For many years, Davis Polk has been advising clients – ranging from the world’s largest healthcare companies to startups – with a focus on pharmaceuticals, biotechnology, diagnostics, medical devices and healthcare equipment, genetics, and other areas.

We have consistently helped our clients achieve their strategic objectives in a wide variety of transactions through ever-changing market and regulatory conditions. Through our broad transactional experience, we understand the complex issues that pharmaceutical and biotechnology companies face in acquisitions, financings, divestitures, joint ventures, partnerships, strategic alliances, licensing arrangements, collaborations, distribution agreements, internal investigations and litigation.

Our pharmaceutical and biotechnology clients also benefit from our related practices across a number of disciplines, including antitrust and competition, intellectual property, FCPA/U.K. Bribery Act advice, tax and executive compensation.

We have advised on some of the industry's most high-profile transactions. View our recent experience in:

Equity

• Mylan N.V. ($2 billion). We advised the joint book-running managers on Mylan N.V.’s $2 billion SEC-registered secondary offering. Mylan is a global pharmaceutical company 
• Acadia Healthcare Company, Inc. ($1.9 billion). We advised the underwriters on aggregate $1.9 billion of common stock offerings by Acadia Healthcare Company, which provides inpatient behavioral healthcare services in the United States
• Anthem ($1.25 billion). We advised the joint bookrunners on a $1.25 billion SEC-registered offering of equity units by Anthem, one of the nation’s leading health benefits companies 
• Patheon N.V. ($719 million). We advised the joint book-running managers and representatives of the several underwriters on a $719 million IPO and listing on the NYSE by Patheon, a global provider of pharmaceutical development and manufacturing services 
• Biotoscana Investments ($377.7 million). We advised Biotoscana Investments, a Latin American integrated pharmaceutical company, on its $377.7 million IPO and listing on the São Paulo Stock Exchange

Debt

• Medtronic ($29 billion). We advised the lead managers on aggregate $29 billion offerings of notes since 2010 by Medtronic, a Minnesota-based manufacturer and marketer of medical devices
• Merck & Co. ($25.7 billion). We advised the underwriters on aggregate $25.7 billion offerings of notes since 2009 by Merck & Co., a global health care company that delivers innovative health solutions through its prescription medicines, vaccines, biologic therapies, animal health, and consumer care products, which it markets directly and through its joint ventures
• AbbVie Inc. ($24.5 billion). We advised the underwriters on aggregate $24.5 billion offerings of notes since 2015 by AbbVie, a global research-based biopharmaceutical company. 
• Celgene ($19 billion) We advised the joint book-running managers on aggregate $19 billion SEC-registered offerings of notes since 2010 by Celgene, a global integrated biopharmaceutical company primarily engaged in the discovery, development and commercialization of therapies designed to treat cancer and immune-inflammatory-related diseases.
• Roche Group ($16.5 billion). We advised the Roche Group on a Rule 144A/Regulation S issuance of senior fixed- and floating-rate notes. The notes were issued by Roche Holdings and guaranteed by Roche Holding Ltd, the Swiss parent company of an international research-intensive health care group. At the time, this was the largest corporate bond sale in history

• Aetna ($77 billion). We advised Aetna on its acquisition by CVS Health, a pharmacy innovation company helping people on their path to better health.
• Shire ($64.4 billion). We advised Shire, a global leader in serving patients with rare diseases, on its acquisition by Takeda, a global, research and development-driven pharmaceutical company headquartered in Japan.
• Pfizer ($24.6 billion). We advised Pfizer on the pending combination of its off-patent branded and generic established medicines business, Upjohn, with Mylan, one of the world’s largest producers of active pharmaceutical ingredients, in a Reverse Morris Trust.
• Roche ($12.9 billion). We advised Roche on its:
  • pending $4.3 billion acquisition of Spark Therapeutics, a biotechnology company committed to discovering, developing and delivering gene therapies for genetic diseases
  • pending $1.4 billion acquisition of Promedior, a clinical stage biotechnology company pioneering the development of targeted therapeutics to treat diseases involving fibrosis.
  • $5.3 billion acquisition of Foundation Medicine, a company dedicated to the transformation of cancer care
• Takeda ($5.3 billion). We advised Takeda, a global, research and development-driven pharmaceutical company, on its sale of Xiidra, a prescription treatment for both signs and symptoms of dry eye disease, to Novartis, one of the world's largest pharmaceutical companies.
• Advanced Accelerator Applications ($3.9 billion). We advised Advanced Accelerator Applications, an innovative radiopharmaceutical company developing, producing and commercializing molecular nuclear medicine theragnostics, on its acquisition by Novartis, a provider of innovative medicines, cost-saving generic and biosimilar pharmaceuticals, and eye care.
• Bristol Myers Squibb. We advised Bristol Myers Squibb on its divestitures of assets relating to various pharmaceutical products.
• Novo Nordisk. We advised Novo Nordisk, a global Healthcare company with 95 years of innovation and leadership in diabetes care, on a number of recent transactions.

