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Wilson Sonsini Goodrich & Rosati

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1 Wilson Sonsini Goodrich & Rosati
July 2012

2 Unparalleled Experience and Resources
Firm Overview Our Focus Unparalleled Experience and Resources Provide value-added legal services to technology, life sciences, and growth enterprises worldwide, as well as the investors that finance them Represent multi-billion dollar global enterprises as well as venture-backed start-up companies Serve the principal challenges faced by management and board of directors of business enterprises Act as a strategic business partner to a diversified client base Exceptional understanding of the financial, regulatory, and industry environments important to our clients Represent more companies that receive venture financing than any other law firm Represent more technology companies in mergers and acquisitions than any other law firm Advise more U.S. companies on their initial public offerings than any other law firm Advise more than 300 public enterprises on issues of corporate law, securities, and corporate governance Most frequently hired securities litigation firm in the country Largest IP law practice in Silicon Valley Over 100 patent infringement lawsuits successfully litigated throughout the U.S. over the last five years A proven record of success, making us recognized leaders in fields such as: Corporate governance Public and private offerings of equity and debt securities Mergers and acquisitions Antitrust and trade regulation Securities class action litigation Intellectual property litigation Joint ventures and strategic alliances Technology licensing and other intellectual property transactions Select Clients Adding logos

3 Approximately 650 attorneys
Our Footprint Founded in 1961 Approximately 650 attorneys Seattle New York Brussels Georgetown, DE San Francisco D.C. Palo Alto Shanghai San Diego Hong Kong Austin = Wilson Sonsini Goodrich & Rosati offices

4 Comprehensive Services for the Business Enterprise
Integrated, Efficient Team Technology Transactions Mergers & Acquisitions Technology Industry Thought Leaders Corporate Law & Governance/ Corporate Finance Tax Board of Directors Long History of Team Collaboration Business Understanding Management and In-House Counsel International Employment Law Antitrust & Trade Regulation Holistic Client Focus Across All Functions Litigation Scalability Numerous additional areas of expertise, such as: Consumer Regulatory & Privacy Employee Benefits & Compensation Export Controls Global Outsourcing Transactions IP Counseling Patent Litigation Project Finance Real Estate & Environmental Securities Litigation Trademarks, Copyrights & Advertising White Collar Crime & Government Investigations

5 Business Model Providing experienced representation tailored to clients’ unique needs at every stage of growth IPO/Early Public Company Multibillion-Dollar Global/Mature Public Company Entrepreneur/ Start-up/ Venture Capital Complex Business Litigation Antitrust Securities Litigation White Collar Crime & Government Investigations Project Development & Finance Debt Finance Mergers, Acquisitions & Business Realignments Intellectual Property Litigation Intellectual Property Counseling & Patents Trademarks, Copyrights & Advertising Fund Services Venture Financing Early Corporate Organization Global Outsourcing Transactions Corporate Governance Public Company Disclosure & Reporting Export Controls Tax – Domestic & International Public Offerings Real Estate & Environmental Employment Law FDA Regulatory & Healthcare Law Technology Licensing & Transactions Employee Benefits & Compensation Pro Bono Consumer Regulatory & Privacy

6 On the Forefront of the Life Sciences Industry
Life Sciences Practice Our Focus Our dedicated life sciences practices include: Corporate securities Mergers & acquisitions Patent counseling and prosecution Partnering transactions Global generics Drug & device regulatory Intellectual property litigation Pharmaceutical antitrust Experience representing medical device, diagnostic, biotechnology, pharmaceutical, global generics, medical information services, and healthcare companies at all stages of development Broad experience addressing the business and legal issues facing life sciences companies Integrated practice, with technology transactions, patent, regulatory, and corporate finance attorneys specializing in life sciences

7 Our Life Sciences Track Record
Represent more than 500 life sciences clients Assisted life sciences clients in more than 60 public offering transactions raising nearly $5 billion in the last ten years Advised life sciences clients in more than 60 mergers and acquisitions valued at nearly $60 billion in the last five years Counseled more than 100 life sciences companies on the structure of major corporate collaborations Assisted life sciences clients in raising more than $700 million in nearly 100 rounds of venture financings in 2009 File 15 U.S. patent applications per week on average Adding logos

