SEC Info - Opko Health, Inc. - ‘10-K’ for 12/31/18

SEC Info℠

Home

Help

Please Sign In

Opko Health, Inc. – ‘10-K’ for 12/31/18 – ‘EX-10.33’

On: Friday, 3/1/19, at 4:03pm ET · For: 12/31/18 · Accession #: 944809-19-17 · File #: 1-33528

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/01/19  Opko Health, Inc.                 10-K       12/31/18  112:17M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.62M 
 2: EX-10.32    Material Contract                                   HTML     90K 
 3: EX-10.33    Material Contract                                   HTML     52K 
 4: EX-21       Subsidiaries List                                   HTML     32K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     33K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     36K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     36K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     30K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     31K 
16: R1          Document and Entity Information                     HTML     63K 
17: R2          Consolidated Balance Sheets                         HTML    117K 
18: R3          Consolidated Balance Sheets (Parenthetical)         HTML     39K 
19: R4          Consolidated Statements of Operations               HTML    113K 
20: R5          Consolidated Statements of Comprehensive Loss       HTML     55K 
21: R6          Consolidated Statements of Equity                   HTML    104K 
22: R7          Consolidated Statements of Cash Flows               HTML    171K 
23: R8          Consolidated Statements of Cash Flows               HTML     33K 
                (Parenthetical)                                                  
24: R9          Business and Organization                           HTML     35K 
25: R10         Summary of Significant Accounting Policies          HTML    139K 
26: R11         Loss Per Share                                      HTML     69K 
27: R12         Acquisitions, Investments, and Licenses             HTML     62K 
28: R13         Composition of Certain Financial Statement          HTML    219K 
                Captions                                                         
29: R14         Debt                                                HTML    146K 
30: R15         Shareholders' Equity                                HTML     38K 
31: R16         Accumulated Other Comprehensive Income (Loss)       HTML     61K 
32: R17         Equity-Based Compensation                           HTML     81K 
33: R18         Income Taxes                                        HTML    160K 
34: R19         Related Party Transactions                          HTML     45K 
35: R20         Employee Benefit Plans                              HTML     33K 
36: R21         Commitments and Contingencies                       HTML     46K 
37: R22         Revenue Recognition                                 HTML     97K 
38: R23         Strategic Alliances                                 HTML     57K 
39: R24         Leases                                              HTML     52K 
40: R25         Segments                                            HTML    141K 
41: R26         Fair Value Measurements                             HTML    115K 
42: R27         Derivative Contracts                                HTML     56K 
43: R28         Selected Quarterly Financial Data (Unaudited)       HTML     67K 
44: R29         Subsequent Events                                   HTML     45K 
45: R30         Summary of Significant Accounting Policies          HTML    200K 
                (Policies)                                                       
46: R31         Summary of Significant Accounting Policies          HTML     85K 
                (Tables)                                                         
47: R32         Loss Per Share (Tables)                             HTML     64K 
48: R33         Acquisitions, Investments, and Licenses (Tables)    HTML     50K 
49: R34         Composition of Certain Financial Statement          HTML    220K 
                Captions (Tables)                                                
50: R35         Debt (Tables)                                       HTML    122K 
51: R36         Accumulated Other Comprehensive Income (Loss)       HTML     60K 
                (Tables)                                                         
52: R37         Equity-Based Compensation (Tables)                  HTML     69K 
53: R38         Income Taxes (Tables)                               HTML    153K 
54: R39         Revenue Recognition (Tables)                        HTML     70K 
55: R40         Leases (Tables)                                     HTML     56K 
56: R41         Segments (Tables)                                   HTML    143K 
57: R42         Fair Value Measurements (Tables)                    HTML    110K 
58: R43         Derivative Contracts (Tables)                       HTML     58K 
59: R44         Selected Quarterly Financial Data (Unaudited)       HTML     66K 
                (Tables)                                                         
60: R45         Business and Organization (Details)                 HTML     30K 
61: R46         Summary of Significant Accounting Policies          HTML    174K 
                (Details)                                                        
62: R47         Summary of Significant Accounting Policies -        HTML    106K 
                Schedule of Topic 606 Impact (Details)                           
63: R48         Loss Per Share - Schedule of Loss Per Share         HTML     74K 
                (Details)                                                        
64: R49         Loss Per Share - Narrative (Details)                HTML     41K 
65: R50         Acquisitions, Investments, and Licenses -           HTML     45K 
                Accounting Method, Carrying Value and Underlying                 
                Equity in Net Assets of Unconsolidated Investments               
                (Details)                                                        
66: R51         Acquisitions, Investments, and Licenses -           HTML    109K 
                Narrative (Details)                                              
