OFFICER INDEMNIFICATION AGREEMENT

This Agreement, dated as of     , is entered into between OPKO Health, Inc., a corporation organized under the laws of the State of Delaware (the "Company"), and «name» (the "Officer").

A.   Highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or as executive officers unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to, and activities on behalf of, the corporation.

B.   The current impracticability of obtaining adequate insurance and the uncertainties relating to indemnification have increased the difficulty of attracting and retaining such persons.

C.   The Bylaws of the Company presently provide, among other things, that the Company shall indemnify its directors and officers to the full extent permitted by law.

D.   The Board has determined that the difficulty in attracting and retaining highly competent persons is detrimental to the best interests of the Company's stockholders and that the Company should act to assure such persons that there will be increased certainty of protection against risks of such claims and actions against them in the future.

E.   It is reasonable, prudent, and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

F.   The Officer is willing to serve or continue to serve as an officer of the Company on the condition that the Officer be so indemnified.

In consideration of the recitals and the covenants contained herein, the Company and the Officer covenant and agree as follows:

1.   Definitions . As used in this Agreement the following terms shall have the meanings indicated below:

(a)   "Related Party" shall refer to (i) any other corporation in which the Company has an equity interest of at least fifty percent (50%) and (ii) any other corporation or any limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise or association in which the Officer has served in any Indemnified Position, at the request of the Company or for the convenience of the Company or to represent the Company's interest.

(b)   "Indemnified Position" shall refer to any position held by the Officer, or pursuant to which the Officer acts, as an officer, director, employee, partner, trustee, fiduciary, administrator or agent of the Company or a Related Party.

(c)   "Indemnified Event" shall mean any claim asserted against the Officer, whether civil, criminal, administrative or investigative in nature, for monetary or other relief; or any Proceeding to which the Officer is named as a party or is a subject of or witness in, or with respect to which he or she is threatened to be named as a party, subject or witness, brought against the Officer by reason of his or her serving or acting in any Indemnified Position or arising or allegedly arising directly or indirectly out of, or otherwise relating to, any action, omission, occurrence or event involving the Officer in any Indemnified Position, including any Proceeding, formal or informal or otherwise, conducted or brought by the Securities and Exchange Commission or other governmental agency, or The National Association of Securities Dealers, Inc., a national stock exchange or similar organization.

(d)   "Proceeding" shall mean any pending, threatened or completed action, suit, investigation, inquiry, arbitration, alternative dispute resolution mechanism or any other proceeding (or any appeals therefrom), whether civil, criminal, administrative or investigative in nature and whether in a court or arbitration, or before or involving a governmental, administrative or private entity (including, but not limited to, an investigation initiated by the Company, any Related Party or any affiliate thereof, or the board of directors, fiduciaries or partners of any thereof).

(e)   "Indemnification Amount" shall refer to the amount of losses, claims, demands, costs, damages, liabilities (joint and several), judgments, fines (including any excise tax assessed with respect to an employee benefit plan), settlements, and other amounts (including Witness Liabilities), including interest on any of the foregoing, which the Officer is liable to pay or has paid in connection with an Indemnified Event and amounts proposed to be paid in settlement by the Officer in connection with any Indemnified Event.

(f)   "Witness Liabilities" shall mean all Indemnification Amounts incurred by the Officer in connection with his or her preparation to serve or service as a witness in any Proceeding in any way relating to the Company, any Related Party or any affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of any of them (a "Securities Act Affiliate"), any associate (as defined in such Rule 405) of any of them or of any Securities Act Affiliate, or any Indemnified Event (including, but not limited to, the investigation, defense or appeal in connection with any such Proceeding).

(g)   "Expenses" shall refer to all disbursements, costs or expenses of any nature reasonably incurred by the Officer directly or indirectly in connection with any Indemnified Event, or Witness Liabilities, including, but not limited to, fees and disbursements of counsel, accountants or other experts employed by the Officer in connection with any Indemnified Event, including all such expenses, disbursements and costs of investigation in connection with or prior to the initiation of any Proceeding relating to an Indemnified Event.

(h)   "Indemnify" or "Indemnification" shall refer to the obligation of the Company herein to pay Expenses or Indemnification Amounts.

(i)   "Change of Control" shall be deemed to have occurred if (A) any "Person" (as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), but excluding the Company and any of its wholly-owned subsidiaries, is or becomes (except in a transaction approved in advance by the Board) the beneficial owner (as defined in Rule 13d-3 under such Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities or (B) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by the Company's stockholders, of each new director was approved by a vote of at least two-thirds of the directors still in office who were directors at the beginning of the period, or (C) the stockholders of the Company should approve any one of the following transactions: (x) any consolidation or merger of the Company in which the Company is not the surviving corporation, other than a merger of the Company in which the holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of the surviving corporation immediately after the merger; or (y) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

(j) "Final Disposition" shall refer to any judgment, order or award rendered in any Proceeding after the expiration of all rights of appeal.

2.   Services to the Company . The Officer will serve, and/or continue to serve, as an officer of the Company, so long as he or she is duly elected and qualified in accordance with the provisions of the Certificate of Incorporation and Bylaws of the Company, or in any other Indemnified Position, at the will of the Company (or under separate contract, if any); provided that the Officer may at any time and for any reason resign from such Indemnified Position (subject to any contractual obligations which the Officer shall have assumed apart from this Agreement) but the obligations provided for herein shall continue after such termination.

3.   Indemnity . The Company hereby agrees to indemnify the Officer and hold the Officer harmless to the full extent permitted or authorized by applicable law. Without limiting the generality of the foregoing, the Company agrees to indemnify the Officer and hold the Officer harmless from and against, and pay any and all, Expenses and Indemnification Amounts, including Witness Liabilities.

Notwithstanding the foregoing, except with respect to the indemnification specified in the second and third sentences of Section 7 or in Section 10 or Section 13(b) of this Agreement, the Company shall indemnify the Officer in connection with a Proceeding (or part thereof) initiated by the Officer only if authorization for the Proceeding (or part thereof) was not denied by the Board of Directors of the Company prior to the earlier of (i) 60 days after receipt of notice thereof from the Director and (ii) a Change of Control.

4.   Payment of Expenses . The Company shall advance all Expenses within thirty (30) days after the receipt by the Company of a statement or statements from the Officer requesting such advance payment or payments from time to time. Such statement or statements shall identify the nature and amount of the Expenses to be advanced with reasonable specificity. The Officer shall also agree to undertake to repay any Expenses advanced if it shall ultimately be determined (which shall only be made after the Final Disposition of the Proceeding related to an Indemnified Event, as hereinafter provided) that the Officer was not entitled to reimbursement of Expenses in connection with the Indemnified Event for which such Expenses were made.

5.   Interval Protection . During the interval between the Company's receipt of the Officer's request for indemnification or advances and the latest to occur of (a) payment in full to the Officer of the indemnification or advances to which he or she is entitled hereunder, or (b) a final adjudication that the Officer is no