Gibson Dunn's corporate and transactional practice in health care and life sciences includes both domestic and international public and private mergers and acquisitions.  In addition, we advise our health care and life sciences clients on financings, securities offerings, corporate governance, licensing, development and distributorship arrangements.  Drawing upon the vast resources of our Firm, we are able to provide our health care and life sciences clients a broad range of specialized expertise (e.g., intellectual property, securities, tax, antitrust) required in connection with their corporate matters.  Our health care and life sciences corporate and finance clients include hospital owners, technology providers, laboratories, pharmaceutical companies, biotech and biochemical companies, medical device manufacturers, private equity investors, HMOs and large physician groups, among others.

Representative Health Care and Life Sciences Transactional Engagements in the US and Europe

Apria Healthcare Group, Inc.:  We represented Apria Healthcare in its acquisition of Coram, Inc., a provider of home infusion and specialty pharmaceutical services.

Allergan:  We represented Allergan in its $3.2 billion acquisition of Inamed as well as its $1.1 billion credit facility to refinance the acquisition.

I-Flow Corporation:  We have represented this medical device manufacturer in numerous transactions, including its sales of Spinal Specialities to Integra Life Sciences Holdings and InfuSystem to HAPC (formerly Healthcare Acquisition Partners Corporation).

St. Jude Medical, Inc.:  We represent this medical device manufacturer in its major acquisitions and investments, including a $1.3 billion tender offer for Advanced Neuromodulation Systems, Inc. and other acquisitions of public and private companies.

SNIA:  We have advised SNIA, a major Italian holding company in the chemical and medical industries, in the:  

• acquisition of Sanofi-Synthélabo's worldwide cardiac devices business. This was both an asset and a share transaction involving antitrust issues in several jurisdictions;
• divestiture of its nuclear medicine business to the U.K. group, Amersham; and 
• negotiation of its joint venture relationship with Rhône Poulenc in the chemical field.

Chiron Corporation (Novartis):  We have represented Chiron in connection with various acquisition, research and development, license, distribution, manufacturing and other commercial agreements, including the:

• acquisition of Prion Solutions, Inc., a company engaged in the development of technology for screening for "mad cow disease" in human blood donations;
• development and license agreement with ZymeQuest Inc. to develop and commercialize a technology that converts groups A, B and AB red blood cells to group O universal donor red blood cells; and 
• license, development and supply agreement with Infectio Diagnostic Inc. that involved technology for the rapid detection of bacterial contamination in platelets and blood products.

GE Medical Systems:  We have represented GE Medical Systems in over 30 transactions involving the business of design, manufacture and sale of medical devices such as CT scanners, MRI, X-ray and nuclear medicine.  These transactions have included acquisitions and dispositions (public and private), joint ventures and commercial agreements, among others, in the U.S. and abroad, including the:

• transfer of its manufacturing of nuclear medicine equipment business via a contribution of assets and in the negotiation of the related sourcing agreement with the purchaser;
• acquisition of Positron Corporation's cardiac PET software;
• investment in SurgiVision; and
• strategic relationship with Sopha Medical Vision.

WellChoice, Inc.:  We represented WellChoice in its sale to Well Point.

Lazard Capital Markets:  We advised Lazard in connection with Gilead Sciences' acquisition of pharmaceutical company Myogen and Solexa's acquisition by gene-testing company Illumina.

Trinity Health Care, LLC:  We represented Trinity in its acquisition of diagnostic imaging centers from the Comprehensive Medical Imaging business unit of Cardinal Health.

Lehman Brothers:  We advised Lehman Brothers on Kindred's joint venture/spin-off of its pharmaceutical business and on Beverly Enterprises' sale via auction to Fillmore Strategic Investors.

Green Equity Investors III, L.P.:  We represented this private equity group in its leveraged buyout of Phoenix Scientific Inc., a manufacturer of generic pharmaceuticals for animals.

DB Capital Partners, Inc.:  We represented this private equity group in its acquisition of Murine, maker of eye drop products, by Prestige Brand International.

Investcorp Bank E.C.:  We represented this private equity group in its acquisition of Zeneca Specialties and Harborside Healthcare.

Tenet Healthcare:  We have represented Tenet in connection with a variety of M&A and strategic transactions as well as numerous financings, including the:

• acquisition in bankruptcy court of eight Philadelphia hospitals owned by AHERF, a bankrupt non-profit entity;
• sale of stock in various portfolio companies to Saints Capital;
• acquisition of e-Vitro;
• spinoff of Broadlane, Tenet's group purchasing organization; and
• senior secured revolving credit facility.

Aisling Capital:   We represented Aisling Capital in its bid for assets in bankruptcy 363 sale of Nobex Corporation.

Perseus-Soros Biopharmaceutical Fund:  We have represented this fund in connection with its loan to Cengent Therapeutics, Inc.

UBS Investment Bank:  We advised UBS on IMS Health Inc.'s proposed $7 billion sale to VNU N.V.

MedicaLogic/Medscape:  We have represented this client in its sale of a medical advice website to WebMD, its sale of electronic medical records business to GE Medical Systems, Inc. and in chapter 11 bankruptcy cases.

Pediatrix Medical Group:  We advise this client on practice group acquisitions (neonatology and pediatric cardiology) and associated hospital services agreements. 

Kranich Vermögensund Beteiligungsverwaltungs GmbH:  We represented this client in its strategic investment in Therion, a biotech company. 

Recordati (S.p.A.):  We represented this Italian pharmaceutical company in its acquisition of the Bouchara pharmaceutical group and in its tender offer for Polfa Kutno, the first unsolicited offer for a Polish company, and subsequent sale to Ivax Corp. 

