OPKO HEALTH, INC. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS. (Form 10-Q)

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PREVIEW

You should read this discussion together with the unaudited Condensed
Consolidated Financial Statements, related notes, and other financial
information included elsewhere in this Quarterly Report on Form 10-Q together
with our audited consolidated financial statements, related notes, and other
information contained in our Annual Report on Form 10-K for the year ended
December 31, 2021 (the "Form 10-K"). The following discussion contains
assumptions, estimates and other forward-looking statements that involve a
number of risks and uncertainties, including those discussed under "Risk
Factors," in Part I, Item 1A of the Form 10-K and as described from time to time
in our other filings with the Securities and Exchange Commission. These risks
could cause our actual results to differ materially from those anticipated in
these forward-looking statements.

We are a diversified healthcare company that seeks to establish industry-leading
positions in large and rapidly growing medical markets. Our diagnostics business
includes BioReference Health LLC, formerly BioReference Laboratories, Inc.
("BioReference"), one of the nation's largest full service laboratories with an
almost 250-person sales and marketing team to drive growth and leverage new
products. Our pharmaceutical business features Rayaldee, a U.S. Food and Drug
Administration ("FDA") approved treatment for secondary hyperparathyroidism
("SHPT") in adults with stage 3 or 4 chronic kidney disease ("CKD") and vitamin
D insufficiency and a pipeline of products in various stages of development. Our
leading product in development is Somatrogon (hGH-CTP), a once-weekly human
growth hormone for which we have partnered with Pfizer, Inc. ("Pfizer") and
successfully completed a phase 3 study in August 2019. Regulatory applications
for Somatrogon (hGH-CTP) have been submitted to several countries around the
world for review. In February 2022, the European Commission granted marketing
authorization in the European Union for Somatrogon (hGH-CTP) under the brand
name NGENLA® to treat children and adolescents from as young as three years of
age with growth disturbance due to insufficient secretion of growth hormone and
we received pricing approval in Germany in April 2022. In January 2022, the
Ministry of Health, Labour and Welfare in Japan approved NGENLA® (Somatrogon)
for the long-term treatment of pediatric patients who have growth failure due to
an inadequate secretion of endogenous growth hormone and we received pricing
approval in April 2022. In October 2021, Health Canada approved NGENLA® for the
long-term treatment of pediatric patients who have growth hormone deficiency,
and Australia's Therapeutic Goods Administration approved NGENLA® for the
long-term treatment of pediatric patients with growth disturbance due to
insufficient secretion of growth hormone. We also submitted the initial
Biologics License Application ("BLA") with the FDA for approval of Somatrogon
(hGH-CTP) in the United States, and Pfizer received a Complete Response Letter
in January 2022. Pfizer and OPKO are evaluating the FDA's comments and will work
with the agency to determine the best path forward for Somatrogon (hGH-CTP) in
the United States. We are incorporated in Delaware, and our principal executive
offices are located in leased offices in Miami, Florida.

Through BioReference, we provide laboratory testing services, primarily to
customers in the larger metropolitan areas in New York, New Jersey, Florida,
Texas, Maryland, California, Pennsylvania, Delaware, Washington, DC, Illinois
and Massachusetts, as well as to customers in a number of other states. We offer
a comprehensive test menu of clinical diagnostics for blood, urine and tissue
analysis. This includes hematology, clinical chemistry, immunoassay,
infectious diseases, serology, hormones, and toxicology assays, as well as Pap
smear, anatomic pathology (biopsies) and other types of tissue analysis. We
market our laboratory testing services directly to physicians, geneticists,
hospitals, clinics, correctional and other health facilities.

We operate established pharmaceutical platforms in Ireland, Chile, Spain, and
Mexico, which are generating revenue and from which we expect to generate
positive cash flow and facilitate future market entry for our products currently
in development. In addition, we have a development and commercial supply
pharmaceutical company and a global supply chain operation and holding company
in Ireland. We own a specialty active pharmaceutical ingredients manufacturer in
Israel, which we expect will facilitate the development of our pipeline of
molecules and compounds for our proprietary molecular diagnostic and therapeutic
products.



RECENT DEVELOPMENTS

In early 2022, each of the European Commission and the Ministry of Health,
Labour and Welfare in Japan approved the next-generation long-acting recombinant
human growth hormone NGENLA (Somatrogon), a once-weekly injection to treat
pediatric growth hormone deficiency in Europe and Japan, respectively. Further,
Canada and Australia approved NGENLA in October and November of 2021,
respectively. In April 2022, Pfizer notified OPKO that NGENLA has received
pricing approval in Germany and Japan. With the achievement of these milestones,
we are entitled to receive an aggregate of $85.0 million in milestone payments.

