IVAX CORP /DE
EQUITY OPTION CONFIRMATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>4
<FILENAME>g76489ex10-32.txt
<DESCRIPTION>EQUITY OPTION CONFIRMATION AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.32

                                                                          UBS AG
                                                            100 Liverpool Street
                                                                 London EC2M 2HR
                                                           Tel. +44-207-568 0687
                                                         Fax. +44-207-568 9895/6



Date:                              06 August 2001

To:                                IVAX Corporation ("Party B")
                                   4400 Biscayne Boulevard
                                   Miami, FL 33137

Attention:                         Timothy Burns
                                   Phone: (305) 575-6131

From:                              UBS AG, London Branch ("Party A")

Re:                                Equity Option Confirmation
                                   UBS Reference: 1323670
-------------------------------------------------------------------------------
The purpose of this communication is to confirm the terms and conditions of the
put option (the "Put Transaction") entered into between us on the Trade Date
specified below. This communication constitutes a "Confirmation" as referred to
in the Master Agreement specified below.

The definitions and provisions contained in the 1996 ISDA Equity Derivatives
Definitions (the "Equity Definitions"), as published by the International Swaps
and Derivatives Association, Inc. ("ISDA") are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and
provisions and this Confirmation, this Confirmation will govern.

This Confirmation evidences a complete binding agreement between you and us as
to the terms of the Transaction to which this Confirmation relates. In addition,
you and we agree to use all reasonable efforts promptly to execute and deliver
an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross
Border) (the "ISDA Form"), with such modifications as you and we will in good
faith agree. Upon the execution by you and us of such an agreement, this
Confirmation will supplement, form a part of, and be subject to that agreement.
All provisions contained or incorporated by reference in that agreement upon its
execution will govern this Confirmation except as expressly modified below.
Until we execute and deliver that agreement, this Confirmation, together with
all other documents referring to the ISDA Form (each a "Confirmation"), shall
supplement, form a part of, and be subject to an agreement in the form of the
ISDA Form as if we had executed an agreement in such form (but without any
Schedule except for the election of U.S. Dollars as the Termination Currency and
such other elections and modifications detailed herein referring to the ISDA
Form) on the Trade Date of the first such Transaction between us. In the event
of any inconsistency between the provisions of that agreement and this
Confirmation, this Confirmation will prevail for the purpose of this
Transaction.

The terms of the Transaction to which this Confirmation relates are as follows:

Trade Date:                        01 August 2001
                                   (time of execution available on request)

Option Style:                      European Option

Option Type:                       Put

Seller:                            Party B

Buyer:                             Party A


UBS Warburg is a business group of UBS AG
UBS AG is registered as a branch in England and Wales Branch No. BR004507 (A
public company limited by shares, incorporated in Switzerland whose registered
offices are at Aeschenvorstadt 1, CH-4051, Basel and Bahnofstrasse 45, CH-8001
Zurich) Registered Address: 1 Finsbury Avenue London EC2M 2PP. Regulated in the
UK by the Securities and Futures Authority. A member of the London Stock
Exchange.

<PAGE>

                                                              Reference: 1323670


Shares:                            IVAX Corporation (the "Issuer") (Symbol: IVX)

Number of Options:                 250,000

Option Entitlement:                One Share per Option

Strike Price:                      USD 31.50

Premium:                           USD 562,500.00

Premium Payment
Date:                              Three Currency Business Days following the
                                   Trade Date

Exchange:                          American Stock Exchange

Related Exchange(s):               Any exchange on which futures or options
                                   referenced to the Shares are traded

Clearance System:                  Depository Trust Company, or any successor
                                   to or transferee of such clearance system.

