HEALTHCARE & LIFE SCIENCES GROUP 2 1 Healthcare and life sciences clients have long turned to S&C for help succeeding in today’s rapidly changing business environment. Large and mid-size, public and private, throughout their lifecycles, these companies rely on our multi-disciplinary, global team to address their most complex legal and business challenges and reach their strategic goals. Sector expertise: We offer unrivaled OUR CLIENTS GET… knowledge of the healthcare and life sciences industries, our clients’ businesses and the sector-specific competitive pressures bearing down on them. Sullivan & Cromwell’s Healthcare and Life Sciences Group has negotiated complex transactions and resolved high-stakes disputes for almost three decades. Today, it possesses an unparalleled grasp of these sectors and a practical understanding of the commercial realities underlying them. We position our clients to succeed through it all. The Firm represents international clients in the following healthcare sectors: Pharmaceuticals and Life Sciences Medtech Health Insurers Healthcare Services 2 Legal expertise: Clients come to us An integrated, global team: for the high-quality counsel and hands-on We’re a core group of dedicated healthcare representation we offer across multiple advisers across our 13 offices on four legal specialties, to successfully execute continents with a strong track record of their most important deals and resolve the sector’s most significant transactions critical disputes. We can execute any type and litigation matters, supported by all of transaction in any economic climate or the resources of an integrated, global firm. geographic region. Our experience in this We’re grateful to our clients for trusting sector includes: us with their future, and we’ll continue to help them position themselves for growth M&A and success in this exciting and ever- Corporate finance changing industry. Intellectual property Executive compensation Tax Real estate Restructuring Litigation, criminal defense and investigations 3 Headline Healthcare and Life Sciences Transactions 2015 UnitedHealth pharmacy care business OptumRx’s $12.8 billion combination with Cyberonics $1.5 billion merger with Sorin Catamaran to create LivaNova AbbVie $55 billion proposed acquisition of Synageva $8.4 billion acquisition Shire, later terminated by Alexion Teva $40.5 billion acquisition of Bausch Health (formerly Valeant) $15.8 Allergan Generics billion acquisition of Salix Concordia Healthcare $3.5 billion CVS $12.7 billion acquisition of Omnicare acquisition of Amdipharm Mercury Dyax $5.9 billion acquisition by Shire Sprout Pharmaceuticals $1 billion acquisition by Bausch Health (formerly Valeant) CONMED $265 million acquisition of SurgiQuest and $700 million secured credit Ferrosan in defending facilities to finance the acquisition patent infringement claims brought by Baxter Healthcare before the U.S. International Trade Commission 2016 Bayer $66 billion acquisition of Monsanto Stryker $2.8 billion acquisition of and related $9 billion divestitures; $57 billion Sage Products from Madison Dearborn syndicated bridge loan in connection with the acquisition, counsel to the borrower— the largest bridge loan in 2016; and in regulatory inquiries and congressional Impax Laboratories $586 million testimony related to the merger acquisition of generic products from Teva and affiliates of Allergan and $600 million of debt financing for its acquisition Stemcentrx $9.8 billion acquisition by AbbVie Stryker in persuading the Supreme Court to set aside the Federal Circuit’s standard for enhanced damages in patent Philips acquisition of Wellcentive infringement cases Aetna $13 billion SEC-registered offering of notes, counsel to underwriters 4 Headline Healthcare and Life Sciences Transactions 2017 Praxair $80 billion merger of equals Verily Life Sciences, an Alphabet company, with Linde and in regulatory inquiries related partnership with Temasek to the merger Syneos Health $7.4 billion merger of Ares Management managed funds’ equals with inVentiv Health and in $1.45 billion strategic partnership with financing matters DuPage Medical Group Philips acquisitions of Respiratory UnitedHealth in connection with Optum’s Technologies, Electrical Geodesics and The $4.3 billion acquisition of DaVita Medical Group Spectranetics Corporation Micro Systems Engineering in Kite Pharma $11.9 billion acquisition obtaining a trial victory against Universal by Gilead Sciences Instruments in a case alleging copyright, trade secret and contractual claims Impax Laboratories $5.5 billion merger with Amneal Pharmaceuticals AstraZeneca $2 billion SEC-registered offering of notes, counsel to the issuer 2018 UnitedHealth $2.8 billion acquisition of Empresas Banmédica