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Capital Markets

Our Capital Markets group represents both issuers and underwriters in the full range of US and international financing transactions, including IPOs, equity and debt offerings, equity-linked securities and high-yield debt offerings. We have been involved in some of the largest and most complex offerings, including Amgen’s $5 billion convertible senior notes, one of the largest convertible note offerings ever done by a US company. We advised Cardinal Health as issuer in connection with a registration and shelf takedown of senior, fixed notes.

Our global capabilities were utilized in our representation of NicOx S.A. in its €130 million capital increase to further support the development of NicOx’s drug development pipeline. This transaction was the largest capital increase carried out in Europe by a company operating in the biotech sector in over five years and the largest capital increase ever carried out by a French biotech company.

We are a global leader in underwriter representations. We represented Goldman Sachs in $1.58 billion of public offerings common stock, preferred stock, investment grade debt and euro-bonds in the United States and Europe for Schering-Plough to fund Schering-Plough’s acquisition of Organon BioSciences. We are also recognized globally for our underwriters’ representation in high-yield transactions. Our experience includes representing Credit Suisse and Morgan Stanley as lead managers in connection with a €1 billion tender offer and a Rule 144A/Regulation S offering of high-yield senior notes of Fresenius Finance B.V.

Shearman & Sterling is also active in life sciences and has been involved with the IPOs of some of the world’s promising young companies, including Acadia Pharmaceuticals, Alnylam Pharmaceuticals, Acorda Therapeutics, BioXell S.p.A., China Medical Technologies, Cremer S.A., ExonHit Therapeutics, Innate Pharma, Pharmasset, Santhera Pharmaceuticals and Simcere Pharmaceutical Group.

