DATED 5 May 2015 (1) SELLERS (2) OPKO IRELAND LIMITED FORM OF AGREEMENT FOR THE SALE AND PURCHASE OF SHARES IN EIRGEN PHARMA LIMITED McCann FitzGerald Solicitors Riverside One Sir John Rogersons Quay Dublin 2 CONTENTS

THE PERSONS whose names and addresses are set out in Schedule 3 (together the “Sellers”) and

OPKO IRELAND LIMITED, a company registered in Ireland under number 530936 and having its registered office at Citywest Business Campus, 3013 Lake Drive, Dublin 24, Ireland (the “Buyer”).

EirGen Pharma Limited (the “Company”) is a private limited company incorporated in Ireland under registration number 398605.

The Sellers are the owners of the numbers of Shares set opposite their respective names in column 3 of Schedule 3 (the “Sellers’ Shares”).

The Sellers have agreed to sell and the Buyer has agreed to buy, the Sellers’ Shares on the terms and subject to the conditions of this Agreement.

Definitions

the marketing of goods or services, including customer names and lists and other details of customers, sales targets, sales statistics, market share statistics, prices market research reports and surveys and advertising or other promotional materials;

product information, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, plans, drawings, specifications and blueprints;

future projects, business development or planning, commercial relationships and negotiations; or

any information in relation to which a Group Company is bound by an obligation of confidence to a third party,

corporation tax (including any surcharge), advance corporation tax, income tax (including tax or amounts on account of tax required to be deducted or withheld from or accounted for in respect of any payment), capital gains tax, inheritance tax, gift tax, capital acquisition tax, value added tax, dividend (distribution) withholding tax, national insurance contribution, PAYE deductions, pay related social insurance, levies and universal social charge, capital duty, stamp duty, deposit interest retention tax, professional services withholding tax, relevant contracts tax, surtax, duties of customs and excise and import, petroleum revenue tax, environmental levies (including environmental levy on plastic bags), rates and all taxes, duties or similar charges replaced by or replacing any of the foregoing;

all other taxes on gross or net income, profits or gains, distributions, receipts, sales, use, occupation, franchise, value added and personal property;

all taxes, levies, imposts, duties, charges or withholdings of any nature whatsoever chargeable and/or collectable by any Tax Authorities in any Relevant Jurisdiction; and

any payment whatsoever which a Group Company may be or become bound to make to any person as a result of the discharge by that person of any tax which a Group Company has failed to discharge;

Construction

use of the singular includes the plural and vice versa;

a reference to one gender includes a reference to each other gender;

the headings are inserted for convenience of reference only and shall not in any way form part of, or affect the construction or interpretation of, this Agreement;

the provisions of the Schedules to this Agreement form an integral part of this Agreement and have as full effect as if they were incorporated in the body of this Agreement and the expressions “this Agreement” and “the Agreement” shall be deemed to include the Schedules to this Agreement;

a reference to a person (including a party to this Agreement) includes a reference to that person’s legal personal representatives, successors and permitted assigns;

a reference to a document is a reference to that document as from time to time amended, supplemented or varied (in each case, other than in breach of the provisions of this Agreement);

any reference to any statute or statutory provision shall include:

any statute or statutory provision which:

amends, extends, consolidates, re-enacts or replaces any statute or statutory provision; or

has been amended, extended, consolidated, re-enacted or replaced (whether before or after the date of this Agreement) by any statute or statutory provision; and

any orders, regulations, instruments or other subordinate legislation made under the relevant statute;

words and phrases the definitions of which are contained or referred to in the Companies Acts shall be construed as having the meanings attributed to them in such Acts;

a reference to any clause, sub-clause, paragraph, or Schedule shall be a reference to the clause, sub-clause, paragraph, or Schedule of this Agreement unless the context otherwise requires;

reference to a “company” shall be construed so as to include any company, corporation or body corporate, whenever and however established or incorporated;

all references to costs, charges and expenses include any value added tax or similar tax charged or chargeable in respect thereof;

references to any tax in respect of income or profits or gains or chargeable gains earned, accrued or received on or before a particular date or in respect of a particular period shall include any tax in respect of income or profits or gains deemed for Tax purposes to have been or treated as earned, accrued or received on or before that date or in respect of that period;

any phrase introduced by the terms “including”, “include” and “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

the rule known as ‘contra proferentum” shall not apply; and

any reference to an Irish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Ireland, be deemed to include a reference to what most nearly approximates in that jurisdiction to the Irish legal term.

Subject to the terms of this Agreement, each Seller severally shall sell, and the Buyer shall buy, the Sellers’ Shares with effect from Completion.

The Sellers’ Shares shall be sold free from all Encumbrances together with all other rights attached or accruing to the Sellers’ Shares, including the right to receive all dividends or distributions of whatever nature declared, paid or made in respect of any period on or after the Completion Date.

Each Seller severally waives any rights of pre-emption or other restriction on transfer to which it is entitled by virtue of the articles of association of the Company or otherwise in respect of the sale of the entire issued share capital of the Company to the Buyer on or about the date hereof.