Seattle Genetics $614 million acquisition of Cascadian Therapeutics Syntimmune Apple Tree Partners as the majority shareholder in Syntimmune, Takeda Pharmaceutical, on U.S. in connection with Syntimmune’s acquisition by securities law, $62 billion acquisition of Shire Alexion Pharmaceuticals for up to $1.2 billion CONMED $365 million acquisition of Buffalo Filter Verily Life Sciences, an Alphabet 2019 company, $1 billion investment round, led by Silver Lake Merck KGaA $6.4 billion acquisition of Versum Materials Genomic Health $2.8 billion combination with Exact Sciences Amgen $167 million acquisition of Nuevolution Bayer $6.9 billion sale of its Animal Health business to Elanco Animal Health Amgen $13.4 billion acquisition of worldwide rights to Otezla® (apremilast) from Celgene Novartis acquisition of Corporation in connection with Celgene’s merger The Medicines Company, valuing the with Bristol-Myers Squibb company at approximately $9.7 billion 5 Pharmaceuticals and Life Sciences AbbVie $55 billion acquisition of Shire (later withdrawn) Alcon and its independent directors $50.4 billion multistage acquisition by Novartis—first in Novartis’s purchase of Nestlé’s 77% interest in Alcon and then its subsequent acquisition of the remaining publicly held minority interest in the company Amgen $13.4 billion acquisition of worldwide rights to Otezla® (apremilast) from Celgene Corporation in connection with Celgene’s merger with Bristol-Myers Squibb $167 million acquisition of Nuevolution modified Dutch auction tender offer for up to $10 billion in value of shares of its common stock $10.5 billion acquisition of Onyx Pharmaceuticals, including on more than $8 billion of related finance matters AstraZeneca $2 billion SEC-registered offering of notes, counsel to the issuer $6 billion SEC-registered offering of notes, counsel to the underwriters 6 Bayer $6.9 billion sale of its Animal Health business to Elanco Animal Health $66 billion acquisition of Monsanto and in regulatory inquiries and congressional testimony related to the merger $57 billion syndicated bridge loan, counsel to the borrower The largest bridge loan in 2016 and the third-largest bridge loan of all time ; Winner Loans Deal of the Year – IFLR Europe $9 billion sale of selected crop science assets to BASF $7 billion guaranteed bonds offering pursuant to Rule 144A/ Reg S, 2014, counsel to the issuer $14.2 billion acquisition of the consumer care business of Merck BeiGene $903 million global SEC-registered offering and second primary listing on the Hong Kong Stock Exchange, counsel to the selling shareholders Biohaven $300 million registered offering of common shares, counsel to the issuer Concordia Healthcare $3.5 billion acquisition of Amdipharm Mercury Limited $1.2 billion acquisition of Covis Pharma and Covis Injectables $790 million unsecured high-yield note offering, counsel to the issuer Deerfield Management as senior secured lender, DIP lender and plan sponsor in the Chapter 11 cases of Melinta Therapeutics Deerfield Management and Athyrium Capital out of court restructuring of Pernix Therapeutics Dermapharm €376.7 million ($461.8 million) IPO pursuant to Rule 144A/Reg S and Frankfurt listing, German and U.S. counsel to the issuer Dyax $5.9 billion acquisition by Shire Impax Laboratories $5.5 billion merger with Amneal Pharmaceuticals $586 million acquisition of generic products from Teva and affiliates of Allergan and $600 million of debt financing for its acquisition Integra Lifesciences Corporation $3 billion of bank financing Kite Pharma $11.9 billion acquisition by Gilead Sciences Merck KGaA $6.4 billion acquisition of Versum Materials Novartis acquisition of The Medicines Company, valuing the company at approximately $9.7 billion Novo Nordisk in an antitrust class action relating to alleged overcharges for Prandin®, in which a highly favorable settlement was obtained after S&C filed a motion to dismiss Oaktree Capital Management secured term loan and warrents to Oxford Biomedica PharmaSGP €127 million IPO; Germany’s first Prime Standard IPO of 2020 Praxair $80 billion merger of equals with Linde Seattle Genetics $614 million acquisition of Cascadian Therapeutics and related bridge financing Stemcentrx $9.8 billion acquisition by AbbVie Sprout Pharmaceuticals $1 billion acquisition by Bausch Health (formerly Valeant Pharmaceuticals) Synageva $8.4 billion acquisition by Alexion Pharmaceuticals Syntimmune Apple Tree Partners as majority shareholder in Syntimmune, in connection with Syntimmune’s acquisition by Alexion Pharmaceuticals for up to $1.2 billion Takeda Pharmaceutical, on U.S. securities law, $62 billion acquisition of Shire Teva Pharmaceutical $40.5 billion acquisition of Allergan Generics $50.5 billion withdrawn unsolicited