67: R52         Acquisitions, Investments, and Licenses - Schedule  HTML     36K 
                of Net Gains and Losses on Equity Securities                     
                (Details)                                                        
68: R53         Composition of Certain Financial Statement          HTML    177K 
                Captions (Details)                                               
69: R54         Composition of Certain Financial Statement          HTML     50K 
                Captions - Narrative (Details)                                   
70: R55         Composition of Certain Financial Statement          HTML     48K 
                Captions - Changes in Allowance for Doubtful                     
                Accounts, Provision for Inventory Reserve and Tax                
                Valuation (Details)                                              
71: R56         Composition of Certain Financial Statement          HTML     78K 
                Captions - Changes in Goodwill (Detail)                          
72: R57         Debt - Narrative (Details)                          HTML    184K 
73: R58         Debt - Notes (Details)                              HTML     64K 
74: R59         Debt - Lines Of Credit (Details)                    HTML     71K 
75: R60         Debt - Mortgage Notes And Other Debt (Details)      HTML     40K 
76: R61         Shareholders' Equity - Narrative (Details)          HTML     66K 
77: R62         Accumulated Other Comprehensive Income (Loss)       HTML     53K 
                (Details)                                                        
78: R63         Equity-Based Compensation - Narrative (Details)     HTML     83K 
79: R64         Equity-Based Compensation - Option-Pricing Formula  HTML     49K 
                (Details)                                                        
80: R65         Equity-Based Compensation - Summary of Option       HTML     85K 
                Activity (Details)                                               
81: R66         Income Taxes - Benefits (Provision) for Income      HTML     60K 
                Taxes (Details)                                                  
82: R67         Income Taxes - Deferred Income Taxes (Details)      HTML     96K 
83: R68         Income Taxes - Change in Gross Unrecognized Income  HTML     43K 
                (Details)                                                        
84: R69         Income Taxes - Narrative (Details)                  HTML     69K 
85: R70         Income Taxes - Difference in Federal and Effective  HTML     67K 
                Tax Rate (Details)                                               
86: R71         Income Taxes - Reconciliation Losses Before Tax,    HTML     37K 
                US and Foreign Jurisdictions (Details)                           
87: R72         Related Party Transactions - Narrative (Details)    HTML    198K 
88: R73         Employee Benefit Plans (Details)                    HTML     39K 
89: R74         Commitments and Contingencies (Details)             HTML     65K 
90: R75         Revenue Recognition - Narrative (Details)           HTML     74K 
91: R76         Revenue Recognition - Schedule of Disaggregation    HTML     51K 
                of Revenue (Details)                                             
92: R77         Revenue Recognition - Schedule of Product Sales     HTML     66K 
                Allowances and Accruals (Details)                                
93: R78         Strategic Alliances (Details)                       HTML    122K 
94: R79         Leases (Details)                                    HTML     33K 
95: R80         Leases - Schedule of Maturities of Operating        HTML     50K 
                Leases (Details)                                                 
96: R81         Leases - Schedule of Capital Leases (Details)       HTML     36K 
97: R82         Leases - Schedule of Maturities of Capital Leases   HTML     55K 
                (Details)                                                        
98: R83         Segments - Narrative (Details)                      HTML     40K 
99: R84         Segments - Operating Segments (Details)             HTML    113K 
100: R85         Segments - Reconciliation Property Plant and        HTML     37K  
                Equipment, US and Foreign Jurisdictions (Details)                
101: R86         Fair Value Measurements - Assets And Liabilities    HTML     72K  
                Measured At Fair Value (Details)                                 
102: R87         Fair Value Measurements - Level 3 Reconciliation    HTML     47K  
                (Details)                                                        
103: R88         Fair Value Measurements - Narrative (Details)       HTML     41K  
104: R89         Derivative Contracts - Fair Value and Presentation  HTML     45K  
                (Details)                                                        
105: R90         Derivative Contracts - Losses and Gains on          HTML     40K  
                Derivative Instruments (Details)                                 
106: R91         Selected Quarterly Financial Data (Unaudited)       HTML     61K  
                (Details)                                                        
107: R92         Subsequent Events (Details)                         HTML    111K  
108: R9999       Uncategorized Items - opk-12312018x10k.htm          HTML     32K  
110: XML         IDEA XML File -- Filing Summary                      XML    200K  
15: XML         XBRL Instance -- opk-12312018x10k_htm                XML   4.39M 
109: EXCEL       IDEA Workbook of Financial Reports                  XLSX    155K  
11: EX-101.CAL  XBRL Calculations -- opk-20181231_cal                XML    364K 
12: EX-101.DEF  XBRL Definitions -- opk-20181231_def                 XML   1.33M 
13: EX-101.LAB  XBRL Labels -- opk-20181231_lab                      XML   2.82M 
14: EX-101.PRE  XBRL Presentations -- opk-20181231_pre               XML   1.76M 
10: EX-101.SCH  XBRL Schema -- opk-20181231                          XSD    259K 
111: JSON        XBRL Instance as JSON Data -- MetaLinks              562±   834K  
112: ZIP         XBRL Zipped Folder -- 0000944809-19-000017-xbrl      Zip    629K

