Catherine J. Dargan

About
Representative Matters
Credentials

About
Catherine Dargan leads Covington’s Corporate practice and co chairs the firm’s Mergers and Acquisitions Practice Group. For more than 25 years, Catherine has advised public and private companies, boards of directors, and special committees on their most significant strategic transactions. Her practice focuses on complex domestic and cross border mergers and acquisitions, strategic partnering arrangements, and corporate governance matters, ranging from the sale of emerging venture backed companies to multi billion dollar acquisitions.

Catherine regularly represents clients across a wide range of industries, including life sciences, defense and government contracting, consumer products, technology and gaming, media, education, and equipment and manufacturing. In addition to transaction execution, she counsels clients on corporate governance, compliance, and related regulatory considerations, and is frequently engaged to advise independent directors and special committees in connection with transactions and governance matters.

Catherine is consistently recognized as a leading M&A lawyer in the U.S. In 2025, she was named by Forbes as one of the “50 Top M&A Lawyers in America.” She has been Chambers ranked in Corporate/M&A and Private Equity for more than a decade and was recognized by The American Lawyer as a “Corporate Dealmaker of the Year” in 2026 for her representation of Novartis in its $12 billion acquisition of Avidity Biosciences, and in 2022 for representing Merck in its $11.5 billion acquisition of Acceleron Pharma. Her additional honors include being named “Best in M&A” by LMG Euromoney, one of The National Law Journal’s “Outstanding Women Lawyers,” The Deal’s “Healthcare, Pharma & Biotech Dealmaker of the Year” for several years, “Top Women in Dealmaking” for 2021 and 2022, and Law360’s Life Sciences MVP in 2024. Catherine previously served on Covington’s Management Committee for eight years.

Her pro bono work includes representing a non profit, non partisan policy organization focused on engaging young adults in the political process, as well as advising nonprofit organizations on consulting and services arrangements. Legal 500 US describes Catherine as “excellent, pragmatic, personable, and dedicated.”
Areas of Expertise

Corporate

Global Strategic Reorganizations

Mergers and Acquisitions

Restructuring and Bankruptcy

Life Sciences

Aerospace, Defense, and National Security

Gaming
Practices and Industries
Representative Matters
- Merck in its:
  
  pending $6.7 billion acquisition of Terns Pharmaceuticals (Nasdaq: TERN).
  
  $1.3 billion acquisition of the aqua business of Elanco Animal Health;
  
  $680 million acquisition of Harpoon Therapeutics (Nasdaq: HARP);
  
  $11.5 billion acquisition of Acceleron Pharma (Nasdaq: XLRN);
  
  $1.85 billion acquisition of Pandion Therapeutics (Nasdaq: PAND);
  
  $2.7 billion acquisition of ArQule (Nasdaq: ARQL);
  
  €2.1 billion acquisition of Antelliq;
  
  $1.05 billion acquisition of Peloton Therapeutics;
  
  acquisition of Themis Bioscience, a SARS-CoV-2 candidate developer; and
  
  $425 million acquisition of OncoImmune.
- Bristol-Myers Squibb in its:
  
  $1.5 billion acquisition of Orbital Therapeutics;
  
  $14 billion acquisition of Karuna Therapeutics (Nasdaq: KRTX);
  
  $4.1 billion acquisition of RayzeBio (Nasdaq: RYZB); and
  
  $286 million acquisition of 2seventybio (Nasdaq: TSVT).
- Novartis in its:
  
  $12 billion acquisition of Avidity Biosciences (Nasdaq: RNA);
  
  up to $1.7 billion acquisition of Regulus Therapeutics (Nasdaq: RGLS); and
  
  up to $2.5 billion sale to Bausch + Lomb of a portfolio of “front of eye” ophthalmology products.
- AbbVie in its:
  
  up to $1.2 billion acquisition of Gilgamesh;
  
  $1.4 billion acquisition of Aliada Therapeutics;
  
  $250 million acquisition of Celsius Therapeutics; and
  
  $255 million acquisition of DJS Antibodies Ltc.
- Gilead in its:
  
  up to $2.1 billion acquisition of Ouro Medicines; and
  
  $350 acquisition, by Kite, of Interius BioTherapeutics.
- Biogen in its up to $1.8 billion acquisition of Human Immunology Biosciences (HI-Bio).
- Incyte in its $750 million acquisition of Escient Pharmaceuticals.
- Organon in its:
  
  up to $1.2 billion acquisition of Dermavant Sciences; and
  
  $954 million acquisition of Forendo Pharma.
- Lowe’s in its $1.325 billion acquisition of Artisan Design Group.
- Adtalem in its $1.48 billion acquisition of Walden.
- Eaton Corporation in its:
  
  $1.55 billion acquisition of Ultra PCS Limited from the Cobham Ultra Group;
  
  $1.65 billion acquisition of Tripp Lite; and
  
  $2.83 billion acquisition of Cobham Mission Systems.
Astellas in its $3 billion acquisition of gene therapy company Audentes Therapeutics, Inc. (Nasdaq: BOLD).

