1.    Interpretation    1

2.    Sale of Shares    10

3.    Consideration    10

4.    Completion Payment    10

5.    Completion    10

6.    Sellers’ Warranties    11

7.    Limitations on the Sellers’ liability    12

8.    Indemnification    12

9.    Seller Indemnity Escrow    13

10.    Restrictions on sale of OPKO Consideration Shares    13

11.    The Buyer’s remedies    14

12.    Sellers’ Representative    14

13.    Buyer Warranties    14

14.    Protection of Goodwill    16

15.    Confidentiality    17

16.    Announcements    18

17.    Payments under this Agreement    18

18.    Notices    19

19.    Variation    20

20.    Costs and Expenses    20

21.    Assignment and Successors    20

22.    Waiver    20

23.    Further Assurance    20

24.    Effect of Completion    21

25.    Rights, Powers and Remedies are Cumulative    21

26.    Invalidity    21

27.    Entire Agreement    21

28.    Counterparts    21

29.    Process Agent    21

30.    Governing Law and Jurisdiction    21

THIS AGREEMENT is made on 5 May, 2015

so that the “Buyer” in this Agreement means, where the context so requires, OPKO Irl (in the case of Shares to be acquired for cash) and/or OPKO Inc (in the case of Shares to be acquired for the issuance of OPKO Consideration Shares).

NOW IT IS AGREED as follows:

“Accounts” means the audited balance sheets and profit and loss accounts of the Company and the Subsidiary as at the Accounts Date and the audited financial statements of the Company for the financial year of the Company ended on the Accounts Date, together with the reports of the directors and auditors on those accounts and the notes to those accounts;

“Accounts Date” means 31 December 2014;

“Agreed CD Rom” means a CD Rom containing the material in the Data Room;

“Agreed Form” means a document specified in this Agreement in a form approved by OPKO Irl (on behalf of the Buyer) and the Sellers, as evidenced by such parties (or, in the case of the Sellers, by the Sellers' Representative or any partner of the Sellers' Solicitors) initialling such documents or as recorded as being in agreed form in email correspondence from the Buyer's Solicitors and from the Sellers' Solicitors respectively;

“Agreement” means this agreement;

“Ancillary Share Purchase Agreements” means the share purchase agreements entered into between OPKO Irl and the Shareholders other than the Sellers pursuant to the conditions of which the Shareholders other than the Sellers have respectively agreed to sell and OPKO Irl has agreed to purchase the Remaining Shares;

“Assurance” means any warranty, representation, statement, promise, arrangement, assurance, covenant, agreement, undertaking, indemnity, guarantee or commitment of any nature whatsoever and whether or not in writing;

“Average Common Stock Trading Price” means the average closing price of OPKO Common Stock on the New York Stock Exchange for the ten (10) Trading Days ending on the last Trading Day prior to the date of this Agreement;

“BD”, means Barrie Daish of 6 Bessborough Parade, Rathmines, Dublin 6 (being one of the Sellers);

“Business” means the business of the Group carried on at the date of Completion;

“Business Day” means a day other than a Saturday or Sunday or public holiday in Ireland on which banks are generally open for business in Dublin, Ireland;

“Buyer’s Group” means the Buyer and any other company which is or becomes a subsidiary or holding company of the Buyer or a subsidiary of such holding company;

“Buyer’s Solicitors” means McCann FitzGerald of Riverside One, Sir John Rogerson’s Quay, Dublin 2, Ireland;

“Claim” means a Warranty Claim, any other indemnity claim under clause 8 or a Tax Deed Claim;

“Claimant” means the Buyer and/or any assignee of a benefit of any of the Warranties or the Tax Deed pursuant to clause 21;

“Claim Notice” means a written notice of a Claim which contains specific details of the nature of the Claim, the circumstances giving rise to it and the Buyer's bona fide estimate (acting reasonably and in good faith) of any alleged loss or liability;

“Closing Trial Balance” means a closing trial balance as at the Completion Date printed from the Company’s SAP software;

“Companies Acts” means the Companies Acts 1963 to 2013 and any legislation in whatever form to be construed as one with those Acts;

“Company Product” means a product or service developed, manufactured, licensed, distributed or sold by any Group Company;

“Company Product Data” means all manufacturing information and data, and all submissions and correspondence with or to any Governmental Authority regarding any Company Product or Facility;

“Company Product Inventory” means all inventory owned as at the Completion Date by any Group Company (including sample inventory) of finished Company Product or works in progress or materials used in the manufacture of finished Company Product, held anywhere on behalf of any Group Company (or of any other Person on behalf of any Group Company) or in transit to or from any Group Company;

“Completion” means completion of the sale and purchase of the Sellers’ Shares in accordance with clause 5;

“Completion Date” means the date on which Completion occurs;

“Completion Payment” has the meaning given to it in clause 4.1;