‘EX-10.33’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

STOCK PURCHASE AGREEMENT

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”).

WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires to purchase from the Company, shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), on the terms and subject to the conditions set forth in this Agreement (the “Transaction”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

Article 1

Purchase and Sale of Common Stock

1.1 Purchase and Sale of the Shares. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to Purchaser, and Purchaser hereby agrees to purchase from the Company, a number of shares of Common Stock (the “Shares”) equal to (a) ______________________ (the “Purchase Price”), divided by (b) the last closing bid price of the Common Stock on the NASDAQ Global Select Market on the date hereof.

1.2 Closing. The issuance, sale and delivery of the Shares (the “Closing”) shall take place at the Company’s offices in Miami, Florida on November 8, 2018, or as soon as possible thereafter (the “Closing Date”). As payment in full for the Shares being purchased at the Closing, Purchaser shall pay to the Company the Purchase Price by wire transfer. The obligation of the Company to deliver the Shares on the Closing Date as provided herein is subject to the approval for listing of the Shares by the NASDAQ Global Select Market.

Article 2

Additional Agreements

The Company and Purchaser shall cooperate with each other and use their respective commercially reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable laws and regulations to consummate and make effective the sale of the Shares (the “Sale”) and the other transactions contemplated by this Agreement as soon as practicable, including preparing and filing

as promptly as practicable all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as practicable all permits, consents, approvals and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the sale or any of the other transactions contemplated by this Agreement.

Article 3

Representations and Warranties of the Company

The Company represents and warrants to Purchaser as of the date hereof as follows:

3.1 Authorization of Agreements, etc. The execution and delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, and the issuance, sale and delivery of the Shares have been duly authorized by all requisite corporate action and will not result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of the Company’s Certificate of Incorporation, as amended, or Bylaws, as amended; (b) any provision of any judgment, decree or order to which the Company is a party or by which it is bound; ( c) any material contract or agreement to which the Company is a party or by which it is bound; or ( d) any statute, rule or governmental regulation applicable to the Company, except where such violation, conflict, or default would not have a material adverse effect on the Company.

