SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement is entered into as of May 2, 2008, among VIDUS OCULAR, INC., a Delaware corporation (the “ Company ”), the individuals and entities listed on Schedule A hereto (individually a “ Seller ” and collectively the “ Sellers ”), the individuals and entities listed on Schedule B hereto (individually a “ Noteholder ” and collectively the “ Noteholders ”), OPKO HEALTH, INC., a Delaware corporation (“ OPKO ”), and OPKO INSTRUMENTATION, LLC, a Delaware limited liability company and wholly-owned subsidiary of OPKO (“ Buyer ”).

A.   The Sellers collectively own all of the outstanding shares of capital stock of the Company, and desire to sell to Buyer, and Buyer desires to acquire all of the capital stock of the Company, on the terms and subject to the conditions set forth in this Agreement.

B.   The Noteholders collectively hold all of the Notes (as defined in Article 1), and desire to sell to Buyer, and Buyer desires to acquire all of the Notes and the indebtedness represented thereby in exchange for certain shares of OPKO Common Stock, on the terms and subject to the conditions set forth in this Agreement.

In consideration of the preliminary statements and the respective mutual covenants, representations and warranties contained in this Agreement, the parties agree as set forth below.

In addition to terms defined elsewhere in this Agreement, the following terms when used in this Agreement shall have the meanings indicated below:

“ Affiliate ” of a specified Person means a Person who directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the specified Person. As used in the foregoing sentence, the term “control” (including, with correlative meaning, the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, or such other relationship as, in fact, constitutes actual control.

“ Agreement ” means this Agreement together with all exhibits and schedules referred to herein.

“ AMEX ” means the American Stock Exchange, LLC.

“ Aquashunt ” means the Company’s glaucoma drainage device, as improved and modified from time to time.

“ Consideration Shares ” means, collectively, the *** Shares, the *** Shares, the True-Up Shares (each as defined in Section 2.1 ), the Yale Shares and the shares of OPKO Common Stock issued upon exercise of the Stock Options (as defined in Section 2.1 ).

“ Contracts ” means all contracts, agreements, covenants, commitments and other instruments of any kind, whether oral or written, to which the Company is a party or to which the assets or properties of the Company are bound.

“ Core IP Assets ” means the Yale License and all of the Company’s Intellectual Property as of the Closing Date (including, without limitation, the Aquashunt), together with all preclinical and clinical studies and data related to the Company’s Intellectual Property whether or not existing as of the Closing Date.

“ Debt ” means any and all monies owed by the Company to any of the Sellers.

“ Environmental Laws ” means any Law including any Law relating to pollution or protection of the environment or natural resources, or the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Escrow Agent ” means Akerman Senterfitt.

“ Escrow Agreement ” shall mean that escrow agreement dated the date hereof and substantially in the form attached hereto as Schedule C.  

“ Escrow Shares ” means 286,624 shares of OPKO Common Stock held in escrow pursuant to the Escrow Agreement to satisfy Claims under Section 8.5, as described on Schedule D attached hereto.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ FDA ” means the United States Food and Drug Administration.

“ Founders ” shall mean Ben R. Bronstein, James R. McNab, Jr., Milton Bruce Shields and Nicholas Fish Warner.

“ GAAP ” means United States generally accepted accounting principles as in effect on the date hereof.

“ Guaranty ” means, as to any Person, any contract, agreement or understanding of such Person pursuant to which such Person guarantees the indebtedness, liabilities or obligations of others, directly or indirectly, in any manner, including agreements to purchase such indebtedness, liabilities or obligations, or to supply funds to or in any manner invest in others, or to otherwise assure the holder of such indebtedness, liabilities or obligations against loss.

“ Hazardous Materials ” means (a) any petroleum, petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials or polychlorinated byphenyls or (b) any chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant or contaminant or waste under any applicable Environmental Law.

“ Indemnifying Noteholder ” means JM Medical, LLC, a Delaware limited liability company.