In early 2022, VFMCRP initiated the commercial launch of Rayaldee in GermanyRayaldee’s first launch outside the

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WE VFMCRP is OPKO’s business partner for Rayaldee in Europe and some markets outside the WE

In January 2022, the FDA issued a Complete Response Letter for the BLA for
Somatrogon. Pfizer and OPKO are evaluating the FDA's comments and will work with
the agency to determine the best path forward for Somatrogon (hGH-CTP) in the
United States.

In January 2022, Sema4 Holdings Corp. ("Sema4") and OPKO entered into a
definitive agreement (the "GeneDx Merger Agreement"), pursuant to which Sema4
agreed to acquire OPKO's wholly owned subsidiary, GeneDx LLC, formerly GeneDx,
Inc. ("GeneDx"), a leader in genomic testing and analysis, subject to the
satisfaction of customary closing conditions (the "GeneDx Transaction"). The
GeneDx Transaction closed on April 29, 2022.

On May 9, 2022, the Company entered into an Agreement and Plan of Merger with
Orca Acquisition Sub, Inc. ("Merger Sub ", a subsidiary of the Company formed
for the purposes of this transaction), ModeX Therapeutics, Inc., ("ModeX" or
"Seller") and Sellers' representative (the "Merger Agreement"), pursuant to
which Merger Sub was merged with and into ModeX, with ModeX becoming a wholly
owned subsidiary of the Company (the "Merger"). The Company paid an aggregate of
$300 million for all of the outstanding equity of ModeX, as adjusted by
customary adjustments. The consideration paid at closing consisted of shares of
our common stock, which was valued based on the average of the daily
volume-weighted average price over the thirty (30) trading days prior to the
date that is two (2) days prior to the signing of the Merger Agreement . In
addition, the Company has made a number of management changes in connection with
the Merger. Elias Zerhouni, M.D., Gary Nabel, M.D., PhD., and Alexis Borisy were
appointed to the Board of the Company, with Dr. Zerhouni appointed as the Vice
Chair. Elizabeth Nabel, one of the founders of ModeX, is the new Chief Medical
Officer of the Company. Dr. Gary Nabel has been named the CEO of ModeX and Chief
Innovation Officer of the Company and Dr. Zerhouni has been named the President
of the Company.



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RESULTS OF OPERATIONS

Impact of COVID-19

We continue to be a part of the coordinated public and private sector response
to SARS-CoV-2, a novel strain of coronavirus, referred to as COVID-19. There
continues to be a high level of uncertainty relating to how the pandemic will
evolve, how governments and consumers will react, progress on the distribution
of vaccines and whether the pandemic will have a longer-term effect on the
healthcare industry and patient habits. BioReference is providing COVID-19
solutions, including diagnostic molecular testing and serology antibody testing,
to meet the testing needs of its customers, including physicians, health
systems, long-term care facilities, governments, schools, employers,
professional sports teams and entertainment venues, as well as the general
public through relationships with retail pharmacy chains.

Since the pandemic began in the U.S., we have invested in testing capabilities
and infrastructure to meet demand for our molecular and antibody testing for
COVID-19. Throughout the last two years, we have managed our company-wide lab
operations specimen acquisition, logistics, procurement, customer service, and
initiatives to manage our cost structure to match the ever changing COVID-19
testing volumes and to manage efficiency gains in our core clinical lines of
business. We anticipate that COVID-19 will continue to impact our business in
2022 and demand for COVID-19 testing will fluctuate with the potential for
increases and decreases in demand at different times and across different
geographies; however, overall, we expect COVID-19 test demand to trend down in
2022 as compared to 2021.

Revenue from services for the three months ended March 31, 2022 decreased by
$220.4 million as compared to 2021 due to lower COVID-19 testing volumes. We
maintain our ability to quickly scale-up COVID-19 PCR testing capacity, even
during periods of reduced demand. In doing so, we are able to immediately and
effectively respond to surges in positive cases and testing needs. We are unable
to predict how long the demand will continue for our COVID-19 related testing,
or whether pricing and reimbursement policies for testing will be sustained.
Excluding COVID-19 test volumes, for the three months ended March 31, 2022,
genomic and routine clinical test volume increased 14.0% and 0.4% respectively,
as compared to volumes for the three months ended March 31, 2021.

In March 2022, the U.S. Health Resources and Services Administration ("HRSA")
informed providers that, after March 22, 2022, it would stop accepting claims
for testing and treatment for uninsured individuals under the HRSA COVID-19
Uninsured Program and that claims submitted prior to that date would be subject
to eligibility and availability of funds. For the three months ended March 31,
2022, revenue for testing of uninsured individuals under the HRSA COVID-19
Uninsured Program represented approximately 7.9% of our COVID-19 testing
revenue. As of March 31, 2022, less than 6% of our net accounts receivable was
associated with claims for reimbursement for COVID-19 testing of uninsured
individuals. Although we believe that our estimates for contractual allowances
and patient price concessions are appropriate, actual results could differ from
those estimates.

