Healthcare andLife 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 defi ned

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

signifi cant 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

CVS Caremark S&C client CVS Caremark (U.S.) completes its $2.1 billion acquisition of Coram (U.S.)

Bayer S&C client Bayer (Germany) completes its $2.9 billion acquisition of Algeta (Norway)

2014

Valeant PharmaceuticalsS&C client Valeant Pharmaceuticals (Canada) announces its merger proposal to Allergan (U.S.) (later terminated)

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

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

APR MAY JUNE JULY AUG SEPT OCT

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

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

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

AbbVieS&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.)

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

2015

Valeant PharmaceuticalsS&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-profi le 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-profi le commitment so far by a U.S. healthcare fi rm 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 ScienceS&C client Ally Bridge Group Capital Partners (Hong Kong), as leader of the consortium, announces its investment and the consortium’s benefi cial 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 IndustriesS&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 PharmaceuticalsS&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.)

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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 fi ght 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.)

CONMED (U.S.) in its: 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 fi eld 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 fi ght 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.)

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)

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

Stryker (U.S.), who jointly announced with Trauson Holdings Company (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

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

Valeant Pharmaceuticals (Canada) in its:

$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 :

American Dental Partners – Counsel to independent fi nancial adviser to the special committee of the board of directors of American Dental Partners (ADPI) (U.S.) in ADPI’s acquisition by funds affi liated with JLL Partners (U.S.) for approximately $400 million

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

Auxilium Pharmaceuticals – Counsel to fi nancial adviser to Auxilium Pharmaceuticals (U.S.) in its $635 million acquisition of Actient Holdings (U.S.)

BioMimetic Therapeutics – Counsel to fi nancial adviser to BioMimetic Therapeutics (U.S.) in its $140 million business combination with Wright Medical Group (U.S.)

Covidien – Counsel to fi nancial adviser to Covidien (U.S.) in its $42.9 billion acquisition by Medtronic (U.S.)

EKR Therapeutics – Counsel to fi nancial adviser to EKR Therapeutics (U.S.) in its $150 million acquisition by Cornerstone Therapeutics (U.S.)

HealthSouth Corporation – Counsel to fi nancial adviser to HealthSouth Corporation (U.S.) in its $730 million acquisition of the operations of Reliant Hospital Partners (U.S.) and affi liated entities

Hill-Rom Holdings – Counsel to fi nancial adviser to Hill-Rom Holdings (U.S.) $2.05 billion acquisition of Welch Allyn (U.S.)

Hyperion Therapeutics – Counsel to fi nancial adviser to Hyperion Therapeutics (U.S.) in its $1.1 billion acquisition by Horizon Pharma (Ireland)

Johnson & Johnson – Counsel to Goldman Sachs as fi nancial adviser to Johnson & Johnson (U.S.) in its $21.3 billion acquisition of Synthes (Switzerland)

Medica HealthCare Plans – Counsel to fi nancial adviser to Medica HealthCare Plans (U.S.) in its acquisition by United HealthCare Services (U.S.), a subsidiary of UnitedHealth Group (U.S.)

Patterson Companies – Counsel to fi nancial adviser to Patterson Companies (U.S.) in its $1.1 billion acquisition of Animal Health International (U.S.)

STERIS Corporation – Counsel to fi nancial adviser to STERIS Corporation (U.S.) in its $1.9 billion pending acquisition of Synergy Health (U.K.)

St. Jude Medical – Counsel to fi nancial advisor to St. Jude Medical (U.S.) in its $3.4 billion acquisition of Thoratec (U.S.)

Tornier – Counsel to fi nancial adviser to Tornier (Netherlands) in its $3.3 billion merger agreement with Wright Medical Group (U.S.)

ZOLL Medical – Counsel to Brown Brothers Harriman as fi nancial adviser to ZOLL Medical (U.S.) in its $2.21 billion acquisition by Asahi Kasei (Japan)

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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 benefi t 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.

ACQUIRER TARGET DATE VALUE ($ millions)

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

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

Actavis PLC (Ireland) Allergan (U.S.) 2015 66,404

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

Pfi zer (U.S.) Wyeth (U.S.) 2009 64,480

Pfi zer (U.S.) Pharmacia* (U.S.) 2002 60,704

Novartis (Switzerland) Alcon* (U.S.) 2011 50,425***

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

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

Roche Holding** (Switzerland) Genentech (U.S.) 2008 46,695

Source: Thomson Reuters, August 6, 2015* Representing the company identifi ed** Representing the fi nancial adviser to the company identifi ed*** 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 six of the 10 largest healthcare M&A deals to date.

Industry Sector Experience

Pharmaceuticals (Branded and Generics)

Pharmaceutical Benefi ts Management

Life Sciences

Medtech

Medical Information Systems and Technology

Healthcare Services and Providers

Health Insurance (Government-sponsored and Private)

Real Estate

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 signifi cant 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 fi rst tier fi rm 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 prolifi cally 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 fi nest corporate/M&A outfi ts, 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

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+1-212-558-4048aquilaf@sullcrom.com

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

Steven J. ElliottNew York+1-212-558-7446elliotts@sullcrom.com

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

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

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

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

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

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

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

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

Keith A. Pagnani

Co-Head Healthcare & Life SciencesNew York+1-212-558-4397pagnanik@sullcrom.com

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

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

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

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

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

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

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