8 Select Life Sciences Clients
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9 Advise Leading Life Sciences Companies on Their Most Important M&A Transactions
Transaction Overview On December 16, 2009, Ethicon, a Johnson & Johnson company and worldwide leader in surgical care, and Acclarent, a privately held medical technology company dedicated to designing, developing, and commercializing devices that address conditions affecting the ear, nose and throat; announced a merger agreement through which Ethicon will acquire Acclarent in an all-cash transaction valued at approximately $785 million, one of the largest acquisitions of a private medical device company in the last five years. Wilson Sonsini Goodrich & Rosati is advising Acclarent in the transaction. The deal, which is subject to customary closing conditions, has been approved by the boards of directors of both companies and the stockholders of Acclarent, and is expected to close in the first quarter of Wilson Sonsini Goodrich & Rosati has represented Acclarent since the company’s inception. Acquired by Ethicon (Johnson & Johnson) January 20, 2010 $785 million Transaction Overview March 26, 2009, marked the completion of Roche’s acquisition of Genentech for $48.6 billion. The firm’s involvement in the merger began in July 2008, when Roche made an unsolicited offer to buy the remaining shares of Genentech that it didn’t already own, and continued through an unsolicited tender offer in February 2009, a negotiated agreement reached in early March, and subsequent close. The firm advised Genentech in connection with the formation of a Special Committee in response to Roche's offer, its defense strategy and communications, its discussions and negotiations with Roche, the definitive transaction agreements, the implementation of retention and severance arrangements for Genentech employees, and stockholder litigation stemming from the transaction. Adding logos Acquired by Roche March 12, 2009 $46.8 billion

10 Santen Pharmaceutical
Advise Leading Life Sciences Companies on Their Most Important IP Partnering Transactions Transaction Overview On July 27, 2009, Amgen and GlaxoSmithKline announced a collaboration in which the companies will share commercialization of Amgen's monoclonal antibody denosumab for postmenopausal osteoporosis (PMO) in Europe, Australia, New Zealand, and Mexico once the product is approved in these countries. Amgen will commercialize the drug for PMO and oncology in the United States and Canada and for all oncology indications in Europe and specified markets. The financial terms of the partnership include an initial payment and near-term commercial milestones to Amgen totaling $120 million, as well as ongoing royalties. Wilson Sonsini Goodrich & Rosati represented Amgen in the transaction. GlaxoSmithKlein Licensing Agreement July 2009 Transaction Overview On March 3, 2009, Aliso Viejo, California-based Bausch & Lomb, the global eye-health company, announced that it has entered into a licensing agreement with Santen Pharmaceutical Co. for the development of certain intraocular lens (IOL) materials. Under the terms of the agreement, Bausch & Lomb has obtained the rights to Santen’s hydrophobic acrylic polymers, from which it may commercialize new IOLs for sale worldwide. The financial terms of the agreement were not disclosed. Wilson Sonsini Goodrich & Rosati represented Bausch & Lomb in the transaction. Adding logos Santen Pharmaceutical Licensing Agreement March 2009

11 Our Medical Technology Expertise
Dedicated to providing fully integrated services for clients in the medical device industry Our healthcare regulatory law practice assists clients in successfully navigating complex regulatory and reimbursement mazes, secure timely approvals, and comply with strictly enforced regulatory laws in the U.S. and international markets Our trademark attorneys have a broad range of experience counseling clients on the selection, protection and enforcement of company names, brand names, slogans and trade dress for U.S. and worldwide markets, including registration and licensing Regularly advise medical devices companies on both public and private equity and debt financing, mergers and acquisitions, research and development financings, technology licensing and contracts, as well as day-to-day intellectual property, securities, and corporate governance matters. Extensive experience enforcing and defending all types of sophisticated IP litigation matters, and many members of our medical device team also have experience litigating IP matters WSGR represents more than 150 medical technology companies, including the following representative clients: Adding logos

12 The Leader in Life Sciences Financings
WSGR represents more life sciences companies that receive venture financing than any other U.S. law firm* * Wilson Sonsini Goodrich & Rosati *Source: Dow Jones VentureSource based on financings in 1H 2011

13 Medical Devices & Equipment Financings
Wilson Sonsini Goodrich & Rosati represents more medical device & equipment companies that receive venture financing than any other U.S. law firm* * Wilson Sonsini Goodrich & Rosati *Source: Dow Jones VentureSource based on financings in 1H 2011

