Representative Healthcare and Life Sciences M&A Transactions • Medtronic plc. Representing Medtronic plc in its $458 million acquisition of Twelve, Inc., a developer of devices for the treatment of chronic cardiovascular diseases. • Shire plc. Representing Shire plc in its $30 billion acquisition of Baxalta Incorporated, a developer of products for the treatment of hematology and immunology worldwide. • Inc. Representing Pfizer Inc. in its $130 million acquisition of GlaxoSmithKline plc, a UK-based pharmaceuticals company. • Pfizer Inc. Representing Pfizer Inc. in its $17 billion acquisition of Inc., a provider of injectable drugs and infusion technologies. • Wright Medical Group. Representing Wright Medical Group in its $3.3 billion merger of equals with Tornier N.V., a Netherlands-based medical device company. • Synageva BioPharma. Represented Synageva BioPharma in its $8 billion sale to , Inc., a company, develops and commercializes life-transforming therapeutic products. • Pfizer Inc. Represented Pfizer Inc. in its investment in AM-Pharma B.V., an Amsterdam-based biopharmaceutical company. • Becton, Dickinson & Company. Represented Becton, Dickinson & Company in its acquisition of CRISI Medical Systems, Inc., a medical device company, focuses on the development of drug-delivery systems. • Cubist Pharmaceuticals. Represented Cubist Pharmaceuticals in its $9 billion sale to Merck & Co. Inc., a provider of health care solutions worldwide. • Symmetry Medical. Represented Symmetry Medical Inc. In the sale of OEM Solutions business to Tecomet, a Genstar Capital portfolio company, for $450 million. As part of the deal, Symmetry, a publicly held medical device solutions provider, will also spin off and transfer to its shareholders ownership in a new company, Specialty Surgical Instruments. • Paratek Pharmaceuticals. Represented Baupost Group LLC in its role as a stock holder in the $93 million proposed merger of Transcept Pharmaceuticals, Inc. and Parateck Pharmaceuticals, Inc., in which Transcept's name will be changed to Paratek. • Phillips-Medisize Corporation. Represented Kohlberg & Co. in its sale of Phillips-Medisize Corporation, a provider of design, development and contract manufacturing services to drug delivery, medical device and commercial markets. • AccessClosure. Represented AccessClosure, Inc., a medical device company involved in the cardiovascular and peripheral vascular markets, in its $320 million sale to Cardinal Health, Inc., a healthcare services company providing pharmaceutical and medical products and services.

1 34092330_1 www.ropesgray.com

Representative Healthcare and Life Sciences M&A Transactions

• Par Pharmaceutical. Represented Par Pharmaceutical Companies, Inc., a TPG Capital portfolio company engaged in the development, marketing and distribution of generic and branded drugs, in its $490 million add-on acquisition of JHP Pharmaceuticals LLC (now known as Par Sterile Products), an integrated specialty healthcare company providing injectable products to hospitals and clinicians. • . Represented Genzyme Corporation in its $700 million investment in Alnylam Pharmaceuticals, a biopharmaceutical company engaged in discovering, developing, and commercializing novel therapeutics based on RNA interference. • JLR Medical and Pinnacle Anesthesia. Represented US Anesthesia Partners, Inc., a Welsh, Carson, Anderson & Stowe portfolio company, in its add-on acquisitions of JLR Medical and Pinnacle Anesthesia. • Homecare Homebase. Represented Cressey & Company LP in the sale of Homecare Homebase, LLC, a healthcare software company, to The Hearst Corporation. • JHP Pharmaceuticals. Represented Par Pharmaceuticals, a TPG portfolio company, in its $490 million add-on acquisition of JHP Pharmaceuticals LLC, a specialty pharmaceutical and healthcare company. • Alverix, Inc. Represented Becton, Dickinson and Co. in its $40 million acquisition of Alverix Inc., a company engaged in the design and manufacture of instrument and connectivity platforms for diagnostic point-of-care testing applications. • Solana Surgical LLC. Represented Wright Medical Group in its $90 million acquisition of Solana Surgical LLC, a developer of orthopedic products. • Wright Medical Group Inc. Represented Wright Medical Group Inc., an orthopedic medical device company, in the $290 million sale of its OrthoRecon Business to Microport Medical B.V. • Ocera Therapeutics Inc. Represented Vivo Capital in its investment in Ocera Therapeutics Inc., a clinical stage biopharmaceutical company focused on the development and commercialization of therapeutics for patients with acute and chronic liver disease. • Northstar Anesthesia. Represented TPG Growth in its acquisition of Northstar Anesthesia PA, an anesthesia management company. • Optimer Pharmaceuticals. Represented Cubist Pharmaceuticals, Inc. in its merger agreement to acquire Optimer Pharmaceuticals, Inc. for approximately $770 million, and its simultaneous agreement to acquire Trius Therapeutics, Inc. for $818 million.