“ Intellectual Property ” means any or all of the following owned, used or controlled by the Company: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents and patent applications, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof; (b) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith; (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith; (d) all trade secrets and confidential business information (including, to the extent such items are confidential or proprietary to the Company, databases, ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); (e) all proprietary computer programs and software (including data and source and object codes and related documentation); (f) all other proprietary rights, licenses and sublicenses granted by or to the Company that relate to any of the foregoing; and (g) all copies and tangible embodiments thereof (in whatever form or medium).

“ Knowledge ” means the actual knowledge of the Founders as of the date of this Agreement.

“ Law ” means any federal, state or local law, statute, ordinance, rule, regulation, order, writ, judgment or decree.

“ Liabilities ” means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due), damages, claims, fines, penalties, assessments, costs or expenses.

“ Liens ” means any liens, claims, charges, pledges, security interests, mortgages, title defects or encumbrances.

“ Material Adverse Effect ” means any change in or effect on the business of a Person that is, or would reasonably be expected to be, materially adverse to the business, assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise), or results of operations of such Person taken as a whole; provided, however, that “Material Adverse Effect” shall not include the effect of any circumstance, change, development, event or state of facts arising out of or attributable to any of the following: (a) the industry and markets in which such Person operates generally, (b) general economic or political conditions, (c) the failure of such Person to meet projections of earnings, revenues or other financial measures, including a decline in stock price, in and of itself, (d) acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof or other force majeure events (such as natural disasters, acts of God or other events not within the reasonable control of such Person), (e) any changes in applicable Laws or accounting rules, or (f) with respect to the Company, the taking of any action required by this Agreement or consented to by Buyer or OPKO, or, with respect to OPKO, the taking of any action required by this Agreement or consented to by the Company or the Sellers.

“ Notes ” means those certain 8% convertible promissory notes issued by the Company in favor of the Noteholders in the aggregate original principal amount of $1,275,000.

“ OPKO Affiliate ” shall mean any Affiliate of OPKO or Buyer, including without limitation, Phillip Frost, Frost Gamma Investments Trust, The Frost Group, LLC or any of their respective members or Affiliates.

“ OPKO Common Stock ” means the common stock of OPKO, par value $.01 per share.

“ Organizational Documents ” means any and all documents pursuant to which an entity is organized and/or operates under the applicable laws of its jurisdiction.

“ Person ” means any natural person, corporation, limited liability company, unincorporated organization, partnership, association, joint stock company, joint venture, trust or government, or any agency or political subdivision of any government, or any other entity.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities ” means all of the issued and outstanding capital stock of the Company.

“ Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Seller Representative ” shall mean James R. McNab, Jr.

“ Subsidiary ” of any Person means any Person, whether or not capitalized, in which such Person owns, directly or indirectly, an equity interest of 50% or more.

“ Tax ” means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, all gross receipts, sales, use, ad valorem, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, assets, minimum income, environmental, customs, duties, real property, personal property, capital stock, social security obligations or contributions, unemployment, disability, payroll, license, employee or other withholding, or other tax or governmental charge, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing; the foregoing shall include any transferee or secondary liability for a Tax and any liability assumed by agreement or arising as a result of being (or ceasing to be) a member of any affiliated group (or being included, or required to be included, in any tax return relating thereto).

“ Transaction Documents ” means this Agreement and all other documents to be executed and delivered by any party pursuant to or in connection with this Agreement and consummation of the transactions contemplated hereby.  

