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. • Pfizer 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 Hospira 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 Alexion Pharmaceuticals, Inc., a biopharmaceutical 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. • Alnylam Pharmaceuticals. 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 Biopharmaceuticals. Represented Inspiration Biopharmaceuticals the $700 million sale of its lead hemophilia program, OBI-1 (recombinant porcine factor VIII), to Baxter International (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