Healthcare and Life Sciences Group

MERGERS & ACQUISITIONS hrough decades of experience in many of the transactions that have Tdefined the healthcare and life sciences industry, Sullivan & Cromwell offers clients comprehensive legal expertise paired with a practical understanding of commercial realities. With a multidisciplinary and integrated global practice, we provide our healthcare and life sciences clients with leading edge transactional advice, expertise on intellectual property intensive matters and deep litigation experience that is critical to the successful execution and consummation of deals and the resolution of disputes. As the following pages demonstrate, Sullivan & Cromwell’s Healthcare and Life Sciences

Group has had the privilege of working on a number of transactions that have transformed the healthcare industry.

We are grateful that our clients have trusted us with many of the industry’s most significant matters. We look forward to working with existing and new clients and bringing to bear our industry expertise and experience in what promises to be another exciting year in dealmaking as companies continue to position themselves strategically in an ever-evolving industry.

1 Timeline of S&C’s Headline Google Life Sciences S&C client Google Life Bayer Healthcare and Life Sciences Transactions Sciences (U.S.) announces Royal Philips S&C client its formation as the first of S&C client Royal Bayer (Germany) Baker Bros. Advisors the Alphabet companies, Philips (Netherlands) announces its S&C client Baker Bros. Advisors (U.S.) announces their funds role Bayer Verily Life Sciences (U.S.), completes its $66 billion as lead investor, along with several co-investors, in the $100 million S&C client Bayer created as a result of Google acquisition of acquisition of purchase of a newly authorized class of Series A-2 Convertible Sprout Pharmaceuticals (Germany) completes its Inc.’s (U.S.) corporate Wellcentive (U.S.) Monsanto (U.S.) Preferred Shares of BeiGene (China), collectively representing S&C client Sprout Pharmaceuticals $14.2 billion acquisition reorganization of the consumer care 23.55% of BeiGene’s total capital shares on a fully diluted basis (U.S.) completes its $1 billion acquisition Astellas Pharma business of Merck (U.S.) by Valeant Pharmaceuticals (Canada) Teva Pharmaceutical S&C advises Valeant Synageva Industries client Astellas UnitedHealth Group Pharmaceuticals BioPharma Corp. CVS Health Concordia Healthcare S&C client Teva Pharma (Japan) in Zoetis S&C client UnitedHealth S&C client Valeant S&C client Synageva S&C client CVS S&C client Concordia Dyax Pharmaceutical connection with S&C client LabCorp Group (U.S.) announces its Pharmaceuticals BioPharma (U.S.) Health (U.S.) Healthcare (Canada) S&C client Dyax Industries (Israel) ’s (U.S.) Pershing Square S&C client LabCorp pharmacy care business (Canada) completes completes its completes its completes its (U.S.) completes completes its $14 billion merger (U.S.) completes (U.S.) completes its OptumRx’s (U.S.) $12.8 billion its $15.8 billion $8.4 billion $12.7 billion $3.5 billion acquisition its $5.9 billion $40.5 billion agreement with its investment in $6.1 billion acquisition combination with Catamaran acquisition of Salix acquisition by Alexion acquisition of of Amdipharm Mercury acquisition by acquisition of Medivation (U.S.) Zoetis (U.S.) of (U.S.) Corporation (U.S.) Pharmaceuticals (U.S.) Pharmaceuticals (U.S.) Omnicare (U.S.) Limited (U.K.) Shire (Ireland) Generics (Ireland)

OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB MAR APRIL MAY JUNE JULY AUG SEPT 2014 2015 2016

