EXHIBIT 10.1

                                IVAX CORPORATION

                          1997 EXECUTIVE RETENTION PLAN

         1. PURPOSE OF PLAN. The purpose of the 1997 Executive Retention Plan
(the "PLAN") is to promote the continuity of the business and operations of the
Corporation and its Subsidiaries during the implementation of a strategic plan
which may involve the disposition of certain Subsidiaries or other transactions
involving the Corporation. The Plan seeks to achieve this purpose by offering
enhanced separation pay to employees under certain circumstances.

         2. DEFINITIONS. In addition to terms defined elsewhere in this Plan,
the following terms shall have the meanings indicated for purposes of the Plan.

         "BENEFITS PERIOD" means the period specified by Corporate Management in
a Supplement for each Eligible Participant.

         "CHANGE IN CONTROL" means:

         (1) with respect to the Corporation, the occurrence of one of the
following events:

                  (A) any person (as such term is defined in Sections 13(d)(3)
and 14(d)(2) of the Securities Exchange Act of 1934) acquires direct or indirect
beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934) of 30% or more of the then outstanding securities of the
Corporation eligible to vote for the election of directors ("VOTING
SECURITIES");

                  (B) the board of directors of the Corporation approves:

                      (i) any consolidation, merger, share exchange, or similar
reorganization of the Corporation that requires shareholder approval unless (i)
immediately following such transaction the holders of voting securities of the
Corporation have the same proportionate ownership of the surviving corporation
as such holders had immediately prior to the transaction, or (ii) at the time
that the board of directors of the Corporation approves the transaction, the
board of directors of the Corporation simultaneously approves a resolution
expressly providing that such transaction does not constitute a Change in
Control under the Plan;

                      (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of more than 50% of the assets
of the Corporation to one or more entities which are not direct or indirect
wholly-owned subsidiaries of the Corporation; or

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                      (iii) any liquidation or dissolution of the Corporation;
or

                  (C) individuals who, as of the Effective Date, constitute the
board of directors of the Corporation (the "INCUMBENT BOARD") cease for any
reason to constitute at least a majority of the board of directors of the
Corporation; provided that any person becoming a director subsequent to the
Effective Date whose nomination or election was approved by a vote of at least a
majority of the directors then comprising the incumbent board shall be
considered as though such person was a member of the incumbent board; and
provided further, that no individual initially nominated or elected as a
director of the Corporation as a result of an actual or threatened election
contest with respect to directors or any other actual or threatened solicitation
of proxies or consents by or on behalf of any person other than the incumbent
board shall be deemed to be a member of the incumbent board.

Notwithstanding the foregoing, a Change in Control of the Corporation shall not
be deemed to have occurred solely because any person acquires beneficial
ownership of more than 30% of the voting securities of the Corporation as a
result of the acquisition of voting securities by the Corporation which, by
reducing the number of voting securities outstanding, increases the percentage
of shares beneficially owned by such person, unless the percentage then owned by
such person exceeds 50%.

         (2) with respect to a Subsidiary, the occurrence of one of the 
following events:

                  (A) any disposition by the Corporation or a Subsidiary of more
than 50% of the outstanding voting securities of the Subsidiary; or

                  (B) the Corporation approves:

                      (i) any consolidation, merger, share exchange, or similar
reorganization of the Subsidiary that requires shareholder approval unless
immediately following such transaction the Corporation continues to hold,
directly or indirectly, all of the voting securities of the Subsidiary;

                      (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of more than 50% of the assets
of the Subsidiary to one or more entities which are not direct or indirect
wholly-owned subsidiaries of the Corporation; or

                      (iii) any liquidation or dissolution of the Subsidiary.

Notwithstanding the foregoing, (x) none of the foregoing events shall be deemed
to be a Change in Control of a Subsidiary if at the time that the board of
directors of the Corporation approves the transaction, the board of directors of
the Corporation 

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simultaneously approves a resolution expressly providing that such transaction
does not constitute a Change in Control under the Plan, and (y) a Change in
Control of the Corporation shall be deemed to also be a Change in Control of all
Subsidiaries then owned directly or indirectly by the Corporation.

         "COMMITTEE" means the Compensation and Stock Option Committee of the
Board of Directors of the Corporation.