Representative Capital Markets Experience

• Actelion Finance SCA in a public offering in Switzerland of its senior unsecured zero coupon convertible bonds.
• Banc of America Securities LLC as joint book-running manager in a shelf takedown of investment grade notes of Wellpoint, Inc.
• Banc of America Securities LLC and Credit Suisse as joint bookrunning managers in a Rule 144A/Regulation S offering of high-yield senior subordinated notes of Encore Medical Finance LLC and Encore Medical Finance Corp. related to the acquisition of Encore Medical Corporation by affiliates of The Blackstone Group.
• Banc of America Securities LLC and Deutsche Bank Securities as joint bookrunning managers in a shelf registration and subsequent public offering of common stock of Acorda Therapeutics Inc.
• Banc of America Securities LLC as lead underwriter in a shelf registration and subsequent public offering of common stock of Alnylam Pharmaceuticals, Inc.
• Banc of America Securities LLC as lead underwriter in an initial public offering of common stock of Acorda Therapeutics, Inc.
• Banca IMI and Société Générale Corporate & Investment Banking as joint global coordinators and joint bookrunners in a Regulation S initial public offering of ordinary shares of MolMed S.p.A.
• Boston Scientific Corporation in a public offering of two series of its investment grade notes.
• Bryan, Garnier & Co. and Société Générale Corporate & Investment Banking as joint lead managers and joint bookrunners in an initial public offering in France and a Regulation S offering of shares of Innate Pharma S.A.
• Cardinal Health Inc. in a Rule 144A/Regulation S offering of two series of its investment grade notes.
• Ceres, Inc. in a private placement of its Series F convertible preferred stock and warrants to purchase shares of its common stock.
• China Medical Technologies, Inc. in a public offering of its American depositary shares by selling shareholders.
• Credit Suisse and Lazard Capital Markets as placement agents in a registered direct offering of common stock of Dendreon Corporation.
• Credit Suisse and UBS Investment Bank as global coordinators and bookrunners in an initial public offering in Brazil and a Rule 144A/Regulation S offering of common shares of Amil Participações S.A.
• Credit Suisse as global coordinator in the initial public offering in Switzerland and a Rule 144A/Regulation S offering of ordinary shares of BioXell S.p.A.
• Credit Suisse First Boston and Morgan Stanley as joint bookrunning lead managers in a tender offer and a Rule 144A/Regulation S offering of high-yield senior notes of Fresenius Finance B.V.
• Cremer S.A. in an initial public offering in Brazil and a Rule 144A/Regulation S offering of its common shares and global depositary shares by the Company and Cremer Holdings, LLC.
• Deutsche Bank as global coordinator, bookrunner and lead manager in an initial public offering in Switzerland and a Rule 144A/Regulation S offering of registered shares of Santhera Pharmaceuticals Holding AG.
• ExonHit Therapeutics in a public offering of its convertible bonds in France; in a rights offering and issuance of its warrants; and in the establishment of a set-up equity financing (“PACEO”) program to issue new shares upon exercise of an option.
• Goldman, Sachs & Co. as joint bookrunning manager in a shelf takedown of senior notes by Amgen Inc.
• Goldman Sachs (Asia) L.L.C. as lead underwriter in an initial public offering of American depositary shares of Simcere Pharmaceutical Group.
• Goldman Sachs International as global coordinator with BNP PARIBAS, Credit Suisse and JPMorgan as lead underwriters in a public offering of two tranches of euro-denominated investment grade senior notes of Schering-Plough Corporation and listing on the Irish Stock Exchange.
• Goldman, Sachs & Co. as global coordinator in a shelf registration and subsequent public offering common shares and mandatory convertible preferred stock of Schering-Plough Corporation.
• Maverick Capital Ltd. in its investment in Fenwal Holdings, Inc., which is the entity that Texas Pacific Group and Maverick used to purchase Baxter International's transfusion therapies business.
• Medial Saúde S.A. in an initial public offering in Brazil and a Rule 144A/Regulation S offering of its common shares and American depositary shares.
• Merrill Lynch & Co. and JPMorgan as joint bookrunning managers in a Rule 144A offering of convertible, senior, subordinated notes of OSI Pharmaceuticals, Inc.
• Merrill Lynch & Co. as lead underwriter in a Rule 144A offering of convertible senior subordinated notes of Dendreon Corporation.
• Merrill Lynch & Co. as lead underwriter in the follow-on public offering of common stock of NxStage Medical, Inc. by the Company and certain selling shareholders.
• Merrill Lynch & Co., Bear, Stearns & Co. Inc. and Wachovia Securities as joint bookrunning managers in a tender offer and a Rule 144A/Regulation S offering of high-yield second lien senior secured floating rate notes and second lien senior secured PIK toggle notes of UHS Merger Sub, Inc. related to the leveraged buyout of Universal Hospital Services Inc.
• Merrill Lynch & Co., Morgan Stanley and Banc of America Securities LLC as joint bookrunning managers in a Rule 144A offering of two series of convertible senior notes of Gilead Sciences, Inc.
• Morgan Stanley as co-lead and sole bookrunner with Banc of America Securities LLC as co-lead in a shelf takedown of common stock of Alnylam Pharmaceuticals, Inc.
• Morgan Stanley, Goldman, Sachs & Co., Banc of America Securities LLC and Deutsche Bank Securities as joint bookrunning managers in a Rule 144A/Regulation S offering of high-yield U.S. dollar denominated senior PIK-election notes and euro denominated senior subordinated notes of PTS Acquisition Corp., related to the acquisition of Cardinal Health 409, Inc. by Phoenix Charter LLC, an affiliate of The Blackstone Group.
• MorphoSys AG in a public offering to institutional investors in Germany and a Regulation S offering of its ordinary bearer shares.
• NicOx in a capital increase with preferential subscription rights for existing shareholders and in a Rule 144A/Regulation S offering if its ordinary shares.
• Pharmasset, Inc. in its initial public offering.
• Piper Jaffray and Canaccord Adams as dealer managers in an offer to exchange convertible SNAPs(sm) for convertible senior notes and as placement agents in the sale of convertible SNAPs(sm) of Xoma Ltd.
• Piper Jaffray as placement agent and dealer manager in the offers to exchange convertible senior notes, senior convertible notes and convertible promissory notes and the sale of new convertible senior notes of Oscient Pharmaceuticals Corporation.
• Piper Jaffray, Banc of America Securities LLC and William Blair & Company as joint bookrunning managers in a shelf takedown by selling securityholders of common stock of MWI Veterinary Supply, Inc.
• QLT Inc. in its modified “Dutch Auction’’ tender offer for its common stock.
• Quest Diagnostics Incorporated in its tender offer to purchase for cash any and all outstanding
  high-yield senior subordinated notes of AmeriPath, Inc. and in a shelf registration and subsequent takedown of two series of its investment grade senior notes, related to its take out of a bridge financing.
• Ranbaxy Laboratories Limited in the Regulation S and institutional private placement of its zero coupon convertible bonds.
• RBC Capital Markets as placement agent in the mezzanine financing of The TriZetto Group, Inc.