“ Triggering Event ” means any of the following events occurring after the Closing: (a) the closing of the acquisition of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Company, Buyer or OPKO, as the case may be, entitled to vote generally in the election of directors or managers (the “ Outstanding Voting Securities ”) of the Company, Buyer or OPKO, respectively, by any Person (including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than an OPKO Affiliate; (b) the closing of a merger, conversion or consolidation of the Company, Buyer or OPKO in which the Company, Buyer, OPKO or an OPKO Affiliate is not the surviving or resulting entity unless, following such merger, conversion or consolidation, fifty percent (50%) or more of the Outstanding Voting Securities of the surviving or resulting entity is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Voting Securities immediately prior to such merger, conversion or consolidation of the Company, Buyer or OPKO, as applicable; (c) the closing of a sale, transfer or other disposition of all or substantially all of the assets of the Company, Buyer or OPKO to any Person other than an OPKO Affiliate (including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended); or (d) the closing of a sale or transfer (including an exclusive license or sub-license to all or substantially all of the Intellectual Property relating to the Aquashunt, including, without limitation, an exclusive license or any sublicense of the Yale License) to any Person other than an OPKO Affiliate or the Founders in accordance with Section 8.1(b) of all or substantially all of the properties, assets or rights related to the Aquashunt.

“ Yale ” means Yale University, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut.

“ Yale License ” means that certain Exclusive License Agreement effective as of February 13, 2007 by and between Yale and the Company.

“ Yale Shares ” means 33,080 shares of OPKO Common Stock.  

2.1    Purchase of Securities .  

(a)    Purchase and Sale of Securities . Subject to the terms and conditions set forth herein, on the Closing Date, each Seller shall sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from such Seller, all of such Seller’s right, title and interest in and to the Securities indicated next to such Seller’s name on Schedule A under the heading “Securities Owned” . To give effect to such sale, each of the Sellers hereby waives any preemption rights it may have in relation to any of the Securities. 

(b)    Consideration . As consideration for the sale, assignment, transfer and delivery of the Securities by the Sellers to Buyer, Buyer shall issue and deliver to the Sellers (or the Escrow Agent on behalf of the Sellers, as applicable), on the terms and conditions set forth herein, the following number of shares of OPKO Common Stock and options to acquire shares of OPKO Common Stock:

(i)    On or before the Closing Date, OPKO’s Board of Directors (or compensation committee thereof) shall grant to each Founder and, on the Closing Date, Buyer shall issue and deliver to each Founder, stock options representing the right to acquire 50,000 shares of OPKO Common Stock, at an exercise price equal to the closing sale price for OPKO Common Stock on the AMEX on the Closing Date (the “ Stock Options ”). Each Founder’s Stock Options shall (i) have the terms set forth in Schedule E (“ Option Terms ”), (ii) be for a term of seven (7) years, (iii) vest ratably over four (4) years vest, and (iv) be governed by the terms and conditions of OPKO’s 2007 Equity Incentive Plan (the “ OPKO Stock Option Plan ”) as in effect on the Closing Date (including, without limitation, with respect to accelerated vesting upon a Change in Control (as such term is defined in the OPKO Stock Option Plan), provided , however , that the Stock Options shall become fully vested and exercisable immediately upon the occurrence of a Triggering Event. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, the Stock Options or the OPKO Stock Option Plan, vesting of the Stock Options shall be subject only to the passage of time and shall not be contingent upon service by the Founders as employees or consultants of the Company, Buyer or OPKO under any circumstances.

(ii)    On the Closing Date, Buyer shall issue and deliver a certificate to Yale representing 24,810 shares of OPKO Common Stock (or 75% of the Yale Shares), and issue to Yale, and deliver to the Escrow Agent to be held in escrow pursuant to the terms of this Agreement and the Escrow Agreement, a certificate representing 8,270 shares of OPKO Common Stock (or 25% of the Yale Shares).

(iii)    On the Closing Date, Buyer shall issue certificates to each Seller representing the number of shares of OPKO Common Stock set forth opposite the name of such Seller on Schedule A under the heading “*** Shares” (the “ *** Shares ”), and deliver such certificates to the Escrow Agent to be held in escrow pursuant to the terms of this Agreement and the Escrow Agreement.

(iv)    On the Closing Date, Buyer shall issue certificates to each Seller representing the number of shares of OPKO Common Stock set forth opposite the name of such Seller on Schedule A under the heading “*** Shares” (the “ *** Shares ”), and deliver such certificates to the Escrow Agent to be held in escrow pursuant to the terms of this Agreement and the Escrow Agreement.

