Labcorp agreed on October 14, 2026, to buy BioReference Health’s clinical, women’s health, urology and corrections testing businesses from OPKO Health for up to $872 million.

The agreement sets a $722 million base purchase price, but the amount OPKO receives at closing will be adjusted for the businesses’ revenue performance and reduced by the escrow deposit.

The remaining $150 million depends on revenue from the 4Kscore prostate cancer blood test, but the agreement’s redacted payment threshold makes it impossible to calculate the exact sales needed for OPKO to collect the full earnout.

The agreement also requires Labcorp to pay OPKO a $28.88 million termination fee if the deal is terminated under specified circumstances involving a failure to obtain required regulatory approvals, a provision not detailed in the companies’ joint announcement.

OPKO’s filing turns the $150 million into a capped royalty on test sales

The asset purchase agreement went public on October 15, 2026, as Exhibit 2.1 to OPKO’s Form 8-K with the Securities and Exchange Commission.

It sets the earnout at 15% of net 4Kscore cash receipts in each 12-month period, counted only above a threshold OPKO redacted from the public copy, the exhibit showed.

Payments end at the 10-year anniversary of closing or once they total $150 million, whichever comes first, the agreement specified.

Labcorp keeps full discretion to change or discontinue the test, and the contract adds that “nothing contained herein guarantees that Seller shall receive any 4Kscore Payment.

Caricature portrait of Phillip Frost, M.D., chairman and CEO of OPKO Health

“An important catalyst to further unlock additional value for our shareholders.”  — Phillip Frost, M.D., chairman and CEO of OPKO Health, in the companies’ joint release

Frost presented the sale as a way to streamline OPKO and focus spending on its drug pipeline, while part of the payoff now depends on Labcorp’s sales force.

At its current pace, the 4Kscore test would earn OPKO about $37 million

The 4Kscore test generated $6.2 million of revenue in the second quarter of 2026, MarketBeat reported from OPKO’s earnings call.

Annualized, that is about $24.8 million, a FinanceTracked calculation that assumes flat quarterly sales and treats booked revenue as collected cash.

Assuming annual revenue and qualifying cash receipts both remain at $24.8 million, a hypothetical zero-threshold calculation produces an earnout payment of about $3.7 million a year, or $37.2 million over 10 years before other contractual adjustments.

This is an illustrative calculation, not a forecast of OPKO’s earnout proceeds, since the actual payment threshold is redacted.

At a 15% payment rate, $1 billion in qualifying receipts would generate $150 million in earnout payments.

However, the agreement’s redacted threshold and deductions for discounts and rebates mean the total gross receipts required to reach the cap cannot be determined from the public filing alone.

Labcorp must promote 4Kscore but retains the right to discontinue it

The contract requires Labcorp to list 4Kscore as a “focus test” with KPI tracking, sales training and rep compensation tied to its sales, the agreement detailed.

William Blair analysts called the test a “particularly compelling asset” with room for broader adoption and fewer unnecessary biopsies, MedTech Dive reported.

If Labcorp stops offering the test, OPKO can reclaim its tangible assets at book value and its intellectual property at a negotiated price, the agreement provided.

Key terms behind the Labcorp and OPKO agreement

  • Base purchase price: $722 million in cash at closing, subject to revenue adjustments and an escrow deposit.
  • Earnout: 15% of qualifying 4Kscore receipts, capped at $150 million over up to 10 years
  • Regulatory break fee: $28.88 million, payable by Labcorp to OPKO
  • Outside date: April 14, 2027, extendable by mutual agreement
  • Year-one revenue: about $250 million, on Labcorp’s post-closing forecast
  • 4Kscore revenue: $6.2 million in the second quarter of 2026

Sources: OPKO Health Form 8-K and Exhibit 2.1 (October 15, 2026), Labcorp and OPKO joint release (October 15, 2026), MarketBeat (July 27, 2026)

A 4% break fee shows both sides priced a regulatory block

The $28.88 million fee equals exactly 4% of the $722 million closing price, a FinanceTracked calculation from the filing.

Labcorp must pay OPKO the $28.88 million termination fee if the agreement is terminated under the specified circumstances involving failure to obtain HSR clearance or other required government approvals, the 8-K noted.

The deal carries no financing condition, and Labcorp represented in the contract that it has sufficient funds to close.

Labcorp has now bought from the same seller three times since 2024

In March 2024, Labcorp agreed to buy BioReference’s clinical diagnostics and reproductive women’s health businesses outside New York and New Jersey for $237.5 million, MedCity News reported.

Labcorp then completed its purchase of BioReference’s oncology business on September 15, 2025, for $192.5 million in cash, OPKO’s quarterly report confirmed.

Each step moves more of a rival lab’s customers inside Labcorp, giving antitrust reviewers a cumulative footprint to weigh rather than a single tuck-in, even as CMS eases the path for Medicare Advantage deals.

The successive acquisitions increase Labcorp’s presence in the laboratory testing market, although the extent to which regulators will consider their combined competitive effects remains to be established.

More related news on FinanceTracked:

The deal adds about 1.7% to Labcorp’s 2026 revenue guide

Labcorp expects the acquired businesses to generate about $250 million in the first year after closing, based on its current post-closing forecasts, the joint release stated.

Labcorp guided in February 2026 for full-year revenue of $14.61 billion to $14.79 billion, Barchart reported, so the deal equals about 1.7% of the midpoint. At $722 million, Labcorp pays about 2.9 times that first-year revenue forecast, a FinanceTracked calculation before any closing adjustment.

Evercore ISI analysts said the purchase fits Labcorp’s strategy of expanding in higher-growth specialty testing, MedTech Dive noted.

Leerink Partners analyst Michael Cherny described both Labcorp and Quest Diagnostics in 2024 as buyers of regional and hospital outreach labs, MedCity News reported.

OPKO shares jumped 16% after the Labcorp deal announcement

OPKO stock rose 16.13% to $1.591 in trading on October 15, 2026, on volume of 30.99 million shares against a 3.24 million average, RTTNews reported. That move contrasted with Bristol Myers, whose shares fell after a winning lung drug trial on October 12, 2026.

OPKO held $314.4 million in cash, equivalents, marketable securities and restricted cash at June 30, 2026, RTTNews noted in its second-quarter coverage.

The $722 million closing price is more than double that balance, though the escrow deposit and closing adjustments will shape what OPKO receives on the day.

Patients at 80-plus centers keep BioReference billing for tests before closing

The sale moves more than 80 patient service centers to Labcorp, and operations and services stay unchanged until the deal closes, the companies said.

BioReference keeps the receivables for tests performed before closing, and its Medicare and Medicaid provider numbers stay out of the sale, the agreement specified.

That split means bills for pre-closing tests still come from BioReference, while Labcorp takes over the testing relationship after the transfer, a shift landing as Medicare’s open enrollment gets underway.

What the earnout math means for OPKO shareholders

OPKO’s sale promises $722 million of adjustable cash at closing, while the $150 million earnout would return about $37 million over 10 years at the 4Kscore test’s current sales pace. The $28.88 million break fee shows both sides put a price on a regulatory block.

Two dates frame the next stage. Labcorp reports third-quarter results on October 28, 2026, and the agreement can be terminated if the sale has not closed by April 14, 2027.