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mwe.com/lifesciencesinvestment LIFE SCIENCES INVESTMENT Uncover new opportunities. Develop winning strategies. Maximize long-term value.

LIFE SCIENCES INVESTMENT

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Page 1: LIFE SCIENCES INVESTMENT

mwe.com/lifesciencesinvestment

LIFE SCIENCES INVESTMENTUncover new opportunities. Develop winning strategies. Maximize long-term value.

Page 2: LIFE SCIENCES INVESTMENT
Page 3: LIFE SCIENCES INVESTMENT

LIFE SCIENCES INVESTMENT

The life sciences sector is ripe with opportunity for investors that can navigate the complex regulatory landscape and fast-paced deal environment. We move at the pace of innovation to help you capture the opportunities that will take your life sciences investments further.

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“A well-established and highly respected healthcare powerhouse."Chambers USA 2019

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WHY McDERMOTT

We partner with investors and operators at the forefront of life sciences innovation to help clear your path to success. Leveraging the strength our integrated, cross-functional global team of highly recognized intellectual property, regulatory, transactional, tax, competition and litigation lawyers, we work seamlessly as both deal and diligence counsel to create tailored solutions that help secure your investment and maximize its profitability at every stage of the transaction.

• Leveraged Buyouts, Growth Equity and Early Stage Investments

• Cross-Border Transactions

• IP, FDA, Compliance & Reimbursement Diligence and Counseling

• Platform Structuring and Growth

• IP Transactions, Licensing and Litigation

• Exit Transactions

Page 4: LIFE SCIENCES INVESTMENT

HELPING YOU GO FURTHER

FACILITATING CONNECTIONS WITH PURPOSE

The most complex transactions require the most precise attention. McDermott's Life Sciences Team has demonstrated success advising investors and consolidators across the industry. Working with our highly recognized FDA regulatory, tax, competition and IP colleagues, we offer comprehensive, integrated services to successfully negotiate and close deals on behalf of life sciences businesses large and small, worldwide.

PROPELLING YOU TOWARD YOUR GOALS.

We’re a mission focused team of industry leading life sciences lawyers with a passion for our work and extensive experience in the life sciences arena across U.S. and international venture capital and private equity investment, M&A, licensing and collaboration, intellectual property, FDA/regulatory, reimbursement, transactional, litigation, tax and employment law.

A TRUSTED PARTNER FOR LIFE SCIENCES INVESTORS.

We foster long-term relationships with leading VCs, corporate venture capital arms, PE firms and family offices, as well as bankers, CMS and non-governmental players, small and large biotechs and pharmas, and others in the life sciences ecosystem. We serve as a trusted advisor on deals, investments and IPO’s, in addition to serving as external general counsel to portfolio companies on day-to-day legal matters – from both a risk management and business perspective.

CROSS-BORDER CAPABILITIES.

Through our 21 global offices (11 in the U.S.; 10 overseas), our team’s geographic reach in the United States, Europe and Asia allows us to advise effectively on cross-border transactions, including on the regulatory and tax implications of cross-border deals.

LEVERAGING INDUSTRY KNOWLEDGE TO CREATE TAILORED SOLUTIONS.

We understand that each deal presents its own set of opportunities and risks. To keep you at the forefront of the latest market developments, our practical and business-oriented advice is backed by the cohesive blend of our extensive life sciences industry experience, our leading health care practice, and our transactional, IP and regulatory bench strength.

ENHANCING YOUR INVESTMENT SECURITY.

Our team is a recognized leader in performing in-depth assessments of FDA/regulatory compliance, intellectual property and reimbursement status for investors in the life sciences sectors.

Comprehensive legal solutions to support healthcare and life sciences investments and operations

Page 5: LIFE SCIENCES INVESTMENT

PROVEN EXPERIENCELIFE SCIENCES INVESTMENT

Merck Global Health Innovation Fund in connection with various life sciences investments.

LIFE SCIENCES

Advent Life Sciences, a UK-based venture capital fund, in its investment in a Series C financing of Moximed, Inc., a California-based developer of shock-absorbing knee implants.

MEDICAL DEVICE

Novartis Venture Fund, Lilly Ventures and Enso Ventures in their investment in Cavion, Inc.

PHARMACEUTICALS

Aisling Capital, a leading life sciences investment firm, as the founding shareholder of LoxoOncology and its subsequent investments into the company through to the $8 billion sale of Loxo Oncology to Eli Lilly & Co. in 2019.

PHARMACEUTICALS

MTS Health Investors in its investment for a majority stake in Celerion Holdings, Inc., a clinical research organization specializing in early stage clinical trials.

CLINICAL RESEARCH

TVM Life Science Management Inc. in a Series C round for Emovi, a Montréal-based technology company offering medical solutions for joints assessments.

TECHNOLOGY

OrbiMed IP due diligence counsel for its investment in Galecto Biotech.

BIOTECHNOLOGY

Arix Biosciences IP due diligence counsel for its investment in Velos Bio, a biotechnology startup.

