UNITED STATES OF AMERICA,                       Plaintiff,                   vs. DENTSPLY INTERNATIONAL, INC.,                      Defendant.

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Civil Action No. 99-005 (MMS)

STIPULATED DISCOVERY PLAN AND ORDER

Plaintiff United States of America and defendant Dentsply International, Inc., hereby stipulate to entry of the following discovery order:

1. No motions shall be filed with the Court unless a statement is filed with the Court detailing efforts made to achieve agreement on the matters set forth in the motion.

2. Each party shall deliver to the other party "Bates-stamped" copies of all documents produced to one party by any non-party in response to a Rule 45 subpoena, unless the producing non-party produces to all parties simultaneously. Each party bears the costs of their set of copies; however, photocopying costs charged to another party shall not exceed 15 cents per page. Each party shall deliver "Bates-stamped" copies totaling fewer than 1,000 pages within 5 business days after receiving the production, or within 10 business days for productions in excess of 1,000 pages.

3. The parties' disclosure of individuals pursuant to Rule 26(a)(1)(a) shall not constitute a waiver of work product.

4. Witness lists shall include individuals whom the parties expected to call live at the trial of this case, as required by Fed. R. Civ. P. 26(a)(3)(A). Each party shall be permitted to add witnesses not listed on its witness list, provided that the other party has a reasonable opportunity to obtain documents relating to each additional witness and depose each such witness prior to the close of discovery. The foregoing shall not limit the parties' right to designate testimony from depositions pursuant to Fed. R. Civ. P. 26(a)(3)(B).

5. All discovery, except for disclosure of expert reports and depositions of expert witnesses, shall be initiated so that it will be completed on or before November 15, 1999.

6. All case dispositive motions accompanied by an opening brief and affidavit and a brief and affidavit schedule shall be served and filed no later than the deadline established by the Court. Failure to file said motions by the deadline shall be considered a waiver of all such motions. An order calling for a pretrial conference will issue in the absence of the timely filing of any such motion.

Respectfully submitted,

February 17, 1999

FOR PLAINTIFF UNITED STATES OF AMERICA: Richard G. Andrews UNITED STATES ATTORNEY FOR THE DISTRICT OF DELAWARE By: ___________/S/______________ Judith M. Kinney Assistant United States Attorney U.S. Attorney's Office 1201 Market Street, Suite 1100 Wilmington, DE 19801 (302) 573-6277 Delaware Bar No. 3643 Mark J. Botti William E. Berlin Jean Lin Michael S. Spector Michael D. Farber Health Care Task Force Antitrust Division U.S. Department of Justice 325 7th Street, N.W., Suite 400 Washington, D.C. 20530 (202) 307-0827

FOR DEFENDANT DENTSPLY:     _______________________________ James P. Hughes, Jr.(No. 3102) YOUNG CONAWAY STARGATT & TAYLOR, LLP 11th Fl., Rodney Square North P.O. Box 391 Wilmington, DE 19899-0391 (302) 571-6692 Margaret M. Zwisler Richard A. Ripley Kelly A. Clement Eric J. McCarthy HOWREY & SIMON 1299 Pennsylvania Avenue, N.W. Washington, D.C. 20004 (202) 783-0800

SO ORDERED:

___________________________
United States District Judge

_________________, 1999
Wilmington, Delaware