Calculation Agent:                 Party A


Procedure for Exercise

Expiration Time:                   The close of trading on the Exchange without
                                   regard to extended or after hours trading
                                   (local time in New York)

Expiration Date:                   15 November 2001

Automatic Exercise:                Applicable

Party B's Contact
Details Notice:                    Timothy Burns
                                   Fax: (305) 575-6121

Reference Price:                   The last reported sale price (if the
                                   Exchange is The NASDAQ Stock Market) or the
                                   closing price (if the Exchange is other than
                                   The NASDAQ Stock Market) per Share at the
                                   Expiration Time on the Expiration Date, as
                                   reported by the Exchange, without regard to
                                   extended or after hours trading.

Settlement Terms

Physical                           Settlement: Applicable; provided, however,
                                   that Party B may elect to make Cash
                                   Settlement or Net Share Settlement applicable
                                   by giving notice to Party A on a day (the
                                   "Election Date") no later than (in the case
                                   of Cash Settlement) five Exchange Business
                                   Days, or (in the case of Net Share
                                   Settlement) twenty Exchange Business Days,
                                   before the Expiration Date.


                                       2
<PAGE>

Cash Settlement:                   If Party B elects Cash Settlement, the
                                   Seller shall pay the Cash Settlement Amount
                                   to the Buyer on the Cash Settlement Payment
                                   Date.

Settlement Price:                  If Physical Settlement is applicable, the
                                   Settlement Price shall be the amount
                                   determined in accordance with Section
                                   2.1(g)(iii) of the Equity Definitions, or if
                                   Net Share Settlement or Cash Settlement is
                                   applicable, the Settlement Price shall be the
                                   price determined in accordance with Section
                                   4.4(b)(i) of the Equity Definitions.

Cash Settlement
Payment Date:                      Three Currency Business Days after the
                                   Valuation Date.

Net Share Settlement:              If Party B elects Net Share Settlement, the
                                   Seller shall deliver to the Buyer the number
                                   of whole Shares (the "Settlement Shares")
                                   equal to (i) the Cash Settlement Amount
                                   divided by (ii) the Closing Value, plus cash
                                   in lieu of any fractional Share. At any time
                                   following an election of Net Share Settlement
                                   by Party B (as the settlement method
                                   applicable to the exercise of this
                                   Transaction on the Expiration Date) but no
                                   later than five Exchange Business Days before
                                   the Expiration Date, Party B may elect Cash
                                   Settlement or Physical Settlement.

Closing Value:                     The last reported sale price (if the Exchange
                                   is The NASDAQ Stock Market) or closing price
                                   (if the Exchange is other than The NASDAQ
                                   Stock Market) per Share on the Valuation
                                   Date, as reported by the Exchange, without
                                   regard to extended or after hours trading.

Settlement Date:                   If Physical Settlement is applicable, the
                                   Settlement Date shall be the date determined
                                   in accordance with Section 6.2 of the Equity
                                   Definitions, or if Net Share Settlement is
                                   applicable, the Settlement Date shall be the
                                   date determined in accordance with Section
                                   6.2 of the Equity Definitions provided that
                                   any reference to "Exercise Date" in that
                                   section shall be deemed to be a reference to
                                   "Valuation Date."

Valuation

Valuation Time:                    At the close of trading on the Exchange,
                                   without regard to extended or after hours
                                   trading.

Valuation Date:                    As determined in accordance with section 4.2
                                   of the Equity Definitions

Averaging Dates:                   The Expiration Date and one Exchange Business
                                   Day immediately preceding the Expiration
                                   Date.

Averaging Date
Market Disruption:                 Modified Postponement

Relevant Price:                    The last reported sale price (if the Exchange
                                   is The NASDAQ Stock Market) or closing price
                                   (if the Exchange is other than The NASDAQ
                                   Stock Market) per Share at the Valuation Time
                                   on an Averaging Date, as reported by the
                                   Exchange.

