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 MERGERAgreement and Plan of Merger • July 16th, 2003 • Exegenics Inc • Pharmaceutical preparations • Delaware
BETWEENLicense Agreement • September 9th, 1998 • Cytoclonal Pharmaceutics Inc /De • Pharmaceutical preparations • Washington
WITNESSETH:Indemnification Agreement • August 14th, 2003 • Exegenics Inc • Pharmaceutical preparations • Delaware
50,000,000 Shares OPKO Health, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 30th, 2019 • Opko Health, Inc. • Pharmaceutical preparations • New York
W I T N E S S E T H :License Agreement • September 9th, 1998 • Cytoclonal Pharmaceutics Inc /De • Pharmaceutical preparations
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 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • September 25th, 2002 • Exegenics Inc • Pharmaceutical preparations • Delaware
EXHIBIT 4.5 PATENT LICENSE AGREEMENT BETWEEN THE UNIVERSITY OF TEXAS SYSTEMPatent License Agreement • October 3rd, 1996 • Cytoclonal Pharmaceutics Inc /De • Pharmaceutical preparations • Texas
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
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
STOCKHOLDER RIGHTS AGREEMENT Dated as of June 9, 2003Stockholder Rights Agreement • June 9th, 2003 • Exegenics Inc • Pharmaceutical preparations • Delaware
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”).
WARRANT TO PURCHASE STOCK OF EXEGENICS INC. (A DELAWARE CORPORATION)eXegenics Inc • May 14th, 2004 • Pharmaceutical preparations • Delaware
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.
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").
COMMON STOCK WARRANTCommon Stock Warrant • October 1st, 2009 • Opko Health, Inc. • Surgical & medical instruments & apparatus • Florida
THIS SECURITY AND THE SHARES (AS DEFINED BELOW) HAVE 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.
CREDIT AGREEMENT dated as of November 5, 2015, among BIO-REFERENCE LABORATORIES, INC.,as the Company, The Subsidiaries from time to time party hereto as Subsidiary Borrowers,The other Loan Parties party hereto, The Lenders Party Hereto, and JPMORGAN...Execution Version Credit Agreement • February 29th, 2016 • Opko Health, Inc. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG OPKO HEALTH, INC., BAMBOO ACQUISITION, INC. AND BIO-REFERENCE LABORATORIES, INC. Dated as of June 3, 2015Agreement and Plan of Merger • 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.
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 MERGERAgreement and Plan of Merger • 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 WARRANTeXegenics Inc • April 2nd, 2007 • 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.
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • 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”).
OPKO HEALTH, INC.Opko Health, Inc. • March 31st, 2008 • Blank checks • Florida
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
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.