         "CORPORATE MANAGEMENT" means the officer or officers of the Corporation
selected by the Committee to make determinations under the Plan, and, with
respect to any Subsidiary which ceases to be controlled by the Corporation, the
officer or officers of the Subsidiary or its successor designated by the
Subsidiary or its successor as responsible for making determinations under the
Plan.

         "CORPORATION" means IVAX Corporation and any successor corporation.

         "DIRECT EMPLOYER" means the corporate entity that is primarily
responsible for the payment of an Eligible Participant's compensation.

         "EFFECTIVE DATE" means the date that the Plan becomes effective.

         "ELIGIBLE PARTICIPANT" means each employee of the Corporation or a
Subsidiary who is designated on the records of the Corporation or the Subsidiary
as a full-time, regular employee and who is designated by Corporate Management
as eligible to participate in the Plan.

         "RETENTION PERIOD" means the period commencing on the Effective Date
specified by Corporate Management in a Supplement for each Eligible Participant.

         "SEPARATION BENEFITS" means the continued provision of health and
dental benefits for the period of time equal to the Benefit Period; provided
that the participant continues to make monthly contributions to health and
dental premiums during the Benefit Period in an amount equal to the amount of
such contributions as of the termination date.

         "SEPARATION COMPENSATION" means the Separation Benefits and the
Separation Pay.

         "SEPARATION PAY" means the amount specified by Corporate Management in
a Supplement for each Eligible Participant.

         "SUBSIDIARY" means each direct or indirect subsidiary of the
Corporation which Corporate Management has determined is eligible to participate
in the Plan and which agrees to participate in the Plan and any successor to
such subsidiary.

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         "SUPPLEMENT" means a written document executed by Corporate Management
which identifies, for each Eligible Participant, the Benefit Period, Retention
Period, Separation Pay and any other supplemental or different terms and
provisions applicable to the Eligible Participant.

         3. EFFECTIVE DATE. The Plan shall be effective as of March 31, 1997.

         4. SEPARATION PAY.

                  (a) TRIGGER EVENT. Subject to Section 4(c), an Eligible
Participant shall be entitled to receive applicable Separation Compensation if
during the Retention Period a Change in Control occurs with respect to the
Eligible Participant's Direct Employer and within one year following such Change
in Control, (1) the Eligible Participant's employment is terminated by the
Corporation or a Subsidiary, as the case may be, as a result of the elimination
of the employee's position due to a restructuring or reduction in work-force, or
(2) the Eligible Participant terminates his or her employment with the
Corporation or a Subsidiary, as the case may be, as a result of (i) a
significant reduction in position, authority or responsibility compared to the
Eligible Participant's position, authority and responsibility as of the
Effective Date, (ii) a requirement of the Corporation or a Subsidiary, as the
case may be, that the Eligible Participant work in a location more than 60 miles
from the Eligible Participant's workplace as of the date of termination, or
(iii) a reduction in base salary. An employee who terminates his employment
under clause (2)(i) above shall not be entitled to Separation Pay unless he
provides the Corporation with at least 30 days written notice of termination
specifying in detail the reasons for the termination.

                  (b) PAYMENT OF SEPARATION PAY. The Separation Pay shall be
paid in a lump sum within 15 days after the date of termination.

                  (c) RELEASE OF CLAIMS. The Separation Pay shall be made in
full satisfaction of any claims the Eligible Participant may have against the
Corporation or any Subsidiary in connection with the Eligible Participant's
termination, and an Eligible Participant entitled to Separation Pay shall be
required to execute a release of claims in favor of the Corporation and the
Subsidiary in a form acceptable to the Corporation and the Subsidiary as a
condition to the receipt of any payments under the Plan. Notwithstanding any
other provision of the Plan, no payments shall be made under the Plan to an
Eligible Participant until the expiration of any waiting period imposed by
applicable law for the effectiveness of the release of claims described in this
section.