Philips Endo International Concordia Healthcare Teva Pharmaceutical New WuXi Life Science Cyberonics Stryker Stemcentrx Impax Laboratories S&C client Philips S&C client Endo S&C client Concordia Industries S&C client Ally Bridge Group Capital S&C client Cyberonics (U.S.) S&C client Stryker S&C client S&C client Impax (Netherlands) announces International Healthcare (Canada) S&C client Teva Partners (Hong Kong), as leader completes its $1.5 billion (U.S.) completes Stemcentrx Laboratories (U.S.) its $1 billion acquisition of (Ireland) completes completes its $1.2 billion Pharmaceutical Industries of the consortium, announces its merger with Sorin (Italy) to its $2.8 billion (U.S.) completes completes its Volcano Corporation (U.S.) its $2.6 billion acquisition of Covis (Israel) announces in its investment and the consortium’s create LivaNova (U.K.) acquisition of Sage its $9.8 billion $586 million acquisition acquisition of Auxilium Pharma (Switzerland) $50.5 billion proposed beneficial ownership of New WuXi Products (U.S.) acquisition by of generic products from Pharmaceuticals (U.S.) and Covis Injectables acquisition of (U.K.) Life Science resulting from the from Madison AbbVie (U.S.) Teva Pharmaceutical (Switzerland) (later terminated) merger between WuXi PharmaTech Dearborn Partners Industries (Israel) and (Cayman) and New WuXi Life (U.S.) affiliates of Allergan Science Limited (China) and (Ireland) its wholly owned subsidiary WuXi Merger Limited (China)

Winner, Dealmaker of the Week: Sullivan & Cromwell’s Winners, “Dealmakers of the Week”, Sullivan & Cromwell’s Matt Hurd Krishna Veeraraghavan: LabCorp acquisition of Covance and Krishna Veeraraghavan: Synageva BioPharma acquisition by

THE AMERICAN LAWYER, NOVEMBER 2014 THE AMERICAN LAWYER, MAY 2015 Winner, Dealmaker of the Week: Sullivan & Cromwell’s Alison Ressler: Valeant acquisition of Salix The Daily Journal named Alison Ressler to its list of “Top 100 Women in

THE AMERICAN LAWYER, FEBRUARY 2015 Law” feature, recognizing her for her work advising Valeant Pharmaceuticals International Inc. in its attempted bid to acquire Allergan Inc. for $56 billion, a unique, high-profile transaction that ultimately did not close. Alison also Winner, Dealmaker of the Year: Sullivan & Cromwell’s Matthew Hurd: advised Valeant in its acquisition of Ltd for $15.8 Bayer acquisition of the consumer care business of Merck billion, one of many recent big deals in the pharmaceutical industry. THE AMERICAN LAWYER, MARCH 2015 THE DAILY JOURNAL, MAY 2015

Winners, “Dealmakers of the Week”, Sullivan & Cromwell’s Keith Pagnani and Melissa Sawyer: UnitedHealth subsidiary OptumRx’s combination Winner, Dealmaker of the Week: Sullivan & Cromwell’s Joe Frumkin: with Catamaran Corporation Teva acquisition of Allergan Generics THE AMERICAN LAWYER, JULY 2015 THE AMERICAN LAWYER, APRIL 2015