14 Select Life Sciences Venture Financings
Series C Financing July 1, 2011 $35 million Series C Financing May 4, 2011 $28.8 million Series C Financing May 4, 2011 $15 million Series C Financing March 21, 2011 $19 million Series D Financing February 14, 2011 $22 million Series B Financing July 28, 2010 $16 million Series C Financing June 30, 2010 $40 million Series B Financing April 8, 2010 $40 million Series C Financing April 8, 2010 $56 million Series A Financing April 5, 2010 $20 million Series C Financing October 29, 2009 $25.6 million Series E Financing September 18, 2009 $23.8 million Series B Financing August 31, 2009 $14 million Series A Financing August 17, 2009 $19 million Series D Financing July 8, 2009 $17 million

15 Select Life Sciences Public Offerings
Underwriter Counsel Initial Public Offering September 27, 2010 $85 million Underwriter Counsel Initial Public Offering April 21, 2010 $78 million Initial Public Offering February 9, 2011 $75 million Initial Public Offering February 4, 2011 $80.3 million Initial Public Offering October 26, 2010 $200 million Underwriter Counsel Follow-On Offering May 7, 2009 $221 million Initial Public Offering October 7, 2009 $68 million Follow-On Offering September 18, 2009 $94.5 million Initial Public Offering November 6, 2007 $80 million Initial Public Offering May 2, 2007 $44 million 144A Convertible Subordinated Notes March 13, 2006 $200 million Initial Public Offering March 28, 2007 $44 million Initial Public Offering February 8, 2007 $49 million Initial Public Offering January 31, 2007 $75.2 million Initial Public Offering February 9, 2006 $101 million

16 Select Life Sciences M&A Transactions
Acquired by Ventana Medical Systems August 31, 2010 $100 million Acquired by Stryker Corporation October 4, 2011 $135 million Acquired by Gilead Sciences April 1, 2011 $600 million Acquired by Medtronic January 13, 2011 $710 million Acquired by Teleflex January 10, 2011 $55 million Acquired by Merz GmbH February 18, 2010 $253.8 million Acquired by Ethicon (J&J) January 20, 2010 $785 million Acquired by Medtronic April 9, 2009 $850 million Acquired by Sanofi-Aventis April 15, 2009 $500 million Acquired by Roche March 12, 2009 $46.8 billion Acquisition of pharmaceutical contract manufacturing business and related facility BASF Corporation April 30, 2008 $Confidential Acquired by Inverness Medical Innovations November 6, 2007 $189 million Acquired by Medtronic February 6, 2009 $225 million Acquisition of Novacea January 30, 2009 $Confidential MAXY VII Acquired by Bayer July 2, 2008 $130 million

17 Leading Intellectual Property Practice
Intellectual Property Expertise Recognized Leader in IP Ranked No. 1 in Silicon Valley Nearly 200 attorneys focused on IP Issues Partner with technology and growth business enterprises Practices include: IP Counseling Technology Transactions Trademarks & Advertising IP Litigation Patent Prosecution Technology Transactions IP Counseling & Patents Trademarks & Advertising Nearly 50 attorneys dedicated solely to IP technology transactions Negotiate hundreds of successful business and strategic collaborations, placing our clients in optimal positions to succeed in today’s complex global marketplace Strategic Alliances; Corporate Partnering Agreements Collaborations and Co-Development Agreements Manufacturing, Supply and Distribution Agreements Strategic Technology Acquisitions; License Agreements Outsourcing Transactions More than 45 professionals dedicated to strategic development of patent portfolios Assist clients in leveraging their intellectual property, defending against the IP of others, establishing a competitive position for the future, and, ultimately, providing value to the investor Integrated with corporate, litigation, and transactional practices Focused on biotech and medical device companies Particular expertise in providing commercialization focused diligence review for biologics, follow-on biologics, and diagnostics Approximately 15 attorneys and support professionals focused on trademark, copyright, and advertising matters Experience with more than 20,000 global trademark filings Trademark prosecution, enforcement, transfers, licensing Advertising and marketing review and guidance

