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Guidant Corporation, showing a lot of heart in its drive to lead the developing market for drug-coated stents, is buying Cook Group Incorporated in a stock swap valued at $3 billion. The object of Guidant’s desire, a paclitaxel-coated stent, was developed by Angiotech Pharmaceuticals, Inc. Five years ago Angiotech granted a coexclusive license for production of the stent to Cook and Boston Scientific Corporation. Last year Guidant, a worldwide manufacturer of cardiovascular therapeutic devices, tried to negotiate a distribution agreement for the stent with Cook, but has now decided to buy the privately held group of medical device companies outright. Cook is halfway through an 18-month, 1,000-patient clinical trial of its drug-coated stent. The Food & Drug Administration will decide whether to approve the stent for production based on the results of the trial. Drug coating is believed to reduce the amount of scar tissue formed by stents, the tiny scaffolds that are used to hold open blocked arteries. Scar tissue is problematic because it can cause arteries to reclog. Johnson & Johnson, having already obtained approval to sell its drug-coated stent in Europe last year, is the current leader in the race for the U.S. market. Several uncertainties could cause the deal to collapse. After Guidant negotiated its distribution agreement with Cook last year, Boston Scientific sued Cook for breach of their joint production license. An Illinois federal district court judge ruled for Boston Scientific in June, but has yet to determine damages. Cook plans to appeal the judge’s ruling. If Guidant is blocked from selling the stent, the company could walk away from its purchase agreement. The deal could also fall apart if the results of the clinical trial for the stent are not positive. For acquiror Guidant Corporation (Indianapolis) In-house: General counsel Debra Minott, general counsel- vascular intervention business Thomas Peterson, and senior counsel David Scharf. Faegre & Benson (Minneapolis): William Busch, Douglas Long, Andrew Ritten, Robert Schnell, Jr., and associates Bradley Hennen, Carmen Pinkerton, Amy Seidel, and Michael Stanchfield. The firm is longtime outside counsel to Guidant’s subsidiary, Cardiac Pacemakers, Inc., and represented the latter company in litigation against St. Jude Medical, Inc. [Deals and Suits, June]. For target Cook Group Incorporated (Bloomington, Indiana) In-house: Cook Incorporated general counsel Peter Yonkman and Cook Group Incorporated executive vice president Steve Ferguson. Kozusko Lahey Harris (Washington, D.C.): George Harris, Jr., Don Kozusko, and associate Rashad Wareh. The firm has represented Cook in other corporate matters. Jones, Day, Reavis & Pogue (Cleveland): Lester Droller, David Porter, Candace Ridgway, Randall Walters, of counsel James Raden, and associates Jennifer Fate, Rick Gibson, Rodd Lape, Jeffrey Litle, Joel May, and Denise Skingle. (Droller and Ridgway are in the D.C. office; Walters, Fate, Gibson, Lape, Litle, and Skingle are in Columbus; and Raden and May are in Chicago.) The firm has represented Cook over the past several years in corporate, tax, and intellectual property matters. Outlook Guidant expects the transactioon to close in early 2003, subject to shareholder and regulatory approval. The deal’s completion also depends on the results of the clinical trial for the paclitaxel-coated stent, and the final outcome of the Boston Scientific lawsuit.

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