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021

Our consolidated operating profit (loss) for the three months ended
March 31, 2022 and 2021 is as follows:

                                           For the three months ended
                                                   March 31,
(In thousands)                                 2022          2021               Change                % Change
Revenues:
Revenue from services                     $   286,599    $  506,951          $ (220,352)                      (43) %
Revenue from products                          36,658        33,945               2,713                         8  %
Revenue from transfer of intellectual
property and other                              5,962         4,269               1,693                        40  %
Total revenues                                329,219       545,165            (215,946)                      (40) %
Costs and expenses:
Cost of revenue                               243,875       363,507            (119,632)                      (33) %
Selling, general and administrative           117,537       112,286               5,251                         5  %
Research and development                       18,312        19,315              (1,003)                       (5) %
Contingent Consideration                         (106)         (957)                851                       (89) %
Amortization of intangible assets              22,025        12,577               9,448                        75  %

Total costs and expenses                      401,643       506,728            (105,085)                      (21) %
Income (loss) from operations                 (72,424)       38,437            (110,861)                     (288) %



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Diagnostics

                                           For the three months ended
                                                   March 31,
(In thousands)                                 2022          2021               Change                % Change
Revenues
Revenue from services                     $   286,599    $  506,951          $ (220,352)                      (43) %

Total revenues                                286,599       506,951            (220,352)                      (43) %
Costs and expenses:
Cost of revenue                               221,206       339,428            (118,222)                      (35) %
Selling, general and administrative            94,957        89,317               5,640                         6  %
Research and development                        6,222         3,631               2,591                        71  %

Amortization of intangible assets               7,762         7,561                 201                         3  %

Total costs and expenses                      330,147       439,937            (109,790)                      (25) %
Income (loss) from operations                 (43,548)       67,014            (110,562)                     (165) %



Revenue. Revenue from services for the three months ended March 31, 2022
decreased by approximately $220.4 million compared to the three months ended
March 31, 2021. The decrease in revenue for the three months ended March 31,
2022 reflects lower demand for COVID-19 testing and lower COVID-19 reimbursement
of $164.0 million and $26.6 million, respectively. BioReference performed 2.0
million molecular tests for COVID-19 and 0.1 million serology antibody tests
during the three months ended March 31, 2022, which represented 46.9% of total
volume for that period. In comparison, the three months ended March 31, 2021
included 4.1 million molecular tests for COVID-19 and 0.2 million serology
antibody tests. The reduction in reimbursement reflects an increase in
utilization of antigen point of care diagnostic tests as well as a change in the
mix of customers which have varying contract prices depending on the level of
services we provide.

Furthermore, clinical test reimbursement decreased $44.9 million as a result of
the mix of testing ordered. Partially offsetting the decrease in COVID-19 test
volumes and clinical test reimbursement, were an improvement in genomic test
reimbursement of $9.7 million, an increase in clinical test volume of $1.9
million, and genomic test volume of $3.2 million, respectively.

Estimated collection amounts are subject to the complexities and ambiguities of
billing, reimbursement regulations and claims processing, as well as
considerations unique to Medicare and Medicaid programs, and require us to
consider the potential for retroactive adjustments when estimating variable
consideration in the recognition of revenue in the period the related services
are rendered. For the three months ended March 31, 2022 and 2021, positive
revenue adjustments due to changes in estimates of implicit price concessions
for performance obligations satisfied in prior periods of $2.0 million and $28.0
million were recognized, respectively. Revenue adjustments for the three months
ended March 31, 2022 and 2021 were primarily due to an improvement in COVID-19
test reimbursement estimates.

The composition of Service revenue by payer for the three months ended
March 31, 2022 and 2021 was as follows:

                             Three months ended March 31,
(In thousands)                   2022                   2021
Healthcare insurers   $        95,779                $ 164,829
Government payers              27,588                   73,658
Client payers                 159,040                  262,907
Patients                        4,192                    5,557
Total                 $       286,599                $ 506,951

Paying customers include cities, states, and businesses for which BioReference provides COVID-19 testing services.

Cost of revenue. Cost of revenue for the three months ended March 31, 2022
decreased $118.2 million compared to the three months ended March 31, 2021. Cost
of revenue decreased primarily due to a decline in the volume of COVID-19 tests
performed during the three months ended March 31, 2022 compared to 2021. Cost of
revenue for the three months ended March 31, 2022 also decreased due to changes
in the test mix during the period.