(c)    Additional Consideration . In the event the average closing sale price for OPKO Common Stock on the AMEX for the ten (10) trading days preceding the date of the 510(k) Approval is less than $*** per share, then Buyer shall issue and deliver (as soon as possible and in any event within *** business days of the date of the 510(k) Approval) to each Seller a certificate representing the number of shares of OPKO Common Stock set forth opposite the name of such Seller on Schedule A under the heading “True-Up Shares” (the “ True-Up Shares ”).

2.2    Purchase of Notes .  

(a)    Purchase and Sale of Notes . Subject to the terms and conditions set forth herein, on the Closing Date, each Noteholder shall sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from such Noteholder, all of such Noteholder’s right, title and interest in and to the Note(s) including the aggregate indebtedness represented thereby (including the aggregate original principal amount thereof and the accrued and unpaid interest thereon) indicated next to such Noteholder’s name on Schedule B .

(b)    Consideration . As consideration for the sale, assignment, transfer and delivery of the Notes, on the Closing Date, Buyer shall (i) issue and deliver to each Noteholder a certificate representing the number of shares of OPKO Common Stock set forth opposite the name of such Noteholder on Schedule B under the heading “Note Shares” (the “ Note Shares ”); and (ii) issue to the Indemnifying Noteholder a certificate representing the number of shares of OPKO Common Stock set forth opposite the name of the Indemnifying Noteholder on Schedule B under the heading “Note Indemnity Shares” (the “ Note Indemnity Shares ”), and deliver such certificate to the Escrow Agent to be held in escrow pursuant to the terms of this Agreement and the Escrow Agreement; following which each of the Notes shall be deemed fully repaid, canceled and of no further effect.

2.3    Release By Escrow Agent .

(a)    Release of *** Shares . Subject to Section 2.3(c) and Section 2.3(d) , Buyer and the Seller Representative shall direct the Escrow Agent to immediately release the *** Shares, other than the *** shares constituting part of the Escrow Shares, to the Sellers immediately after the earlier to occur of (i) ***, as determined by OPKO in its sole discretion, of *** (defined in Section 8.1(a) ), and (ii) a ***. Unless a *** has occurred, Buyer and the Seller Representative shall direct the Escrow Agent to immediately release the *** Shares to Buyer in the event that OPKO determines in its sole discretion that the *** in accordance with Section 8.1(a) hereof.

(b)    Release of *** Shares . Subject to Section 2.3(c) and Section 2.3(d) , Buyer and the Seller Representative shall direct the Escrow Agent to immediately release the *** Shares, other than the *** Shares constituting part of the Escrow Shares, to the Sellers immediately after the earliest to occur of (i) ***, and ***.   Unless a *** has occurred, Buyer and the Seller Representative shall direct the Escrow Agent to immediately release the *** Shares to Buyer in the event *** (defined in Section 8.1(a )).

(c)    Escrow Shares . Subject to Section 2.3(a) , Section 2.3(b) and Section 2.3(d) , Buyer and the Seller Representative shall direct the Escrow Agent to immediately release the Escrow Shares to the Sellers and the Indemnifying Noteholder on the earlier of (i) the *** anniversary of the Closing Date, unless a Claim asserted in writing by a Buyer Indemnified Party remains unresolved as of such date, and (ii) ***.

(d)    *** Escrow Shares . Notwithstanding anything in Section 2.3(a) , Section 2.3(b) , or Section 2.3(c) to the contrary, none of the *** Shares or *** Shares constituting part of the Escrow Shares shall be released or delivered to the Sellers, if ever, until the *** (i) ***, as determined by Buyer in its sole discretion, of ***, ***, respectively, and (ii) the occurrence of a ***.

In order to induce the Company and Sellers to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer and OPKO make the representations and warranties set forth below to Sellers.

3.1    Organization . Each of Buyer and OPKO has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be. Each of Buyer and OPKO is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary. Each of Buyer and OPKO has all requisite right, power and authority to (a) own or lease and operate its properties and (b) conduct its business as presently conducted.