2 34092330_1 www.ropesgray.com

Representative Healthcare and Life Sciences M&A Transactions

• Medicago Inc. Represented Mitsubishi Tanabe Pharma Corp. in its $232 million investment in Medicago, Inc., a clinical-stage biotechnology company that develops novel vaccines and therapeutic proteins to treat various infectious diseases worldwide. • Aragon Pharmaceuticals, Inc. Represented Johnson & Johnson in its $1 billion acquisition of Aragon Pharmaceuticals, Inc., a small-molecule drug discovery company, focused on developing medicines for the treatment of hormonally-driven cancers, such as prostate and breast cancer. • Nypro Inc. Represented Nypro Inc., a manufacturer of precision plastic products including diagnostics, drug delivery, and medical/surgical devices, in its $665 million acquisition by Jabil Circuit Inc. • West Penn Allegheny Health System. Representing West Penn Allegheny Health System, a company that operates regional hospitals, a nursing center, and hospice center in Pittsburgh, its suburbs, and the surrounding area, in its $1.4 billion sale to Highmark Inc. • ShangPharma Corporation. Represented TPG Capital in the take-private deal of ShangPharma Corporation, a leading pharmaceutical and biotechnology research and development outsourcing company. • Atossa Genetics. Represented Atossa Genetics, a healthcare company that focuses on the development and marketing of cellular and molecular diagnostic risk assessment products for breast cancer in the United States, in the $1 million PIPE investment by Aspire Capital. • Immucor. Represented Immucor, Inc. in its acquisition of the LIFECODES business from Hologic, Inc. Under the terms of the agreement, Immucor will purchase the outstanding shares of the LIFECODES business for $85 million in cash, plus an earn-out provision totaling $10 million in cash based on the achievement of certain financial targets. • Inspiration . Represented Inspiration Biopharmaceuticals the $700 million sale of its lead hemophilia program, OBI-1 (recombinant porcine factor VIII), to (Baxter), the global leader in hemophilia. • BioMimetic Therapeutics. Represented BioMimetic Therapeutics in its $377 million sale to Wright Medical Group, Inc. for $190 million plus contingent payments. • Cubist Pharmaceuticals. Represented Cubist Pharmaceuticals in an option to purchase agreement with Adynxx, Inc. under which Cubist has the exclusive right to acquire Adynxx following Adynxx’s Phase 2 trial for its lead product candidate, AYX1. Cubist will pay Adynxx to secure the option right. Cubist will fund the consideration with cash on hand. If Cubist exercises its right to acquire Adynxx, Cubist will make additional payments to the Adynxx stockholders. • Inspiration Biopharmaceuticals. Represented Inspiration Biopharmaceuticals in the $300 million sale of its commercialization rights of its hemophilia B product, IB1001, to Cangene Corporation. 3 34092330_1 www.ropesgray.com

