HEALTHCARE & LIFE SCIENCES GROUP

HEALTHCARE & LIFE SCIENCES

GROUP

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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.

OUR CLIENTS GET...

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Sector expertise: We offer unrivalled

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

Legal expertise: Clients come to us

for the high-quality counsel and hands-on representation we offer across multiple legal specialties, to successfully execute their most important deals and resolve critical disputes. We can execute any type of transaction in any economic climate or geographic region. Our experience in this sector includes:

M&A Corporate finance Intellectual property Executive compensation Tax Real estate Restructuring Litigation, criminal defense and

investigations

An integrated, global team:

We're a core group of dedicated healthcare advisers across our 13 offices on four continents with a strong track record of the sector's most significant transactions and litigation matters, supported by all the resources of an integrated, global firm. We're grateful to our clients for trusting us with their future, and we'll continue to help them position themselves for growth and success in this exciting and everchanging industry.

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Headline Healthcare and Life Sciences Transactions

Cyberonics $1.5 billion merger with Sorin to create LivaNova

2015

UnitedHealth pharmacy care business OptumRx's $12.8 billion combination with Catamaran

Synageva $8.4 billion acquisition by Alexion

AbbVie $55 billion proposed acquisition of Shire, later terminated

Teva $40.5 billion acquisition of Allergan Generics

Valeant $15.8 billion acquisition of Salix

Concordia Healthcare $3.5 billion acquisition of Amdipharm Mercury

CVS $12.7 billion acquisition of Omnicare

Sprout Pharmaceuticals $1 billion acquisition by Valeant

Dyax $5.9 billion acquisition by Shire

Ferrosan in defending patent infringement claims brought by

Baxter Healthcare before the U.S. International Trade Commission

CONMED $265 million acquisition of SurgiQuest and $700 million secured credit facilities to finance the acquisition

Bayer $66 billion acquisition of Monsanto and related $9 billion divestitures; $57 billion syndicated bridge loan in connection with the acquisition, counsel to the borrower--the largest bridge loan in 2016; and in regulatory

inquiries and congressional testimony related to the merger

Stemcentrx $9.8 billion acquisition by AbbVie

Philips acquisition of Wellcentive

2016

Stryker $2.8 billion acquisition of Sage Products from Madison Dearborn

Impax Laboratories $586 million acquisition of generic products from Teva and affiliates of Allergan and $600 million of debt financing for its acquisition

Stryker in persuading the Supreme Court to set aside the Federal Circuit's standard for enhanced damages in patent infringement cases

Aetna $13 billion SEC-registered offering of notes, counsel to underwriters

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Verily Life Sciences, an Alphabet company, partnership with Temasek

2017

Praxair $80 billion merger of equals with Linde and in regulatory inquiries related to the merger

Syneos Health $7.4 billion merger of equals with inVentiv Health and in financing matters

Philips acquisitions of Respiratory Technologies, Electrical Geodesics and The

Spectranetics Corporation

Kite Pharma $11.9 billion acquisition by Gilead Sciences

Ares Management managed funds' $1.45 billion strategic partnership with DuPage Medical Group

UnitedHealth in connection with Optum's $4.3 billion acquisition of DaVita Medical Group

Micro Systems Engineering in obtaining a trial victory against Universal Instruments in a case alleging copyright, trade secret and contractual claims

Impax Laboratories $5.5 billion merger with Amneal Pharmaceuticals

UnitedHealth $2.8 billion acquisition of Empresas Banm?dica

2018

AstraZeneca $2 billion SEC-registered offering of notes, counsel to the issuer

Seattle Genetics $614 million acquisition of Cascadian Therapeutics

Syntimmune Apple Tree Partners as the 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

CONMED $365 million acquisition of Buffalo Filter

Verily Life Sciences, an Alphabet company, $1 billion investment round, led by

Silver Lake

2019

Merck KGaA $6.4 billion pending acquisition of Versum Materials

Genomic Health $2.8 billion pending combination with Exact Sciences

Amgen $167 million acquisition of Nuevolution

Bayer $7.6 billion pending sale of its Animal Health business to Elanco Animal Health 55

An Industry Leader

" Sullivan & Cromwell has a `formidable practice with an excellent track record in domestic and international transactions. Particularly well known for

advising...clients such as pharmaceutical companies

and conglomerates on blockbuster deals.'"

CHAMBERS USA

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S&C has advised on five of the top ten healthcare transactions of all time.

BRISTOL-MYERS SQUIBB ACQUISITION OF CELGENE

$95.2B 2019

PFIZER AQUISITION OF WARNER-LAMBERT

$88.7B 1999

GLAXO WELLCOME* AQUISITION OF SMITHKLINE BEECHAM

$78.7B 2000

TAKEDA PHARMACEUTICAL* AQUISITION OF SHIRE

$76.9B 2018

CIGNA ACQUISITION OF EXPRESS SCRIPTS

$68.5B 2018

CVS HEALTH** AQUISITION OF AETNA

$67.8B 2017

ACTAVIS AQUISITION OF ALLERGAN*** BAYER* AQUISITION OF MONSANTO

$66.4B 2014

$65.8B 2016

SANOFI-SYNTHELABO AQUISITION OF AVENTIS*

$65.6B 2004

PFIZER AQUISITION OF WYETH

$64.4B 2009

Source: Thomson Reuters, January 2019. Data includes pending and completed deals only.

*Representing the company indentified ** Representing the financial adviser to the company identified ***Represented Valeant Pharmaceuticals in its unsolicited offer to acquire Allergan

Healthcare M&A 2014?2018

Ranked by dollar value ($ billions)

Sullivan & Cromwell -- $522

Davis Polk -- $509

Wachtell Lipton -- $470

Cravath -- $430

Skadden -- $414

Latham & Watkins -- $375

Source: Bloomberg, January 2019. Includes Healthcare Products, Healthcare Services, Pharmaceuticals & Biotech. Data include representations of both principals and financial advisers. Data includes pending and completed deals only.

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