3.2    Authorization; Enforceability . Each of Buyer and OPKO has all requisite right, power and authority to execute and deliver the Transaction Documents and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents by Buyer and OPKO and the consummation by Buyer and OPKO of the transactions contemplated thereby have been duly authorized by all requisite corporate and limited liability company action, as the case may be. The Transaction Documents have been duly executed and delivered by Buyer and OPKO, and constitute the legal, valid and binding obligation of Buyer and OPKO, enforceable in accordance with their respective terms except as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application affecting enforcement of creditors’ rights and (b) general principles of equity that may restrict the availability of equitable remedies.

3.3    No Violation or Conflict . The execution and delivery of the Transaction Documents by Buyer and OPKO, the consummation by Buyer and OPKO of the transactions contemplated thereby, and compliance by Buyer and OPKO with the provisions hereof: (a) do not and will not violate or, if applicable, conflict with any provision of Law, or any provision of Buyer’s or OPKO’s Organizational Documents; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, or constitute a default, cause the acceleration of performance or require any consent under, any instrument or agreement to which Buyer or OPKO is a party or by which Buyer, OPKO or their properties may be bound or affected.

3.4    Capitalization .  The authorized and outstanding capital stock of OPKO is as set forth on its consolidated balance sheet comprising a part of the most recent SEC Report. All of OPKO’s issued and outstanding capital stock is duly authorized, validly issued, fully paid and nonassessable and was issued in compliance with applicable state and federal securities laws. As of the date hereof, there are outstanding options to purchase approximately 12,300,000 shares of OPKO Common Stock under the OPKO Stock Option Plan, and options to purchase 18,300,000 shares of OPKO Common Stock remain available for grant thereunder.

3.5    Validity of Shares; Listing . When issued and delivered to the Sellers and the Noteholders in accordance with this Agreement, the Note Shares, the Note Indemnity Shares and the Consideration Shares shall be (a) duly and validly authorized, issued and outstanding, (b) fully paid and nonassessable, and (c) listed for trading on the AMEX.

3.6    SEC Reports; Absence of Undisclosed Liabilities .

(a)    Except as set forth on Schedule 3.6(a) , OPKO has duly filed with and furnished to the SEC all required reports, schedules, forms, certifications, prospectuses, registrations, proxy and other statements since March 27, 2007 (collectively, “ SEC Reports ”). Each SEC Report complied, at the time such SEC Report was filed, in all material respects with all applicable requirements of the Securities Act and the Exchange Act and applicable rules and regulations promulgated thereunder.

(b)    Neither OPKO nor any of its subsidiaries has any Liabilities which, if known, would be required to be reflected or reserved against on a consolidated balance sheet of OPKO prepared in accordance with GAAP or the notes thereto, except Liabilities (i) reflected or reserved against on the audited consolidated balance sheet of OPKO and its subsidiaries as of December 31, 2007 and the footnotes thereto set forth in OPKO’s annual report on Form 10-K, for the fiscal year ended December 31, 2007, or (ii) incurred after December 31, 2007 in the ordinary course of business and that, individually or in the aggregate, have not had a Material Adverse Effect.

3.7    Absence of Certain Changes or Events . Except as disclosed in the SEC Reports, (a) since December 31, 2007, there has not occurred any Material Adverse Effect, and (b) OPKO and its subsidiaries have carried on and operated their respective businesses in all material respects in the ordinary course of business consistent with past practices.

3.8    Legal Proceedings . Except as set forth in the SEC Reports, (a) OPKO is not a party to any pending or, to the knowledge of OPKO, threatened, legal, administrative or other proceeding, arbitration, mediation or out-of-court settlement negotiation, and (b) to the knowledge of OPKO, no Person who is or was a director or officer of OPKO is a party to any pending legal, administrative or other proceeding, arbitration, mediation or out-of-court settlement negotiation in their capacity as directors or officers of OPKO. OPKO is not subject to any order, writ, injunction, decree or other judgment of any court or governmental or regulatory authority.