“Confidential Information” means all information which is used in or otherwise relates to the business, customers or financial or other affairs of the Group including, without limitation, information relating to:

“Connected Person” means a person connected with a director of any Group Company within the meaning of section 26 of the Companies Act 1990 and “Connected” shall be construed accordingly;

“Consideration” means the consideration for the Sellers’ Shares set out in clause 3;

“Data Room” means the online data room facility relating to the Group and its business made available to the Buyer through Intralinks at Completion, as recorded in the Agreed CD Rom;

“Deed of Termination” means a deed of termination in the Agreed Form to be entered into at Completion terminating the shareholders’ agreement dated 22 March 2012 between the Sellers, certain other holders of Shares and the Company;

“Designated Sellers” means each of Eileen Raggett and Ontario Inc., (and each being a “Designated Seller”);

“Disclosed” means information fairly disclosed to the Buyer in the Disclosure Letter in a manner such that it provides sufficient detail to enable the Buyer to identify the nature and extent of the matter disclosed;

“Disclosure Letter” means the letter from the Management Sellers to the Buyer in relation to the Warranties having the same date as this Agreement;

“Elected Cash Consideration Amount” means the amount elected by a Seller to be received in cash at Completion from OPKO Irl which is set out opposite each Seller’s name in column 5 of Part 1 of Schedule 1;

“Elected Shares Consideration Amount” means the amount elected by a Seller to be received in the form of OPKO Consideration Shares at Completion which is set out opposite each Seller’s name in column 6 of Part 1 of Schedule 1;

“Encumbrance” includes any adverse claim or right or third party right or interest; any equity; any option or right of pre-emption or right to acquire or restrict; any mortgage, charge, assignment, hypothecation, pledge, lien or security interest or arrangement of whatsoever nature; any reservation of title; any hire purchase, lease or instalment purchase agreement and any other encumbrance, priority or security interest or similar arrangement of whatever nature;

“Escrow Account” means a separately designated account with the Escrow Agent pursuant to the terms of the Escrow Agreement;

“Escrow Agent” means American Stock Transfer & Trust Company;

“Escrow Agreement” means the agreement in the Agreed Form to be entered into at Completion between the Buyer, the Management Sellers and the Escrow Agent in respect of the Escrow Account;

“Escrow Amount” means [***], comprising [***] of [***];

“Escrow Consideration Shares” means that number of OPKO Common Stock having an aggregate value equal to the Escrow Amount, (representing [***] of [***]) and each such unit of OPKO Common Stock being valued for this purpose at an amount equal to the Average Common Stock Trading Price;

“Escrow Period” means the period from midnight on the Completion Date and ending at 11:59pm (GMT) on [***];

“Euro” and “€” means the lawful currency of Ireland;

“Exchange Act” means the Securities Exchange Act, 1934 (as amended) of the United States of America;

“Facility” means any buildings, plants, improvements or structures located on the Properties;

“Fundamental Warranties” means the Warranties set out in Part 1 of Schedule 5;

“Fundamental Warranty Claim” means an indemnity claim under clause 8 in relation to the Fundamental Warranties;

“General Warranties” means the warranties set out in Part 2 of Schedule 5;

“General Warranty Claim” means an indemnity claim under clause 8 in relation to the General Warranties;

“Governmental Authority” means any federal, state, local, tribal, provincial, municipal or any foreign government, or political subdivision thereof, or any multinational organization or authority or any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body;

“Group” means the Company and the Subsidiary and “Group Company” means any one of them;

“Intellectual Property” means all intellectual property of whatever nature anywhere in the world and the rights subsisting therein including, without prejudice to the generality of the foregoing: discoveries; inventions; improvements; designs; processes; know‑how; research; works of authorship; computer software; databases; performances; trade or business names; domain names; patents, utility models and short term patents (and applications for same); trade marks and trade mark applications; rights (registered or unregistered and applications for same) in any design; copyright (including rights in computer software and semi-conductor topographies); confidential and proprietary knowledge and information and any rights protecting same; business goodwill and reputation and rights protecting same; data base rights; and all intellectual property rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world;

“Ireland” means the Republic of Ireland;

“Laws” means any applicable law, statute, ordinance, rule, regulation, order, writ, judgments or decree;

“Leakage” means:

“Letters of Resignation” means the directors’ letters of resignation in the Agreed Form as referred to in paragraph 1(f) of Part 1 of Schedule 4;

“Losses” means any losses, damages, bonds, dues, assessments, fines, interest, penalties, claims, Taxes, fees, costs, expenses or amounts paid in settlement (in each case, including any adviser and experts’ fees and expenses and costs of investigation), whether or not involving a third party claim and costs of defence involving a third party claim but excluding any special, consequential, indirect or punitive damages unless paid to a third party;

“Management Accounts” means the unaudited profit and loss account and balance sheet of the Company and the Subsidiary for the three months ended on 31 March 2015;

