Catherine J. Dargan

Partner

cdargan@cov.com
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Covington & Burling LLP
1201 Pennsylvania Avenue, NW
Washington, DC 20004-2401
Tel: 202.662.5567

   


 

Practices

Industries

Education

  • Harvard Law School, J.D., 1994
    • cum laude
  • Stanford University, A.B., 1991
    • with honors

Judicial Clerkship

  • Hon. Matthew J. Perry, U.S. District Court, District of South Carolina, 1994-1995

Bar Admissions

  • District of Columbia
  • California


Catherine Dargan is co-chair of Covington’s Mergers & Acquisitions practice and a member of the firm's Management Committee.  She has broad experience in mergers and acquisitions, both public and private, and strategic partnering arrangements.  In addition to structuring and negotiating transactions, she assists clients with corporate governance, compliance and other matters.  Ms. Dargan also regularly advises clients on a variety of commercial agreements relating to manufacturing, supply, and distribution of core products.  She represents clients in a variety of industries including life sciences, consumer products, technology, defense and government contracting, media, sports, and equipment and manufacturing.

Representative Matters

  • Represented AstraZeneca in its:
    • acquisition of Ardea Biosciences (NASDAQ: RDEA) for $1.26 billion;
    • its acquisition of Bristol-Myers Squibb's interests in the companies’ diabetes alliance for an initial consideration of $2.7 billion on completion and up to $1.4 billion in regulatory, launch and sales-related payments; and
    • approximately $3.5 billion strategic diabetes alliance with Bristol-Myers Squibb in connection with BMS’s acquisition of Amylin Pharmaceuticals, including assistance in structuring agreements for the acquisition and operation of Amylin’s diabetes business by AZ and BMS.
  • Represented MedImmune, AstraZeneca's biologic arm, in its acquisition of AlphaCore Pharma.
  • Represented Salix Pharmaceuticals in its:
    • $2.6 billion acquisition of Santarus, Inc. (NASDAQ: SNTS); and
    • $300 million acquisition of Oceana Therapeutics, Inc.
  • Represented Boehringer Ingelheim in its acquisition of certain animal health products divested in connection with the Pfizer-Wyeth merger.
  • Represented Takeda in its acquisition of Intellikine, Inc. for $190 million upfront and up to $120 million in additional potential clinical development milestone payments.
  • Represented Abbott Laboratories in its:
    • acquisition of Evalve, Inc., a medical device developer, by Abbott Vascular for up to $410 million; and
    • $3.7 billion acquisition of Kos Pharmaceuticals, Inc. (NASDAQ: KOSP).
  • Advised Eli Lilly in its:
    • acquisition of SGX Pharmaceuticals, Inc. (NASDAQ: SGXP), a San Diego-based biotechnology company; and
    • divestiture of its Tippecanoe manufacturing facility to Evonik Industries. 
  • The Procter & Gamble Company in its 50/50 joint venture with Inverness Medical Innovations, Inc. for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products in a transaction valued at $650 million.

Honors and Rankings

  • Named as "Best in Mergers & Acquisitions" by Euromoney Legal Media Group, Americas Women in Business Law Awards (2014) 
  • Chambers USA, Corporate/M&A & Private Equity (2014)
  • LawDragon 500, Leading Lawyers in America (2013-2014)
  • National Law Journal, D.C. Corporate Deal Makers (2013)
  • LMG Life Sciences, “Life Science Star” (2012-2013)
  • Legal 500 US, Mergers & Acquisitions, Healthcare: Life Sciences, and Media, Technology & Telecoms (2012-2014)

Pro Bono

  • Represented a non-profit, non-partisan policy organization dedicated to engaging young adults in the political process.
  • Advised a non-profit in various consulting and services arrangements.

Memberships and Affiliations

  • Law360, 2012, 2013, and 2014 Mergers & Acquisitions Editorial Advisory Board

Publications and Speeches

  • "Drafting Corporate Agreements — Letters of Intent, Confidentiality and Standstill Agreements," Faculty Member, Practising Law Institute (2011, 2012 and 2014)
  • "Structuring and Negotiating Earn-Outs," Faculty Member, Seminar on Acquiring or Selling the Privately Held Company, Practising Law Institute (2012-2013)
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