Healthcare and Life Sciences Group

MERGERS & ACQUISITIONS hrough decades of experience in many of the transactions that have defi ned Tthe 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 and litigation

expertise that are crucial 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

signifi cant 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.

Keith A. Pagnani Co-head of the Healthcare and Life Sciences Group

© Sullivan & Cromwell LLP 2013 | LG4690 Prior results do not guarantee a similar outcome. 1 Timeline of S&C’s Headline Transactions

Recently, S&C advised on several major healthcare M&A transactions. S&C client Bayer HealthCare Medco Health Solutions LLC (U.S.), a subsidiary Bayer S&C client Medco Health of Bayer AG (Germany), Valeant Pharmaceuticals S&C client Bayer AG Veritas Capital Pharmasset Solutions (U.S.) completes announces its proposed $1.2 S&C client Valeant (Germany) completes S&C client Veritas Capital S&C client Pharmasset its $34.3 billion acquisition billion acquisition of Schiff Pharmaceuticals (Canada) its acquisition of (U.S.) completes its $1.25 (U.S.) completes its $11 by Express Scripts (U.S.) Nutrition International (U.S.) completes its $2.6 billion Conceptus, Inc. (U.S.) for billion acquisition of the billion acquisition by acquisition of Medicis (U.S.) approximately $1.2 billion healthcare business of Gilead Sciences (U.S.) Thomson Reuters (U.S.)

January February March April May June July August September October November December January February March April May June July 2012 2013 ZOLL Medical* Johnson & Johnson** Perrigo Company S&C client Amgen (U.S.) ZOLL Medical Corporation Johnson & Johnson (U.S.) United Healthcare Group S&C client Perrigo completes its $1.16 billion (U.S.) completes its $2.21 completes its $21.3 billion S&C client UnitedHealth Company (U.S.) announces acquisition of Micromet billion acquisition by Asahi acquisition of Synthes Group (U.S.) completes its its proposed approximately (U.S.) Kasei Corporation (Japan) (Switzerland) $4.9 billion acquisition of Amil $8.6 billion acquisition Participações S.A. (Brazil) of Elan Pharmaceuticals (Ireland)

* S&C represented the fi nancial adviser to Zoll Medical Corporation ** S&C represented the fi nancial adviser to Johnson & Johnson

The Wall Street Journal recognized UnitedHealth Medco’s purchase by Express Scripts for roughly Group’s $4.9 billion acquisition of Amil as “...the $34 billion won Americas Corporate Deal of the Year among highest-profi le commitment so far by a U.S. healthcare mergermarket and the Financial Times’ Americas’ M&A fi rm to foreign operations...” The American Lawyer Awards. Partners James Morphy and Matthew Hurd led the named it the “Global M&A Deal of the Year: Brazil.” S&C team advising Medco. Partner Keith Pagnani led the S&C team advising UnitedHealth. MERGERMARKET AND THE FINANCIAL TIMES, JANUARY 2012 THE WALL STREET JOURNAL, OCTOBER 2012 AND THE AMERICAN LAWYER, JULY 2013 In its monthly “Big Deals” column, The American Lawyer included Pharmasset’s acquisition by Gilead Sciences for The Daily Journal named Alison Ressler to its list of $11 billion – Gilead’s largest acquisition ever. Partners “Top Women Lawyers of 2013,” recognizing her for her work Matthew Hurd and Krishna Veeraraghavan led the team on behalf of a number of high-profi le clients, including advising Pharmasset. advising Valeant Pharmaceuticals on several deals.

THE AMERICAN LAWYER, FEBRUARY 2012 THE DAILY JOURNAL, MAY 2013

2 3 Other Healthcare Highlights

n addition, S&C was involved in the following transactions, which showcase our UnitedHealthcare Iexperience working with a diverse set of participants in the healthcare and life sciences Counsel to UnitedHealthcare (U.S.), a UnitedHealth Group company, in its acquisition of industry. From representing pharmaceutical, biotechnology and life sciences companies, XLHealth Corp. (U.S.) to working directly with leading medical information system and technology specialists, as Valeant Pharmaceuticals well as healthcare services and providers, Sullivan & Cromwell’s industry experience is vast. Counsel to Valeant Pharmaceuticals (Canada) in: Sample Representations of Principals:  its $112.5 million acquisition of the business relating to the Visudyne product (U.S.) from QLT, Inc. (Canada) Amgen Counsel to Amgen (U.S.) in:  its acquisition of Eyetech, Inc. (U.S.) for an undisclosed amount