3.2 Valid Issuance of Common Stock. The Shares have been duly authorized and, when issued, sold and delivered in accordance with this Agreement for the consideration expressed herein will be validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof and will be free and clear of all liens, charges and encumbrances of any nature whatsoever except for restrictions on transfer under this Agreement and under applicable Federal and state securities laws.

3.3 Validity. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

3.4 Brokers and Finders. Neither the Company nor any of its subsidiaries, officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage

fees, commissions or finders’ fees in connection with the Sale or the other transactions contemplated by this Agreement.

Article 4

Representations and Warranties of Purchaser

The Purchaser represents and warrants to the Company as of the date hereof as follows:

4.1 Validity. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms except:

(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally; and

(b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.2 Investment Representations.

(a) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and was not organized for the specific purpose of acquiring the Shares;

(b) Purchaser has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company’s stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof and it has independently evaluated the merits and risks of its participation in the transaction contemplated hereby and, in so evaluating, has not relied upon any other person in connection with its decision to participate in such transactions;

(c) it is the present intention that the Shares being purchased by Purchaser are being acquired for Purchaser’s own account for the purpose of investment and not with a present view to or for sale in connection with any distribution thereof;

(d) Purchaser understands that:

(i) the Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof or Rule 505 or 506 promulgated under the Securities Act;

(ii) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration;

(iii) the Shares will bear a legend to such effect; and

(iv) the Company will make a notation on its transfer books to such effect; and

(e) the Company has made available to Purchaser all documents and information that the Purchaser has requested relating to an investment in the Company.

4.3 Brokers and Finders. The Purchaser has not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the Sale or the other transactions contemplated by this Agreement.

Article 5

Miscellaneous

5.1 Legend. Each certificate that represents Shares shall have conspicuously endorsed thereon the following legends:

THIS STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS STOCK MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (A) A REGISTRATION STATEMENT FOR THE STOCK UNDER THE SECURITIES ACT IS IN EFFECT OR (B) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR THE RELEVANT STATE SECURITIES LAWS.

5 .2 Brokerage. Each party hereto will indemnify and hold harmless the other against and in respect of any claim for brokerage or other commissions relative to this Agreement or to the transactions contemplated hereby, based in any way on agreements, arrangements or understandings made or claimed to have been made by such party with any third party.

5.3 Parties in Interest. All representations, covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.

5.4 Notices. All notices, requests, consents, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, on the date of transmittal of services via telecopy to the party to whom notice is to be given (with a confirming copy delivered within 24 hours thereafter), or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or overnight mail via a nationally recognized courier providing a receipt for delivery and properly addressed as follows:

If to the Company: OPKO Health, Inc.

4400 Biscayne Blvd.

Miami, FL 33137

Attn: Kate Inman, General Counsel

If to the Purchaser: To the address specified on the signature pages hereto.

Any party may change its address for purposes of this paragraph by giving notice of the new address to each of the other parties in the manner set forth above.

5.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida for all purposes and in all respects, without regard to the conflict of law provisions of such state.

5.6 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof.

5.7 Counterparts. This Agreement may be executed in two or more counterparts (including facsimiles), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.8 Amendments and Waivers. This Agreement may be amended or modified, and provisions hereof may be waived, only with the written consent of the Company and the Purchaser.

5.9 Severability. If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

5.10 Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement.

[Signatures on Following Pages]

NOW THEREFORE, the Company and Purchaser have executed this Stock Purchase Agreement as of the date first above written.

OPKO HEALTH, INC.



By:
Name:	*Steve D. Rubin*
Title:	Executive Vice President



Address:	4400 Biscayne Boulevard
	Miami, FL 33137

INVESTOR:

_____________________________________



By:
Name:
Address:

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	3/1/19	4
For Period end:	12/31/18	4, 5
	11/8/18	4
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/18/21  Opko Health, Inc.                 10-K       12/31/20  111:16M

↑Top

Filing Submission 0000944809-19-000017 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)