An insight into our Life Sciences and Healthcare Sector 2020 allenovery.com 2 An insight into our Life Sciences and Healthcare Sector | 2020 © Allen & Overy LLP 2020 3 Contents Introducing Allen & Overy 04 Full service, international support for the life sciences and healthcare sector 05 M&A/corporate finance 06 Licensing and collaborations 09 Patent litigation 11 Regulatory 13 Dispute resolution/arbitration 14 Equity and debt financing 15 Restructuring 16 Key contacts 17 allenovery.com 4 An insight into our Life Sciences and Healthcare Sector | 2020 Introducing Allen & Overy GEOGRAPHIC SPLIT BY TOTAL NUMBER OF LAWYERS† 141 Central & Eastern Europe 1,016 UK 929 Western Europe 440 129 Asia Pacific 185 Middle East North, Central & South America 77 Africa GLOBAL PRESENCE NORTH AMERICA EUROPE AFRICA ASIA PACIFIC New York Amsterdam Istanbul Casablanca Bangkok Seoul Washington, D.C. Antwerp London Johannesburg Beijing Shanghai Barcelona Luxembourg Hanoi Singapore CENTRAL & Belfast Madrid MIDDLE EAST Ho Chi Minh City Sydney SOUTH AMERICA Bratislava Milan Abu Dhabi Hong Kong Tokyo São Paulo Brussels Moscow Dubai Jakarta* Yangon Bucharest* Munich Perth * Associated office Budapest Paris ** Cooperation office Düsseldorf Prague † All figures represent the Frankfurt Rome financial year 2016/17 Hamburg Warsaw Source: Regional active headcount October 2018 KEY STATISTICS 5,400 2,300 550 40+ Number of staff Number of lawyers Number of partners Offices around the world © Allen & Overy LLP 2020 5 Full service, international support for the life sciences and healthcare sector Our global Life Sciences and Healthcare sector comprises a multi-disciplinary team. We act for companies and their investors across the industry, including in the pharmaceuticals, biotech, animal health, consumer health, med tech, and diagnostics sectors. The sector operates on a cross-border basis and covers the full spectrum of legal support. We advise on mergers and acquisitions, commercial transactions (including licensing and collaborations), IP (both contentious and non-contentious), capital markets and finance, regulatory and dispute resolution. Our international network ensures that we have a ready resource of expertise in a number of jurisdictions, including those in emerging markets, and that we are well positioned to advise on cross-border work. “Offering a multidisciplinary service to clients in the life science sector, this magic circle firm combines regulatory, transactional and litigation advice, handling IPOs and M&A matters as well as IP.” Chambers Europe 2017 (Life Sciences: Belgium) allenovery.com 6 An insight into our Life Sciences and Healthcare Sector | 2020 M&A/corporate finance The combination of our leading M&A practice and our specialisation in the life sciences and healthcare sector differentiates us from other international firms in the M&A market. We have a reputation for getting to the heart of the most complex issues, focusing on strategy, structuring issues and minimising execution risk. Our team advises on the full range of M&A transactions from smaller, mid-tier transactions to cross-border, complex acquisitions. We have experience advising on all forms of acquisitions, including full business and asset sales, asset swaps and the acquisition of stakes in companies. Our expertise and local knowledge in the M&A market ensure that we deliver cost-effective, seamless, high-quality legal advice. Our strong teamwork and uniform approaches are vital to ensuring that cross-border deals are managed effectively. Efficient working practices and commercial pricing enable us to deliver ‘more for less’. KYOWA HAKKO KIRIN BTG RECKITT BENCKISER On its GBP292 million recommended On its GBP3.3bn takeover offer by On its acquisition of Oriental Medicine cash offer for ProStrakan Group. Bravo Bidco. Company Limited, a Hong Kong holding company for three operating companies in China (trading under the name “Golong NOVARTIS CRUCELL Pharmaceutical”), which produce and distribute over-the-counter health products On its USD52 billion acquisition of a majority On its EUR1.75bn public takeover by and traditional Chinese medicine products. stake in Alcon, a global leader in eye care. Johnson & Johnson. PROSIDION GLAXOSMITHKLINE CAMBRIDGE LABORATORIES A subsidiary of Astellas Pharma, on the sale On its acquisition of the 80.1% of the shares On its disposal of its entire portfolio of of its worldwide patent estate and associated in Cellzome, that it does not already own, tetrabenazine products to Biovail Corporation licences and royalty stream relating to the from various institutional and individual sellers. for a consideration of USD230m. use of dipeptidyl peptidase IV inhibitors The effective consideration is GBP61m. to Royalty Pharma for USD609m. WALGREENS