Completion shall take place at the offices of the Buyer’s Solicitors immediately following the execution of this Agreement.

At Completion the Sellers and the Buyer shall do all those things respectively required of them in Schedule 1.

The Buyer shall not be obliged to complete this Agreement unless:

the Sellers comply with all of their obligations in Schedule 1; and

the purchase of all the Sellers’ Shares and the Shares under the Share Purchase Agreements is completed simultaneously.

The Sellers shall not be obliged to complete this Agreement unless the Buyer complies with all of its obligations in Schedule 1.

Each of the Sellers appoints the Buyer to be that Seller’s attorney for the purposes set out in this clause 5.5 from Completion until the Shares of that Seller are registered in the Buyer's name and on the following terms:

the Buyer may do the following in the name of such Seller;

exercise any rights, including rights to appoint a proxy or representative and voting rights, attaching to such Seller’s Shares; and

receive any dividend or other entitlement paid or credited to such Seller on or after Completion in respect of such Seller’s Shares;

all acts and things done by the Buyer in exercising powers under this power of attorney will be as valid as if they had been done by such Seller;

on registration of such Sellers’ Shares in the Buyer's name, the powers conferred on the Buyer under this clause 5.5 in respect of such Seller’s Shares and such Seller immediately cease; and

the Buyer shall indemnify such Seller against any loss, liability and cost which it may incur as a result of or in connection with the exercise by the Buyer of the power conferred on the Buyer under this clause.

Each Seller severally warrants and undertakes to the Buyer that each of the Warranties is, at the date of this Agreement, true and accurate in respect of that Seller and/or its Shares.

Each Seller agrees and acknowledges that the Buyer is entering into this Agreement in reliance on each Warranty.

No information of which the Buyer or its agents or advisers has knowledge (actual or constructive) and no investigation by or on behalf of the Buyer prevents any claim made by the Buyer under the Warranties or operates to reduce any liability of the Sellers or the amount recoverable by the Buyer from the Sellers. The Sellers shall not invoke the knowledge of the Buyer or its agents or advisers (actual or constructive) of a fact or circumstance which might make a Warranty untrue or inaccurate as a defence to a claim for breach of clause 6.1.

Each Warranty is independent and is not limited by a provision of this Agreement or by another Warranty (except where this Agreement provides otherwise).

Each Warranty shall continue in full force and effect notwithstanding Completion.

From and after Completion, each Seller shall severally indemnify and keep indemnified the Buyer and each member of the Buyer’s Group, their respective affiliates and their respective directors, officers, employees and agents from, against and in respect of, the full amount of all Losses incurred directly or indirectly by the Buyer, each member of the Buyer’s Group, their respective affiliates and their respective directors, officers, employees and agents, in respect of:

any Warranty warranted and undertaken to be true and accurate by the Seller pursuant to clause 6.1 being untrue or inaccurate; or

any fraud or wilful breach of this Agreement or any other Transaction Document by the Seller.

From and after Completion, the Buyer shall indemnify and keep indemnified the Sellers, their respective affiliates and their respective agents from, against and in respect of, the full amount of all Losses incurred by the Sellers, their respective affiliates and their respective agents, in respect of:

any warranty warranted to be true and accurate by the Buyer under clause 9 being untrue or inaccurate; or

any fraud or wilful breach of this Agreement by the Buyer.

The indemnifying party under this clause 7 shall have the right to contest any third party claim that may result in a Loss. In no event shall any indemnitee under this clause 7 consent to the entry of any judgment or enter into any settlement with respect to such claim without obtaining the prior written consent of the indemnifying party, not to be unreasonably withheld or delayed. In any event, the indemnifying party and the indemnitee may participate in the contest of such claim at their own expense. The indemnifying party and the indemnitee shall cooperate fully with each other as to all such claims, shall make available to each other as reasonably requested all information, records, and documents relating to such claims, and shall preserve all such information, records and documents until the termination or resolution of any such claim.

The Buyer warrants and undertakes to each of the Sellers that each of the following warranties is true and accurate:

it is a company duly incorporated and validly existing under the laws of the jurisdiction of its incorporation;

it has and will at Completion have all requisite corporate power and authority to enter into this Agreement to which it is a party and to perform its obligations under the Transaction Documents;

the signature (and, where relevant, execution and delivery) of, and the performance by it of its obligations under this Agreement will not:

result in a breach of any provision of its articles of association (or equivalent constitutional documents); or

result in a breach of, or constitute a default or require a consent under, any instrument or agreement to which it is a party or a violation of any Laws or any other restrictions of any kind by which it is bound; and

this Agreement has been duly and validly authorised and executed by it and constitutes its legal, valid and binding obligations, enforceable in accordance with its terms and conditions.

Each Seller undertakes to the Buyer not at any time to disclose or cause to be disclosed to any person or use for any purpose any Confidential Information. The Buyer undertakes to each Seller not at any time to disclose or cause to be disclosed to any person the terms of the Transaction Documents.

