is pecuniary in 19 nature.” Mills v. Elec. Auto-Lite Co., 396 U.S. 375, 395 (1970); see also In re Ceradyne, 20 Inc., No. SACV 06-919-JVS (PJWx), 2009 WL 10671494, at *2 (C.D. Cal. June 9, 2009) 21 (“Non-pecuniary benefits to the corporation have been deemed adequate consideration 22 for the settlement of derivative suits ... [and] can be particularly valuable when the relief 23 is intended to prevent future harm” (citations omitted)). “Courts have recognized that 24 corporate governance reforms ... provide valuable benefits to public companies.” In re 25 NVIDIA Corp. Derivative Litig., 2008 WL 5382544, at *3 (N.D. Cal. Dec. 22, 2008) 26 (quotation omitted). 27 Courts have found that corporate governance reforms that directly address alleged 28 corporate misconduct are beneficial to companies in derivative action settlement 1 approvals. See Moore v. Verb Tech. Co., Inc., 2021 WL 11732976, at *4 (C.D. Cal. Mar. 2 1, 2021) (finding that “corporate governance measures that specifically address the 3 allegations in the derivative action” substantially benefit the company by helping prevent 4 it from making additional misleading statements about its app development agreement); 5 In re Taronis Techs., Inc. S’holder Derivative Litig., 2021 WL 842137 (D. Ariz. Mar. 5, 6 2021) (finding that corporate governance changes conferred sufficient benefit to company 7 because they addressed compliance with public reporting requirements that the company 8 had allegedly not complied with). 9 The Court agrees with the Parties that the corporate governance reforms listed in 10 Exhibit A of the Stipulation benefit ImmunityBio. Though non-pecuniary, the reforms 11 benefit ImmunityBio specifically because they directly address the alleged deficiencies 12 listed in Plaintiffs’ derivative actions. For example, the reforms dictate that 13 ImmunityBio’s management will report to the Board at least quarterly about the 14 company’s compliance with FDA regulations and cGMP, and about ImmunityBio’s 15 CMOs’ compliance with cGMP. ECF No. 33-1 at 25–26. The reforms also mandate 16 changes to ImmunityBio’s Disclosure Committee Charter. Id. The Disclosure 17 Committee would now be charged with establishing and maintaining processes for 18 ensuring that the company does not disclose false or misleading information in its SEC 19 reports, quarterly earnings press releases, and press releases and public statements 20 concerning the company’s drug development, compliance with cGMP, and interactions 21 with the FDA. Id. at 29. This specifically tackles the Derivative Actions’ allegation that 22 the Individual Defendants made or allowed others to make false and misleading 23 statements about cGMP deficiencies at ImmunityBio’s CMOs and the prospects for FDA 24 approval of ImmunityBio’s lead drug product. 25 Most notably, the reforms mandate that the Company shall establish and maintain 26 training programs that are “focused on compliance, internal controls policies and 27 proceeds, compliance risk assessment, and complaint reporting and investigation.” ECF 28 No. 33-1, Ex. D at 59. These trainings will be mandatory for employees who are 1 involved in preparing financial statements, manufacturing the Company’s products, 2 communicating with the FDA and the Company’s independent external auditor, and 3 drafting the Company’s public statements. Id. at 60. These trainings would occur on an 4 annual basis. Id. at 59. The Court finds that this proposed training program is 5 substantial, directly addresses the alleged corporate misconduct, and would provide a 6 considerable benefit to the Company. 7 Further, the reforms’ benefits are bolstered by the fact that ImmunityBio will 8 implement and maintain the reforms for four years following the effective date of the 9 settlement. This is meant to be a “meaningful amount of time intended to ensure the 10 Reforms become embedded in the Company’s policies, practices, and corporate culture.” 11 Mot. at 18. The Court agrees that the multi-year implementation period would be 12 beneficial to the company. See Chenoy v. Lyft, Inc., No. 20-CV-09257-HSG, 2025 WL 13 948065, at *5 (N.D. Cal. Mar. 28, 2025) (“Because the Settlement Agreement fixes these 14 reforms in place for a three-year period, the reforms may well engender some lasting trust 15 in [the company’s] safety and corporate governance, yielding financial benefits for [the 16 company]”). The reforms also benefit ImmunityBio beyond the initial four-year 17 maintenance period because they mandate annual regulatory compliance training for 18 ImmunityBio employees who help prepare and disseminate the company’s public 19 statements. See ECF No. 33-1 at 26–27. 