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 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 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. 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

3 Timeline of S&C s Headline Transactions Recently, S&C advised on several major healthcare M&A transactions. Pharmasset S&C client Pharmasset (U.S.) completes its $11 billion acquisition by Gilead Sciences (U.S.) Medco Health Solutions S&C client Medco Health Solutions (U.S.) completes its $34.3 billion acquisition by Express Scripts (U.S.) Veritas Capital S&C client Veritas Capital (U.S.) completes its $1.25 billion acquisition of the healthcare business of Thomson Reuters (U.S.) Bayer S&C client Bayer HealthCare LLC (U.S.), a subsidiary of Bayer AG (Germany), announces its proposed $1.2 billion acquisition of Schiff Nutrition International (U.S.) Valeant Pharmaceuticals S&C client Valeant Pharmaceuticals (Canada) completes its $2.6 billion acquisition of Medicis (U.S.) Bayer S&C client Bayer AG (Germany) completes its acquisition of Conceptus, Inc. (U.S.) for approximately $1.2 billion January February March April May June July August September Amgen S&C client Amgen (U.S.) completes its $1.16 billion acquisition of Micromet (U.S.) * S&C represented the financial adviser to Zoll Medical Corporation ** S&C represented the financial adviser to Johnson & Johnson ZOLL Medical* ZOLL Medical Corporation (U.S.) completes its $2.21 billion acquisition by Asahi Kasei Corporation (Japan) Johnson & Johnson** Johnson & Johnson (U.S.) completes its $21.3 billion acquisition of Synthes (Switzerland) October November December January February March April May June July United Healthcare Group S&C client UnitedHealth Group (U.S.) completes its $4.9 billion acquisition of Amil Participações S.A. (Brazil) Perrigo Company S&C client Perrigo Company (U.S.) announces its proposed approximately $8.6 billion acquisition of Elan Pharmaceuticals (Ireland) Medco s purchase by Express Scripts for roughly $34 billion won Americas Corporate Deal of the Year among mergermarket and the Financial Times Americas M&A Awards. Partners James Morphy and Matthew Hurd led the S&C team advising Medco. MERGERMARKET AND THE FINANCIAL TIMES, JANUARY 2012 In its monthly Big Deals column, The American Lawyer included Pharmasset s acquisition by Gilead Sciences for $11 billion Gilead s largest acquisition ever. Partners Matthew Hurd and Krishna Veeraraghavan led the team advising Pharmasset. THE AMERICAN LAWYER, FEBRUARY 2012 The Wall Street Journal recognized UnitedHealth Group s $4.9 billion acquisition of Amil as...the highest-profile commitment so far by a U.S. healthcare firm to foreign operations... The American Lawyer named it the Global M&A Deal of the Year: Brazil. Partner Keith Pagnani led the S&C team advising UnitedHealth. THE WALL STREET JOURNAL, OCTOBER 2012 AND THE AMERICAN LAWYER, JULY 2013 The Daily Journal named Alison Ressler to its list of Top Women Lawyers of 2013, recognizing her for her work on behalf of a number of high-profile clients, including advising Valeant Pharmaceuticals on several deals. THE DAILY JOURNAL, MAY

