ITEM 1.01. Entry into a Material Definitive Agreement.
On June 16, 2021, EirGen Pharma Limited ("EirGen"), an entity formed under the
laws of Ireland and a subsidiary of OPKO Health, Inc., a Delaware corporation
("OPKO"), and Horizon Therapeutics Ireland DAC, an entity formed under the laws
of Ireland ("Horizon"), entered into an Asset Purchase Agreement (the
"Agreement"), pursuant to which EirGen agreed to sell, and Horizon agreed to
purchase, all of the assets comprising EirGen's sterile fill finish facility and
surrounding land in Waterford, Ireland to Horizon for $65 million in cash, less
certain accrued liabilities, together with the assumption by Horizon of certain
liabilities (the "Transaction"). In accordance with applicable law, certain
EirGen employees will transfer to Horizon upon consummation of the Transaction.
Consummation of the Transaction is subject to customary closing conditions,
including the termination of a mandatory notice period to employees under
applicable law. Each party's obligation to consummate the Transaction is also
subject to the accuracy of the representations and warranties of the other party
(subject to certain exceptions) and the performance in all material respects of
the other party's respective covenants under the Agreement.
The foregoing description of the Agreement is only a summary and is qualified in
its entirety by reference to the complete text of the Agreement, which will be
filed as an exhibit to OPKO's Quarterly Report on Form 10-Q for the period
ending June 30, 2021.
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