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 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.

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Timeline of S&C’s Headline Transactions

2014JULY AUG SEPT OCT NOV DEC JAN FEB MAR APR

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

MAY JUNE JULY AUG SEPT OCT NOV DEC JAN FEB

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)

Idenix Pharmaceuticals S&C client Idenix Pharmaceuticals (U.S.) completes its $3.85 billion acquisition by Merck (U.S.)

AbbVie S&C client AbbVie (U.S.) announces its $55 billion acquisition of Shire (Ireland) (later terminated)

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.)

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

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 A Y 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

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

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 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

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.T H E D A I LY J O U R N A L , M A Y 2 0 1 3

In its monthly “Big Deals” column, The American Lawyer included Pharmasset’s acquisition by Gilead Sciences for $11 billion – Gilead’s largest acquisition ever.T 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 2

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.T H E W A L L S T R E E T J O U R N A L , O C T O B E R 2 0 1 2 A N D T H E

A M E R I C A N L A W Y E R , J U LY 2 0 1 3

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) announces 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.)

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.) announces its $2.8 billion acquisition of Sage Products (U.S.) from Madison Dearborn Partners (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 :

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.)

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: � $2.8 billion acquisition of Sage Products (U.S.) from Madison Dearborn Partners (U.S.)

� $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.)

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

Valeant Pharmaceuticals (Canada) in its: � $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.) for an undisclosed amount

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.) $2.05 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

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.”U S L E G A L 5 0 0 , 2 0 1 1

Winner of Acquisition International’s “U.S. Life Sciences Law Firm of the Year 2011” award.A C Q U I S I T I O N I N T E R N A T I O N A L L E G A L A W A R D S , 2 0 1 1

“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.”C H A M B E R S U S A , 2 0 1 0

S&C’s Longstanding History as a Leader in Healthcare M&A

ACQUIRER TARGET DATE VALUE ($ millions)

Pfizer (U.S.) Allergan (Ireland) 2015 191,522

Pfizer (U.S.) Warner-Lambert (U.S.) 2000 88,771

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

Actavis PLC (Ireland) Allergan (Ireland) 2014 66,404

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

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

Pfizer (U.S.) Pharmacia* (U.S.) 2003 60,704

Novartis (Switzerland) Alcon* (Switzerland) 2011 50,425***

Anthem (U.S) Cigna (U.S.) 2015 48,324

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

Source: Thomson Reuters, February 1, 2016* Representing the company identified** Representing the financial adviser to the company identified*** Aggregate value of three-step acquisition ultimately consummated in 2011

S&C has played a leading role in the consolidation of the healthcare industry, advising on five of the 10 largest healthcare M&A deals to date.

Industry Sector Experience

� Pharmaceuticals (Branded and Generics)

� Pharmaceutical Benefits Management

� Life Sciences

� Medtech

� Medical Information Systems and Technology

� Healthcare Services and Providers

� Health Insurance (Government-sponsored and Private)

� Real Estate

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.

M E R G E R M A R K E T A N D T H E F I N A N C I A L T I M E S , J A N U A R Y 2 0 1 2

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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.co

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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