2 3 Other Healthcare Highlights

n addition, S&C was involved in the following transactions, which showcase Company (U.S.) in its $8.6 billion acquisition of Elan Pharmaceuticals (Ireland) Iour experience working with a diverse set of participants in the healthcare and Stryker (U.S.) in its $764 million cash offer to acquire all the shares and share options of Trauson Holdings Company (China) life sciences industry. From representing pharmaceutical, biotechnology and life Pharmasset (U.S.) in its $11 billion acquisition by (U.S.) sciences companies, to working directly with leading medical information system Philips (Netherlands) in its: and technology specialists, as well as healthcare services and providers, Sullivan & „„ acquisition of certain key assets of medSage Technologies (U.S.) Cromwell’s industry experience is vast. „„ $5.1 billion acquisition of Respironics, Inc. (U.S.) UnitedHealth Group (U.S.) in its: SAMPLE REPRESENTATIONS OF PRINCIPALS: „„ $4.9 billion acquisition of Amil articipações (Brazil) AbbVie Inc. (U.S.) in its $55 billion withdrawn acquisition of Shire (Ireland). „„ acquisition of XLHealth (U.S.) (Switzerland) and Alcon’s Independent Directors in connection with the sale of Nestlé’s Alcon Valeant Pharmaceuticals (Canada) in its: stake to Novartis (Switzerland) and Novartis’ acquisition of the remaining publicly held minority „„ divesture of all North American commercialization rights to RUCONEST®, including all interest in Alcon for $52.9 billion rights in the US, Mexico and Canada, to Pharming Group (Netherlands) for an aggregate AMAG Pharmaceuticals (U.S.) in the proxy fight between AMAG and MSMB Capital (U.S.) consideration of up to $125 million (U.S.) in its: „„ $55 billion unsolicited offer to acquire Allergan (U.S.) (later terminated) „„ $1.4 billion sale of aesthetic products to Galderma (Switzerland) „„ $10.5 billion acquisition of Onyx Pharmaceuticals (U.S.) „„ $475 million acquisition of PreCision Dermatology (U.S.) „„ $1.16 billion acquisition of Micromet (U.S.) „„ $2.6 billion acquisition of Medicis (U.S.) „„ $415 million acquisition of deCODE Genetics (Iceland) „„ $112.5 million acquisition of the business relating to the Visudyne product (U.S.) from „„ $315 million acquisition of Kai Pharmaceuticals (U.S.) QLT (Canada) Bayer (Germany) in its $2.9 billion acquisition of Algeta (Norway) „„ acquisition of Eyetech (U.S.) CONMED (U.S.) in its: Veritas Capital (U.S.) in its $1.25 billion acquisition of the healthcare business of Thomson Reuters (U.S.) „„ $265 million acquisition of SurgiQuest (U.S.) „„ settlement with Voce Capital Management (U.S.) SAMPLE REPRESENTATIONS OF FINANCIAL ADVISERS: „„ $22.5 million acquisition of Viking Systems (U.S.) AmerisourceBergen – Counsel to financial adviser to AmerisourceBergen (U.S.) in its $2.5 billion „„ $147 million transaction with Musculoskeletal Transplant Foundation (MTF) (U.S.) to obtain acquisition of MWI Veterinary Supply (U.S.) (i) exclusive, worldwide promotion rights with respect to MTF’s human tissue grafts for use Auxilium Pharmaceuticals – Counsel to financial adviser to Auxilium Pharmaceuticals (U.S.) in within the field of sports medicine, and (ii) an exclusive, worldwide license to MTF’s platelet- its $635 million acquisition of Actient Holdings (U.S.) rich plasma technology and products BioMimetic Therapeutics – Counsel to financial adviser to BioMimetic Therapeutics (U.S.) in its Cypress Bioscience (U.S.) in the proxy fight between Cypress and Ramius (U.S.) and Royalty Pharma (U.S.) $140 million business combination with Wright Medical Group (U.S.) CVS Caremark (U.S.) in its: – Counsel to financial adviser to Covidien (U.S.) in its $42.9 billion acquisition by „„ 50/50 joint venture with Cardinal Health (U.S.) Medtronic (U.S.) „„ $2.1 billion acquisition of Coram (U.S.) HealthSouth Corporation – Counsel to financial adviser to HealthSouth Corporation (U.S.) in its Idenix Pharmaceuticals, Inc. (U.S.) in its $3.85 billion acquisition by Merck (U.S.) $730 million acquisition of the operations of Reliant Hospital Partners (U.S.) and affiliated entities Impax Laboratories (U.S.) in its: Hill-Rom Holdings – Counsel to financial adviser to Hill-Rom Holdings (U.S.) $2.1 billion acquisition of Welch Allyn (U.S.) „„ $700 million acquisition of Tower Holdings (U.S.) including operating subsidiaries CorePharma (U.S.), Amedra Pharmaceuticals (U.S.), and Lineage Therapeutics (U.S.) Hyperion Therapeutics – Counsel to financial adviser to Hyperion Therapeutics (U.S.) in its $1.1 billion acquisition by Horizon Pharma (Ireland) „„ acquisition of two pharmaceutical products from (Ireland) Ipsen Pharma (France) in its global license, development and commercialization agreements for two Patterson Companies – Counsel to financial adviser to Patterson Companies (U.S.) in its $1.1 billion investigational drugs in late-stage development for hemophilia with its strategic partner, Inspiration acquisition of Animal Health International (U.S.) Biopharmaceuticals (U.S.) STERIS Corporation – Counsel to financial adviser to STERIS Corporation (U.S.) in its $1.9 billion acquisition of Synergy Health (U.K.) Medco Health Solutions (U.S.) in its $34.3 billion acquisition by Express Scripts (U.S.) St. Jude Medical – Counsel to financial advisor to St. Jude Medical (U.S.) in its $3.4 billion Optimer Pharmaceuticals (U.S.) in its acquisition by (U.S.) acquisition of Thoratec (U.S.) Paion (Germany) in the sale of its remaining rights in a Phase III compound called Desmotephlase Tornier – Counsel to financial adviser to Tornier (Netherlands) in its $3.3 billion merger agreement to H. Lundbeck (Denmark) for $27 million with Wright Medical Group (U.S.)