“Management Sellers” means each of Patsy Carney and Thomas Brennan, (and each being a “Management Seller”);

“Notice” has the meaning given to it in clause 18;

“Ontario Inc.” means 1575773 Ontario Inc., a company registered in Canada and having its registered office at c/o Kapadia LLP, Suit 1, 265 Rimrock Road, North York, Ontario, Canada M3J 3C6;

“OPKO Common Stock” means the common stock of OPKO Inc with a par value of US$0.01 per share;

“OPKO Consideration Shares” means the shares of OPKO Common Stock issued pursuant to the terms of this Agreement (including the Escrow Consideration Shares);

“Outstanding Regulatory Approvals” means all Regulatory Approvals maintained by the Company at the date of this Agreement;

“Permitted Leakage” means:

“person” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Governmental Authority or other entity of any kind;

“Properties” means the properties described in Schedule 3;

“Regulatory Approvals” means, with respect to any country in which the Group carries on Business, any and all approvals, licenses, registrations or authorizations of any Regulatory Authority necessary to distribute, sell or market a Company Product in such country including, where applicable:

“Regulatory Authority” means any applicable supra-national, federal, regional, state, provincial or local regulatory agency, department, bureau, commission, council or other government entity, including the Health Products Regulatory Authority (“HPRA”), the European Medicines Agency (“EMA”) and the United States Food and Drug Administration (“FDA”), regulating or otherwise exercising authority with

“Regulatory Filings” means the filings made by any Group Company to any Regulatory Authorities to date;

“Related Persons” means:

“Relevant Jurisdiction” means a country within which any Group Company has undertaken any transactions of whatsoever nature;

“Remaining Shares” means the Shares other than the Sellers’ Shares;

“SEC” means the Securities and Exchange Commission of the United States of America;

“Securities Act” means the Securities Act 1933 of the United States of America (as amended);

“Seller Consideration Amount” means, in respect of each Seller, the amount set opposite that Seller’s name in column 4 of Part 1 of Schedule 1;

“Seller’s Group” means a Seller and any other company which is or becomes a subsidiary or holding company of such Seller or a subsidiary of such holding company;

“Shareholder’s Group” means a Shareholder and any other company which is or becomes a subsidiary or holding company of such Shareholder or a subsidiary of such holding company;

“Sellers’ Representative” means Patsy Carney or such other person appointed by the Sellers in accordance with clause 12;

“Sellers’ Solicitors” means William Fry Solicitors of 2 Grand Canal Square, Dublin 2, Ireland;

“Sellers’ Solicitors’ Account” means the US Dollar client account of the Seller’s Solicitors at [***] with [***] (with payment reference [***] to be used for any transfer into same);

“Service Agreements” means the service agreements in the Agreed Form to be entered into on Completion between the Company and [***] and [***] respectively, incorporating, in each case, amendments to their respective existing service agreements with the Company;

“Shares” means shares in the allotted and issued share capital of the Company;

“Shareholders” means all of the shareholders of the Company immediately prior to Completion;

“Specified Employees” means [***];

“Subsidiary” means the company of which brief particulars are set out in Part 2 of Schedule 2;

“Tax” means all forms of taxation either in Ireland or elsewhere wherever and whenever created or imposed, including, without limitation:

“Tax Authorities” means the Revenue Commissioners in the Republic of Ireland or the recognised tax authorities in any Relevant Jurisdiction;

“Tax Deed” means the tax deed of indemnity to be entered into at Completion between the Management Sellers and the Buyer in the Agreed Form;

“Tax Deed Claim” means any claim by the Buyer under the Tax Deed;

“Trading Day” means a day on which the New York Stock Exchange or any successor exchange is open for trading of securities admitted to its official list;

“Transaction” means the sale of the entire issued share capital of the Company to the Buyer;

“Transaction Documents” means this Agreement, the Tax Deed, the Deed of Termination, the Disclosure Letter, the Escrow Agreement, the Service Agreements and the Letters of Resignation;

“US dollars”, “US$” and $ means the lawful currency of the United States of America;

“Warranties” means the warranties contained in clauses 6.1, 6.2 and 6.3 and Schedule 5 and “Warranty” shall be construed accordingly; and

“Warranty Claim” means:

The aggregate price (the “Consideration”) payable for the Sellers’ Shares shall be

“Restricted Business” means the business carried on by the Group within the [***] immediately prior to the Completion Date and those activities documented in Company records at the Completion Date as considered for further action by the Company, at that date to be carried out within [***] of Completion;

“Restricted Period” means [***] from the Completion Date; and

“Restricted Territory” means the countries and territories in which the Group Companies carry on business at Completion.

PROVIDED THAT if the deemed receipt is not within working hours (being 9 am to 5 pm on a Business Day) Notice shall be deemed to be given or made at the start of working hours on the next Business Day.

IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.