A Seller may disclose Confidential Information, and the Buyer may disclose the terms of the Transaction Documents, to the extent that:

disclosure is required by the law of any Relevant Jurisdiction or pursuant to an order of a court of competent jurisdiction;

disclosure is required by any securities exchange or regulatory or governmental body to which either party or a holding company is subject, wherever situated, whether or not the requirement for information has the force of law;

the information has come into the public domain through (i) no fault of the Seller or, where the context so requires, (ii) no fault of the Buyer or any member of the Buyer’s Group;

the information was in the possession of the person receiving it before such disclosure was made; or

the information was obtained by the Seller from a third party who was free to divulge it;

inform the other of the full circumstances of the disclosure and the information that will be disclosed, and take all such steps as may be reasonable and practicable in the circumstances to agree the content of such disclosure with the other party before making the disclosure;

consult with the other party as to possible steps to avoid or limit disclosure and take those steps where they would not result in significant adverse consequences to the other party; and

where the disclosure is by way of public announcement, agree the wording with the other party in advance.

The restrictions contained in this clause 10 shall apply at all times after the date of this Agreement.

The parties are entering into this Agreement in consideration of the other party’s undertakings to comply with this clause 10. If any breach or violation of any of the provisions of clause 10 occurs, the parties agree that damages would not be an adequate relief for such breach or violation and that injunctive relief would be reasonable and essential to safeguard the legitimate interests of the parties. Accordingly, each of the Sellers and the Buyer acknowledge to the other that it will be entitled to seek injunctive relief in respect of any actual or threatened breach of clause 10 Error! Reference source not found.(in addition to any other remedies) by the other party and such other party shall not object to the appropriateness of such relief being sought.

Neither party shall make any statement to the press or to the employees of the Group or make any other public announcement in connection with any matters referred to in this Agreement without the prior consent in writing of the other party which consent shall not be unreasonably withheld.

Clause 11.1 does not apply to a public announcement, communication or circular to be made or sent by a party or that party’s holding company if it is required by law, a regulation of a stock exchange or by any regulatory body which that party is a member of or is otherwise regulated by or subject to.

Notices or other communications (a “Notice”) given in connection with this Agreement shall be:

in writing;

delivered by hand or sent by registered post to the address in clause 13.3 of the party to which the Notice is being given or to such other address as such party shall communicate to the party giving the Notice; or

sent by facsimile to the number in clause 13.3 of the party to which it is being sent or to such other number as such party shall communicate to the party giving the Notice.

Every Notice given in accordance with this clause shall be deemed to have been received as follows:

The relevant addressee, address and facsimile number of each party for the purposes of this Agreement, subject to clause 13.1 are:

A party shall notify the other of a change to its name, relevant addressee, address or facsimile number for the purposes of clause 13.3. Such notification shall only be effective on:

the date specified in the notification as the date on which the change is to take place; or

if no date is specified or the date specified is less than 5 Business Days after the date on which notice is given, the date falling 5 Business Days after notice of any such change has been given.

No Seller may assign, transfer, grant any Encumbrance over, declare any trust over or deal in any way with its rights under this Agreement without the prior written consent of the Buyer.

The Buyer may at any time and on one or more occasions, assign or grant any Encumbrance over its rights under this Agreement to any other member of the Buyer’s Group, and/or agent or trustee of such person for the time being and such assignee shall be entitled to and may enforce the benefit and rights of the Buyer under this Agreement as if it had been named as the Buyer under this Agreement provided always that such assignee shall be required to assign and transfer all rights and obligations under this Agreement to another member of the Buyer’s Group if that assignee ceases to be a member of the Buyer’s Group (such assignment and transfer to be completed immediately prior to such cessation).

If there is an assignment, transfer, grant, declaration or dealing by a party as permitted by this clause 16:

such party shall, as soon as reasonably practicable, give Notice of such dealing to the other parties. However, failure to give such Notice shall not affect the validity of such dealing;

the amount of loss or damage recoverable by any assignee or other person entitled to the rights under this Agreement pursuant to this clause 16 shall not be greater than the amount of loss or damage which that party would have been able to recover had (a) such assignment, transfer, grant, declaration or dealing and (b) any related transfer of all or any of the Shares of any Group Company or all or any of the assets or undertaking of any Group Company not taken place.

A party may disclose information that it is otherwise required to keep confidential under clause 10 to an assignee permitted by this clause 16 provided they are subject to the same confidentiality obligations as envisaged in this Agreement in respect of the information so disclosed.

This Agreement shall be binding on and continue for the benefit of the successors, estate and personal representatives and permitted assignees (as the case may be) of each party.

A waiver by any Seller or the Buyer of any breach by the Buyer or any Seller of any of the terms, provisions or conditions of this Agreement or the acquiescence of any Seller or the Buyer in any act (whether commission or omission), which, but for such acquiescence, would be such a breach, shall not constitute a general waiver of such term, provision or condition or of any further similar breach.

Completion shall not constitute a waiver by any party of any breach of any provision of this Agreement, whether or not known to such party at the date of Completion.

the legality, validity or enforceability of any other provision of this Agreement (including the remainder of a provision, where only part of the provision is or has become illegal, invalid or unenforceable); or

the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.