ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 9th, 2011 • Opko Health, Inc. • Surgical & medical instruments & apparatus • England
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 21, 2011, is made by and among Optos plc, a company incorporated in Scotland with registered number SC139953 (the “Company”), Optos Inc., a wholly-owned subsidiary of the Company (the “Buyer”), OPKO Health, Inc., a Delaware corporation (“OPKO Health”), OPKO Instrumentation, LLC, a Delaware limited liability company (“Instrumentation”), Ophthalmic Technologies, Inc., an Ontario corporation (“OTI”) and OTI (UK) Limited, a company incorporated in England (“OTI UK”, with each of Instrumentation, OTI and OTI UK being referred to as a “Seller”, and together the “Sellers”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 9th, 2011 • Opko Health, Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (the “Agreement”) is entered into as of October 13, 2011 (the “Agreement Date”), by and among (i) Opko Health, Inc., a Delaware corporation (the “Buyer”), (ii) Claros Merger Subsidiary, LLC, a Delaware limited liability company (the “Merger Sub”), (iii) Claros Diagnostics, Inc., a Delaware corporation (the “Company”), and (iv) Ellen Baron, Marc Goldberg, and Michael Magliochetti, acting in each case in his or her capacity as a member of the Shareholder Representative Committee constituted pursuant to Section 3.12 below. Certain capitalized terms used herein shall have the meanings set forth in Article I of this Agreement.