20 The Court finds that the Settlement is in the best interest of ImmunityBio, 21 especially considering that the Board unanimously determined that it was. Id. at 12. See 22 In re Southern Co. S’holder Derivative Litig., 2022 WL 4545614, at *6 (N.D. Ga. June 9, 23 2022) (non-defendant directors’ unanimous vote for derivative settlement is “exercise of 24 business judgment” that “warrants substantial judicial deference”) (collecting cases). 25 ii. Non-Collusive, Arm’s-Length Negotiations 26 The Parties assert that the settlement is fair because their counsel is experienced in 27 derivative actions and understands the Derivative Actions’ merits, and because they 28 agreed to the settlement only after extensive negotiations. Mot. at 15. 1 Courts must ensure that a settlement agreement “is not the product of fraud or 2 overreaching by, or collusion between, the negotiating parties.” Officers for Just. v. Civ. 3 Serv. Comm’n of City & Cnty. of San Francisco, 688 F.2d 615, 625 (9th Cir. 1982). An 4 agreement reached in good faith after well-informed, arms-length negotiation is “entitled 5 to a presumption of fairness.” In re Am. Apparel, Inc. S’holder Litig., 2014 WL 6 10212865, at *8 (C.D. Cal. July 28, 2014); see also Rodriguez v. W. Publ’g Corp., 563 7 F.3d 948, 965 (9th Cir. 2009) (“We put a good deal of stock in the product of an arms- 8 length, non-collusive, negotiated resolution.”) 9 The Court finds the Parties’ settlement negotiation process to be fair. Parties were 10 represented by counsel who understood the strengths and weaknesses of the claims and 11 defenses in the Derivative Matters. Mot. at 15. Shareholders’ Counsel conducted 12 research and investigated the merits of Plaintiffs’ claims by reviewing ImmunityBio’s 13 press releases and SEC filings, analyzing the Company’s corporate governance 14 guidelines, and reviewing over 600 pages of confidential, board-level Company 15 documents that ImmunityBio produced in response to Davies’s and Pallas’s Section 220 16 demands. ECF Mot. at 15–16. 17 The Court also finds the Parties’ negotiations to be non-collusive. Plaintiffs’ and 18 Defendants’ counsel exchanged settlement offers over the course of several months. ECF 19 No. 33-1 at 5. In December 2024, Shareholders’ Counsel sent Defendants’ Counsel a 20 settlement demand with proposed corporate governance reforms, and in February 2025, 21 Defendants’ Counsel responded with a counteroffer of proposed reforms. Id. Parties’ 22 Counsel continued exchanging proposals, and in March 2025, the Parties agreed to the 23 settlement’s material terms. Id. Moreover, the Parties did not discuss or negotiate 24 Shareholders’ Counsel’s fees until after they agreed to the settlement’s material terms. 25 Id. at 6. This favors a finding of no collusion. See Moore v. Verb Tech. Co., Inc., 2021 26 WL 11732976, at *5 (C.D. Cal. Mar. 1, 2021( finding “no signs of collusion” because 27 “[t]he parties did not begin to negotiate the attorneys’ fees and expenses to be paid to 28 Plaintiff's Counsel until after they reached an agreement on the [corporate governance 1 reforms].” In fact, the Parties here have not yet agreed on the point of attorneys’ fees. 2 ECF No. 33-1 at 6. This remaining disagreement further supports a finding that the 3 Parties have not colluded in preparing their settlement. 4 iii. Risks and Costs of Further Litigation 5 The Parties assert that the settlement eliminates the risks and costs of ongoing 6 litigation and allows ImmunityBio to return its full attention to its business and restoring 7 its reputation among investors. ECF No. 34-1 at 27. 8 “To determine whether the proposed settlement is fair, reasonable, and adequate, 9 the Court must balance the continuing risks of litigation (including the strengths and 10 weaknesses of the Plaintiffs’ case), with the benefits afforded . . . and the immediacy and 11 certainty of a substantial recovery.” Velazquez v. Int’l Marine & Indus. Applicators, 12 LLC, 2018 WL 828199, at *4 (S.D. Cal. Feb. 9, 2018). Further, “[c]ourts agree that 13 derivative actions are particularly complex and ‘rarely successful.’” de Rommerswael v. 14 Auerbach, 2019 WL 7753447, at *4 (C.D. Cal. Jan. 7, 2019) (quoting In re Pac. Enters. 15 Sec. Litig., 47 F.3d 373, 378 (9th Cir. 1995)). “The doctrine of demand futility, the 16 business judgment rule, and the generally uncertain prospect of establishing a breach of 17 fiduciary duties combine to make shareholder derivative suits an infamously uphill battle 18 for plaintiffs.” In re Fab Universal Corp. S’holder Derivative Litig., 148 F. Supp. 3d 19 277, 281–82 (S.D.N.Y. 2015). 