EXHIBIT 10.42 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") made effective for all purposes and in all respects as of December 31, 1998, by and among Cytoclonal Pharmaceutics, Inc. ("Cytoclonal"), a Delaware corporation (the...Employment Agreement • March 27th, 2002 • Exegenics Inc • Pharmaceutical preparations • Texas
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • July 16th, 2003 • Exegenics Inc • Pharmaceutical preparations • Delaware
WITNESSETH:Indemnification Agreement • August 14th, 2003 • Exegenics Inc • Pharmaceutical preparations • Delaware
Exhibit 10.37 [EXEGENICS LOGO] January 10, 2003 Dr. Arthur P. Bollon 13227 Cedar Lane Dallas, TX 75234 Re: Separation from Employment with eXegenics, Inc. Dear Dr. Bollon: The purpose of this letter agreement (the "Agreement") is to set forth the...Separation Agreement • April 7th, 2004 • Exegenics Inc • Pharmaceutical preparations
50,000,000 Shares OPKO Health, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2019 • Opko Health, Inc. • Pharmaceutical preparations • New York
BETWEENLicense Agreement • September 9th, 1998 • Cytoclonal Pharmaceutics Inc /De • Pharmaceutical preparations • Washington
WAIVER UNDER AND AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 3rd, 2023 • Opko Health, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 30, 2021 (this “Agreement”), among BIO-REFERENCE LABORATORIES, INC., a New Jersey corporation (the “Company”), the Subsidiary Borrowers party hereto, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
EXHIBIT 4.5 PATENT LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF TEXAS SYSTEMPatent License Agreement • October 3rd, 1996 • Cytoclonal Pharmaceutics Inc /De • Pharmaceutical preparations • Texas
W I T N E S S E T H :License Agreement • September 9th, 1998 • Cytoclonal Pharmaceutics Inc /De • Pharmaceutical preparations
SUBLICENSE AGREEMENT UNDER RESEARCH & DEVELOPMENT INSTITUTE, INC. LICENSE AGREEMENTSublicense Agreement • September 9th, 1998 • Cytoclonal Pharmaceutics Inc /De • Pharmaceutical preparations
Exhibit 10.34 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEEMENT, the ("Amendment") as and between David Riggs ("Executive") and eXegenics, Inc., including its current, former and future parents, agents, officers, directors,...Employment Agreement • April 7th, 2004 • Exegenics Inc • Pharmaceutical preparations • New York
EXHIBIT 10.28 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made effective for all purposes and in all respects as of March 10, 2003 by and between EXEGENICS, INC., a Delaware corporation maintaining an office at 2110 Research...Employment Agreement • March 20th, 2003 • Exegenics Inc • Pharmaceutical preparations • Texas
Exhibit 10.35 [EXEGENICS LOGO] April 10, 2003 Dorit Arad, D.Sc. 16901 Park Hill Drive Dallas, Texas 75225 Dear Dr. Arad: In accordance with Section 6(d) and 7(a) of that certain Employment Agreement, dated as of July 1, 2002 (the "Employment...Employment Agreement • April 7th, 2004 • Exegenics Inc • Pharmaceutical preparations
OPKO HEALTH, INC. AND U.S. BANK NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of February 7, 2019 4.50% Convertible Senior Notes due 2025First Supplemental Indenture • February 7th, 2019 • Opko Health, Inc. • Pharmaceutical preparations • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of February 7, 2019, between OPKO HEALTH, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.02) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.02).