3.9    Compliance with Laws . Except as discussed in the SEC Reports, OPKO is in compliance in all material respects with all Laws and other legal requirements applicable to it or its properties and OPKO has not received written notification from any governmental or regulatory authority asserting that it is not in compliance with or has violated any of the Laws, which such governmental or regulatory authority enforces, or threatening to revoke any Permit (as hereinafter defined), and OPKO is not subject to any agreement or consent decree with any governmental or regulatory authority arising out of previously asserted violations.

3.10    Consent of Governmental Authorities . No consent, approval or authorization of, or registration, qualification or filing with any governmental or regulatory authority is required to be made by OPKO in connection with the execution, delivery or performance of this Agreement by OPKO or the consummation by OPKO of the transactions contemplated hereby.

3.11    Brokers . Buyer has not employed any financial advisor, broker or finder and has not incurred and will not incur any broker’s, finder’s, investment banking or similar fees, commissions or expenses, in connection with the transactions contemplated by this Agreement, which would be payable by Sellers.

In order to induce Buyer and OPKO to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby makes the representations and warranties set forth below to Buyer and OPKO, which are subject to the qualifications and limitations set forth in the disclosure schedules attached hereto (the “ Disclosure Schedules ”).  

4.1    Organization . The Company has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary. The Company has all requisite right, power and authority to (a) own or lease and operate its properties, (b) conduct its business as presently conducted and (c) engage in and consummate the transactions contemplated hereby. The Company is not in default under its Organizational Documents. The Company does not have any Subsidiaries.

4.2    Authorization; Enforceability . The Company has all requisite right, power and authority to execute and deliver the Transaction Documents and consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite corporate action. The Transaction Documents have been duly executed and delivered and constitute the legal, valid and binding obligations of the Company, enforceable in accordance with their respective terms except as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application affecting enforcement of creditors’ rights and (b) general principles of equity that may restrict the availability of equitable remedies. 

4.3    No Violation or Conflict . Except as set forth on Schedule 4.3 , the execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby, and compliance by the Company with the provisions hereof: (a) do not and will not violate or conflict with any provision of Law or any provision of the Company’s Organizational Documents; and (b) do not and will not, with or without the passage of time or the giving of notice, result in the breach of, or constitute a default, cause the acceleration of performance or require any consent under, or result in the creation of any Lien upon any property or assets of the Company pursuant to any instrument or agreement to which the Company is a party or by which the Company’s properties may be bound or affected.

4.4    Organizational Documents and Corporate Records . A true and complete copy of (a) the Organizational Documents of the Company, as amended, and (b) copies of the minute books of the Company have been delivered to Buyer. Such minute books contain records of all meetings and other corporate actions of the Board of Directors, committees of the Board of Directors, and shareholders of the Company from the date of its incorporation to the date hereof, and such records are complete and accurate in all material respects. All matters requiring the authorization or approval of the Board of Directors, a committee of the Board of Directors, or the shareholders of the Company have been duly and validly authorized and approved by them.

4.5    Capitalization . The authorized share capital of the Company is as set forth on Schedule 4.5 . Schedule 4.5 sets forth all Securities which are issued and outstanding, all of which have been duly authorized, are validly issued, fully paid and nonassessable and were issued in compliance with applicable state and federal securities laws. All outstanding Securities are owned by the Sellers, free and clear of all Liens, rights of first refusal and limitations on the Sellers’ voting rights, and there are no voting agreements or shareholder agreements among the Sellers with respect to the Securities. The Company has not made any investment or equity interest in any other Person. None of the Securities was issued in violation of any preemptive rights or rights of first refusal, or other agreements or rights. At the Closing, the Sellers will transfer and convey and Buyer will acquire good and valid title to the Securities free and clear of all Liens. No written or oral agreement or understanding with respect to the disposition of the Securities or any rights therein, other than this Agreement exists. The Company does not have any liability or obligation of any nature whatsoever to any former shareholder of the Company.

