Healthcare and Life Sciences Group M E R G E R S & AC Q U I S I T I O N S

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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.

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Timeline of S&C’s Headline Healthcare and Life Sciences Transactions

2014OCT NOV DEC JAN FEB MAR APR MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB MAR APRIL MAY JUNE JULY AUG SEPT

Winner, Dealmaker of the Week: Sullivan & Cromwell’s Krishna Veeraraghavan: LabCorp acquisition of CovanceT H E A M E R I C A N L A W Y E R , N O V E M B E R 2 0 1 4

Winner, Dealmaker of the Week: Sullivan & Cromwell’s Alison Ressler: Valeant acquisition of SalixT H E A M E R I C A N L A W Y E R , F E B R U A R Y 2 0 1 5

Winner, Dealmaker of the Year: Sullivan & Cromwell’s Matthew Hurd: Bayer acquisition of the consumer care business of Merck T H E A M E R I C A N L A W Y E R , M A R C H 2 0 1 5

Winners, “Dealmakers of the Week”, Sullivan & Cromwell’s Keith Pagnani and Melissa Sawyer: UnitedHealth subsidiary OptumRx’s combination with Catamaran CorporationT H E A M E R I C A N L A W Y E R , A P R I L 2 0 1 5

Winners, “Dealmakers of the Week”, Sullivan & Cromwell’s Matt Hurd and Krishna Veeraraghavan: Synageva BioPharma acquisition by Alexion Pharmaceuticals T H E A M E R I C A N L A W Y E R , M AY 2 0 1 5

The Daily Journal named Alison Ressler to its list of “Top 100 Women in Law” feature, recognizing her for her work advising Valeant Pharmaceuticals 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 Pharmaceuticals Ltd for $15.8 billion, one of many recent big deals in the pharmaceutical industry.T H E D A I LY J O U R N A L , M AY 2 0 1 5

Winner, Dealmaker of the Week: Sullivan & Cromwell’s Joe Frumkin: Teva acquisition of Allergan GenericsT H E A M E R I C A N L A W Y E R , J U LY 2 0 1 5

Bayer S&C client Bayer (Germany) completes its $14.2 billion acquisition of the consumer care business of Merck (U.S.)

Endo International S&C client Endo International (Ireland) completes its $2.6 billion acquisition of Auxilium Pharmaceuticals (U.S.)

Concordia Healthcare S&C client Concordia Healthcare (Canada) completes its $1.2 billion acquisition of Covis Pharma (Switzerland) and Covis Injectables (Switzerland)

LabCorp S&C client LabCorp (U.S.) completes its $6.1 billion acquisition of Covance (U.S.)

Philips S&C client Philips (Netherlands) announces its $1 billion acquisition of Volcano Corporation (U.S.)

2015 2016

Valeant Pharmaceuticals S&C client Valeant Pharmaceuticals (Canada) completes its $15.8 billion acquisition of Salix Pharmaceuticals (U.S.)

Cyberonics S&C client Cyberonics (U.S.) completes its $1.5 billion merger with Sorin (Italy) to create LivaNova (U.K.)

Zoetis S&C client Pershing Square (U.S.) completes its investment in Zoetis (U.S.)

UnitedHealth Group S&C client UnitedHealth Group (U.S.) announces its pharmacy care business OptumRx’s (U.S.) $12.8 billion combination with Catamaran Corporation (U.S.)

New WuXi Life Science S&C client Ally Bridge Group Capital Partners (Hong Kong), as leader of the consortium, announces its 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 wholly owned subsidiary WuXi Merger Limited (China)

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

Teva Pharmaceutical Industries S&C client Teva Pharmaceutical Industries (Israel) completes its $40.5 billion acquisition of Allergan Generics (Ireland)

Synageva BioPharma Corp. S&C client Synageva BioPharma (U.S.) completes its $8.4 billion acquisition by Alexion Pharmaceuticals (U.S.)

CVS Health S&C client CVS Health (U.S.) completes its $12.7 billion acquisition of Omnicare (U.S.)

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

Teva Pharmaceutical Industries S&C client Teva Pharmaceutical Industries (Israel) announces in its $50.5 billion proposed acquisition of Mylan (U.K.) (later terminated)

Sprout Pharmaceuticals S&C client Sprout Pharmaceuticals (U.S.) completes its $1 billion acquisition by Valeant Pharmaceuticals (Canada)

Concordia Healthcare S&C client Concordia Healthcare (Canada) completes its $3.5 billion acquisition of Amdipharm Mercury Limited (U.K.)

Dyax S&C client Dyax (U.S.) completes its $5.9 billion acquisition by Shire (Ireland)

Stryker S&C client Stryker (U.S.) completes its $2.8 billion acquisition of Sage Products (U.S.) from Madison Dearborn Partners (U.S.)

Stemcentrx S&C client Stemcentrx (U.S.) completes its $9.8 billion acquisition by AbbVie (U.S.)

Bayer S&C client Bayer (Germany) announces its $66 billion acquisition of Monsanto (U.S.)

Impax Laboratories S&C client Impax Laboratories (U.S.) completes its $586 million acquisition of generic products from Teva Pharmaceutical Industries (Israel) and affiliates of Allergan (Ireland)

Royal Philips S&C client Royal Philips (Netherlands) completes its 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.)

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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.

S A M P L E R E P R E S E N TAT I O N S O F P R I N C I PA L S :

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 Pharmaceuticals (U.S.) in the proxy fight between AMAG and MSMB Capital (U.S.)