EXHIBIT 2.1 TERMINATION AGREEMENT AGREEMENT, dated the 25th day of November, 2002, among EXEGENICS INC., a Delaware corporation ("eXegenics"), INNOVATIVE DRUG DELIVERY SYSTEMS, INC., a Delaware corporation ("IDDS"), IDDS Merger Corp., a Delaware...Termination Agreement • December 3rd, 2002 • Exegenics Inc • Pharmaceutical preparations • Delaware
WARRANT TO PURCHASE STOCK OF EXEGENICS INC. (A DELAWARE CORPORATION)Warrant Agreement • May 14th, 2004 • eXegenics Inc • Pharmaceutical preparations • Delaware
STOCKHOLDER RIGHTS AGREEMENT Dated as of June 9, 2003Stockholder Rights Agreement • June 9th, 2003 • Exegenics Inc • Pharmaceutical preparations • Delaware
OPKO Health, Inc. Purchase AgreementPurchase Agreement • January 9th, 2024 • Opko Health, Inc. • Pharmaceutical preparations • New York
OPKO Health, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $200,000,000 aggregate principal amount of its 3.75% Convertible Senior Notes due 2029 (the “Firm Securities”) and, at the option of the Initial Purchasers, up to an additional $30,000,000 aggregate principal amount of its 3.75% Convertible Senior Notes due 2029 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 3.75% Convertible Senior Notes due 2029 granted to the Initial Purchasers in Section 2 hereof. The Firm Securities and the Option Securities are herein referred to as the “Securities.” Subject to the terms of the Indenture (as defined below), the Securities will be convertible into (i) before the Company satisfies the Share Reservation Condition (as herein
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND CYTOCLONAL PHARMACEUTICALS, INC. FOR PEPTIDE ANTIESTROGEN FOR BREAST CANCER THERAPY CASE NO. LA97-103Exclusive License Agreement • September 30th, 1998 • Cytoclonal Pharmaceutics Inc /De • Pharmaceutical preparations • California
JOINT FILING AGREEMENTJoint Filing Agreement • June 12th, 2019 • Opko Health, Inc. • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to Neovasc Inc. and that this agreement be included as an Exhibit 1 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
OPKO HEALTH, INC. and U.S. Bank National Association as Trustee Guaranteed to the extent set forth therein by the Guarantors named herein. INDENTURE dated as of February 7, 2019Indenture • February 7th, 2019 • Opko Health, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of February 7, 2019 by and among OPKO HEALTH, INC., a Delaware corporation (the “Company”), the guarantors listed on Schedule 1 hereto (herein called the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 2008 • Opko Health, Inc. • Blank checks • Florida
This Stock Purchase Agreement is dated as of December 4, 2007 (this "Agreement"), between OPKO Health, Inc., a Delaware corporation (the "Company"), and the members of The Frost Group, LLC, as listed on Annex A hereto (collectively, the "Purchasers").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 1st, 2019 • Opko Health, Inc. • Pharmaceutical preparations • Florida
This Stock Purchase Agreement is dated as of November 8, 2018 (this “Agreement”), between OPKO Health, Inc., a Delaware corporation (the “Company”), and __________________ (the “Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 8th, 2009 • Opko Health, Inc. • Surgical & medical instruments & apparatus • Florida
This Stock Purchase Agreement is dated as of February 23, 2009 (this “Agreement”), between OPKO Health, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Annex A hereto (collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 5th, 2011 • Opko Health, Inc. • Surgical & medical instruments & apparatus • Florida
This Agreement and Plan of Merger (the “Agreement”) is entered into as of January 28, 2011, among CURNA, INC., a corporation organized under the laws of Delaware (the “Company”), the individuals or entities listed on Schedules 2.3(b)(i) and 2.3(b)(ii) attached hereto (individually a “Seller” and collectively the “Sellers”), KUR, LLC, a Florida limited liability company, and the entity designated as the Sellers’ Representative herein, OPKO Pharmaceuticals, LLC, a Delaware limited liability company (“Buyer”), and OPKO CURNA LLC, a Delaware limited liability company and wholly-owned subsidiary of Buyer (“Merger Sub”).
FORM OF COMMON STOCK WARRANTWarrant Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Delaware
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY SHARE MAY BE SOLD OR TRANSFERRED ABSENT SUCH REGISTRATION OR AN EXEMPTION THEREFROM.
University of Pennsylvania License AgreementLicense Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Pennsylvania
This Agreement (this “Agreement”) is between The Trustees of the University of Pennsylvania, a Pennsylvania nonprofit corporation (“Penn”), and Acuity Pharmaceuticals, Inc., a Delaware corporation (“Company”). This Agreement is being signed on March 31, 2003. This Agreement will become effective on March 31, 2003 (the “Effective Date”).
LICENSE AGREEMENTLicense Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Delaware
License (this “Agreement”) made as of April 13, 2006, by and between Acuity Pharmaceuticals, Inc., a Delaware corporation, with its principal offices at 3701 Market Street, Philadelphia, PA, 19104 (“Acuity”) and Pathogenics, Inc., a Delaware Corporation with its principal offices at 99 Derby Street, Suite 200, Hingham, MA 02043 (“Pathogenics”). (Acuity and Pathogenics are sometimes referred to herein individually as a “Party” and collectively as the “Parties”).
