Healthcare and Life Sciences Group MERGERS & ACQUISITIONS

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1 Healthcare and Life Sciences Group MERGERS & ACQUISITIONS

2 Through decades of experience in many of the transactions that have defined 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

3 Timeline of S&C s Headline Healthcare and Life Sciences Transactions Baker Bros. Advisors S&C client Baker Bros. Advisors (U.S.) announces their funds role as lead investor, along with several co-investors, in the $100 million purchase of a newly authorized class of Series A-2 Convertible Preferred Shares of BeiGene (China), collectively representing 23.55% of BeiGene s total capital shares on a fully diluted basis Synageva BioPharma Corp. S&C client Synageva BioPharma (U.S.) $8.4 billion acquisition by Alexion (U.S.) New WuXi Life Science S&C client Ally Bridge Group Capital Partners (Hong Kong), as leader of the consortium, investment and the consortium s beneficial ownership of New WuXi Life Science resulting from the merger between WuXi PharmaTech (Cayman) and New WuXi Life Science Limited (China) and its subsidiary WuXi Merger Limited (China) CVS Health S&C client CVS Health (U.S.) $12.7 billion acquisition of Omnicare (U.S.) Sprout S&C client Sprout (U.S.) $1 billion acquisition by Valeant (Canada) Dyax S&C client Dyax (U.S.) completes its $5.9 billion acquisition by Shire (Ireland) Stryker S&C client Stryker (U.S.) $2.8 billion acquisition of Sage Products (U.S.) from Madison Dearborn Partners (U.S.) Teva Pharmaceutical Industries S&C client Teva Pharmaceutical Industries (Israel) $40.5 billion acquisition of Allergan Generics (Ireland) Royal Philips S&C client Royal Philips (Netherlands) acquisition of Wellcentive (U.S.) Astellas Pharma S&C advises client Astellas Pharma (Japan) in connection with Pfizer s (U.S.) $14 billion merger agreement with Medivation (U.S.) Terumo Corporation S&C client Terumo Corporation (Japan) announces its $1.12 billion acquisition of certain products from Abbott Laboratories (U.S.) and St. Jude Medical (U.S.) Verily Life Sciences S&C client Verily Life Sciences (U.S.), an Alphabet (U.S.) company, announces its partnership with Temasek (Singapore) APR MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB Valeant S&C client Valeant (Canada) completes its $15.8 billion acquisition of Salix (U.S.) Teva Pharmaceutical Industries S&C client Teva Pharmaceutical Industries (Israel) announces in its $50.5 billion proposed acquisition of Mylan (U.K.) (later terminated) Google Life Sciences S&C client Google Life Sciences (U.S.) announces its formation as the first of the Alphabet companies, Verily Life Sciences (U.S.), created as a result of Google Inc. s (U.S.) corporate reorganization Concordia Healthcare S&C client Concordia Healthcare (Canada) $3.5 billion acquisition of Amdipharm Mercury Limited (U.K.) Cyberonics S&C client Cyberonics (U.S.) $1.5 billion merger with Sorin (Italy) to create LivaNova (U.K.) Stemcentrx S&C client Stemcentrx (U.S.) $9.8 billion acquisition by AbbVie (U.S.) Impax Laboratories S&C client Impax Laboratories (U.S.) $586 million acquisition of generic products from Teva Pharmaceutical Industries (Israel) and affiliates of Allergan (Ireland) Bayer S&C client Bayer (Germany) announces its $66 billion acquisition of Monsanto (U.S.) Praxair S&C client Praxair (U.S.) announces its $67 billion merger of equals with Linde (Germany) Seattle Genetics S&C client Seattle Genetics (U.S.) announces its development and license agreement with Immunomedics (U.S.) Winner, Dealmaker of the Week: Sullivan & Cromwell s Krishna Veeraraghavan: LabCorp acquisition of Covance THE AMERICAN LAWYER, NOVEMBER 2014 Winner, Dealmaker of the Week: Sullivan & Cromwell s Alison Ressler: Valeant acquisition of Salix THE AMERICAN LAWYER, FEBRUARY 2015 Winner, Dealmaker of the Year: Sullivan & Cromwell s Matthew Hurd: Bayer acquisition of the consumer care business of Merck THE AMERICAN LAWYER, MARCH 2015 Winners, Dealmakers of the Week, Sullivan & Cromwell s Keith Pagnani and Melissa Sawyer: UnitedHealth subsidiary OptumRx s combination with Catamaran Corporation THE AMERICAN LAWYER, APRIL 2015 Winners, Dealmakers of the Week, Sullivan & Cromwell s Matt Hurd and Krishna Veeraraghavan: Synageva BioPharma acquisition by Alexion THE AMERICAN LAWYER, MAY 2015 The Daily Journal named Alison Ressler to its list of Top 100 Women in Law feature, recognizing her for her work advising Valeant 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 advised Valeant in its acquisition of Salix Ltd for $15.8 billion, one of many recent big deals in the pharmaceutical industry. THE DAILY JOURNAL, MAY 2015 Winner, Dealmaker of the Week: Sullivan & Cromwell s Joe Frumkin: Teva acquisition of Allergan Generics THE AMERICAN LAWYER, JULY