Edwards Lifesciences Corporation:  We represented Edwards Lifesciences Corporation in numerous M&A and strategic transactions, including the:

• acquisition of Percutaneous Valve Technologies;
• sale of its angiogenesis program to Sangamo BioSciences; and
• sale of its Lifespan® ePTFE vascular graft business to Angiotech Pharmaceuticals. 

Graham-Field Health Products, Inc.:  We represented this client in the sale of Prism Technologies subsidiary.

Tyco International Ltd.:  We represented Tyco in connection with its separation into three independent, publicly traded companies, a massive and complex transaction in which Tyco's successful liability management program was a key element.  We also represented Tyco in its related spin-off of health care subsidiary Covidien. 

We have also represented numerous other clients, such as Herbalife Ltd., Harborside Healthcare, SkyePharma PLC, Quidel, Anabolic Labs and Broadlane in a variety of mergers, acquisitions and dispositions.

Capital Markets Experience in Health Care/Life Sciences

Our Health Care Capital Markets Practice has extensive experience representing issuers, underwriters, initial purchasers and placement agents across all major sectors of the health care industry, including biotechnology and life sciences, pharmaceuticals, managed care, health care services, medical devices, health care IT and health care REITs.

Our strong industry focus allows for a more effective and efficient transaction process resulting in less time bringing lawyers up the health care industry learning curve, as well as more focused drafting of prospectuses and other disclosure documents, a more efficient due diligence process, and an ability to better focus on intellectual property and health care regulatory issues.

Our health care capital markets lawyers draw upon Gibson Dunn's extensive experience representing clients in a wide variety of health care IP transactions and litigations and in governmental investigations, civil litigations and criminal proceedings involving false claims, billing, reimbursement, fraud and abuse, compliance and regulatory issues, securities litigation, consumer litigation and antitrust issues involving health care industry participants.

Trizetto Group:  We represented Trizetto Group in a $200 million Rule 144A offering of convertible senior notes, and related call spread transaction.

United Therapeutics:  We represented United Therapeutics in a $210 million Rule 144A offering of convertible senior notes, and related call spread transaction.

Thoratec Corporation:  We represented Thoratec in a $215 million Rule 144A offering of convertible senior subordinated notes.

Apria Healthcare:  We represented Apria Healthcare in a $200 million Rule 144A offering of convertible senior notes.

La Jolla Pharmaceutical Company:  We represented La Jolla Pharmaceutical in multiple common stock offerings.

Advancis Pharmaceutical Corporation:  We represented Advancis, a pharmaceutical company focused on developing and commercializing anti-infective drug products, in two private placements of common stock.*

Eli Lilly and Company:  We represented Eli Lilly in a $2.5 billion dollar dual tranche public offering of fixed rate notes, Rule 144A offerings of $3.0 billion of extendible and floating rate notes and an $825 million dollar dual tranche Rule 144A/Regulation S offering of capital (hybrid) securities.*

Illumina, Inc.:  We represented Illumina, a leading developer and manufacturer of life science analytic tools, in connection with a $325 million convertible bond offering, and a related convertible bond hedge (call spread) transaction.*

MedImmune, Inc.:  We represented MedImmune, a leading biotechnology company, in connection with multiple convertible bond offerings raising an aggregate of approximately $1.6 billion in gross proceeds, as well as in related convertible bond hedge (call spread) and share repurchase transactions.*

Omnicare, Inc.:  RWe presented Omnicare, an institutional pharmacy services company, in connection with a $375 million Rule 144A high yield debt offering.*

UBS Investment Bank:  We represented UBS and the other underwriters and initial purchasers in connection with numerous health care capital markets transactions, including:

• the U.S. initial public offering and concurrent follow-on public offering in Canada by Systems Xcellence Inc., a Canadian-based health care information technology company;*
• the initial public offering of Iomai Corporation, a biotechnology company focused on the development of vaccines and immunostimulants delivered to the skin;*
• a follow-on equity offering by Dendreon Corporation, a biotechnology company focused on the development and commercialization of cancer vaccines;*
• a convertible debt offering by Genzyme Corporation, a leading biotechnology company;*
• a convertible debt offering by Millipore Corporation, a leading provider of technologies, tools and services to the life sciences, biotechnology and pharmaceutical industries;* and
• a high yield debt offering by Matria Healthcare, Inc., a disease management company focused on major chronic diseases.*

Credit Suisse:  We represented Credit Suisse and the other underwriters in connection with the initial public offering of ViaCell, Inc., a biotechnology company focused on stem cell therapeutics.*

Piper Jaffray:  We represented Piper Jaffray and the other underwriters in a follow-on equity offering by Langer, Inc., a leading provider of orthopedic, orthotic and prosthetic products.*

* All transactions noted were handled by attorney prior to joining Gibson, Dunn & Crutcher.

Other Significant Health Care/Life Sciences Corporate Experience

In addition to the transactional work described above, Gibson Dunn provides an array of other services to its health care and life sciences clients.  We advise clients such as Broadlane, Cardinal Health, United Therapeutics, Barr Pharmaceuticals, Herbalife Ltd., CardioGenesis, Care Wise Medical Corp., Thoratec Corp., Helix Medical and Anabolic Labs on corporate governance, securities, licensing and other general corporate matters.  We also provide patent prosecution and other intellectual property advice to clients such as Broadlane, CareWise Medical, Lombard Medical Technologies, Pare Surgical and Cerapedics.