ASSET PURCHASE AGREEMENT dated as of March 27, 2024 by and among BIOREFERENCE HEALTH, LLC, OPKO HEALTH, INC. and LABORATORY CORPORATION OF AMERICA HOLDINGSAsset Purchase Agreement • March 28th, 2024 • Opko Health, Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 27, 2024 (the “Agreement Date”), by and among BioReference Health, LLC, a Delaware limited liability company (“Seller”), Laboratory Corporation of America Holdings, a Delaware corporation (“Buyer”), and OPKO Health, Inc., a Delaware corporation (“Seller Parent”, and together with Seller the “Seller Parties”). Capitalized terms not otherwise defined in this Agreement are defined in Exhibit A.
ASSET PURCHASE AGREEMENT Among EirGen Pharma Limited, Horizon Therapeutics Ireland DAC And OPKO Health, Inc. (solely for the purposes of Sections 2.1, 8.3 and 11.16) Dated as of June 16, 2021Asset Purchase Agreement • July 29th, 2021 • Opko Health, Inc. • Pharmaceutical preparations
This Asset Purchase Agreement is dated as of June 16, 2021, among OPKO Health, Inc., a Delaware corporation (“Parent”) (solely for the purposes Sections 2.1, 8.3 and 11.16) and EirGen Pharma Limited, a private limited company incorporated under the laws of Ireland registered with the Irish Companies Office under company number 398605 (“Seller”), and Horizon Therapeutics Ireland DAC, a designated activity company incorporated under the laws of Ireland registered with the Irish Companies Office under company number 376554 (“Purchaser”) (each, a “Party” and collectively, the “Parties”). Capitalized terms used in this Agreement shall have the meanings indicated in Section 1.1.
AGREEMENT AND PLAN OF MERGER BY AND AMONG OPKO HEALTH, INC., BAMBOO ACQUISITION, INC. AND BIO-REFERENCE LABORATORIES, INC. Dated as of June 3, 2015Merger Agreement • June 4th, 2015 • Opko Health, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 3, 2015, by and among OPKO HEALTH, INC., a Delaware corporation (“Parent”); BAMBOO ACQUISITION, INC., a New Jersey corporation (“Sub”); and BIO-REFERENCE LABORATORIES, INC., a New Jersey corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 7.1.
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement • April 2nd, 2007 • eXegenics Inc • Pharmaceutical preparations • Florida
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of March 27, 2007, is entered into by and among Acuity Pharmaceuticals, Inc., a Delaware corporation (“Acuity”), Froptix Corporation, a Florida corporation (“Froptix”), eXegenics Inc. a Delaware corporation (“Parent”), e-Acquisition Company I-A, LLC, a Delaware limited liability company, which is a wholly owned subsidiary of Parent (“Merger Sub I”) and e-Acquisition Company II-B, LLC, a Delaware limited liability company which is a wholly owned subsidiary of Parent (“Merger Sub II”).
LEASE AGREEMENT THE REGAL BUILDING 1720 REGAL ROW DALLAS, TEXAS 75235 THIS LEASE AGREEMENT made and entered into in triplicate as of the 22nd day of August, 1997, between ANDREWS-DILLINGHAM PROPERTIES, Dallas, Texas, acting herein by and through one...Lease Agreement • September 17th, 1997 • Cytoclonal Pharmaceutics Inc /De • Pharmaceutical preparations • Texas
OFFICE LEASEOffice Lease • November 14th, 2007 • Opko Health, Inc. • Blank checks
SECURITIES PURCHASE AGREEMENT dated as of September 18, 2009 by and among OPKO HEALTH, INC. AND THE PURCHASERS SET FORTH ON THE SIGNATURE PAGES HERETOSecurities Purchase Agreement • October 1st, 2009 • Opko Health, Inc. • Surgical & medical instruments & apparatus • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated effective as of September 18, 2009, by and between OPKO Health, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 4400 Biscayne Boulevard, Miami, Florida 33137 (the “Principal Office”), and the purchasers whose names and addresses are set forth on the signature pages hereto (the “Purchasers”). Certain capitalized terms used but not defined herein shall have the respective meanings set forth on Schedule 1 attached hereto.