• Aetna. We advised Aetna on its:
  • $16.2 billion 364-day senior unsecured bridge loan facility for the $37 billion acquisition of Humana 
  • $3.2 billion senior unsecured term loan credit agreement
  • $2 billion five-year unsecured revolving credit agreement
  • $1.5 billion senior five-year revolving credit facility
• Royalty Pharma. We advised Royalty Pharma on its:
  • $6 billion in term loans
  • $2.7 billion unsecured bridge loan facility for the acquisition of royalties relating to drugs for the treatment of cystic fibrosis developed by Vertex Pharmaceuticals
  • $2.8 billion refinancing of term loans
• Mylan N.V. We advised the arrangers on a:
  • $10.05 billion unsecured bridge credit facility for Mylan N.V.’s acquisition of Meda AB
  • $14 billion bridge credit facility for Mylan N.V.’s acquisition of Perrigo Company plc
• Merck & Co. We advised the arrangers on a: 
  • $6 billion five-year revolving credit facility for Merck & Co.
  • $2 billion four-year revolving credit facility and a $2 billion 364-day revolving credit facility for Merck & Co.
• Abbott Laboratories. We advised the arrangers on a:
  • $17.2 billion senior unsecured bridge term loan facility and a $2 billion senior unsecured bridge term loan facility for Abbott Laboratories’ acquisition of St. Jude Medical
  • $2.8 billion senior unsecured term loan facility for Abbott Laboratories’ proposed acquisition of Alere
  • AbbVie ($18.2 billion). We advised the arrangers on an $18 billion senior unsecured bridge loan facility for AbbVie’s $21 billion acquisition of Pharmacyclics
• CityMD ($255 million). We advised the arrangers on a $225 million senior secured term loan facility and a $30 million senior secured revolving credit facility for Warburg Pincus’ acquisition of CityMD

• AstraZeneca. We advised AstraZeneca on its: 
  • License, distribution and supply arrangements between Optimer Pharmaceuticals and AstraZeneca on the commercialization of Fidaxomicin in Latin America
• AC Immune. We advised AC Immune on its collaboration with Biogen to develop PET-ligands for two protein targets involved in pathogenesis of neurodegenerative diseases - alpha-synuclein and TDP43
• Roche. We advised Roche on its:
  • Broad strategic collaboration with Foundation Medicine in the field of molecular information oncology Option to acquire and research collaboration with Janus Biotherapeutics for the development of small molecule toll-like receptor (TLR) inhibitors
  • Alliance with Alnylam Pharmaceuticals in which Roche obtained a nonexclusive license to Alnylam’s technology platform for developing RNAi therapeutics
  • Alliance with Alnylam under which Roche received a non-exclusive license to Alnylam's technology to develop RNAi therapeutics for oncology, as well as respiratory, metabolic and certain liver diseases
  • Antibiotics partnership with Spero Therapeutics, LLC under which Roche will provide nondilutive R&D funding to Spero
• Shionogi. We advised Shionogi on its collaboration and license agreement between Shionogi and Egalet for the development and potential commercialization of multiple oral abuse-deterrent hydrocodone opioid product candidates
• Warner Chilcott. We advised Warner Chilcott on the: 
  • Amendment to the Actonel global collaboration agreement with Sanofi, as a result of which Warner Chilcott took full operational control over the promotion, marketing and R&D decisions for Actonel in the United States and Puerto Rico and related distribution agreement
  • Repurchase by LEO Pharma of Warner Chilcott’s exclusive product licensing rights in the United States to its topical psoriasis treatments—Taclonex®, Taclonex Scalp®, Dovonex®—as well as rights to all products in LEO’s development pipeline, and purchase of all inventories of the products
  • Purchase of the U.S. rights to Enablex from Novartis and agreement to terminate its co-promotion agreement with Novartis 
• Zealand Pharma. We advised Zealand Pharma on its Partnering agreement between Zealand Pharma and Helsinn Healthcare for the development and commercialization of a glucagon-like peptide-2 receptor agonist for the treatment of debilitating side effects of chemotherapy