                  (d) CERTAIN CLARIFICATIONS. For purposes of Section 4(a)(2)(i)
above, the fact that the Corporation or any Subsidiary may have divested all or
substantially all of its assets shall not, by itself, be deemed a significant
reduction in position, authority or responsibility. No Eligible Participant is
entitled to any payments under the Plan if 


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such person is terminated by the Corporation or a Subsidiary for any reason
other than the reason identified in Section 4(a)(1) above, and no Eligible
Participant is entitled to any payments under the Plan if such person terminates
his employment for any reason other than the reasons identified in Section
4(a)(2) above. No Eligible Participant shall be entitled to any payments under
the Plan unless such person was employed by the Corporation or a Subsidiary at
the time of the applicable Change in Control.

         5. NO OTHER PAYMENTS. The Plan supersedes and replaces any other plans
or arrangements of the Corporation or any Subsidiary currently in effect
providing for separation pay or benefits to any Eligible Participant in
connection with any restructuring or work-force reductions or terminations for
the reasons identified in Section 4(a)(2), and the Separation Pay payable under
the Plan is paid in lieu of and replaces any and all other such payments or
benefits payable by the Corporation or any Subsidiary under any other such plan
or arrangement, unless such other plan or arrangement provides for greater
aggregate payments and benefits to the Eligible Participant in connection with
any restructuring or work-force reductions or terminations for the reasons
identified in Section 4(a)(2), in which case the Eligible Participant shall be
entitled to receive the payments and benefits provided for in such other plan or
arrangement and shall not be entitled to any payments or benefits under this
Plan.

         6. NO RIGHT TO EMPLOYMENT. Participation in the Plan does not confer
upon any Eligible Participant any right with respect to continuation of
employment by the Corporation or any Subsidiary, nor interfere with the right of
the Corporation or any Subsidiary to terminate the employee at any time.

         7. ADMINISTRATIVE MATTERS. Corporate Management has the authority to
interpret and construe all provisions of the Plan and to make all determinations
deemed necessary or advisable with respect to the Plan and its administration,
including to determine an employee's eligibility to receive Separation Pay.
Participation in the Plan does not confer a right to participation in any
similar plan adopted in the future. The Plan is unfunded, and no amount will be
set aside for Separation Pay unless otherwise determined by Corporate
Management.

         8. AMENDMENT. Corporate Management may amend the Plan or any Supplement
in its discretion at any time; provided that no amendment may reduce the level
or timing of benefits payable to any Eligible Participant without the
participant's consent.

         9. BINDING EFFECT; OBLIGATIONS OF SUBSIDIARIES. All payments to be made
under the Plan to employees of a particular Subsidiary shall be the sole
obligation of the applicable Subsidiary, and neither the Corporation nor any
other Subsidiary shall have any obligation to make payments under the Plan to
any employee of the Subsidiary. The Plan shall not be terminated by any merger,
consolidation, share 


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exchange, sale of assets or other reorganization of the Corporation or any
Subsidiary, and shall be binding upon the respective successors and assigns of
the Corporation and the Subsidiaries and their respective businesses.

         10. GOVERNING LAW AND VENUE. This Plan shall be governed by and
construed in accordance with the laws of the State of Florida, without regards
to the conflict of law principles thereof. Any legal proceeding against the
Corporation relating to the Plan shall be brought in the state courts of the
State of Florida for Dade County, Florida or in the United States District Court
for the Southern District of Florida, and any legal proceeding against a
Subsidiary relating to this Plan shall be brought in the state or federal court,
as the case may be, which is closest to, and in the same state as, the principle
place of business of the Subsidiary, and the Corporation, each Subsidiary and
each Eligible Participant accepts the exclusive jurisdiction of those courts for
the purpose of any such legal proceeding. In addition, the Corporation, each
Subsidiary and each Eligible Participant irrevocably waive, to the fullest
extent permitted by law, any objection which they may now or hereafter have to
the laying of venue of any legal proceeding arising out of or relating to this
Plan brought in such jurisdiction, and further irrevocably waive any claim that
any legal proceeding brought in such jurisdiction was brought in an inconvenient
forum.

         11. TERMINATION. This Plan shall terminate on the later of (1)
expiration of the Retention Period, with respect to the Corporation and any
Subsidiary which has not been the subject of a Change in Control, and (2) one
year following the date of any Change in Control with respect to the Corporation
or any Subsidiary which has been the subject of a Change in Control.