Adjustment Events


                                       3
<PAGE>


Method of Adjustment:              Calculation Agent Adjustment


Extraordinary Events

Consequences of Merger Events:

(a)   Share-for-Share:             Cancellation and Payment

(b)   Share-for-Other:             Cancellation and Payment

(c)   Share-for-Combined:          Cancellation and Payment

For the purposes of this Confirmation, the second line of Section 9.3(b)(ii) of
the Equity Definitions is deleted and replaced with, "Share Basket Option
Transaction, the Option Transaction will be cancelled as of the earlier of (i)
the third Exchange Business Day following the Announcement Date and (ii) the
twentieth Exchange Business Day before the Merger Date".

Nationalization:                   Cancellation and Payment


Miscellaneous

Conditions on Net
Share Settlement:                  If Party B elects Net Share Settlement, the
                                   following conditions must be met: (i) Party
                                   B will enter into a Registration Rights
                                   Agreement with Party A in form and substance
                                   acceptable to Party A not later than the
                                   Election Date, which agreement will contain,
                                   among other things, the representations and
                                   warranties, indemnification and contribution
                                   provisions and the obligation of Party B to
                                   deliver customary opinions of counsel and
                                   accountants' comfort letters and officers'
                                   certificates, in each case, consistent with
                                   those that Party A would require in the case
                                   of a primary issuance of common stock, and
                                   obligations of Party A and Party B relating
                                   to the registration of the Settlement Shares
                                   and the Make-Whole Shares (the "Registered
                                   Shares"); (ii) the Shelf Registration (as
                                   hereinafter defined) shall have been
                                   declared effective by the Securities and
                                   Exchange Commission not less than five
                                   Exchange Business Days prior to the
                                   Expiration Date; and (iii) Party B shall
                                   maintain the effectiveness of the Shelf
                                   Registration until all Registered Shares
                                   have been sold by Party A, assuming Party A
                                   uses commercially reasonable efforts to sell
                                   the Registered Shares within one year.
                                   "Shelf Registration" means a registration
                                   statement in form and substance reasonably
                                   acceptable to Party A for an offering to be
                                   made on a continuous basis pursuant to Rule
                                   415 under the Securities Act of 1933, as
                                   amended, registering Party A's resale of all
                                   the Settlement Shares, plus any Make-whole
                                   Shares, in the manner or manners designated
                                   by Party A.

Make-Whole
Provision:                         If within sixty Exchange Business Days from
                                   (and including) the date Party B delivers
                                   Settlement Shares to Party A pursuant to Net
                                   Share Settlement of the Transaction, Party A
                                   resells all or any portion of the Settlement
                                   Shares and the net proceeds received by
                                   Party A upon resale of such Shares exceed
                                   the Cash Settlement Amount (or if less than
                                   all of


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<PAGE>

                                   the Shares are resold, the applicable pro
                                   rata portion of the Cash Settlement Amount),
                                   Party A shall promptly refund in cash such
                                   difference to Party B. In the event that
                                   such net proceeds are less than the Cash
                                   Settlement Amount (or if less than all of
                                   the Settlement Shares are resold, the
                                   applicable pro rata portion of the Cash
                                   Settlement Amount), Party B shall pay in
                                   cash or additional Shares such difference
                                   (the "Make-whole Amount") to Party A
                                   promptly after receipt of notice thereof. In
                                   the event that Party B elects to pay the
                                   Make-whole Amount in additional Shares, the
                                   requirements set forth above with respect to
                                   payment of the Cash Settlement Amount in
                                   Shares, including Make-whole requirements,
                                   shall apply, such that Party A shall pay to
                                   Party B any such excess and Party B shall
                                   pay to Party A in cash or additional
                                   Make-Whole Shares any additional Make-whole
                                   Amount. In calculating the net proceeds from
                                   the resale of any Settlement Shares there
                                   shall be deducted from such proceeds any
                                   amount equal to the underwriting discount or
                                   commission determined by the Calculation
                                   Agent multiplied by the total number of
                                   Shares sold pursuant to a Shelf Registration
                                   or (in the case of restricted Shares), the
                                   total number of Shares delivered by Party B
                                   to Party A pursuant to Net Share Settlement.