Amgen (U.S.) in its:

� $10.5 billion acquisition of Onyx Pharmaceuticals (U.S.) � $1.16 billion acquisition of Micromet (U.S.) � $415 million acquisition of deCODE Genetics (Iceland) � $315 million acquisition of Kai Pharmaceuticals (U.S.)

Bayer (Germany) in its $2.9 billion acquisition of Algeta (Norway)

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.)

Idenix Pharmaceuticals, 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 Pharmaceuticals (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.)

Medco Health Solutions (U.S.) in its $34.3 billion acquisition by Express Scripts (U.S.)

Optimer Pharmaceuticals (U.S.) in its acquisition by Cubist Pharmaceuticals (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 Pharmaceuticals (Ireland)

Stryker (U.S.) in its $764 million cash offer to acquire all the shares and share options of Trauson Holdings Company (China)

Pharmasset (U.S.) in its $11 billion acquisition by Gilead Sciences (U.S.)

Philips (Netherlands) in its: � acquisition of certain key assets of medSage Technologies (U.S.) � $5.1 billion acquisition of Respironics, Inc. (U.S.)

UnitedHealth Group (U.S.) in its: � $4.9 billion acquisition of Amil articipações (Brazil) � acquisition of XLHealth (U.S.)

Valeant Pharmaceuticals (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.)

S A M P L E R E P R E S E N TAT I O N S O F F I N A N C I A L A DV I S E R S :

AmerisourceBergen – Counsel to financial adviser to AmerisourceBergen (U.S.) in its $2.5 billion acquisition of MWI Veterinary Supply (U.S.)

Auxilium Pharmaceuticals – Counsel to financial adviser to Auxilium Pharmaceuticals (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.)

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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.

Winner, Life Sciences MVP: Sullivan & Cromwell’s Matt HurdL A W 3 6 0 , N O V E M B E R 2 0 1 5

Winner, Life Sciences MVP: Sullivan & Cromwell’s Krishna VeeraraghavanL A W 3 6 0 , N O V E M B E R 2 0 1 5

Winner, Life Sciences Group of The Year: Sullivan & CromwellL A W 3 6 0 , 2 0 1 5

Winner, Life Sciences MVP: Sullivan & Cromwell’s Matt HurdL A W 3 6 0 , D E C E M B E R 2 0 1 4

“In the life sciences and pharmaceuticals space, Keith Pagnani and Matthew Hurd are making a significant impression.”L E G A L 5 0 0 U S , 2 0 1 4

Winner, Life Sciences MVP: Sullivan & Cromwell’s Frank AquilaL A W 3 6 0 , D E C E M B E R 2 0 1 3

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.

INDUS T RY SEC T OR E X P ERIENCE

� Pharmaceuticals and Life Sciences

� Medtech

� Health Insurers

� Healthcare Services

ACQUIRER TARGET DATE VALUE ($ millions)

Pfizer (U.S.) Warner-Lambert (U.S.) 1999 88,771

Glaxo Wellcome* (U.K.) SmithKline Beecham (U.K.) 2000 78,775

Actavis (U.S.) Allergan (Ireland) 2014 66,404

Bayer* (Germany) Monsanto (U.S.) 2016 65,843

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

Pfizer (U.S.) Wyeth (U.S.) 2009 64,480

Pfizer (U.S.) Pharmacia* (U.S.) 2002 60,704

Novartis (Switzerland) Alcon* (Switzerland) 2011 50,955***

Anthem (U.S.) Cigna (U.S.) 2015 49,383

Medtronic (U.S) Covidien** (U.S) 2014 47,922

Source: Thomson Reuters, November 15, 2016*Representing the company identified**Representing the financial adviser to the company identified*** Aggregate value of three-step transaction ultimately consummated in 2011

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Practice Contacts

Francis J. Aquila New York +1-212-558-4048 aquilaf@sullcrom.com

Garrard BeeneyNew York +1-212-558-3737 beeneyg@sullcrom.com

Steven J. Elliott

New York +1-212-558-7446 elliotts@sullcrom.com

Matthew M. FriestedtNew York +1-212-558-3370 friestedtm@sullcrom.com

Robert J. Giuffra, Jr.New York +1-212-558-3121 giuffrar@sullcrom.com

John L. HardimanNew York +1-212-558-4070 hardimanj@sullcrom.com

Matthew G. HurdCo-Head Healthcare & Life Sciences New York +1-212-558-3122 hurdm@sullcrom.com

Stephen M. Kotran New York +1-212-558-4963 kotrans@sullcrom.com

Eric KrautheimerLos Angeles +1-310-712-6678 krautheimere@sullcrom.com

Nader A. Mousavi Palo Alto +1-650-461-5660 mousavin@sullcrom.com

Rita-Anne O’NeillLos Angeles +1 310 712 6698 oneillr@sullcrom.com

Keith A. PagnaniCo-Head Healthcare & Life Sciences New York +1-212-558-4397 pagnanik@sullcrom.com

Alison S. Ressler Los Angeles +1-310-712-6630 resslera@sullcrom.com

George J. Sampas New York +1-212-558-4945 sampasg@sullcrom.com

Melissa Sawyer New York +1-212-558-4243 sawyerm@sullcrom.com

Karen Patton Seymour New York +1-212-558-3196 seymourk@sullcrom.com

Spencer F. SimonPalo Alto +1-650-461-5640 simonsp@sullcrom.com

Krishna VeeraraghavanNew York +1-212-558-7931 veeraraghavank@sullcrom.com

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