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Selling, general and administrative expenses. Selling, general and
administrative expenses for the three months ended March 31, 2022 and 2021 were
$95.0 million and $89.3 million, respectively. Selling, general and
administrative expenses in our diagnostics segment increased primarily due to
increased investment in our commercial digital organization resulting in higher
professional fees, personnel expenses and equity-based compensation due to the
acceleration of certain option awards.

Research and development costs. The following table summarizes the components of our research and development expenses:

Research and Development Expenses                                  Three months ended March 31,
                                                                    2022                   2021
External expenses:
PMA studies                                                   $            -          $         31
Research and development employee-related expenses                     4,926                 2,194
Other internal research and development expenses                       1,296                 1,406
Total research and development expenses                       $        

6,222 $3,631


The increase in research and development expenses for the three months ended
March 31, 2022 resulted primarily related to the development of clinical and
genomics testing services at BioReference.

Amortization of intangible assets. Amortization of intangible assets was $7.8
million and $7.6 million, respectively, for the three months ended March 31,
2022 and 2021. Amortization expense reflects the amortization of acquired
intangible assets with defined useful lives.


Pharmaceuticals

                                           For the three months ended
                                                    March 31,
(In thousands)                                 2022           2021               Change                % Change
Revenues:

Revenue from products                     $     36,658    $   33,945          $    2,713                         8  %
Revenue from transfer of intellectual
property and other                               5,962         4,269               1,693                        40  %
Total revenues                                  42,620        38,214               4,406                        12  %
Costs and expenses:
Cost of revenue                                 22,669        24,089              (1,420)                       (6) %
Selling, general and administrative             11,611        13,406              (1,795)                      (13) %
Research and development                        12,291        15,817              (3,526)                      (22) %
Contingent Consideration                          (106)         (957)                851                       (89) %
Amortization of intangible assets               14,263         5,016               9,247                       184  %

Total costs and expenses                        60,728        57,371               3,357                         6  %
loss from operations                           (18,108)      (19,157)              1,049                        (5) %



Revenue. The increase in revenue from products for the three months ended
March 31, 2022 compared to the three months ended March 31, 2021 was primarily
attributable to an increase in sales at most of our international operating
companies. Revenue from sales of Rayaldee for the three months ended March 31,
2022 and 2021 was $5.1 million and $5.8 million, respectively. Sales of Rayaldee
in 2022 and 2021 have been negatively impacted as a result of challenges in
onboarding new patients due to the COVID-19 pandemic. Revenue from transfer of
intellectual property and other for the three months ended March 31, 2022 and
2021 reflect $2.2 million and $2.8 million, respectively, of revenue related to
the Pfizer Transaction. In addition, OPKO recognized a $3.0 million milestone
payment from VFMCRP in transfer of intellectual property and other during the
three months ended March 31, 2022.

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Revenue cost. Cost of sales for the three months ended March 31, 2022
decreases $1.4 million compared to the three months ended March 31, 2021
mainly due to a $2.7 million inventory reserve accounted for Rayaldee inventory for the three months ended March 31, 2021.

Selling, general and administrative expenses. Selling, general and
administrative expenses for the three months ended March 31, 2022 and 2021 were
$11.6 million and $13.4 million, respectively. The decrease in selling, general
and administrative expenses was primarily due to a decrease in legal expenses
and selling expenses related to Rayaldee. Selling, general and administrative
expenses for the pharmaceutical segment for the three months ended March 31,
2022 and 2021 included equity-based compensation expense of $0.3 million and
$0.3 million, respectively.

Research and development expenses. Research and development expenses for the
three months ended March 31, 2022 and 2021 were $12.3 million and $15.8 million,
respectively. Research and development expenses include external and internal
expenses, partially offset by third-party grants and funding arising from
collaboration agreements. External expenses include clinical and non-clinical
activities performed by contract research organizations, lab services, purchases
of drug and diagnostic product materials and manufacturing development costs. We
track external research and development expenses by individual program for phase
3 clinical trials for drug approval and premarket approval for diagnostics
tests, if any. Internal expenses include employee-related expenses such as
salaries, benefits and equity-based compensation expense. Other internal
research and development expenses are incurred to support overall research and
development activities and include expenses related to general overhead and
facilities.

The following table summarizes the components of our research and development expenses:

Research and Development Expenses                                  Three 

months ended March, 31st,

                                                                    2022                    2021
External expenses:
Manufacturing expense for biological products                $         1,250          $       1,567
Phase III studies                                                      2,632                  2,351
Post-marketing studies                                                    17                      5
Earlier-stage programs                                                 2,601                  5,193
Research and development employee-related expenses                     5,173                  5,328
Other internal research and development expenses                         618                  1,383
Third-party grants and funding from collaboration agreements               -                    (10)
Total research and development expenses                      $        

12,291 $15,817


The decrease in research and development expenses for the three months ended
March 31, 2022 was primarily due to a decrease in research and development
expenses for Somatrogon (hGH-CTP), a once-weekly human growth hormone injection
for which we have partnered with Pfizer and successfully completed a phase 3
study in August 2019. Ongoing expenses on the Somatrogon program support open
label extension studies that will continue until market launch of Somatrogon in
certain countries, as well as the preparation of applications for marketing
approvals. Research and development expenses for the pharmaceutical segment for
the three months ended March 31, 2022 and 2021 included equity-based
compensation expense of $0.3 million and $0.4 million, respectively.