4 Other Healthcare Highlights In addition, S&C was involved in the following transactions, which showcase our experience working with a diverse set of participants in the healthcare and life sciences industry. From representing pharmaceutical, biotechnology and life sciences companies, to working directly with leading medical information system and technology specialists, as well as healthcare services and providers, Sullivan & Cromwell s industry experience is vast. SAMPLE REPRESENTATIONS OF PRINCIPALS: AbbVie Inc. (U.S.) in its $55 billion withdrawn acquisition of Shire (Ireland). Alcon (Switzerland) and Alcon s Independent Directors in connection with the sale of Nestlé s Alcon stake to Novartis (Switzerland) and Novartis acquisition of the remaining publicly held minority interest in Alcon for $52.9 billion AMAG (U.S.) in the proxy fight between AMAG and MSMB Capital (U.S.) Amgen (U.S.) in its: $10.5 billion acquisition of Onyx (U.S.) $1.16 billion acquisition of Micromet (U.S.) $415 million acquisition of decode Genetics (Iceland) $315 million acquisition of Kai (U.S.) Bayer (Germany) in its: $14.2 billion acquisition of the consumer care business of Merck (U.S.) $2.9 billion acquisition of Algeta (Norway) Concordia Healthcare (Canada) in its $1.2 billion acquisition of Covis Pharma (Switzerland) and Covis Injectables (Switzerland) CONMED (U.S.) in its: $265 million acquisition of SurgiQuest (U.S.) settlement with Voce Capital Management (U.S.) $22.5 million acquisition of Viking Systems (U.S.) $147 million transaction with Musculoskeletal Transplant Foundation (MTF) (U.S.) to obtain (i) exclusive, worldwide promotion rights with respect to MTF s human tissue grafts for use within the field of sports medicine, and (ii) an exclusive, worldwide license to MTF s platelet-rich plasma technology and products Cypress Bioscience (U.S.) in the proxy fight between Cypress and Ramius (U.S.) and Royalty Pharma (U.S.) CVS Caremark (U.S.) in its: 50/50 joint venture with Cardinal Health (U.S.) $2.1 billion acquisition of Coram (U.S.) Endo International (Ireland) in its $2.6 billion acquisition of Auxilium (U.S.) Idenix, Inc. (U.S.) in its $3.85 billion acquisition by Merck (U.S.) Impax Laboratories (U.S.) in its: $700 million acquisition of Tower Holdings (U.S.) including operating subsidiaries CorePharma (U.S.), Amedra (U.S.), and Lineage Therapeutics (U.S.) acquisition of two pharmaceutical products from Actavis (Ireland) Ipsen Pharma (France) in its global license, development and commercialization agreements for two investigational drugs in late-stage development for hemophilia with its strategic partner, Inspiration Biopharmaceuticals (U.S.) LabCorp (U.S.) in its $6.1 billion acquisition of Covance (U.S.) Medco Health Solutions (U.S.) in its $34.3 billion acquisition by Express Scripts (U.S.) Optimer (U.S.) in its acquisition by Cubist (U.S.) Paion (Germany) in the sale of its remaining rights in a Phase III compound called Desmotephlase to H. Lundbeck (Denmark) for $27 million Perrigo Company (U.S.) in its $8.6 billion acquisition of Elan (Ireland) Pershing Square (U.S.) in its investment in Zoetis (U.S.) Pharmasset (U.S.) in its $11 billion acquisition by Gilead Sciences (U.S.) Philips (Netherlands) in its: $1 billion acquisition of Volcano Corporation (U.S.) acquisition of certain key assets of medsage Technologies (U.S.) $5.1 billion acquisition of Respironics, Inc. (U.S.) Stryker (U.S.) in its $764 million cash offer to acquire all the shares and share options of Trauson Holdings Company (China) UnitedHealth Group (U.S.) in its: pharmacy care business OptumRx s (U.S.) $12.8 billion combination with Catamaran Corporation (U.S.) $4.9 billion acquisition of Amil articipações (Brazil) acquisition of XLHealth (U.S.) Valeant (Canada) in its: divesture of all North American commercialization rights to RUCONEST, including all rights in the US, Mexico and Canada, to Pharming Group (Netherlands) for an aggregate consideration of up to $125 million $55 billion unsolicited offer to acquire Allergan (U.S.) (later terminated) $1.4 billion sale of aesthetic products to Galderma (Switzerland) $475 million acquisition of PreCision Dermatology (U.S.) $2.6 billion acquisition of Medicis (U.S.) $112.5 million acquisition of the business relating to the Visudyne product (U.S.) from QLT (Canada) acquisition of Eyetech (U.S.) Veritas Capital (U.S.) in its $1.25 billion acquisition of the healthcare business of Thomson Reuters (U.S.) SAMPLE REPRESENTATIONS OF FINANCIAL ADVISERS: AmerisourceBergen Counsel to financial adviser to AmerisourceBergen (U.S.) in its $2.5 billion acquisition of MWI Veterinary Supply (U.S.) Auxilium Counsel to financial adviser to Auxilium (U.S.) in its $635 million acquisition of Actient Holdings (U.S.) BioMimetic Therapeutics Counsel to financial adviser to BioMimetic Therapeutics (U.S.) in its $140 million business combination with Wright Medical Group (U.S.) Covidien Counsel to financial adviser to Covidien (U.S.) in its $42.9 billion acquisition by Medtronic (U.S.) HealthSouth Corporation Counsel to financial adviser to HealthSouth Corporation (U.S.) in its $730 million acquisition of the operations of Reliant Hospital Partners (U.S.) and affiliated entities Hill-Rom Holdings Counsel to financial adviser to Hill-Rom Holdings (U.S.) $2.1 billion acquisition of Welch Allyn (U.S.) Hyperion Therapeutics Counsel to financial adviser to Hyperion Therapeutics (U.S.) in its $1.1 billion acquisition by Horizon Pharma (Ireland) Patterson Companies Counsel to financial adviser to Patterson Companies (U.S.) in its $1.1 billion acquisition of Animal Health International (U.S.) STERIS Corporation Counsel to financial adviser to STERIS Corporation (U.S.) in its $1.9 billion acquisition of Synergy Health (U.K.) St. Jude Medical Counsel to financial advisor to St. Jude Medical (U.S.) in its $3.4 billion acquisition of Thoratec (U.S.) Tornier Counsel to financial adviser to Tornier (Netherlands) in its $3.3 billion merger agreement with Wright Medical Group (U.S.) 4 5