Emergent BioSolutions in its:

$735 million acquisition of Adapt Pharma and its flagship product, NARCAN; and

$270 million acquisition of PaxVax.

AstraZeneca in its:

$600 million acquisition of Actavis’ branded respiratory business in the U.S. and Canada;

$1.26 billion acquisition of Ardea Biosciences (Nasdaq: RDEA);

up to $4.3 billion acquisition of Bristol-Myers Squibb’s interests in the companies’ diabetes alliance in initial consideration and regulatory, launch and sales-related payments;

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;

acquisition of AlphaCore Pharma by MedImmune, AstraZeneca’s biologic arm; and

$325 million divestiture of assets relating to Myalept.

Salix Pharmaceuticals in its:

$2.6 billion acquisition of Santarus, Inc. (Nasdaq: SNTS); and

$300 million acquisition of Oceana Therapeutics, Inc.

Aristocrat Technologies in its:

$990 million acquisition of Big Fish Games, Inc.; and

$1.28 billion acquisition of Video Gaming Technologies.

Boehringer Ingelheim in its:

$880 million sale of Fort Dodge;

$300 million sale of its sterile injectables generics business (Bedford Laboratories); and

acquisition of certain animal health products divested in connection with the Pfizer-Wyeth merger.

Takeda in its acquisition of Intellikine, Inc. for $190 million upfront and up to $120 million in additional potential clinical development milestone payments.

Abbott Laboratories in its:

up to $400 million acquisition of Optimedica;

$410 million acquisition of Evalve, Inc., a medical device developer, by Abbott Vascular; and

$3.7 billion acquisition of Kos Pharmaceuticals, Inc. (Nasdaq: KOSP).

Eli Lilly in its:

up to $1.4 billion sale of the rights to its olanzapine portfolio, including Zyprexa®, to Cheplapharm Arzneimittel GmbH;

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.

Eisai Co., Ltd. and Eisai Inc. in the:

$130 million acquisition of rights to Zonegran(TM) (zonisamide), an anti-epileptic drug, held by Elan Corporation, plc;

acquisition of four oncology drugs for $205 million from Ligand Pharmaceuticals Inc.;

divestiture of Gliadel to Arbor; and

Morphotek, Inc., a subsidiary of Eisai Inc., in the acquisition of certain assets relating to a proprietary tumor targeting platform from TransMolecular, Inc.
Areas of Expertise

Corporate

Global Strategic Reorganizations

Mergers and Acquisitions

Restructuring and Bankruptcy

Life Sciences

Aerospace, Defense, and National Security

Gaming

Credentials

Education	Harvard Law School, J.D., 1994 cum laude Stanford University, A.B., 1991 with honors
Bar Admissions	California District of Columbia
Judicial Clerkship	Hon. Matthew J. Perry, U.S. District Court, District of South Carolina, 1994 - 1995
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.
Accolades	Named as one of “Most Influential Women in Mid-Market M&A” by Mergers & Acquisitions magazine (2026, 2021, 2019, 2015) Chambers USA, Corporate/M&A & Private Equity (2014-2025) Law360, Life Sciences MVP (2024) Named by The American Lawyer as one of the “Dealmakers of the Year” (2022, 2026) The Deal, “Top Women in Dealmaking” (2021 and 2022) Named a Washington Business Journal Diversity in Business Award Honoree (2022) The Deal, “Healthcare, Pharma & Biotech Dealmaker of the Year” (2020, 2021, 2022) Chambers, North America Diversity & Inclusion “Lawyer of the Year” (2021) LMG Life Sciences, Americas - “M&A Attorney of the Year” (2020) The National Law Journal, “Outstanding Women Lawyers” (2015) Named as “Best in Mergers & Acquisitions” by Euromoney Legal Media Group, Americas Women in Business Law Awards (2014) Washington DC Super Lawyers, Mergers & Acquisitions (2019-2020) National Law Journal, “D.C. Deal Maker of the Year” (2013) LMG Life Sciences, “Life Science Star” (2012-present)

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Catherine J. Dargan

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