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: Amgen Counsel to Amgen (U.S.) in: its $415 million acquisition of decode Genetics (Iceland) its $315 million acquisition of Kai Pharmaceuticals (U.S.) CONMED Counsel to CONMED (U.S.) in: its $22.5 million acquisition of Viking Systems (U.S.) its $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 Ipsen Pharma Counsel to 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, Inc. (U.S.) Lightyear Capital Counsel to Lightyear Capital (U.S.) in its acquisition of Paradigm Acquisition Corp. (U.S.) from Sterling Partners (U.S.) for an undisclosed amount Optimer Pharmaceuticals Counsel to Optimer Pharmaceuticals (U.S.) in its proposed acquisition by Cubist Pharmaceuticals (U.S.) Paion Counsel to Paion (Germany) in the sale of its remaining rights in a Phase III compound called Desmotephlase to H. Lundbeck (Denmark) for $27 million Stryker Counsel to Stryker Corporation (U.S.), who jointly announced with Trauson Holdings Company Limited (China), a conditional voluntary cash offer to acquire all the shares and share options of Trauson for a maximum total consideration of approximately $764 million UnitedHealthcare Counsel to UnitedHealthcare (U.S.), a UnitedHealth Group company, in its acquisition of XLHealth Corp. (U.S.) Valeant Pharmaceuticals Counsel to Valeant Pharmaceuticals (Canada) in: its $112.5 million acquisition of the business relating to the Visudyne product (U.S.) from QLT, Inc. (Canada) its acquisition of Eyetech, Inc. (U.S.) for an undisclosed amount Sample Representations of Financial Advisers: American Dental Partners Counsel to independent financial adviser to the special committee of the board of directors of American Dental Partners, Inc. (ADPI) (U.S.) in ADPI s acquisition by funds affiliated with JLL Partners (U.S.) for approximately $400 million Auxilium Pharmaceuticals Counsel to financial adviser to Auxilium Pharmaceuticals, Inc. (U.S.) in its $635 million acquisition of Actient Holdings LLC (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.) EKR Therapeutics Counsel to financial adviser to EKR Therapeutics (U.S.) in its $150 million acquisition by Cornerstone Therapeutics (U.S.) Medica HealthCare Plans Counsel to financial adviser to Medica HealthCare Plans (U.S.) in its acquisition by United HealthCare Services (U.S.), a subsidiary of UnitedHealth Group (U.S.), for an undisclosed amount For the second year in a row, the National Association of Corporate Directors (NACD) named Frank Aquila to its Directorship 100 a list of the 100 most influential people in corporate governance and inside the boardroom. Mr. Aquila advises numerous clients in this regard, including Optimer Pharmaceuticals and long-time client, Amgen. NACD DIRECTORSHIP, NOVEMBER

5 Healthcare and Life Sciences Practice S&C s Longstanding History as a Leader in Healthcare M&A 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 has played a leading role in the consolidation of the healthcare industry, advising on eight of the ten 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 Sanofi-Synthelabo (France) Aventis* (France) ,657 Pfizer (U.S.) Wyeth (U.S.) ,480 Pfizer (U.S.) Pharmacia* (U.S.) ,704 Ranked as a first tier firm within Healthcare: life sciences, Sullivan & Cromwell LLP brings strength from its capital markets and M&A work to the life sciences sector, where it works prolifically for many mid-sized and large pharmaceutical, biotech and diagnostics manufacturers. US LEGAL 500, 2011 One of the world s finest corporate/m&a outfits, Sullivan & Cromwell s healthy balance of midsized and high-end deals ensures that it continues to be a market leader irrespective of the state of the economy. CHAMBERS USA, 2010 Novartis (Switzerland) Alcon* (U.S.) ,425*** Roche Holding** (Switzerland) Genentech (U.S.) ,695 Merck (U.S.) Schering-Plough** (U.S.) ,704 Express Scripts (U.S.) Medco Health Solutions* (U.S.) ,306 Investor Group (U.S.) HCA (U.S.) ,147 Source: Thomson Reuters, December 5, 2012 * Representing the company identified ** Representing the financial adviser to the company identified *** Aggregate value of three-step acquisition ultimately consummated in 2011 S&C represented HCA management and Frist family Industry Sector Experience Pharmaceuticals (Branded and Generics) Medical Information Systems and Technology Winner of Acquisition International s U.S. Life Sciences Law Firm of the Year 2011 award. ACQUISITION INTERNATIONAL LEGAL AWARDS, 2011 Pharmaceutical Benefits Management Biotechnology and Life Sciences/ Biologics Medical Devices and Diagnostics Healthcare Services and Providers Health Insurance (Governmentsponsored and Private) Real Estate 6 7

6 Practice Contacts Francis J. Aquila Nader A. Mousavi Palo Alto Garrard Beeney Keith A. Pagnani Steven J. Elliott Alison S. Ressler Los Angeles Robert J. Giuffra, Jr George J. Sampas Matthew G. Hurd Melissa Sawyer Stephen M. Kotran Karen Patton Seymour Eric Krautheimer Los Angeles Spencer F. Simon Palo Alto James C. Morphy Krishna Veeraraghavan

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