Title to Shares:                   If the Transaction is to be Physically
                                   Settled or Net Share Settled, the party
                                   obligated to deliver Shares represents,
                                   warrants and agrees that (a) (if not the
                                   issuer of the Shares), it is the legal and
                                   beneficial owner of the Shares it is
                                   required to deliver; (b) it has the right to
                                   transfer or, (if the issuer of the Shares)
                                   issue, those Shares; and (c) it will convey
                                   good title to the Shares it is required to
                                   deliver, free from all liens, charges,
                                   equities, rights of pre-emption or other
                                   security interests or encumbrances
                                   whatsoever.

Transfer:                          Neither party may transfer any rights nor
                                   delegate any obligations in respect of the
                                   Transaction, in whole or in part, without
                                   the prior written consent of the
                                   non-transferring party.

Additional Termination Events:     The following shall each be an Additional
                                   Termination Event with respect to Party B
                                   with Party B as the sole Affected Party and
                                   all Share Eligible Transactions as Affected
                                   Transactions:

                                   (a) At any time during the term of this
                                   Transaction, the Closing Price is at or below
                                   USD 15.00 (as adjusted for stock splits or
                                   similar events or as otherwise adjusted in
                                   accordance with this Confirmation, or as
                                   agreed between the parties) (the "Trigger
                                   Price"). For the purpose of this Additional
                                   Termination Event, "Closing Price" shall be
                                   defined as the last reported sale price (if
                                   the Exchange is The NASDAQ Stock Market) or
                                   closing price (if the Exchange is other than
                                   The NASDAQ Stock Market) per Share determined
                                   by the Calculation Agent at the close of
                                   trading on the Exchange on any Exchange
                                   Business Day during the term of the
                                   Transaction.

                                   (b) Provided no Event of Default has occurred
                                   and is continuing with respect to Party B, if
                                   Party B has elected Net Share Settlement, and
                                   Party B has used its best efforts to satisfy
                                   the Conditions on Net Share Settlement but
                                   has been unable to because the Registration
                                   Statement is


                                       5
<PAGE>

                                   not declared effective by the SEC within the
                                   time set out in the paragraph titled,
                                   "Conditions on Net Share Settlement".

                                   For the avoidance of doubt the occurrence of
                                   an Additional Termination Event, as defined
                                   in the immediately preceding paragraph,
                                   shall not, of itself, constitute an Event of
                                   Default.

                                   If an Additional Termination Event as
                                   defined in the second immediately preceding
                                   paragraph occurs, Section 6(b)(iv) of the
                                   Agreement will be deemed to be amended by
                                   adding the words, "and not less than 5
                                   Exchange Business Days notice" immediately
                                   after the word, "notice" where it appears in
                                   the third last line of Section 6(b)(iv).


Additional Modifications to and Elections under the ISDA Form

A. Governing Law and Consent to Jurisdiction

The Transaction will be governed by and construed in accordance with the laws of
New York (without reference to choice of law doctrine). Solely as between the
parties hereto, and relating solely to matters arising concerning this
Transaction, each party irrevocably submits to the exclusive jurisdiction of the
courts of the state of New York and the United States District Court located in
the Borough of Manhattan in the City of New York, and waives any objection which
it may have at any time to the laying of venue of any proceedings concerning
this transaction brought in such court, waives any claim that such proceedings
have been brought in an inconvenient forum and further waives the right to
object that such court does not have jurisdiction over any party.

B. Representations and Warranties

Party A and Party B each hereby represents, warrants and agrees as follows: (i)
it is an "accredited investor," as such term is defined in Regulation D
promulgated under the Securities Act of 1933, (ii) it has had access to such
information regarding the Transaction and the other party as it requested, (iii)
it has knowledge and experience in financial and business matters and is capable
of evaluating the merits and risks of the Transaction and is able to bear the
economic risk of its investment, including without limitation the risk of
complete loss on the investment, and (iv) it acquired its interest herein and in
the Transaction evidenced hereby for its own account for investment and not with
a view to, or in connection with, any distribution of such interests.