18 Select Life Sciences IP Partnering Transactions
Boehringer Ingelheim Non-Exclusive Strategic Agreement February 2011 Pfizer Research & Development Collaboration January 2011 Xencor Option & Collaboration Agreement January 2011 MedImmune Strategic Collaboration May 2011 Cephalon Strategic Partnership December 2010 Fresenius Medical Care Licensing Agreement July 2010 Pfizer Licensing Agreement December 2010 Bristol-Myers Squibb Strategic Partnership November 2010 GlaxoSmithKline Restructuring November 2010 GlaxoSmithKline Licensing Agreement October 2010 MedGenesis Therapeutix Licensing Agreement January 2010 Amgen Partnership Agreement in Type 2 Diabetes December 2009 Novartis Licensing Agreement April 2010 Centocor R&D, Inc. Licensing Agreement January 2010 OSI Pharmaceuticals Development Agreement October 2009

19 Select Life Sciences IP Partnering Transactions
Ostuka Pharmaceuticals Renegotiation of License Agreement October 2008 Astellas Pharma, Inc. Joint venture to develop protein pharmaceuticals, incl. MAXY-4 September 2009 Collaboration Agreement BioMarin Pharmaceutical December 2008 Collaboration Agreement Novo Nordisk December 2008 Merck Serono Collaboration Agreement October 2008 Bristol-Myers Squibb Agreement for the Global Development and Commercialization of KAI-9803 May 2008 Astellas Global Licensing Agreement September 2008 Otsuka Pharmaceuticals Co-Development Agreements September 2008 McNeil-Janssen Pharmaceuticals, Inc. Licensing Agreement July 2008 Santen Licensing Agreement June 2008 Schering-Plough Zegerid (U.S.) October 2006 GlaxoSmithKline Zegerid (ex-US) December 2007 Penwest Pharmaceuticals Research, Development, Commercialization and License Agreement July 2007 Kinetic Concepts Worldwide License Agreement NeutroPhase Technology June 2007 Celgene Strategic Global R&D Collaboration September 2007 Merck & Co RCT Technology Access Agreement August 2007

20 Premier IP Patents & Innovations Practice
More than 60 Professionals 28 Attorneys, 9 Partners, 19 Agents, 9 Scientific Advisors More than half with PhDs in biotechnology related fields Focused on biotech and medical device companies Integrated with corporate, litigation, and transactional practices Attorneys with a track record of IP value creation Responsible for the development of the IP portfolios covering inventions such as IL-2, the DNA chip, cancer therapies, nanotechnology, stem cell technologies, and PCR

21 Intellectual Property Counseling
IP Litigation More than 85 attorneys More than 100 patent cases in dozens of technology markets Technology Transactions More than 60 attorneys dedicated solely to technology transactions IP Counseling IP Counseling & Patents Nearly 70 registered patent attorneys More than 20 dedicated patent agents and scientific advisors Trademarks & Advertising Nearly 15 attorneys and support professionals More than 20,000 global trademark filings

22 Select IP Counseling & Patents Clients
Represent more than 200 small/mid-size entrepreneurial life science companies and VCs Artemis Health and CellPoint update logo. CEllpoing is now OnQity. Remove bipar, ambrex, amyris, and Limerick. Singulex Insert Caris, Tokai, Intelikine, Ion Torrent, Implex? (sp?). Neuralltis.

23 Select Life Sciences Patents
Responsible for the patents covering technology featured in Science: February 15, 1991 June 23, 1995 January 31, 2003 February 18, 2005 April 22, 2005 Additional select life sciences patents include:

24 Drug & Device Regulatory and Healthcare Law Practice
Established to help drug and medical device clients: Successfully manage complex regulatory issues Comply with strictly enforced regulatory and healthcare laws Secure timely approvals and clearances Services include: Negotiations with FDA; legal and administrative proceedings Compliance counseling and training with respect to state and federal anti-kickback laws, interactions with healthcare professionals and reporting requirements Crisis management; responding to audits and other inquiries from FDA Assessing product development and regulatory approval options Advertising and promotional strategy and review; participating in advertising review committees Counseling on patient privacy protection laws Drafting and support for M&A, partnering and commercial arrangements Clinical trial counseling and documentation – regulatory requirements, CRO agreements, CTAs, informed consents, HIPAA authorizations

