SHARE PURCHASE AGREEMENT BY AND AMONG CYTOCHROMA INC., CYTOCHROMA HOLDINGS ULC, CYTOCHROMA CANADA INC. CYTOCHROMA DEVELOPMENT INC. PROVENTIV THERAPEUTICS, LLC CYTOCHROMA CAYMAN ISLANDS, LTD., OPKO HEALTH, INC. and OPKO IP HOLDINGS, INC. January 8, 2013Share Purchase Agreement • May 10th, 2013 • Opko Health, Inc. • Pharmaceutical preparations • Florida
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of January 8, 2013, is by and among Cytochroma Inc., a corporation organized under the laws of Ontario (“Seller”), Cytochroma Holdings ULC, an unlimited liability company organized under the laws of Alberta (“Holdings”), Cytochroma Canada Inc., a corporation organized under the laws of Canada (“Parent,” and together with Seller and Holdings, the “Seller Parties”), Cytochroma Development Inc., a corporation organized under the laws of Barbados (“Development”), Proventiv Therapeutics, LLC, a Delaware limited liability company (“Proventiv”), Cytochroma Cayman Islands, Ltd., a limited company organized under the laws of Cayman Islands (“Cayman Newco,” and together with Development and Proventiv, the “Companies” and each of such entities is referred to as a “Company”), Opko Health, Inc., a Delaware corporation (“Opko Health”), and Opko IP Holdings, Inc., a limited company organized under the laws of Cayman Islands (“Purchaser”) and