BIOTECHNOLOGY

ENB Therapeutics, a company developing drugs for use in treating melanoma and brain cancer in its venture capital financing.

BIOTECHNOLOGY

Bioprojet Pharma in its participation in a $270 million Series A financing of Harmony Biosciences, and in its license of the drug Pitolisant to Harmony

MEDICAL DEVICE

Neurovance, a company focused on developing a novel ADHD therapy, in its many venture capital financings during a 7 year period.

PHARMACEUTICALS

Varian Medical Systems, a radiation oncology treatments and software company, in various venture capital transactions

MEDICAL DEVICES

AT A GLANCE• 225+ dedicated corporate lawyers

in 20 global offices

• Ranked year-after-year in industry league tables; routinely handle heavy deal volume, with 305+ transactions completed in 2018

• Top 10 most active law firms (by deal volume) in M&A within the US and globally, Global League Tables, Pitchbook 2018

• Tier 1 M&A: Corporate & Commercial: Middle Market, Legal 500 US 2018

• 60+ venture capital/private equity firms represented

• #1 in Health PE (Pitchbook, 2017 and 2018)

• 30 + years of experience counseling venture capital/private equity investors

• 100+ McDermott-hosted events and programs annually

(NYSE American: CANF) (March 2018) – as issuer counsel in a $5,000,000 registered direct offering and concurrent private placement.

BIOTECHNOLOGY

Cellect Biotechnology (Nasdaq: APOP) (January 2018) – as issuer counsel in a $4,000,000 registered direct offering and concurrent private placement.

BIOTECHNOLOGY

General Atlantic, a global growth equity firm, as a purchaser of convertible debt in Ginkgo Bioworks, Inc., a Boston-based synthetic biology company that designs and licenses DNA code for custom designed organisms.

SYNTHETIC BIOLOGY

Page 6: LIFE SCIENCES INVESTMENT

LIFE SCIENCES MERGERS & ACQUISITIONSPROVEN EXPERIENCE

Celerion, Inc. in the acquisition of Assign Clinical Research GmbH, a contract research organization based in Austria with global operations.

PHARMA SERVICES

IP counsel to Novartis in multi-billion dollar sales of vaccines businesses to GSK and to CSL.

PHARMACEUTICALS

Medtronic in the acquisition of Aircraft Medical Limited, a private company which develops and produces high-quality medical devices.

MEDICAL DEVICES

Antitrust counsel for Amgen on dozens of M&A transactions.

BIOTECHNOLOGY

Praxair Gases UK Limited, a subsidiary of Praxair, Inc. (NYSE: PX), in its acquisition of UK-based medical devices manufacturer NOxBOXLtd.

MEDICAL DEVICES

Siegfried AG, a leading manufacturer of active pharmaceutical ingredients, in its acquisition of Alliance Medical Products Inc., a contract manufacturer to the pharmaceutical industry.

PHARMACEUTICALS

PerkinElmer Inc. in a $35 million acquisition of a 50% joint venture interest and related assets from Danaher Corporation.

LAB TOOLS

Covidien, a leading global health care products company, in connection with its acquisition of a controlling stake in Changzhou Kangdi Medical Stapler Co., Ltd.

BIOTECHNOLOGY

Represented Baxter International Inc. in acquisition from Mallinckrodt PLC of two hemostasis product lines

MEDICAL DEVICE

Immune Targeting Systems, a UK company owned by HealthCap, Truffle Ventures and Novartis Venture Fund, in its merger with Vaxin, Inc.

PHARMACEUTICALS

Immune Targeting Systems

Acted for Straumann in its strategic acquisition of ClearCorrect, the largest and most significant transaction in Straumann’shistory

MEDICAL DEVICES

Neurovance, a company focused on developing a novel ADHD therapy, in its sale to Japan-based Otsuka Pharmaceutical.

PHARMACEUTICALS

Great Point Partners in the sale of its portfolio company, Clinical Supplies Management (CSM), to Clinigen, a UK-based specialty pharmaceutical and services company.

PHARMACEUTICALS

Eli Lilly and Company (NYSE: LLY) with multiple transactions, including the acquisitions of Pacific Biotech Inc. for $135 million and Devices for Vascular Intervention Inc. for $120 million

PHARMACEUTICALS

Medical Specialties Distributors, LLC, a portfolio company of Water Street Healthcare Partners, in the acquisition of substantially all of the assets of Medical Technology Resources, LLC.

MEDICAL DEVICE

EPiX Therapeutics, Inc., a privately-held medical device company, in its proposed sale to Medtronic plc (NYSE: MDT), one of the world’s largest medical device companies,

MEDICAL DEVICE

Page 7: LIFE SCIENCES INVESTMENT

SELECT PRIVATE EQUITY CLIENTS

• Abry Partners

• Advent International

• Aisling Capital

• Alvarez & Marsal Capital Partners

• Apax Partners

• Ares Management

• AUCTUS Capital Partners

• Audax Private Equity

• Baird Capital Partners

• Beecken Petty O’Keefe & Co.