20 Regardless of their merit, Plaintiffs’ claims would be difficult and costly to sustain 21 if this litigation were to proceed. “Plaintiffs face risks that the Derivative Matters might 22 not have withstood challenges at the pleading stage, especially given Rule 23.1’s 23 heightened standards for pleading demand futility.” Mot. at 18. And according to 24 Plaintiffs, “the claims against all the Individual Defendants rest on circumstantial 25 evidence.” Id. at 19. Further, the Parties admit that discovery “would be exceedingly 26 costly, complex, and time-consuming” given the large number of documents, depositions, 27 and expert reports they would rely on. Id. at 19–20; see also Arnaud van der Gracht de 28 Rommerswael on Behalf of Puma Biotechnology, Inc. v. Auerbach, 2019 WL 7753447, at 1 *4 (C.D. Cal. Jan. 7, 2019) (approving derivative action settlement in part by noting the 2 potential cost of discovery where biotech drug company was sued over allegedly false 3 and misleading statements about drug product’s safety and efficacy). These high risks 4 and costs contrast with the settlement’s certainty and immediacy. In short, “[a] number 5 of risks are posed by continued litigation, while settlement assures broad corporate 6 reform.” In re Fab Universal Corp. S’holder Derivative Litig., 148 F. Supp. 3d at 282. 7 Given the settlement’s benefits to ImmunityBio, the Parties’ non-collusive 8 negotiation, and the uncertainty and potentially high cost of further litigation, the Court 9 finds the settlement to be sufficiently fair, reasonable, and adequate, and preliminarily 10 approves it at this stage. 11 B. Proposed Form and Method of Notice to Shareholders 12 The Parties assert that the proposed summary notice and notice of settlement to 13 ImmunityBio shareholders should be approved because it apprises current ImmunityBio 14 shareholders of the pendency and settlement of the Derivative Matters and gives them an 15 opportunity to object to the settlement. Mot. at 21. The Parties also argue that their 16 proposed manner of notice through publication has been broadly accepted, given the 17 investment community’s transition to an online disclosure system. Id. The Stipulation 18 notes that ImmunityBio will be solely responsible for paying all the costs of 19 disseminating the notices of the settlement, regardless of whether the Court finally 20 approves the settlement. ECF No. 33-1 at 14. 21 Notice of a proposed settlement must be given to shareholders in the manner that 22 the Court orders. Fed. R. Civ. P. 23.1(c). Notice to shareholders “must be ‘reasonably 23 calculated, under all the circumstances, to apprise interested parties of the pendency of 24 the action and afford them an opportunity to present their objections.’” Lloyd, 2016 WL 25 3951652, at *6 (quoting Mullane v. Cent. Hanover Bank & Tr. Co., 339 U.S. 306, 314 26 (1950)). In determining whether the proposed notice method is adequate, “the Court 27 considers whether such notice would be sufficient to reach the majority of interested 28 stockholders.” Bushansky v. Armacost, 2014 WL 2905143, at *6 (N.D. Cal. June 25, 1 2014) (citing Wright & Miller, Federal Practice & Procedure § 1839). 2 Further, “courts evaluate whether the notice is the best notice practicable under the 3 circumstances and comports with due process requirements.” In re Galena Biopharma, 4 Inc. Derivative Litig., 2016 WL 10843665, at *1 (D. Or. Jan. 28, 2016) (citation omitted). 5 What constitutes the best notice that is practicable under the circumstances is measured 6 by a standard of “reasonableness.” Low v. Trump Univ., LLC, 881 F.3d 1111, 1117 (9th 7 Cir. 2018). The best type of notice “depends upon the information available to the parties 8 about [the persons to be noticed].” Hilsley v. Ocean Spray Cranberries, Inc., 2019 WL 9 718807, at *1 (S.D. Cal. Feb. 5, 2019) (citation omitted). In the context of class actions, 10 recent amendments to Rule 23(c)(2) clarify that the “best notice” practicable under the 11 circumstances may include “electronic means, or other appropriate means,” depending on 12 the type of class and its composition. Fed. R. Civ. P. 23(c)(2), committee note (2018 13 amendment). 14 1. Form of notice 15 The Court finds that the form of the proposed notice is adequate. The proposed 16 notice describes the purpose of the notice, the history of the Parties’ negotiations and 17 present litigation, the terms of the proposed corporate governance reforms, up to how 18 much counsel would seek attorneys’ fees and expenses, shareholders’ service awards, and 19 the reasons for and benefits of the settlement. See generally ECF No. 33-1, Ex. D. It 20 also includes the date of the settlement hearing and describes ImmunityBio shareholders’ 21 right to attend this hearing and object to the settlement and the request for attorneys’ fees 22 and expenses and service awards, along with the process for making timely objections. 