Contingent consideration. Contingent consideration for the three months ended
March 31, 2022 and 2021 was $0.1 million and $1.0 million reversal of expense,
respectively. Contingent consideration for the three months ended March 31, 2022
and 2021 was primarily attributable to changes in assumptions regarding the
timing of achievement of future milestones for OPKO Renal, and potential amounts
payable to former stockholders of OPKO Renal in connection therewith, pursuant
to our acquisition agreement in March 2013.

Amortization of intangible assets. Amortization of intangible assets was $14.3
million and $5.0 million, respectively, for the three months ended March 31,
2022 and 2021. Amortization expense reflects the amortization of acquired
intangible assets with defined useful lives. In the first quarter of 2022, we
reclassified $590.2 million of IPR&D related to Somatrogon (hGH-CTP) from IPR&D
in our Condensed Consolidated Balance Sheet upon the approval of NGENLA
(Somatrogon) in Europe and Japan. The assets will be amortized on a
straight-line basis over their estimated useful life of approximately 12 years.

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Corporate

                                          For the three months ended March
                                                         31,
(In thousands)                                  2022             2021                 Change                % Change

Costs and expenses:
Cost of revenue                           $            -    $        (10)         $        10                      (100) %
Selling, general and administrative               10,969           9,563                1,406                        15  %
Research and development                            (201)           (133)                 (68)                       51  %
Total costs and expenses                          10,768           9,420                1,348                        14  %
Loss from operations                             (10,768)         (9,420)              (1,348)                       14  %



Operating loss for our unallocated corporate operations for the three months
ended March 31, 2022 and 2021 was $10.8 million and $9.4 million, respectively,
and principally reflect general and administrative expenses incurred in
connection with our corporate operations. Operating loss for our unallocated
corporate operations for the three months ended March 31, 2022 was driven by an
increase in legal fees.

Other

Interest income. Interest income for the three months ended March 31, 2022 and
2021 was not significant as our cash investment strategy emphasizes the security
of the principal invested and fulfillment of liquidity needs.

Interest expense. Interest expense for the three months ended March 31, 2022 and
2021 was $2.7 million and $5.4 million, respectively. Interest expense was
principally related to interest incurred on the 2025 Notes, the 2023 Convertible
Notes, the 2033 Senior Notes, and BioReference's outstanding debt under the A&R
Credit Agreement. The decrease in interest expense was primarily due to the
impact of the adoption of ASU 2020-06 on the 2025 Notes. Due to the adoption of
ASU 2020-06, interest expense decreased due to the elimination of the discount
created by recognizing a component of convertible debt in equity. Refer to Note
7.

Fair value changes of derivative instruments, net. Fair value changes of
derivative instruments, net for the three months ended March 31, 2022 and 2021,
was $0.1 million and $0.4 million of expense, respectively. Derivative expense
for the three months ended March 31, 2022 and 2021, was principally related to
the change in fair value on foreign currency forward exchange contracts at OPKO
Chile.

Other income (expense), net. Other income (expense), net for the three months
ended March 31, 2022 and 2021, was $1.4 million of income and $0.9 million of
expense, respectively. Other income (expense) for the three months ended
March 31, 2022 and 2021 primarily consisted of foreign currency transaction
gains (losses) recognized during the period.

Income tax benefit (provision). Our income tax benefit (provision) for the three
months ended March 31, 2022 and 2021 was $21.3 million and $(0.6) million,
respectively, and reflects quarterly results using our expected effective tax
rate.  For the three months ended March 31, 2022, the tax rate differed from the
U.S. federal statutory rate of 21% primarily due to a $22.0 million discrete
benefit resulting from reduced tax rates that will be applicable to existing
foreign deferred tax liabilities, as well as the relative mix in earnings and
losses in the U.S. versus foreign tax jurisdictions, and operating results in
tax jurisdictions which do not result in a tax benefit.

Loss from investments in investees. We have made investments in certain early
stage companies that we perceive to have valuable proprietary technology and
significant potential to create value for us as a shareholder or member. We
account for these investments under the equity method of accounting, resulting
in the recording of our proportionate share of their losses until our share of
their loss exceeds our investment. Until the investees' technologies are
commercialized, if ever, we anticipate they will report net losses. Loss from
investments in investees was $49 thousand and $43 thousand for the three months
ended March 31, 2022 and 2021, respectively.