4.6    Rights, Warrants, Options . There are no stock options, warrants, stock appreciation, phantom stock or other rights, arrangements or commitments of any character to which the Company is a party or by which the Company is bound relating to the issued or unissued capital stock or equity interests of the Company or obligating the Company to issue or sell any shares of capital stock of, or other equity interests in, the Company. There are no outstanding obligations of the Company to redeem or otherwise acquire any of the Securities. There are no outstanding contractual obligations of the Company to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

4.7    Financial Statements . The Company has delivered to Buyer a true and complete copy of (A) the unaudited consolidated balance sheet of the Company for the fiscal year ended on December 31, 2007, and the unaudited consolidated profit and loss statement for the fiscal year ended on December 31, 2007, and (B) the unaudited balance sheet of the Company as of March 31, 2008, and the unaudited consolidated profit and loss statement of the Company for the two-month period then ended (collectively, the “ Financial Statements ”). The Financial Statements: (a) have been prepared in accordance with the books of account and records of the Company; (b) fairly present in all material respects the financial position of the Company as of the dates and for the periods specified in such statements; and (c) have been prepared in accordance with United States generally accepted accounting principles, consistently applied with prior periods, subject to year-end adjustments and the addition of appropriate footnotes.

4.8    Absence of Undisclosed Liabilities . The Company has no debts, Liabilities, commitments or obligations of any nature whatsoever, whether accrued, absolute, contingent or otherwise, other than as provided for in this Agreement, disclosed in the Disclosure Schedules or accrued for or reserved against in the Financial Statements.

4.9    Guaranties . The Company is not a party to any Guaranty, and no Person is a party to any Guaranty for the benefit of the Company.

4.10    Accounts and Notes Receivable and Payable . Set forth in Schedule 4.10 is a true and complete aged list of unpaid accounts and notes receivable owing to and owed by the Company as of Closing. All of such accounts and notes receivable and payable constitute only bona fide, valid and binding claims arising in the ordinary course of the Company’s business, subject, with regard to receivables, to no valid defenses, counterclaims or setoffs.

4.11    Absence of Material Adverse Effect . Except as set forth on Schedule 4.11 , Since March 31, 2008, the Company has conducted its business only in the ordinary and usual course and in a manner consistent with past practices and, since such date: (a) there has been no Material Adverse Effect; and (b) the Company has not engaged or agreed to engage in any of the actions described below:

(a)    amend or otherwise change its Organizational Documents;

(b)    issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of stock split or dividend) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it issue or sell any such securities;

(c)    redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares;

(d)    declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock or repay any irrevocable capital contribution;

(e)    sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible);

(f)    grant or make any Lien or subject itself or any of its properties or assets to any Lien;

(g)    grant any license or sublicense of any right under or with respect to any Intellectual Property or disclose any proprietary or confidential information to any third party, except to Buyer or OPKO;

(h)    create, incur or assume any indebtedness or any Liability in excess of $7,500;

(i)    make or commit to make any capital expenditures in excess of $7,500;

(j)    grant or become subject to any Guaranty;

(k)    apply any of its assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount payable directly or indirectly by, to or for the benefit of any Seller or any Affiliate thereof or to the prepayment of any such amounts or engage in any transactions with any Affiliate;

(l)    write off the value of any assets, inventory or any accounts receivable or increase, the reserves for obsolete, damaged, spoiled or otherwise not usable inventory or doubtful or uncollectible receivables;

(m)    increase the compensation payable or to become payable to directors, officers or employees (including, without limitation, any such increase pursuant to any Plan or otherwise), other than increases in the ordinary course of business and consistent with past practice or grant any rights to severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or other employee of the Company, or establish, adopt, enter into or materially amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any director, officer or employee;

(n)    acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) any interest in any corporation, partnership, other business organization, Person or any division thereof or any assets;

(o)    alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices, methods or assumptions therein reflected;

(p)    agree to accelerate or delay collection of notes or accounts receivable in advance of or beyond their regular dates or the date when the same could have been collected in the ordinary course of business consistent with past practices;

(q)    waive, release, assign, settle or compromise any claims or litigation;

(r)    make any Tax election or settle or compromise any federal, state or local or federal income Tax liability;

(s)    take or omit to take any action which is intended to render any of the Company’s representations or warranties untrue or misleading;

(t)    take any action which would have a Material Adverse Effect; or

(u)    agree, whether in writing or otherwise, to do any of the foregoing.