23 Id. Shareholders must object in writing and include in their written objection certain 24 identifying information. The shareholders must file any objection with the Court no later 25 than 14 calendar days prior to the settlement hearing. Id. at 64. The shareholders must 26 also send their objection by hand or first-class mail, with postage pre-paid, to 27 Shareholders’ counsel with a postmark date no later than 14 calendar days prior to the 28 settlement hearing. Id. 1 The proposed summary notice directs readers to the settlement agreement and 2 ImmunityBio’s website for a full list of the corporate governance reforms and history of 3 the present litigation. ECF No. 33-1, Ex. C. It states that the Parties agree that the 4 settlement benefits ImmunityBio and its shareholders and is fair, reasonable, and 5 adequate. Id. It also states Shareholders’ Counsel’s intent to request up to $2,500,000 in 6 attorneys’ fees and expenses and intent to request Service Awards for the Shareholders. 7 Id. The summary notice also states the process for shareholders to make timely 8 objections to the settlement and Shareholders’ Counsel’s request for attorneys’ fees and 9 expenses and service awards, as described above. Id. 10 At the preliminary approval hearing, the Parties clarified that they meant for the 11 shareholder objection deadline to be 28 days before the final approval hearing, not 14 12 days. Additionally, the Parties requested to set July 31, 2025 as the “Record Date” on the 13 notices, and the Court granted their request. See ECF No. 33-1, Ex. C at 48-49; Ex. D at 14 52. The Court also granted Defendant’s request to modify the notices to state that 15 shareholders’ counsel would be seeking up to $1.4 million in attorneys’ fees and 16 expenses, not $2.5 million. ECF No. 33-1, Ex. C at 49; Ex. D at 60. The Court also 17 independently notes that the courtroom location for the final approval hearing is 18 incorrectly listed on the notices. Id. Ex. C at 49 (listing Courtroom 2D); Ex. D at 63 19 (same). The courtroom for the hearing is in Courtroom 12A. The Court orders the 20 Parties to make all these modifications to the notices. 21 With these modifications, the Court finds that the full notice and summary notice 22 together adequately apprise ImmunityBio shareholders of the pending status of this 23 litigation, describe the Settlement’s terms and conditions, and explain the objection 24 process. 25 2. Method of notice 26 The Court now considers the proposed method of notice. Within ten business days 27 after preliminary approval of the settlement, ImmunityBio will post the notice and the 28 stipulation agreement (with its exhibits) on the Investor Relations page of its website and 1 maintain the documents there until after the settlement hearing. ECF No. 33-1 at 13. 2 ImmunityBio will also publish the summary notice in Investors Business Daily with a 3 link to its Investor Relations webpage where the notice and stipulation agreement will be 4 posted and available. Id. Additionally, ImmunityBio will file the notice and stipulation 5 agreement (with its exhibits) with the U.S. Securities and Exchange Commission (the 6 “SEC”) as exhibits to a Current Report on Form 8-K. Id. These three notice methods 7 will likely inform a majority of ImmunityBio shareholders. Further, courts have 8 approved similar settlement notice procedures in other derivative action cases. See In re 9 Hewlett-Packard Co. S’holder Derivative Litig., 716 F. App'x 603, 608 (9th Cir. 2017) 10 (approving notice procedure of posting notice on defendant company’s website, 11 Investor’s Business Daily, and major newspapers, and filing notice with the SEC as part 12 of an 8-K); In re Rambus Inc. Derivative Litig., 2009 WL 166689, at *2 (N.D. Cal. Jan. 13 20, 2009) (approving notice procedure of posting notice on defendant company’s website 14 and Business Wire, and filing notice with the SEC as part of an 8-K). 15 Under recent Rule 23(c) amendments, which permit more cost-efficient notice 16 including “electronic means, or other appropriate means,” the Court finds adequate the 17 following notice program: within ten (10) business days after entry of the Court’s 18 Preliminary Approval Order, ImmunityBio will post the full notice, ECF No. 33-1, Ex. 19 D, and the stipulation agreement (with its exhibits), id. at 1–24, on the Investor Relations 20 page of its website and maintain the documents there until after the settlement hearing. 21 Within ten (10) business days after entry of the Court’s Preliminary Approval Order, 22 ImmunityBio will also publish the summary notice, id., Ex. C, in Investors Business 23 Daily with a link to its Investor Relations webpage where the full notice and stipulation 24 agreement will be posted and available. Within ten (10) business days after entry of the 25 Court’s Preliminary Approval Order, ImmunityBio will also file the notice and 26 stipulation agreement (with its exhibits) with the U.S. Securities and Exchange 27 Commission (the “SEC”) as exhibits to a Current Report on Form 8-K. 28 C. Shareholders’ Counsel’s Fees and Service Awards 1 Shareholders’ Counsel may petition the Court for an award of attorneys’ fees and 2 litigation expenses (“Fee and Expense Award”) in an amount not to exceed $2,500,000. 