Representative Healthcare and Life Sciences M&A Transactions

• Wright Medical Technology. Represented Wright Medical Technology, Inc., a US based manufacturer of orthopedic medical devices in connection with the $6.8 million acquisition of WG Healthcare UK Ltd. • US Anesthesia Partners. Represented US Anesthesia Partners, a Welsh, Carson, Anderson & Stowe portfolio company, in its add-on acquisition of Greater Houston Anesthesiology, a provider of anesthesia and perioperative services for medical facilities in Houston and surrounding communities. • Safety Syringes. Represented Becton Dickinson & Co. in its acquisition of Safety Syringes, Inc. a privately held California-based company that specializes in the development of anti-needlestick devices for prefilled syringes. • Healthcare Royalty Partners. Represented Healthcare Royalty Partners in its $30 million investment in Nuron Biotech Inc., a developer of specialty biologics and vaccines. • Fenwal. Represented TPG Capital in its sale of Fenwal Inc., a blood technology company that develops products for transfusion medicine and cell therapies worldwide. • NextWave Pharmaceuticals, Inc. Represented Pfizer Inc. in its $680 million acquisition of NextWave Pharmaceuticals, Inc., a specialty pharmaceutical company focused on the development and commercialization of products for the treatment of central nervous system (CNS) and attention deficit hyperactivity disorder (ADHD). • Discovery Labware. Represented Becton Dickinson & Co. on the $730 million sale of its Discovery Labware unit to Corning Inc. • Laurus Health Care. Represented Bain Capital Ventures in its acquisition of Laurus Healthcare, LP, a company that develops, acquires, and manages hospitals and single or multi-specialty surgery centers through physician partnerships in Texas. • Neomend. Represented Neomend in its sale to C.R. Bard for $140 million plus future contingent payments up to an additional $25 million. • Par Pharmaceutical Companies. Represented TPG Capital in its $1.9 billion acquisition of Par Pharmaceuticals Companies, Inc. • Sirigen Group. Represented Becton Dickinson & Co. in its acquisition of Sirigen Group Limited, a UK-based developer of unique polymer dyes that are used in flow cytometry. • Ardea Biosciences, Inc. Represented Tang Capital Management in its $1.3 billion sale of Ardea Biosciences, Inc., a biotechnology company focused on the discovery and development of small-molecule therapeutics for the treatment of gout and cancer in the United States. • URL Pharma. Represented URL Pharma in its $800 million sale to Takeda Pharmaceuticals.

4 34092330_1 www.ropesgray.com

Representative Healthcare and Life Sciences M&A Transactions

• Navilyst Medical. Represented Avista Capital in its proposed $372 million sale of Navilyst Medical Inc. to AngioDynamics Inc. • Maya Medical. Represented in its $230 million acquisition of California-based device maker Maya Medical. • Arrowhead Research Corporation. Represented Arrowhead Research Corporation in its purchase of Alvos Therapeutics. • Liberty Dialysis. Represented KRG Capital and Bain Capital Ventures in the sale of Liberty Dialysis Holdings Inc. to Fresenius Medical Care AG & Co. KGAA for $1.7 billion. • Enobia Pharma. Represented Alexion Pharmaceuticals Inc. in its $1.1 billion acquisition of Enobia Pharma Inc. • GetWellNetwork Inc. Represented Welsh, Carson, Anderson & Stowe in its acquisition of GetWellNetwork Inc., a provider of interactive patient care solutions for hospitals in the United States. • La Jolla Pharmaceutical Co. Represented La Jolla Pharmaceutical Company in its acquisition of Solana Therapeutics, Inc., a developer and manufacturer of the drug GCS-100. • BÂRRX Medical, Inc. Represented BÂRRX Medical, Inc. in its acquisition by Covidien for $325 million plus unspecified earn outs. • Adolor Corporation. Represented Cubist Pharmaceuticals, Inc. in its $415 million acquisition of Adolor Corporation. • Emdeon. Represented the Blackstone Group in its $3 billion acquisition of Emdeon Inc. • Concentric Medical. Represented Stryker Corp. in its $135 million acquisition of Concentric Medical, Inc. • Home Solutions. Represented KRG Capital in its acquisition of Home Solutions, a provider of in-home nutrition support, cardiac, pediatric care, and venous access services. • Mpex Pharmaceuticals. Represented Axcan Pharma, Inc. in its agreement to acquire all of the outstanding shares of Mpex Pharmaceuticals, Inc., and its lead product candidate, Aeroquin™. • Salient Surgical Technologies. Represented Salient Surgical Technologies, Inc. in its $525 million sale to Medtronic, Inc. • Immucor. Represented TPG Capital in its $1.9 billion acquisition of Immucor, Inc. • Medisize Oy. Represented Phillips Plastics Corporation in the negotiation of a definitive purchase and sale agreement to acquire Medisize Oy for approximately $142.3 million. • PharmaNet Development Group. Represented inVentiv Health Inc. in its acquisition of PharmaNet Development Group Inc. for an undisclosed sum. 5 34092330_1 www.ropesgray.com