         12. NOTICES. All notices required to be sent to the Corporation or any
Subsidiary pursuant to this Plan shall be sent to (1) in the case of the
Corporation, the Vice President of Human Resources of the Corporation, and (2)
in the case of a Subsidiary, the person responsible for the human resource
function at the Subsidiary.

         13. GROSS-UP PAYMENT.

             (a) GROSS-UP PAYMENT. In the event it shall be determined that any
payment, benefit or distribution (or combination thereof) by the Corporation or
a Subsidiary (the "PAYER") to or for the benefit of the Eligible Participant
(whether paid or payable or distributed or distributable pursuant to the terms
of this Plan or under the terms of any other plan, program, agreement or
arrangement) (a "PAYMENT") would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (the "CODE") or any
interest or penalties are incurred by the Eligible Participant with respect to
such excise tax (such excise tax, together with any such interest and penalties,
hereinafter collectively referred to as the "EXCISE TAX"), the Eligible
Participant shall be entitled to receive an additional payment (a "GROSS-UP
PAYMENT") in an amount such that after payment by the Eligible Participant of
all taxes, 


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including, without limitation, any income or employment taxes (including any
interest or penalties imposed with respect to all such taxes except those
imposed by reason of the Eligible Participant's failure to file timely a tax
return or to pay taxes shown due on the return) and the Excise Tax imposed upon
the Gross-Up Payment, the Eligible Participant retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.

             (b) DETERMINATION OF GROSS-UP PAYMENT. An initial determination as
to whether a Gross-Up Payment is required pursuant to this Plan and the amount
of such Gross-Up Payment shall be made at the Payer's expense by an accounting
firm selected by the Payer that is one of the five largest accounting firms in
the United States (the "ACCOUNTING FIRM"). The Accounting Firm shall provide its
determination (the "DETERMINATION"), together with detailed supporting
calculations and documentation, to the Payer and the Eligible Participant within
twenty days of the date of the Eligible Participant's termination of employment
or such other time as requested by the Corporation, a Subsidiary or by the
Eligible Participant (provided the Eligible Participant reasonably believes that
any of the Payments may be subject to the Excise Tax) and if the Accounting Firm
determines that no Excise Tax is payable by the Eligible Participant with
respect to a Payment, it shall furnish the Eligible Participant with an opinion
that no Excise Tax will be imposed with respect to any such Payment. The
Gross-Up Payment, if any, as determined pursuant to this section shall be paid
by the Payer within five days of the receipt of the Determination. The
Determination shall be binding, final and conclusive upon the Payer and the
Eligible Participant, subject to the application of subsection (c).

             (c) ADJUSTMENT IN PAYMENT. As a result of uncertainty in the
application of Section 280G and Section 4999 of the Code at the time of the
Determination hereunder, it is possible that the Payer may make Gross-Up
Payments that should not have been made (an "OVERPAYMENT") or that additional
Gross-Up Payments are due (an "UNDERPAYMENT"), in each case, consistent with the
calculations required to be made hereunder. In the event that the Accounting
Firm, based upon the assertion of a deficiency by the Internal Revenue Service
against the Eligible Participant or the Payer, as the case may be, which the
Accounting Firm believes has a high probability of success, determines that an
Overpayment or Underpayment has been made, adjustment shall be made as provided
herein. Any Overpayment by the Payer to or for the benefit of the Eligible
Participant shall be treated for all purposes as a loan to the Eligible
Participant that the Eligible Participant shall repay to the Payer together with
interest at the applicable federal rate provided for in Section 7872(f)(2) of
the Code; provided, however, that no such loan shall be deemed to have been made
and no amount shall be payable by the Eligible Participant to the Payer if and
to the extent such deemed loan and payment would not either reduce the amount on
which the Eligible Participant is subject to tax under Section 1 and Section
4999 of the Code or generate a refund of such taxes. In the event that the
Accounting Firm, based upon controlling precedent or other substantial
authority, determines that an Underpayment has occurred, any such Underpayment
shall promptly be paid by the Payer to or for the 


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benefit of the Eligible Participant together with interest at the applicable 
federal rate provided for in Section 7872(f)(2) of the Code.

Dated:  March 31, 1997


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