C.       "Specified Entity" means in relation to Party A for the purpose of:

         Section 5(a)(v),                            NONE
         Section 5(a)(vi),                           NONE
         Section 5(a)(vii),                          NONE
         Section 5(b)(iv),                           NONE

         and in relation to Party B for the purpose of:

         Section 5(a)(v),                            Any Affiliate of  Party B
         Section 5(a)(vi),                           Any Affiliate of  Party B
         Section 5(a)(vii),                          Any Affiliate of  Party B
         Section 5(b)(iv),                           NONE

D.       The "Cross Default" provisions of Section 5(a)(vi) of the ISDA Form, as
modified below, will apply to Party A and to Party B. Section 5(a)(vi) of ISDA
Form is hereby amended by the addition of the following at the end thereof:


                                       6
<PAGE>

              "provided, however, that notwithstanding the foregoing, an Event
of Default shall not occur under either (1) or (2) above if, as demonstrated to
the reasonable satisfaction of the other party, (a) the event or condition
referred to in (1) or the failure to pay referred to in (2) is a failure to pay
caused by an error or omission of an administrative or operational nature; and
(b) funds were available to such party to enable it to make the relevant payment
when due; and (c) such relevant payment is made within three Business Days
following receipt of written notice from an interested party of such failure to
pay."

         "Specified Indebtedness" means any obligation (whether present or
future, contingent or otherwise, as principal or surety or otherwise) for the
payment or repayment of any money.

         "Threshold Amount" means:

         (i)      with respect to Party A an amount equal to 2% of shareholders'
                  equity (howsoever described) of Party A, or any Specified
                  Entity, as shown on the most recent annual audited financial
                  statements of Party A or the relevant Specified Entity and

         (ii)     with respect to Party B, or any Specified Entity, the lesser
                  of USD 10 million (or the equivalent in any other currency or
                  currencies) or an amount equal to 2% of shareholders' equity
                  (howsoever described) of Party B or the relevant Specified
                  Entity as shown on the most recent annual audited financial
                  statements of Party B.

E.       "Payments on Early Termination". For the purpose of Section 6(e) of the
         ISDA Form:

         (i)      Loss will apply.

         (ii)     The Second Method will apply.

F.       In consideration of the parties continuing obligations under this
Transaction, Party A and Party B amend Section 5(a)(ii) of the ISDA Form as of
the Trade Date such that, for the purpose of determining an Event of Default
with respect to Party B under Section 5(a)(ii), the penultimate and last lines
of Section 5(a)(ii) are deleted and replaced with, "with this ISDA Form if such
failure is not remedied on or before the second Exchange Business Day after
Party A has given notice of such failure to Party B (such notice may be given by
facsimile using the most recent facsimile number notified by Party B to Party A
and will be deemed given to Party B upon receipt by Party A of a positive
transmission report generated by Party A's facsimile machine)".

Notwithstanding any other provisions of this Confirmation or the ISDA Form, the
following provisions shall apply:

1.       Settlement on Extraordinary Event:

(a)      If payment is required of Party B in connection with a Merger Event,
Party B shall have the right, in its sole discretion, to elect (the
"Extraordinary Transaction Election") to satisfy any such payment obligation by
Net Share Settlement of this Transaction PROVIDED THAT, in connection with a
"Share-for-Combined" Merger Event or "Share-for-Other" Merger Event, the
Extraordinary Transaction Election is available to satisfy only the percentage
of such payment obligation equal to the percentage of the non-cash consideration
over the total Combined Consideration (in the case of a "Share-for-Combined"
Merger Event) or total Other Consideration (in the case of a "Share-for-Other"
Merger Event). The remaining percentage of such payment obligation must be
satisfied in cash. Party B shall make any election to Net Share Settle the
Transaction within two Exchange Business Days of the Announcement Date but in
any event not less than twenty Exchange Business Days prior to the effective
date of such Merger.