 its $415 million acquisition of deCODE () Sample Representations of Financial Advisers:  its $315 million acquisition of Kai Pharmaceuticals (U.S.) American Dental Partners CONMED Counsel to independent fi nancial adviser to the special committee of the board of directors Counsel to CONMED (U.S.) in: of American Dental Partners, Inc. (ADPI) (U.S.) in ADPI’s acquisition by funds affi liated with JLL Partners (U.S.) for approximately $400 million  its $22.5 million acquisition of Viking Systems (U.S.)  its $147 million transaction with Musculoskeletal Transplant Foundation (MTF) Auxilium Pharmaceuticals (U.S.) to obtain (i) exclusive, worldwide promotion rights with respect to MTF’s Counsel to fi nancial adviser to Auxilium Pharmaceuticals, Inc. (U.S.) in its $635 million human tissue grafts for use within the fi eld of sports medicine, and (ii) an exclusive, acquisition of Actient Holdings LLC (U.S.) worldwide license to MTF’s platelet-rich plasma technology and products BioMimetic Therapeutics Ipsen Pharma Counsel to fi nancial adviser to BioMimetic Therapeutics (U.S.), in its $140 million Counsel to Ipsen Pharma (France) in its global license, development and business combination with Wright Medical Group (U.S.) commercialization agreements for two investigational drugs in late-stage development for EKR Therapeutics hemophilia with its strategic partner, Inspiration Biopharmaceuticals, Inc. (U.S.) Counsel to fi nancial adviser to EKR Therapeutics (U.S.) in its $150 million acquisition by Lightyear Capital Cornerstone Therapeutics (U.S.) Counsel to Lightyear Capital (U.S.) in its acquisition of Paradigm Acquisition Corp. (U.S.) Medica HealthCare Plans from Sterling Partners (U.S.) for an undisclosed amount Counsel to fi nancial adviser to Medica HealthCare Plans (U.S.) in its acquisition by Optimer Pharmaceuticals United HealthCare Services (U.S.), a subsidiary of UnitedHealth Group (U.S.), for an Counsel to Optimer Pharmaceuticals (U.S.) in its proposed acquisition by Cubist undisclosed amount Pharmaceuticals (U.S.)

Paion For the second year in a row, the National Association Counsel to Paion (Germany) in the sale of its remaining rights in a Phase III compound of Corporate Directors (NACD) named Frank Aquila to called Desmotephlase to H. Lundbeck (Denmark) for $27 million its “Directorship 100” – a list of the 100 most infl uential people in corporate governance and inside the board- Stryker Counsel to Stryker Corporation (U.S.), who jointly announced with Trauson Holdings room. Mr. Aquila advises numerous clients in this Company Limited (China), a conditional voluntary cash offer to acquire all the shares and regard, including Optimer Pharmaceuticals and share options of Trauson for a maximum total consideration of approximately $764 million long-time client, Amgen.

NACD DIRECTORSHIP, NOVEMBER 2012

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

ullivan & Cromwell offers clients comprehensive legal expertise paired with a practical S&C has played a leading role in the consolidation of the healthcare industry, advising on Sunderstanding of commercial reality. Our pragmatic approach and multidisciplinary eight of the ten largest healthcare M&A deals to date. and integrated global practice allow us to provide our healthcare and life sciences clients with a full range of legal services. Clients benefi t not only from our understanding of the ACQUIRER TARGET DATE VALUE complexities of the industry but also from our market-leading experience and strength ($ millions) in M&A, capital markets, litigation, real estate, tax and intellectual property, where we Pfi zer (U.S.) Warner-Lambert (U.S.) 2000 88,771 partner with clients to help them shape and carry out their strategic goals. Glaxo Wellcome* (U.K.) SmithKline Beecham (U.K.) 2000 78,775

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

Pfi zer (U.S.) (U.S.) 2009 64,480

Pfi zer (U.S.) Pharmacia* (U.S.) 2003 60,704

Novartis (Switzerland) Alcon* (U.S.) 2011 50,425*** Ranked as a fi rst tier fi rm within Healthcare: life sciences, “Sullivan & Cromwell LLP brings Roche Holding** (Switzerland) Genentech (U.S.) 2009 46,695 strength from its capital markets and M&A work Merck (U.S.) Schering-Plough** (U.S.) 2009 45,704 to the life sciences sector, where it works prolifi cally Express Scripts (U.S.) Medco Health Solutions* (U.S.) 2012 34,306

for many mid-sized and large pharmaceutical, Investor Group (U.S.) HCA† (U.S.) 2006 32,147 biotech and diagnostics manufacturers.” Source: Thomson Reuters, December 5, 2012 US LEGAL 500, 2011 * Representing the company identifi ed ** Representing the fi nancial adviser to the company identifi ed *** Aggregate value of three-step acquisition ultimately consummated in 2011 † S&C represented HCA management and Frist family “One of the world’s fi nest corporate/M&A outfi ts, Sullivan & Cromwell’s healthy balance of midsized and high-end deals ensures that it continues to be a Industry Sector Experience market leader irrespective of the state of the economy.”  Pharmaceuticals  Medical Information Systems and CHAMBERS USA, 2010 (Branded and Generics) Technology

 Pharmaceutical Benefi ts Management  Healthcare Services and Providers

Winner of Acquisition International’s “U.S. Life  Biotechnology and Life Sciences/  Health Insurance (Government- Sciences Law Firm of the Year 2011” award. Biologics sponsored and Private)

ACQUISITION INTERNATIONAL LEGAL AWARDS,  Medical Devices and Diagnostics  Real Estate 2011

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 Keith A. Pagnani New York New York +1-212-558-3737 +1-212-558-4397 [email protected] [email protected]

Steven J. Elliott Alison S. Ressler New York Los Angeles +1-212-558-7446 +1-310-712-6630 [email protected] [email protected]

Robert J. Giuffra, Jr. George J. Sampas New York New York +1-212-558-3121 +1-212-558-4945 [email protected] [email protected]

Matthew G. Hurd Melissa Sawyer New York New York +1-212-558-3122 +1-212-558-4243 [email protected] [email protected]

Stephen M. Kotran Karen Patton Seymour New York New York +1-212-558-4963 +1-212-558-3196 [email protected] [email protected]

Eric Krautheimer Spencer F. Simon Los Angeles Palo Alto +1-310-712-6678 +1-650-461-5640 [email protected] [email protected]

James C. Morphy Krishna Veeraraghavan New York New York +1-212-558-3988 +1-212-558-7931 [email protected] [email protected]

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