3 Mot. at 22. Shareholders’ Counsel intends to petition the Court for a Fee and Expense 4 Award of $1,400,000. Id. at 22–23. In addition, Counsel will propose a $2,500 service 5 award for each of the Shareholders, to be paid from the Fee and Expense Award, in 6 recognition of the Shareholders’ participation and efforts in the initiation, prosecution, 7 and settlement of the Derivative Matters. Id. at 30. Counsel will file a Fee and Expense 8 Award motion in which they will argue for the reasonableness of their proposed Fee and 9 Expense Award and service awards for Shareholders. Id. 10 i. Shareholders’ Counsel’s Fees 11 Plaintiffs may be awarded attorneys’ fees in derivative suits if the resolution of the 12 claim confers a “substantial benefit” on the corporation. See Mills v. Elec. Auto-Lite Co., 13 396 U.S. 375, 393-95 (1970). “Courts have consistently approved attorneys’ fees and 14 expenses in shareholder actions where the plaintiffs’ efforts resulted in corporate 15 governance reforms but no monetary relief.” In re Taronis Techs., Inc. S'holder 16 Derivative Litig., 2021 WL 842137, at *3 (D. Ariz. Mar. 5, 2021) (citing In re Rambus 17 Inc. Derivative Litig., 2009 WL 166689, at *3 (N.D. Cal. Jan. 20, 2009)). 18 In determining the appropriate measure of attorney’s fees, the court must exercise 19 its discretion to achieve a “reasonable result.” In re Bluetooth Headset Prods. Liab. 20 Litig., 654 F.3d 935, 942 (9th Cir. 2011). The lodestar method of awarding attorneys’ 21 fees “is especially appropriate in class actions where the relief sought—and obtained—is 22 ... primarily injunctive.” Kim v. Allison, 8 F.4th 1170, 1181 (9th Cir. 2021) (citation 23 omitted); see also Osher v. SCA Realty I, Inc., 945 F. Supp. 298, 307 (D.D.C. 1996) 24 (“Courts generally regard the lodestar method, which uses the number of hours 25 reasonably expended, as the best approach in cases where the nature of the settlement 26 evades the precise evaluation needed for the percentage of recovery method.”) (citation 27 omitted). The lodestar amount is the product of the number of hours reasonably spent on 28 the litigation multiplied by a reasonable hourly rate. McCown v. City of Fontana, 565 1 F.3d 1097, 1102 (9th Cir. 2009). 2 After calculating the lodestar amount, “[t]he court may then enhance the lodestar 3 with a multiplier, if necessary, to arrive at a reasonable fee.” In re Washington Pub. 4 Power Supply Sys. Sec. Litig., 19 F.3d 1291, 1294 n.2 (9th Cir. 1994). But “courts have 5 found a multiplier to be double counting because the difficulty of the litigation is taken 6 into account in the billable hours and fee rates used to calculate the lodestar figure.” 7 Osher, 945 F. Supp. at 307 (citation omitted). “Other factors that have warranted the 8 application of a multiplier are: (1) the complexity and magnitude of counsel’s task; (2) 9 the quality of counsel’s representation; (3) the results achieved by counsel; and (4) public 10 policy considerations.” Id. at 308 (citing Maywalt v. Parker & Parsley Petroleum Co., 11 864 F. Supp. 1422, 1435 (S.D.N.Y. 1994), aff'd, 67 F.3d 1072 (2d Cir. 1995)). 12 Lead Counsel for Plaintiffs (“Lead Counsel”) gave the Court a declaration that 13 contains a chart listing the number of hours that Shareholders’ Counsel have expended on 14 the Derivative Matters as of approximately May 20, 2025. ECF No. 34-2 at 11–12. The 15 chart lists the number of hours expended by each of the six law firms serving as 16 Shareholders’ Counsel; the total number of hours is 873.96. Id at 12. The chart also lists 17 the calculated lodestar amount for each of the six law firms; the total calculated lodestar 18 amount is $683,986.57. Id. The chart does not provide Shareholders’ Counsel’s hourly 19 rates used to calculate the lodestar amount. Id. Lead Counsel’s declaration also contains 20 a separate chart listing Shareholders’ Counsel’s expenses; the total expenses of the six 21 law firms is $22,546.95. Id. 22 Here, the Court’s approval of Shareholders’ Counsel’s intended Fee and Expense 23 Award of $1,400,000 would result in a lodestar multiplier of approximately 2.04. Mot. at 24 23. This lodestar multiplier is calculated by dividing the intended Fee and Expense 25 Award by the total lodestar amount. 26 The Court considers whether a lodestar multiplier of 2.04 is reasonable. The Court 27 is persuaded by the fact that the complexity, magnitude, and difficulty of litigating the 28 Derivative Matters is already represented by the number of hours expended as used in the 1 base lodestar amount calculation. Enhancing the lodestar amount by an additional 2 multiplier as a way of recognizing said complexity, magnitude, and difficulty would be 3 possibly redundant, although could be justifiable as a reflection of the quality of 4 counsel’s representation. 