(b)      For purposes of any such Net Share Settlement: (i) the "Shares" to be
registered and delivered to Party A shall be the Shares, (ii) the Cash
Settlement Amount shall be the amount determined in accordance with Section 9.7
of the Equity Definitions, provided that, for the purposes of this Confirmation,
the second and third lines of Section 9.7(b) of the Equity Definitions are
deleted and replaced with, "promptly by the


                                       7
<PAGE>

parties after the Extraordinary Transaction Election, failing which it will be
determined by the Calculation Agent and based on", (iii) the Closing Value shall
be the last reported sale price (if the Exchange is The NASDAQ Stock Market) or
closing price (if the Exchange is other than The NASDAQ Stock Market) per Share
without regard to extended or after hours trading on the third Exchange Business
Day immediately preceding the Settlement Date, (iv) the Settlement Date shall be
the tenth Clearance System Business Day following the Announcement Date, but in
any event not later than eight Exchange Business Days before the Merger Date,
and (v) the entity surviving, resulting from, or acquiring Party B in connection
with the Merger Event shall comply with all of the Conditions on Net Share
Settlement set forth in this confirmation.

2.       Calculations and Payment on Early Termination:

(a)      The obligations of Party B to make payments pursuant to Section 6(d)
and (e) of the ISDA Form are modified as follows: Party B shall have the right
to make any payment required pursuant to Section 6(e) of the ISDA Form following
the occurrence of an Early Termination Date in respect of this Transaction and
any other Transaction between the parties referenced to the Shares and to which
this modification of the ISDA Form is expressly made applicable and under which
Party B is required to make a payment pursuant to Section 6(d) or (e) of the
ISDA Form and which Party B's auditors confirm is eligible to be accounted for,
and which Party B does account for, as "permanent equity" within the meaning and
for the purposes of EITF 00-19 or any successor financial statement guidance
("Share Eligible Transactions") by electing to Net Share Settle the Share
Eligible Transactions in accordance with the terms and conditions for Net Share
Settlement herein and in any other Share Eligible Transaction. Party B shall
elect to Net Share Settle the Share Eligible Transactions by giving notice to
Party A of such election (i) if Party B is the Defaulting or Affected Party,
within one Exchange Business Day after the notice fixing an Early Termination
Date is received by Party B or (ii) if Party A is the Defaulting or Affected
Party, in the notice fixing an Early Termination Date. If Party B elects Net
Share Settlement:

         (i)      The relevant parties shall determine pursuant to Section 6(e)
                  of the ISDA Form the Loss applicable to Share Eligible
                  Transactions and to Transactions that are not Share Eligible
                  Transactions ("Other Transactions") (for the avoidance of
                  doubt, Other Transactions includes Transactions referenced to
                  the Shares in respect of which Party A has a payment
                  obligation to Party B under Section 6(d) or (e) of the ISDA
                  Form) and the Cash Settlement Amount for purposes of Net Share
                  Settlement of Share Eligible Transactions shall be the amount,
                  if any, payable by Party B to Party A as the Loss in respect
                  of Share Eligible Transactions.

                  The last sentence of the first paragraph of Section 6(e) of
                  the ISDA Form shall not apply with respect to Share Eligible
                  Transactions. Nothing in the immediately preceding sentence
                  shall affect the obligations of the parties to pay the amount
                  determined in accordance with Section 6(e) in respect of Other
                  Transactions in cash in accordance with Section 6 of the ISDA
                  Form.

         (ii)     The Settlement Date for Net Share Settlement shall be the
                  later of:

                  (A)      the payment date determined pursuant to Section
                           6(d)(ii) of the ISDA Form; and

                  (B)      the earlier of (x) the second Exchange Business Day
                           following the date the Registration Statement is
                           declared effective by the Securities and Exchange
                           Commission ("SEC"); and (y) the date determined
                           pursuant to paragraph 2(a)(vi)(A)(4).