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CASH AND CAPITAL RESOURCES

At March 31, 2022, we had cash and cash equivalents of approximately $102.3
million. Cash used in operations of $19.9 million for the three months ended
March 31, 2022 principally reflects general and administrative expenses related
to our corporate operations and research and development activities. Cash used
in investing activities for the three months ended March 31, 2022 primarily
reflects capital expenditures of $5.3 million. Cash used in financing activities
of $7.9 million primarily reflects net repayments on our lines of credit. We
have historically not generated sustained positive cash flow sufficient to
offset our operating and other expenses, and our primary sources of cash have
been from the public and private placement of equity, the issuance of the 2033
Senior Notes, 2023 Convertible Notes and 2025 Notes and credit facilities
available to us.

In April 2022, Pfizer notified OPKO that NGENLA (Somatrogon), a once-weekly
injection to treat pediatric growth hormone deficiency, has received pricing
approval in Germany and Japan. NGENLA was granted marketing authorization by the
Ministry of Health, Labour and Welfare in Japan and by the European Commission
in January and February of this year, respectively. With the achievement of
these milestones, we are entitled to receive an aggregate of $85.0 million in
milestone payments.

In January 2022, we and Sema4 announced the execution of the GeneDx Merger
Agreement, pursuant to which Sema4 has agreed to acquire our wholly owned
subsidiary, GeneDx. The GeneDx Transaction closed on April 29, 2022. As of
March 31, 2022 and December 31, 2021, GeneDx met the held-for-sale accounting
criteria and the related assets and liabilities are classified as held for sale
in the consolidated balance sheet.

Under the terms of the GeneDx Merger Agreement, Sema4 has agreed to acquire
GeneDx for an upfront payment of $150 million in cash, subject to adjustments,
plus 80.0 million shares in Sema4, with up to an additional $150 million
revenue-based milestones over the next two years (which will be payable in cash
or Sema4 shares at Sema4's discretion). Based on the closing stock price of
Sema4 as of April 29, 2022, the total upfront consideration represents
approximately $322 million, and the total aggregate consideration including
potential milestones is approximately $472 million.

In February 2019, we issued $200.0 million aggregate principal amount of the
2025 Notes in an underwritten public offering. The 2025 Notes bear interest at a
rate of 4.50% per year, payable semiannually in arrears on February 15 and
August 15 of each year. The notes mature on February 15, 2025, unless earlier
repurchased, redeemed or converted.

Holders may convert their 2025 Notes into shares of Common Stock at their option
at any time prior to the close of business on the business day immediately
preceding November 15, 2024, subject to the satisfaction of certain conditions.
Upon conversion, we will pay or deliver, as the case may be, cash, shares of our
Common Stock, or a combination of cash and shares of our Common Stock, at our
election.

The current conversion rate for the 2025 Bonds is 236.7424 ordinary shares per $1,000 principal amount of the 2025 Bonds (equivalent to a conversion price of approximately $4.22 per common share). The conversion rate of the 2025 Bonds is subject to adjustment in certain cases, but will not be adjusted for any accrued and unpaid interest.

In May 2021, we entered into exchange agreements with certain holders of the
2025 Notes pursuant to which the holders exchanged $55.4 million in aggregate
principal amount of the outstanding 2025 Notes for 19,051,270 shares of our
Common Stock (the "Exchange").

As of March 31, 2022, the total commitments under our A&R Credit Agreement with
CB and our lines of credit with financial institutions in Chile and Spain were
$89.5 million, of which $16.5 million was drawn as of March 31, 2022. At
March 31, 2022, the weighted average interest rate on these lines of credit was
approximately 5.5%. These lines of credit are short-term and are used primarily
as a source of working capital. The highest aggregate principal balance at any
time outstanding during the three months ended March 31, 2022 was $16.6 million.
We intend to continue to draw under these lines of credit as needed. There is no
assurance that these lines of credit or other funding sources will be available
to us on acceptable terms, or at all, in the future.

The A&R Credit Agreement provides for a $75.0 million secured revolving credit
facility and includes a $20.0 million sub-facility for swingline loans and a
$20.0 million sub-facility for the issuance of letters of credit. The A&R Credit
Agreement matures on August 30, 2024 and is guaranteed by all of BioReference's
domestic subsidiaries, subject to certain exceptions. The A&R Credit Agreement
is also secured by substantially all assets of BioReference and its domestic
subsidiaries, subject to certain exceptions, as well as a non-recourse pledge by
us of our equity interest in BioReference. Availability under the A&R Credit
Agreement is based on a borrowing base composed of eligible accounts receivables
of BioReference and certain of its subsidiaries, as specified therein. As of
March 31, 2022, $64.8 million remained available for borrowing under the A&R
Credit Agreement.