Representative Healthcare and Life Sciences M&A Transactions

• Genzyme Corporation. Represented Genzyme Corporation in its sale to Sanofi-Aventis SA for $20.1 billion in cash plus contingent value rights. • Genzyme Corporation. Represented Genzyme Corporation in the sale of its pharmaceutical intermediates business to International Chemical Investors Group (ICIG). • Eurand N.V. Represented Axcan Pharma Holding B.V. in its acquisition of Eurand N.V. from public shareholders and affiliates of Warburg Pincus, for $579 million. • Genzyme Corporation. Represented Genzyme Corporation in the $265 million sale of its Diagnostic division to Sekisui Chemical Co. • Taligen Therapeutics. Represented Alexion Pharmaceuticals Inc. in its acquisition of Taligen Therapeutics, Inc. for an up-front payment of $111 million and additional payments upon the achievement of certain milestone events. • US Oncology. Represented US Oncology Inc. in its $2.1 billion sale to McKesson Corporation. • AGA Medical Corporation. Represented Welsh, Carson, Anderson & Stowe in its $1.3 billion sale of AGA Medical Corporation. • Ontex N.V. Represented TPG Capital in its €1.2 billion co-investment with Goldman Sachs in respect of the secondary buyout of Ontex N.V., from Candover Partners Limited. • United BioSource Corporation. Represented Berkshire Partners in its acquisition and subsequent $730 million sale of its portfolio company, United BioSource Corporation. • K2M. Represented Welsh, Carson, Anderson & Stowe in its acquisition of K2M, Inc. • inVentiv Health. Represented Thomas H. Lee Partners in its $1.1 billion acquisition of inVentiv Health, Inc. • Nanston. Represented Great Expressions, Inc. in its acquisition of Nanston, Inc. • Liberty Dialysis. Represented Liberty Dialysis, LLC and Bain Capital in the $550 million sale of Liberty Dialysis to KRG. • Carilion Labs. Represented Welsh, Carson, Anderson & Stowe in its add-on acquisition of Carilion Labs. • IMS Health. Represented TPG Capital and the Canadian Pension Plan (CPP) Investment Board in structuring and obtaining $3.775 billion of aggregate financing, including a $1.1 billion offering, for the $5.2 billion acquisition of IMS Health Inc. • Vitamin Research Products, Inc. Represented Castanea Partners in its acquisition of Vitamin Research Products, Inc. 6 34092330_1 www.ropesgray.com

Representative Healthcare and Life Sciences M&A Transactions

• Health Resources. Represented Castanea Partners in its acquisition of Health Resources, LLC. • Spectrum Laboratory Network. Represented Welsh, Carson, Anderson & Stowe in its $230 million acquisition of Spectrum Laboratory Network. • CRC Health Group. Represented Bain Capital in its $720 million acquisition of CRC Health Group Inc.

7 34092330_1 www.ropesgray.com