5 Healthcare and Life Sciences Practice Sullivan & Cromwell offers clients comprehensive legal expertise paired with a practical understanding of commercial reality. Our pragmatic approach and 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 from our understanding of the complexities of the industry but also from our market-leading experience and strength in M&A, capital markets, litigation, real estate, tax and intellectual property, where we partner with clients to help them shape and carry out their strategic goals. S&C s Longstanding History as a Leader in Healthcare M&A S &C has played a leading role in the consolidation of the healthcare sector, advising on six of the 10 largest healthcare M&A deals to date. ACQUIRER TARGET DATE VALUE ($ millions) Pfizer (U.S.) Warner-Lambert (U.S.) ,771 Glaxo Wellcome* (U.K.) SmithKline Beecham (U.K.) ,775 Actavis (U.S.) Allergan (Ireland) ,404 Bayer* (Germany) Monsanto (U.S.) ,843 Winner, Life Sciences MVP: Sullivan & Cromwell s Krishna Veeraraghavan LAW360, NOVEMBER 2016, 2015 Winner, Life Sciences MVP: Sullivan & Cromwell s Matt Hurd LAW360, NOVEMBER 2015 Sanofi-Synthelabo (France) Aventis* (France) ,657 Pfizer (U.S.) Wyeth (U.S.) ,480 Pfizer (U.S.) Pharmacia* (U.S.) ,704 Novartis (Switzerland) Alcon* (Switzerland) ,955*** Anthem (U.S.) Cigna (U.S.) ,383 Winner, Life Sciences Group of The Year: Sullivan & Cromwell LAW360, 2015 Winner, Life Sciences MVP: Sullivan & Cromwell s Matt Hurd Medtronic (U.S) Covidien** (U.S) ,922 Source: Thomson Reuters, January 5, 2017 *Representing the company identified **Representing the financial adviser to the company identified *** Aggregate value of three-step transaction ultimately consummated in 2011 LAW360, DECEMBER 2014 In the life sciences and pharmaceuticals space, Keith Pagnani and Matthew Hurd are making a significant impression. LEGAL 500 US, 2014 Winner, Life Sciences MVP: Sullivan & Cromwell s Frank Aquila LAW360, DECEMBER 2013 INDUSTRY SECTOR EXPERIENCE and Life Sciences Medtech Health Insurers Healthcare Services 6 7

6 Practice Contacts Francis J. Aquila Garrard Beeney Steven J. Elliott Matthew M. Friestedt Robert J. Giuffra, Jr John L. Hardiman Matthew G. Hurd Co-Head Healthcare & Life Sciences Stephen M. Kotran Nader A. Mousavi Palo Alto Rita-Anne O Neill Los Angeles oneillr@sullcrom.com Keith A. Pagnani Co-Head Healthcare & Life Sciences pagnanik@sullcrom.com Alison S. Ressler Los Angeles resslera@sullcrom.com George J. Sampas sampasg@sullcrom.com Melissa Sawyer sawyerm@sullcrom.com Karen Patton Seymour seymourk@sullcrom.com Krishna Veeraraghavan veeraraghavank@sullcrom.com Eric Krautheimer Los Angeles krautheimere@sullcrom.com 8 Copyright 2017 Sullivan & Cromwell LLP LG4690 Attorney Advertising. Prior results do not guarantee a similar outcome.

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