4.12    List of Accounts . Set forth on Schedule 4.12 is: (a) the name and address of each bank or other institution in which the Company maintains an account (cash, securities or other) or safe deposit box; (b) the name and phone number of the Company’s contact person at such bank or institution; (c) the account number of the relevant account and a description of the type of account; and (d) the persons authorized to transact business in such accounts.

4.13    Tax Matters . Except as set forth on Schedule 4.13 , all Tax returns required to be filed with respect to the Company have been timely filed with the appropriate governmental authorities in all jurisdictions in which such returns are required to be filed, all of the foregoing as filed are true, correct and complete in all material respects as of the applicable filing dates, and reflect accurately in all material respects all liabilities for Taxes of the Company for the periods to which such returns relate, and all amounts shown as owing thereon have been paid. All Taxes, if any, collectible or payable by the Company or relating to or chargeable against any of its assets, revenues or income through the Closing Date were or will be fully collected and paid by such date or provided for by adequate reserves in the Financial Statements. No claims or deficiencies have been asserted against the Company with respect to any Taxes which have not been paid or otherwise satisfied or for which accruals or reserves have not been made in the Financial Statements, and there exists no reasonable basis for the making of any such claims. The Company has not waived any restrictions on assessment or collection of Taxes or consented to the extension of any statute of limitations relating to taxation.

4.14    Insurance . Set forth on Schedule 4.14 is a list of all insurance policies providing insurance coverage of any nature to the Company. The Company has delivered to Buyer a true and complete copy of all of such insurance policies as amended. Such policies are reasonably sufficient for the compliance by the Company with all requirements of Law and all Contracts. All of such policies are in full force and effect and are valid and enforceable in accordance with their terms, and the Company has complied in all material respects with all terms and conditions of such policies, including the payment of premium payments. None of the insurance carriers has indicated to the Company an intention to cancel or not renew any such policy. The Company has no claim pending or reasonably anticipated against any of the insurance carriers under any of such policies and there has been no actual or alleged occurrence of any kind which may give rise to any such claim.

4.15    Title to and Condition of Personal Property .

(a)    Except as set forth on Schedule 4.15 , the Company has good and marketable title or leasehold interest to each item of equipment and other personal property, included as an asset in the Financial Statements, free and clear of all Liens.

(b)    All of the buildings, structures, appurtenances, leasehold improvements, equipment, machinery, and other tangible property owned or used by the Company are: (a) in reasonable operating condition and repair, ordinary wear and tear excepted, (b) not in need of substantial maintenance or repairs, and (c) adequate and sufficient for the continuing conduct of the business of the Company as now conducted.

(c)    Each item of equipment, personal property and asset of the Company, included as an asset in the Financial Statements shall remain with the Company as of the Closing Date. The parties agree that Schedule 4.15(c) sets forth the full and complete list of material assets which will be owned by the Company as of the Closing Date.

4.16    Intellectual Property . Other than inbound “shrink-wrap” and similar publicly available commercial binary code end-user licenses, set forth on Schedule 4.16 is a list and description of the Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued by, filed with, or recorded by, any governmental authority. The Intellectual Property is owned or rightfully used by the Company pursuant to a license agreement free and clear of all Liens, and except as set forth on Schedule 4.16 , no royalties, honorariums or fees are or will be payable by the Company by reason of the ownership or use of the Intellectual Property. No claims have been made against the Company or the Sellers or, to the Knowledge of the Company, threatened against the Company or the Sellers (or any of their respective officers, directors, employees or Affiliates) (i) asserting the invalidity, abuse, misuse, or unenf