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In connection with our agreements with Pfizer, VFMCRP, Nicoya and CAMP4, we are
eligible to receive various milestone payments and royalty considerations. Under
the terms of the Pfizer Agreement, we are eligible to receive up to an
additional $275.0 million upon the achievement of certain regulatory milestones,
including $85 million of milestone payments we expect to receive during the
second quarter of 2022. In addition, we are eligible to receive initial tiered
royalty payments associated with the commercialization of Somatrogon for adult
GHD with percentage rates ranging from the high teens to mid-twenties. Upon the
launch of Somatrogon for pediatric GHD in certain major markets, the royalties
will transition to regional, tiered gross profit sharing for both Somatrogon and
Pfizer's Genotropin®. Under the terms of the VFMCRP Agreement, we are entitled
to receive up to an additional $17 million in regulatory milestones and $207
million in milestone payments tied to launch, pricing and sales of Rayaldee,
including a $3.0 million milestone payment we recognized during the three months
ended March 31, 2022 upon the first sale of Rayaldee in Europe. In addition, we
are eligible to receive tiered, double-digit royalty payments. Under the terms
of the Nicoya Agreement, we received an initial upfront payment of $5 million
and are eligible to receive an additional $5 million upon the first to occur of
(A) a predetermined milestone and (B) the first anniversary of the effective
date. We are also eligible to receive up to an additional aggregate amount of
$115 million upon the achievement of certain development, regulatory and
sales-based milestones by Nicoya for the Nicoya Product in the Nicoya Territory.
We will also receive tiered, double digit royalty payments at rates in the low
double digits on net product sales within the Nicoya Territory and in the Nicoya
Field. Under the terms of the CAMP4 Agreement, we received an initial upfront
payment of $1.5 million and we are eligible to receive up to $3.5 million in
development milestone payments for Dravet syndrome products, and $4 million for
non-Dravet syndrome products, as well as sales milestones of up to $90 million
for Dravet syndrome products and up to $90 million for non-Dravet syndrome
products.

In connection with our acquisitions of CURNA, OPKO Diagnostics and OPKO Renal,
we agreed to pay future consideration to the sellers upon the achievement of
certain events, including up to an additional $19.1 million in shares of our
Common Stock to the former stockholders of OPKO Diagnostics upon and subject to
the achievement of certain milestones; and up to an additional $125.0 million in
either shares of our Common Stock or cash, at our option subject to the
achievement of certain milestones, to the former shareholders of OPKO Renal. As
a result of our execution of the CAMP4 Agreement, we will have to pay a
percentage of any payments received under the CAMP4 Agreement to the former
CURNA stockholders.

We believe that the cash and cash equivalents on hand at March 31, 2022, cash
from the Pfizer milestone payments of $85 million, the $150 million of cash paid
at the closing of the Sema4 transaction and the amounts available to be borrowed
under our lines of credit are sufficient to meet our anticipated cash
requirements for operations and debt service beyond the next 12 months. We based
this estimate on assumptions that may prove to be wrong or are subject to
change, and we may be required to use our available cash resources sooner than
we currently expect. If we acquire additional assets or companies, accelerate
our product development programs or initiate additional clinical trials, we will
need additional funds. Our future cash requirements, and the timing of those
requirements, will depend on a number of factors, including the evolving impact
of the COVID-19 pandemic on our business, the approval and success of our
products in development, particularly our long acting Somatrogon for which we
have received approval in Europe, Japan, Australia and Canada, submitted for
approval in the U.S. and received a Complete Response Letter in January 2022,
the approval and success of Somatrogon outside the United States, including in
Europe, Japan, Australia and Canada, the commercial success of Rayaldee,
including from the recent launch of Rayaldee by Vifor and in other territories
expected in 2022, BioReference's financial performance, possible acquisitions
and dispositions, the continued progress of research and development of our
product candidates, the timing and outcome of clinical trials and regulatory
approvals, the costs involved in preparing, filing, prosecuting, maintaining,
defending, and enforcing patent claims and other intellectual property rights,
the status of competitive products, the availability of financing, our success
in developing markets for our product candidates and results of government
investigations, payor claims, and legal proceedings that may arise, including,
without limitation class action and derivative litigation to which we are
subject, and our ability to obtain insurance coverage for such claims. We have
historically not generated sustained positive cash flow and if we are not able
to secure additional funding when needed, we may have to delay, reduce the scope
of, or eliminate one or more of our clinical trials or research and development
programs or possible acquisitions or reduce our marketing or sales efforts or
cease operations.