• The Beekman Group

• Bison Capital Asset Management

• Blackstone Group

• Blue Canyon Capital

• Blue Sea Capital

• Boyne Capital Partners

• Cinven

• Cobepa North America, Inc.

• Comvest Partners

• Cressey & Company

• Frazier Healthcare Partners

• Gauge Capital

• Goldman, Sachs & Co.

• Great Point Partners

• Harvest Partners

• H.I.G. Capital

• Huron Consulting Group

• J.W. Childs Equity Partners

• Linden Capital Partners

• Lindsay Goldberg

• Madison Dearborn Partners

• Martis Capital

• Moelis Capital Partners

• MTS Health Partners

• New Mainstream Capital

• NMS Capital

• Pouschine Cook Capital Management

• Quad-C Management, Inc.

• The Riverside Company

• Riverside Partners

• Summit Partners

• TVM Life Sciences Management Company

• UDG

• Water Street Healthcare Partners

• Waud Capital

• WindRose Health Investors

• The Vistria Group

Representing the industry’s leading private equity firms with their healthcare and life sciences investments

# of private equity firms McDermott has acted as repeat deal counsel 60+

Page 8: LIFE SCIENCES INVESTMENT

“Easily the best firm to work with in the field... an unmatched leader across the board."

– The Legal 500 United States 2018, Client Reference

transactions completed in 2018

Tier 1 Health Rankings in all of the industry’s top legal directories since 2010

“Health Team of the Year”Chambers USA 2019 (4x winner), Law 360 2019, U.S. News/Best Lawyers 2019

#1 Firm for Healthcare PE DealsPitchbook 2018

Healthcare and Life Sciences Deal of the Year ($100MM+) $1.25 billion Steward Health Care System transaction with Medical Properties Trust, Inc., M&A Advisor 2017

Top 10 for US private equity buyoutsMergermarket 2017

13 McDermott lawyers named “Life Sciences Stars”LMG Life Sciences 2019

20+130+ dedicatedlife sciences lawyers

offices across three continents 305+

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OFFICE LOCATIONSBOSTON BRUSSELS CHICAGO DALLAS28 State Street Boston, MA 02109-1775USATel +1 617 535 4000Fax +1 617 535 3800

Avenue des Nerviens 9 - 311040 BrusselsBelgiumTel +32 2 230 50 59 Fax +32 2 230 57 13

444 West Lake StreetChicago, IL 60606-0029USATel +1 312 372 2000Fax +1 312 984 7700

2501 North Harwood StreetSuite 1900Dallas, TX 75201-1664USATel +1 214 295 8000Fax +1 972 232 3098

DÜSSELDORF FRANKFURT HOUSTON LONDONStadttor 140219 DüsseldorfGermanyTel +49 211 30211 0Fax +49 211 30211 555

Feldbergstraße 3560323 Frankfurt a. M.GermanyTel +49 69 951145 0Fax +49 69 271599 633

Two Allen Center1200 Smith StreetSuite 1600Houston, TX 77002-4403USATel +1 713 653 1700 Fax +1 972 232 3098

110 BishopsgateLondon EC2N 4AYTel +44 20 7577 6900Fax +44 20 7577 6950

LOS ANGELES MIAMI MILAN MUNICH2049 Century Park EastSuite 3200Los Angeles, CA 90067-3206USATel +1 310 277 4110Fax +1 310 277 4730

333 SE 2nd Avenue Suite 4500Miami, FL 33131-2184USATel +1 305 358 3500Fax +1 305 347 6500

Via Dante 1520123 MilanItalyTel +39 02 36575701Fax +39 02 36575757

Nymphenburger Str. 380335 MunichGermanyTel +49 89 12712 0Fax +49 89 12712 111

NEW YORK ORANGE COUNTY PARIS SAN FRANCISCO340 Madison AvenueNew York, NY 10173-1922USATel +1 212 547 5400Fax +1 212 547 5444

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415 Mission StreetSuite 5600San Francisco, CA 94105-2533USATel +1 628 218 3800Fax +1 628 218 3900

SHANGHAI SILICON VALLEY WASHINGTON, DC WILMINGTONMWE China Law OfficesStrategic alliance with McDermott Will & Emery28th Floor Jin Mao Building88 Century BoulevardShanghai Pudong New AreaP.R.China 200121Tel +86 21 6105 0500Fax +86 21 6105 0501

275 Middlefield RoadSuite 100Menlo Park, CA 94025-4004USATel +1 650 815 7400Fax +1 650 815 7401

The McDermott Building500 North Capitol Street, NW Washington, DC 20001-1531USATel +1 202 756 8000Fax +1 202 756 808

1007 North Orange Street4th FloorWilmington, DE 19801USATel +1 202 756 8950Fax +1 202 756 8087

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©2019 McDermott Will & Emery. McDermott Will & Emery conducts its practice through separate legal entities in each of the countries where it has offices. For a complete list visit mwe.com/legalnotices. This may be considered attorney advertising. Prior results do not guarantee a similar outcome.

mwe.com/lifesciencesinvestment