5 Still, the Court does not need to decide the issue of shareholders’ counsel’s fees at 6 this preliminary approval stage. See In re Lyft, Inc. Derivative Litig., 2024 WL 4505474, 7 at *7 (“[T]he Court need not—and does not—decide the issue of attorneys' fees now. 8 Preliminary approval of the settlement is not an endorsement or pre-approval of any 9 future fee request, which will be considered at the final fairness hearing.”). The Court 10 will scrutinize the facts and arguments provided in Shareholders’ Counsel’s forthcoming 11 motion for the Fee and Expense Award, and orders counsel to provide its hourly rates in 12 said motion. For now, the Court finds that the proposed attorneys’ fees does not bar its 13 preliminary approval of the Settlement. 14 ii. Shareholders’ Service Awards 15 The court now considers the proposed service awards, also known as incentive 16 awards. “Incentive awards are payments to class representatives for their service to the 17 class in bringing the lawsuit.” Radcliffe v. Experian Info. Sols. Inc., 715 F.3d 1157, 1163 18 (9th Cir. 2013). These awards generally do not render a settlement inequitable. See 19 Staton v. Boeing Co., 327 F.3d 938, 977 (9th Cir. 2003). In the class action setting, 20 incentive awards are “fairly typical” and “are intended to compensate class 21 representatives for work done on behalf of the class, to make up for financial or 22 reputational risk undertaken in bringing the action.” Rodriguez v. W. Pub. Corp., 563 23 F.3d 948, 958-59 (9th Cir. 2009). 24 Here, each of the three Plaintiffs filed a separate derivative action which were then 25 consolidated in the present litigation. Mot.at 5–6. And Davies and Pallas each made 26 Section 220 demands on ImmunityBio. Id. at 5. As such, the Shareholders have 27 expended their energies to advance the present litigation and can be compensated for 28 their service with the proposed service awards. Further, the proposed amount of $2,500 1 appears reasonable because it falls within the range of service awards that courts have 2 granted in other derivative action settlements. 3 But, as with the issue of attorneys’ fees, the Court does not need to decide on the 4 issue of service awards at this preliminary approval stage. In re Lyft, Inc. Derivative 5 Litig., 2024 WL 4505474, at *6 (“[T]he Court will decide at the final approval stage 6 whether the requested awards are warranted”). The Court will rule on this issue after 7 reviewing the forthcoming motion, which should provide detailed information on the 8 Shareholders’ time, energy, and resources spent on this litigation and settlement process. 9 Nevertheless, because the incentive awards are not per se unreasonable, the Court 10 concludes that the current service award provision should not bar preliminary approval of 11 the Settlement. 12 D. Schedule of Events 13 At the preliminary approval hearing, the Court set the final settlement date to be 14 November 4, 2025. The deadline for shareholders to object is therefore October 7, 2025. 15 This would provide shareholders approximately 9 weeks to object (assuming they are 16 provided notice within 10 days after the preliminary approval hearing). This is more than 17 sufficient time to object. See In re Lyft, Inc. Derivative Litig., 2024 WL 4505474, at *7 18 (ordering shareholders to be given at least six weeks from the publication of the notice of 19 settlement to object); In re Hewlett-Packard Co. S’holder Derivative Litig., 716 F. App’x 20 at 609 (affirming lower court’s approval of a settlement that gave shareholders more than 21 three months between the publication of the notice and the objection deadline, though 22 noting that it has approved windows of time to object as short as 31 days). 23 Further, Shareholders’ Counsel must file their motion for attorneys’ fees and 24 expenses by September 5, 2025. Defendants must file any opposition to the motion for 25 attorneys’ fees and expenses by September 26, 2025. And Shareholders’ Counsel must 26 file any reply to Defendants’ opposition by October 21, 2025. 27 CONCLUSION 28 IT IS HEREBY ORDERED this 28 day of July 2025, as follows: 1 1. Except for terms defined herein, the Court adopts and incorporates the 2 definitions in the Stipulation for the purposes of this order. 3 2. The Court hereby preliminarily approves the Settlement, as embodied in the 4 Stipulation and the exhibits attached thereto, subject to further consideration at the 5 Settlement Hearing to be held as described below. 