Additionally, the rapid development and fluidity of the COVID-19 pandemic and
new variants of the virus makes it very difficult to predict its ultimate impact
on our business, results of operations and liquidity. The pandemic presents a
significant uncertainty that could materially and adversely affect our results
of operations, financial condition and cash flows, including a negative impact
on non-COVID-related diagnostics testing services provided by BioReference in
our diagnostics segment, notwithstanding that our results of operations have
been positively impacted by our provision of COVID-19 testing services. Further,
deteriorating economic conditions globally as a result of the COVID-19 pandemic
have in the past resulted, and may in the future result in a challenging capital
raising environment, which could materially limit our access to capital, whether
through the issuance and sale of our Common Stock, debt securities or otherwise,
as well as through bank facilities and lines of credit. Events resulting from
the effects of COVID-19 or new variants of the virus could negatively impact our
ability to comply with certain covenants in the A&R Credit Agreement or require
that we pursue alternative financing. We can provide no assurance that any such
alternative financing, if required, could be obtained on acceptable terms or at
all. The combination of potential disruptions to our business resulting
from COVID-19 together with and volatile credit and capital markets could

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adversely impact our future liquidity, which could have an adverse effect on our
business and results of operations. We will continue to monitor and assess the
impact COVID-19 and new variants of the virus may have on our business and
financial results.

The following table provides information as of March 31, 2022, with respect to
the amounts and timing of our known contractual obligation payments due by
period.

                                       Remaining
Contractual obligations            nine months ending
(In thousands)                     December 31, 2022            2023       
      2024               2025              2026            Thereafter            Total
Open purchase orders              $         247,377          $  5,034          $      -          $       -          $     -          $         -          $ 252,411
Operating leases                              9,083             9,360             6,006              3,673            3,071               12,093             43,286
Finance leases                                1,766             1,940             1,393                893              324                    -              6,316
2033 Senior Notes, 2025 and
2023 Convertible Notes                            -            69,254                 -            141,267                -                    -            210,521
Deferred payments                             2,478                 -                 -                  -                -                    -              2,478
Mortgages and other debts
payable                                       1,779               865               502                271                -                    -              3,417
Lines of credit                              16,531                 -                 -                  -                -                    -             16,531

Interest commitments                          7,105             6,955             6,528                571                -                    -             21,159
Total                             $         286,119          $ 93,408          $ 14,429          $ 146,675          $ 3,396          $    12,093          $ 556,119


The preceding table does not include information where the amounts of the obligations are not currently determinable, including the following:

•Contractual obligations in connection with clinical trials, which span over two
years, and that depend on patient enrollment. The total amount of expenditures
is dependent on the actual number of patients enrolled and as such, the
contracts do not specify the maximum amount we may owe.

•Product license agreements effective during the lesser of 15 years or patent
expiration whereby payments and amounts are determined by applying a royalty
rate on uncapped future sales.

•Contingent consideration that includes payments upon achievement of certain
milestones including meeting development milestones such as the completion of
successful clinical trials, NDA approvals by the FDA and revenue milestones upon
the achievement of certain revenue targets all of which are anticipated to be
paid within the next seven years and are payable in either shares of our Common
Stock or cash, at our option, and that may aggregate up to $144.1 million.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There were no material changes to our critical accounting policies and estimates
described in our Annual Report on Form 10-K for the fiscal year ended December
31, 2021, that have a material impact on our Condensed Consolidated Financial
Statements and related notes.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements.

In August 2020, the FASB issued ASU No. 2020-06, "Debt-Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in
Entity's Own Equity (Subtopic 815-40)." ASU 2020-06 simplifies the accounting
for convertible instruments by reducing the number of accounting models for
convertible debt instruments and convertible preferred stock. The ASU is
effective for public entities for fiscal years beginning after December 15,
2021, with early adoption permitted. As required, we adopted ASU 2020-06 on
January 1, 2022 and used the modified retrospective approach for all convertible
debt instruments at the beginning of the period of adoptions. Results for
reporting periods beginning January 1, 2022 are presented under ASU 2020-06,
while prior period amounts were not adjusted and continue to be reported in
accordance historic accounting guidance.

Under the modified approach, entities will apply the guidance to all financial
instruments that are outstanding as of the beginning of the year of adoption
with the cumulative effect recognized as an adjustment to the opening balance of
retained earnings. ASU 2020-06 eliminates the cash conversion and beneficial
conversion feature models in ASC 470-20 that require an issuer of certain
convertible debt and preferred stock to separately account for embedded
conversion features as a component of equity. The adoption of ASU 2020-06 at
January 1, 2022 resulted in an increase of the Convertible notes of $25.6
million, a reduction of the Accumulated deficit of $17.5 million and a reduction
of Additional paid-in capital of $39.1 million.

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