OMEGA PHARMA ABRAAJ CAPITAL On its acquisition of a USD6.7bn 45% (CAYMAN) LIMITED On its EUR470m acquisition of the stake in Alliance Boots, the leading non-core OTC brands of GlaxoSmithKline international pharmacy-led health and On its acquisition of 50% of Turkish hospital in Germany, the UK, Poland and Italy. beauty group, with an option to acquire the operator Acibadem Health Services for remaining 55% stake in three years. approximately USD470m. Acibadem Health Services is Turkey’s largest health services MEDIQ company and is listed on the Istanbul CONSORT MEDICAL Stock Exchange. On its USD1bn public takeover by Advent International and subsequent delisting. On the sale of its U.S. business, King Systems Corporation, to Ambu A/S, BIOMET a Danish medical devices manufacturer. SSL INTERNATIONAL On the USD300m acquisition of Merck KGaA’s 50% stake in the Dutch orthopaedics On the GBP2.5bn recommended takeover and biomaterials joint venture BioMer C.V. offer by Reckitt Benckiser Group. between Biomet, Inc and Merck KGaA. © Allen & Overy LLP 2020 7 “They are excellent; it was “Outstanding” and a proper partnership.” “highly responsive” Client quoted in Chambers Global 2017 (Life Sciences) Client quoted in The Legal 500 2017 (Pharmaceuticals and Biotechnology) GRÜNENTHAL TAKEDA CIRCASSIA PHARMACEUTICA COMPANY PHARMACEUTICALS PLC On its acquisition of AstraZeneca’s European rights to prescription Nexium and the global On the acquisition of Paradigm Therapeutics, On its acquisition of Aerocrine AB and (excluding the U.S. and Japan) rights to including an assessment of its IP portfolio. Prosonix Limited, both funded through Vimovo for USD922m. a GBP275m placing and open offer. UCB GE HEALTHCARE BTG On the disposal of certain over-the-counter On its agreement to acquire PAA Laboratories, products to Pierre Fabre and the disposal On the USD200m acquisition of the a worldwide distributor of cell culture of its non-core product portfolio to Targeted Therapies division of Nordion products; on the sale of its patient statement various purchasers. (a Canadian-listed company which printing and mailing services business; on its manufactures and markets Therasphere, acquisition of VersaMed; on its USD100m a product used in the treatment of liver acquisition of the assets of Dynamic Imaging; SOCIÉTÉ RÉGIONALE cancer), and on the USD180m acquisition and on its acquisition of Wave Biotech’s of EKOS Corporation, (the U.S.-based bioreactor business. D’INVESTISSEMENT manufacturer and distributor of the EkoSonic DE WALLONIE Endovascular System, a differentiated interventional product for use in the GYRUS GROUP On the USD305m sale of its stake in treatment of severe blood clots). Uteron Pharma, a Belgian female healthcare On the USD500m acquisition of American company, to Watson Pharmaceuticals, Cystoscope Makers, Inc. from U.S. private a listed U.S. pharmaceutical company. MERCK KGAA equity firm Fox Paine & Company. On a number of corporate matters, ARSEUS including the acquisition of Biochrom; NIKKO PRINCIPAL the acquisition of Biotest and the acquisition INVESTMENTS On its acquisition of U.S.-based of the IP portfolio of the insolvent Konarka Freedom Pharmaceuticals. group by way of an auction process within a On the disposal of its 80% partnership interest U.S. insolvency procedure pursuant to Chapter 7 in UK Healthcare Limited Partnership. of the U.S. Bankruptcy Code . ADAMED PHARMA OTC DIRECT On the acquisition of shares in Pabianickie THE OWNERS OF Zakłady Farmaceutyczne Polfa, one of OMEGA PHARMA On the acquisition of the UK short-line the largest state-owned producers of pharmaceutical wholesale business of pharmaceuticals in Poland. This was one On the EUR3.6bn sale of Omega Pharma, the Cardinal Health group for of the most significant over-the-counter the Belgium-based manufacturer and approximately GBP43m. privatisation transactions. distributor of healthcare products (including over-the-counter drugs), to Perrigo, a U.S.-listed, Ireland-incorporated pharmaceutical company. allenovery.com 8 An insight into our Life Sciences and Healthcare Sector | 2020 PROGRESS MEDICAL REXAM JHI On its acquisition of 90% of the shares On the USD805m sale of its pharmaceutical The international arm of Johns Hopkins in OB Klinika, a surgical clinic in Prague, devices and prescription retail business. Medicine, on the acquisition of a stake and offering medical services in aesthetic, bariatric, a joint venture with Saudi Aramco to establish orthopaedic, and dental and jaw surgery. a new healthcare provider for Saudi Aramco. RUSSIA PARTNERS This is a significant deal as it represents the first time an American institution has SYNTAXIN On the acquisition of a 15% stake invested in healthcare in Saudi Arabia. in Invitro Holding. A leader