6 3. A hearing (the “Settlement Hearing”) shall be held on November 4, 2025, at 7 1:30 p.m., in Courtroom 12A at the United States District Court for the Southern District 8 of California to, among other things: (a) determine whether the proposed Settlement, on 9 the terms and conditions provided for in the Stipulation, is fair, reasonable, and adequate 10 and in the best interests of ImmunityBio and all Current ImmunityBio Shareholders; 11 (b) determine whether the Court should finally approve the Settlement and enter the 12 Judgment, substantially in the form attached as Exhibit E to the Stipulation, dismissing the 13 Action with prejudice against Defendants, and extinguishing and releasing the Released 14 Claims as against the Released Persons; (c) consider Shareholders’ Counsel’s application 15 for an award of attorneys’ fees and litigation expenses (the “Fee and Expense Award”); 16 and (d) consider any other matters that may properly be brought before the Court in 17 connection with the Settlement. 18 4. The Settlement Hearing may be adjourned by the Court from time to time 19 without further notice to Current ImmunityBio Shareholders other than by announcement 20 at the Settlement Hearing or other adjournment thereof, or a notation on the docket in the 21 Action. 22 5. The Court reserves the right to approve the Settlement at or after the 23 Settlement Hearing, with such modifications as may be consented to by the Parties, and 24 without further notice to the Current ImmunityBio Shareholders. The Court retains 25 jurisdiction over this Action to consider further applications arising out of or connected 26 with the proposed Settlement. 27 6. The Court approves, as to form and content, the Summary Notice attached as 28 Exhibit C to the Stipulation and the Notice of Proposed Settlement of Shareholder 1 Derivative Matters, Hearing Theron, and Right to Appear (the “Notice”) attached as 2 Exhibit D to the Stipulation as (i) the best notice practicable under the circumstances; (ii) 3 notice that is reasonably calculated, under the circumstances, to apprise Current 4 ImmunityBio Shareholders of the pendency of the Action, the effect of the proposed 5 Settlement (including the Releases to be provided thereunder), Shareholders’ Counsel’s 6 Fee and Expense Award in connection with the Settlement, Current ImmunityBio 7 Shareholders’ rights to object to any aspect of the Settlement, and to appear at the 8 Settlement Hearing; (iii) due, adequate, and sufficient notice to all persons and entities 9 entitled to receive notice of the proposed Settlement; and (iv) satisfies the requirements of 10 Rule 23.1 of the Federal Rules of Civil Procedure and due process, and all other applicable 11 law and rules. The date and time of the Settlement Hearing shall be included in the 12 Summary Notice and Notice when they are distributed. 13 7. No later than ten (10) business days after the entry of this Preliminary 14 Approval Order (the “Notice Date”), ImmunityBio shall: (i) post the Notice and the 15 Stipulation (and exhibits thereto) on the Investor Relations page of ImmunityBio’s website 16 and maintain the documents there until after the Settlement Hearing; (ii) publish the 17 Summary Notice in Investors Business Daily with a link to the Company’s Investor 18 Relations webpage where the Notice and Stipulation (and exhibits thereto) will be posted 19 and available; and (iii) file with the U.S. Securities and Exchange Commission (the “SEC”) 20 the Notice and Stipulation (and exhibits thereto) as exhibits to a Current Report on Form 8- 21 K. 22 8. ImmunityBio shall pay any and all costs and expenses related to providing 23 notice of the proposed Settlement (“Notice Costs”) regardless of whether the Court 24 declines to approve the Settlement or the Effective Date otherwise fails to occur. In no 25 event shall Plaintiffs, any other ImmunityBio shareholder, the Defendants, or any of their 26 attorneys (including Shareholders’ Counsel) be responsible for any Notice Costs. 27 28 1 9. No later than twenty-one (21) days before the Settlement Hearing, 2 Defendants’ Counsel shall serve on Plaintiffs’ counsel in the Derivative Actions and file 3 with the Court an appropriate declaration with respect to the notices. 4 10. As set forth in the Notice, any Current ImmunityBio Shareholder who 5 continues to own shares of ImmunityBio common stock through the date of the Settlement 6 Hearing and who objects to the proposed Settlement, the proposed Judgment to be entered in 7 connection with the Settlement, or Shareholders’ Counsel’s application for a Fee and 8 Expense Award, or who otherwise wishes to be heard (“Objector”), may appear in person 9 or by his, her, or its attorney at the Settlement Hearing and present any evidence or 10 argument that may be proper and relevant; provided, however, that no Objector shall be 11 heard or entitled to contest the approval of the terms and conditions of the Settlement, or, 12 if approved, the Judgment to be entered thereon, or Shareholders’ Counsel’s application 13 for a Fee and Expense Award, unless he, she, or it has, no later than twenty-eight (28) days 14 before the Settlement Hearing (unless the Court in its discretion shall thereafter otherwise 15 direct, upon application of such person and for good cause shown), filed