EX-10.2






Exhibit 10.2




PROMISSORY NOTE




	 	 	 
	$3,000,000.00

	 	March 4, 2009
	 

	 	Miami, FL






     FOR VALUE RECEIVED, the undersigned, OPKO Health, Inc., a Delaware corporation with its
principal place of business at 4400 Biscayne Blvd., Miami, FL 33137 (“Maker”), promises to pay to
the order of Frost Gamma Investments Trust, with its principal place of business at 4400 Biscayne
Blvd., 15th Floor Miami, FL 33137 (“Payee”), at such place as may be designated in
writing by Payee, the principal sum of THREE MILLION DOLLARS ($3,000,000.00) (this “Note”).



     1. The principal amount of the loan evidenced hereby, together with any accrued and unpaid
interest, and any and all unpaid costs, fees and expenses accrued, shall be due and payable on May
4, 2009 (the “Maturity Date”).



     2. All amounts outstanding from time to time hereunder shall bear interest at the rate of
eleven percent (11%) per annum until such amounts are paid.



     3. This Note may be prepaid in whole or in part without penalty or premium. All payments of
principal shall be made in lawful money of the United States which shall be legal tender in payment
of all debts, public and private, at the time of payment.



     4. The Maker agrees to pay all costs of collection incurred in enforcing this Note, including
attorneys’ fees and costs at both trial and appellate levels and in any bankruptcy action. In the
event any legal proceedings are instituted in connection with, or for the enforcement of, this
Note, Payee shall be entitled to recover its costs of suit, including attorneys’ fees and costs, at
both trial and appellate levels and in any bankruptcy action.



     5. Each maker, endorser and guarantor or any person, firm or corporation becoming liable under
this Note hereby consents to any extension or renewal of this Note or any part hereof, without
notice, and agrees that they will remain liable under this Note during any extension or renewal
hereof, until the debts represented hereby are paid in full.



     6. All persons now or at any time liable for payment of this Note hereby waive presentment,
protest, notice of protest and dishonor. The Maker expressly consents to any extension or renewal,
in whole or in part, and all delays in time of payment or other performance which Payee may grant
at any time and from time to time without limitation and without any notice or further consent of
the undersigned. The remedies of Payee as provided herein shall be cumulative and concurrent and
may be pursued singularly, successively or together, at the sole discretion of Payee, and may be
exercised as often as the occasion therefor shall arise.



     7. This Note is to be governed by and construed in accordance with the applicable laws of the
State of Florida. Any action brought upon the enforcement of this Note is hereby authorized to be
instituted and prosecuted in the state and federal courts located in Dade County, Florida, at the
election of Payee.



 









 





     8. This Note may not be changed orally, but only by an agreement in writing, signed by the
party against whom enforcement of any waiver, change, modification or discharge is sought. This
Note shall not be assignable or transferable by Maker without the express written consent of Payee.



     9. No delay on the part of Payee in exercising any right or remedy hereunder shall operate as
a waiver of such right or remedy. No single or partial exercise of a right or remedy shall preclude
other or further exercise of that or any other right or remedy. The failure of Payee to insist upon
strict performance of any term of this Note, or to exercise any right or remedy hereunder, shall
not be construed as a waiver or relinquishment by the Payee for the future use of that term, right
or remedy. No waiver of any right of the Payee is effective unless in writing executed by the
Payee.



     10. The unenforceability or invalidity of any provision of this Note as to any person or
circumstances shall not render that provision or those provisions unenforceable or invalid as to
any other provisions or circumstances, and all provisions hereof, in all other respects, shall
remain valid and enforceable.



[SIGNATURES ON FOLLOWING PAGE]




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     IN WITNESS WHEREOF, the undersigned has executed this Note on the date specified below.



	 	 	 	 	 
	DATE: March 4, 2009 	MAKER:



OPKO HEALTH, INC.

 	 
	 	By:  	/s/
 	 
	 	Its:  	
 	 
	 	 	 	 
	 	 	 	 
	 




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