4 5 Healthcare and Life Sciences Practice S&C’s Longstanding History as a Leader in Healthcare M&A

ullivan & Cromwell offers clients comprehensive legal expertise paired with a &C has played a leading role in the consolidation of the healthcare sector, Spractical understanding of commercial reality. Our pragmatic approach and Sadvising on seven of the 10 largest healthcare M&A deals to date. multidisciplinary and integrated global practice allow us to provide our healthcare and life sciences clients with a full range of legal services. Clients benefit not only VALUE ACQUIRER TARGET DATE from our understanding of the complexities of the industry but also from our ($ millions) market-leading experience and strength in M&A, capital markets, litigation, real Glaxo Wellcome* (U.K.) SmithKline Beecham (U.K.) 2000 78,775 estate, tax and intellectual property, where we partner with clients to help them Actavis (U.S.) Allergan (Ireland) 2014 66,404 shape and carry out their strategic goals. Bayer* (Germany) Monsanto (U.S.) 2016 65,843

Sanofi-Synthelabo (France) Aventis* (France) 2004 65,657

Winner, Life Sciences MVP: Sullivan & Cromwell’s Matt Hurd Pfizer (U.S.) (U.S.) 2009 64,480 LAW360, NOVEMBER 2015 Pfizer (U.S.) Pharmacia* (U.S.) 2002 60,704

Novartis (Switzerland) Alcon* (Switzerland) 2011 50,955*** Winner, Life Sciences MVP: Sullivan & Cromwell’s Krishna Veeraraghavan LAW360, NOVEMBER 2015 Anthem (U.S.) Cigna (U.S.) 2015 49,383

Medtronic (U.S) Covidien** (U.S) 2014 47,922

Winner, Life Sciences Group of The Year: Sullivan & Cromwell Roche Holding AG* * Inc. 2008 46,695 LAW360, 2015 Source: Thomson Reuters, October 25, 2016 *Representing the company identified **Representing the financial adviser to the company identified Winner, Life Sciences MVP: Sullivan & Cromwell’s Matt Hurd *** Aggregate value of three-step transaction ultimately consummated in 2011 LAW360, DECEMBER 2014

“In the life sciences and pharmaceuticals space, Keith Pagnani and INDUSTRY SECTOR EXPERIENCE Matthew Hurd are making a significant impression.” „„ „„ LEGAL 500 US, 2014 Pharmaceuticals and Life Sciences Health Insurers

„„ Medtech „„ Healthcare Services

Winner, Life Sciences MVP: Sullivan & Cromwell’s Frank Aquila LAW360, DECEMBER 2013

6 7 Practice Contacts

Francis J. Aquila Nader A. Mousavi New York Palo Alto +1-212-558-4048 +1-650-461-5660 [email protected] [email protected]

Garrard Beeney Rita-Anne O’Neill New York Los Angeles +1-212-558-3737 +1 310 712 6698 [email protected] [email protected]

Steven J. Elliott Keith A. Pagnani New York Co-Head Healthcare & Life Sciences +1-212-558-7446 New York [email protected] +1-212-558-4397 [email protected] Matthew M. Friestedt New York Alison S. Ressler +1-212-558-3370 Los Angeles [email protected] +1-310-712-6630 [email protected] Robert J. Giuffra, Jr. New York George J. Sampas +1-212-558-3121 New York [email protected] +1-212-558-4945 [email protected] John L. Hardiman New York Melissa Sawyer +1-212-558-4070 New York [email protected] +1-212-558-4243 [email protected] Matthew G. Hurd Co-Head Healthcare & Life Sciences Karen Patton Seymour New York New York +1-212-558-3122 +1-212-558-3196 [email protected] [email protected]

Stephen M. Kotran Spencer F. Simon New York Palo Alto +1-212-558-4963 +1-650-461-5640 [email protected] [email protected]

Eric Krautheimer Krishna Veeraraghavan Los Angeles New York +1-310-712-6678 +1-212-558-7931 [email protected] [email protected]

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