25 Select San Diego Clients
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26 Biographies Michael J. Hostetler, Partner – Intellectual Property
Dr. Michael Hostetler is a partner in the San Diego office of Wilson Sonsini Goodrich & Rosati. He practices in the area of intellectual property law, including patent prosecution, litigation, interferences, opinions, and licensing matters. Michael represents clients in the clean technology, biotechnology, pharmaceutical, and nanotechnology industries. SELECT CLIENTS: Ambrx, Inc. Amira Pharmaceuticals, Inc. Bio-Tissue, Inc. CalciMedica, Inc. Carolus Therapeutics, Inc. Ecology Coatings, Inc. Lithera, Inc. Pharmacyclics, Inc. PhaseRX, Inc. Sirion Therapeutics, Inc. (formerly known as Sytera, Inc.) EDUCATION: J.D., Duke University School of Law, Order of the Coif; Summa Cum Laude; Grand Prize Winner, Duke Business Plan Competition Ph.D., Chemistry, University of California, Berkeley, 1992 B.S., Chemistry, Massachusetts Institute of Technology, 1987 ASSOCIATIONS AND MEMBERSHIPS: Member, American Bar Association Member, American Chemical Society Member, San Diego Intellectual Property Law Association CONTACT: El Camino Real Suite San Diego, CA Phone | Fax | Cont’d

27 Jason Liang (梁昌昕) IP Counseling & Patents, Intellectual Property
Dr. C. Jason Liang is a patent agent in the San Diego office of Wilson Sonsini Goodrich & Rosati. Jason provides clients with patent preparation and prosecution services, and counseling related to strategic patent portfolio maintenance and growth. He also provides support on various matters related to intellectual property asset management, including freedom to operate and validity analysis. Prior to joining the firm, Jason was a patent agent at Foley & Lardner LLP, where he assisted with the preparation and prosecution of patent applications in the fields of medical devices, diagnostics, pharmaceuticals, and biotechnology. Jason began his intellectual property work at Optimer Pharmaceuticals in 2005 as an IP manager, and became a registered patent agent in 2006. Jason's biotech industry background includes experience as a senior research chemist—and one of the first scientists—at Optimer, where he was involved in many aspects of the company prior to its successful IPO, including research and development, corporate operations, and intellectual property matters. Jason also worked on carbohydrate and bioorganic fields when he conducted his postdoctoral work at the Scripps Research Institute under Dr. Chi-Huey Wong. Jason is a co-author of several scientific articles and a co-inventor on a U.S. patent. EDUCATION: Ph.D., Organic Chemistry, Temple University M.S., Medicinal Chemistry, National Taiwan University B.S., Chemistry, National Taiwan University SELECT CLIENTS: ADMISSIONS: U.S. Patent and Trademark Office CONTACT: El Camino Real Suite 200 San Diego, CA 92130 Phone | Fax |

28 San Diego IP Counseling Team
Peter Munson Jeffrey Guise Michael Hostetler Samir Elamrani Aubrey Haddach Matthew Grumbling Joshua Kim Lori Westin Greg Mitchell Matt Bresnahan Clark Lin Uale Taotafa Kristin Havranek Sabrina Poulos Scott Burkette Ardith Chang Ingo Hardt Kiran Sahasrabudhe Valentin Zunic David Clark Jason Liang

29 WSGR Contact Information Austin Brussels Georgetown, DE Hong Kong 900 South Capital of Texas Highway Las Cimas IV, Fifth Floor Austin, Texas Phone | Fax | Bastion Tower, Level Place du Champ de Mars B-1050, Brussels, Belgium Phone | +32 (0) Fax | +32 (0) Eight West Laurel Street Georgetown, Delaware Phone | Fax | Suite 504 Two Exchange Square 8 Connaught Place, Central Hong Kong Phone | Fax | New York Palo Alto San Diego San Francisco 1301 Avenue of the Americas 40th Floor New York, New York Phone | Fax | 650 Page Mill Road Palo Alto, California Phone | Fax | 12235 El Camino Real Suite 200 San Diego, California Phone | Fax | One Market Plaza Spear Tower, Suite 3300 San Francisco, California Phone | Fax | Seattle Shanghai Washington, D.C. 701 Fifth Avenue Suite 5100 Seattle, Washington Phone | Fax | Jin Mao Tower 38F, Unit 01-04 88 Century Boulevard Pudong, Shanghai People's Republic of China Phone | Fax | 1700 K Street, NW Fifth Floor Washington, D.C Phone | Fax |

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