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Four days before Valentine’s Day, Johnson & Johnson showed some heart by deciding to bolster its cardiovascular drug line with a $2.4 billion purchase of Scios Inc. Sunnyvale, California�based Scios went public in 1995 and sells only one drug, Natrecor, a congestive heart failure treatment expected to have sales of about $160 million this year. The company is also developing a drug for rheumatoid arthritis that, if approved by regulators, would mesh well with the one arthritis medication J&J has on the market, the injectable treatment Remicaide. The purchase was a modest one for New Brunswick, New Jersey�based J&J, given that its market capitalization stood at about $170 billion at the time of the deal. The company didn’t even retain a banker for the transaction. Scios tapped J.P. Morgan Chase & Co. News of talks between the two companies broke on February 6, four days before the deal was signed, but did not affect the final agreement. For Acquiror Johnson & Johnson (New Brunswick, New Jersey) In-house: Assistant general counsel John Crisan and senior counsel Allen Kim. Cravath, Swaine & Moore (New York): Corporate: Robert Townsend III and associates M. Breen Haire, Mile Kurta, and Richard Pacheco. Tax: Lewis Steinberg and associate Darren Heil. Benefits: associates Young Park and Lawrence Witdorchic. Cravath has done J&J’s deal work for years. In 1999 Townsend assisted then-partner Robert Kindler in J&J’s $4.3 billion purchase of Centocor Inc. After Kindler left Cravath for J.P. Morgan Chase & Co., Townsend took over the firm’s J&J account. He represented the company in two purchases announced in 2001 � the $11 billion purchase of Alza Corp. and the $1.3 billion purchase of the diabetes care products unit of Inverness Medical Technology, Inc. For target Scios Inc. (Sunnyvale, California) In-house: General counsel Matthew Hooper. Latham & Watkins (Los Angeles): Corporate: Tad Freese, Christopher Kaufman, Kimberly Wilkinson, and associates Keith Benson and Nicholas O’Keefe. Intellectual property: Charles Hoyng. Employee benefits and executive compensation: Joseph Yaffe. Tax: Laurence Stein and associate Heather Field. U.S. Food and Drug Administration issues: Carolyne Hathaway. Competition: Abbott “Tad” Lipsky, Jr. (Freese, Wilkinson, and Benson are in the firm’s San Francisco office; Kaufman, O’Keefe, Hoyng, and Yaffe are in Menlo Park, California; Stein and Field are in Los Angeles; and Hathaway and Lipsky are in Washington, D.C.) Latham has represented Scios for several years and worked on a 2001 financing for the company. (Cooley Godward represented Scios on its initial public offering in 1995.) Outlook The deal is expected to close in the second quarter, pending regulatory approvals and a vote by Scios shareholders.

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