written objections 16 with the Court and sent by hand or by first class mail, postage pre-paid to Shareholders’ 17 Counsel and the Clerk of Court at the following addresses: 18 19 Shareholders’ Counsel 20 Justin A. Kuehn 21 KUEHN LAW, PLLC 22 53 Hill Street, Suite 605 23 Southampton, NY 11968 24 Telephone: (833) 672-0814 25 justin@kuehn.law 26 27 Clerk of Court 28 United States District Court 1 Southern District of California 2 333 West Broadway, Suite 420 3 San Diego, CA 92101 4 11. Any objections must: (i) state whether the Objector intends to appear at the 5 Settlement Hearing; (ii) provide the Objector’s name, legal address, and telephone number; 6 (iii) provide proof of being a Current ImmunityBio Shareholder as of the Record Date and 7 representation that the Objector will continue to own ImmunityBio stock as of the date of 8 the Settlement Hearing; (iv) the dates the Objector acquired ImmunityBio shares and the 9 number of shares held; (v) a detailed statement of the Objector’s specific position with 10 respect to the matters to be hear at the Settlement Hearing, including a statement of each 11 objection being made; and (vi) provide the grounds for each objection or the reason for the 12 Objector’s desire to appear and to be heard. The Parties are authorized to request from any 13 Objector additional information or documentation sufficient to prove his, her, or its 14 holdings of ImmunityBio common stock. 15 12. Any Person who fails to object in the manner prescribed above shall be 16 deemed to have waived such objection (including the right to appeal), unless the Court in 17 its discretion allows such objection to be heard at the Settlement Hearing, and shall forever 18 be barred from raising such objection in this Action or any other action or proceeding or 19 otherwise contesting the Settlement, Shareholders’ Counsel’s application for a Fee and 20 Expense Award, or any other matter related to the Settlement, in the Action or any other 21 action or proceeding, and will otherwise be bound by the Judgment to be entered and the 22 releases to be given. 23 13. The Plaintiffs shall file and serve a motion for final approval of the Settlement 24 and any application for a Fee and Expense Award by September 5, 2025. If Defendants 25 respond to Plaintiffs’ final approval motion or the application for a Fee and Expense 26 Award, they shall do so by September 26, 2025. If Objectors seek to file objections to the 27 Settlement, they shall do so on or before twenty-eight (28) days before the Settlement 28 1 Hearing. Any reply papers in support of the motion for final approval, Fee and Expense 2 Award, or in response to any objections are to be filed with the Court no later than October 3 21, 2025. 4 14. If the Settlement is approved by the Court following the Settlement Hearing, 5 the Court shall enter the Judgment substantially in the form attached to the Stipulation as 6 Exhibit E. 7 15. In the event that the Settlement is terminated in its entirety pursuant to the 8 terms of Stipulation or the Effective Date otherwise fails to occur for any reason, the 9 Settlement and the Stipulation shall be canceled and terminated; this Order (except as 10 otherwise provided by the Stipulation) shall become null and void and be without prejudice 11 to the rights of the Parties and Current ImmunityBio Shareholders; and all proceedings in, 12 and parties to, the Action shall revert to their status in this Action before the Stipulation 13 was filed. 14 16. All discovery and other proceedings in this Action (except as may be 15 necessary to carry out the terms and conditions of the proposed Settlement) are hereby 16 stayed and suspended until further order of the Court. Except as provided in the 17 Stipulation, pending final determination of whether the Stipulation should be approved, all 18 parties to the Action are hereby enjoined against instituting, commencing, prosecuting, 19 continuing, or in any way participating in, whether directly, representatively, individually, 20 derivatively on behalf of ImmunityBio, or in any other capacity, any action or other 21 proceeding asserting any Released Claims against the Released Persons, and all Current 22 ImmunityBio Shareholders to the extent they are acting, or purporting to act, derivatively 23 on behalf of ImmunityBio, are hereby enjoined against instituting, commencing, 24 prosecuting, continuing, or in any way participating in any action or other proceeding 25 asserting any Released Claims against the Released Persons. 26 17. The Court may, for good cause shown, extend any of the deadlines set forth 27 in this Order without further notice to anyone other than the parties to the Action and any 28 Objectors. 1 IT IS SO ORDERED. 2 Dated: July 29, 2025 Casto 0h 3 Hon. Gonzalo P. Curiel 4 United States District Judge 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 27