         (iii)    Deleted.

         (iv)     Party B shall comply with all of the Conditions on Net Share
                  Settlement applicable to Share Eligible Transactions, except
                  that the Registration Statement must be declared effective by
                  the Securities and Exchange Commission ("SEC") not later than
                  the close of business on the second Exchange Business Day
                  following the notice fixing an Early Termination Date.


                                       8
<PAGE>

         (v)      To the extent permitted under applicable law, interest (before
                  as well as after judgment) in the Termination Currency, shall
                  accrue on, and be added to, the Cash Settlement Amount from
                  (and including) the relevant Early Termination Date to (but
                  excluding) the date such amount is paid or otherwise settled
                  by the delivery of the necessary number of Shares as required
                  herein, at the Applicable Rate. Such interest will be
                  calculated on the basis of daily compounding and the actual
                  number of days elapsed.

         (vi)     If Party B has used its best efforts to satisfy the Conditions
                  on Net Share Settlement but has been unable to because the
                  Registration Statement is not declared effective by the SEC
                  within the time set out in paragraph 2(a)(iv) (or, where Party
                  A has previously made the election set out in paragraph
                  2(a)(vi)(B), within the time designated pursuant to paragraph
                  2(a)(vi)(B)), Party A, in its absolute discretion, may elect
                  to:

                  (A)      receive the relevant number of Shares from Party B in
                           which case:

                           (1)      the day on which Party A makes such an
                                    election to receive such Shares from Party B
                                    is the "Party A Election Date", and

                           (2)      Party B shall withdraw any Registration
                                    Statement filed with the SEC in connection
                                    with the Shares, and

                           (3)      Party B will enter into a Private Placement
                                    Purchase Agreement with Party A in form and
                                    substance acceptable to Party A no later
                                    than the next Exchange Business Day
                                    following the Party A Election Date, and

                           (4)      Party B shall deliver to Party A such Shares
                                    on the Settlement Date which, for the
                                    purposes of this paragraph 2(a)(vi)(A)(4),
                                    shall be the third Exchange Business Day
                                    following the Party A Election Date, and

                           (5)      in addition to any Make-whole Amount payable
                                    by Party B pursuant to the Make-Whole
                                    Provision herein, Party B shall deliver to
                                    Party A such additional Shares until Party A
                                    has realized actual net proceeds upon resale
                                    of such Shares equal to Party A's Loss. At
                                    its election, Party A may by a written
                                    notice to Party B retain a number of Shares
                                    delivered by Party B pursuant to this
                                    paragraph (2)(a)(vi). If Party A so elects,
                                    Party A shall be deemed to have sold each
                                    such retained Share for an amount equal to
                                    the price per Share obtained by Party A in
                                    the last Share sold by Party A prior to
                                    sending written notice of its intention to
                                    retain Shares to Party B. In no event will
                                    Party A be obligated to exercise its right
                                    to retain Shares; or

                  (B)      extend the period within which the Registration
                           Statement is to be declared effective by the SEC for
                           a further period specified in writing by Party A at
                           the time of such extension.

This section entitled Calculations and Payment on Early Termination shall be
applicable only to the extent and only for as long as necessary for Party B to
account for this Transaction as "permanent equity" within the meaning and for
the purposes of EITF 00-19 or any successor financial statement guidance. Party
B has made its own independent decision based upon its own judgment and upon
advice from such advisers as it has deemed necessary, as to whether the
Transaction may be accounted for as "permanent equity" within such meaning and
for such purposes and is not relying on any communication (written or oral) of
Party A in this regard.

3.       Other Provisions

(a) Determined Amount. Notwithstanding any other provision applicable to this
Transaction, if Party B exercises its right pursuant to section 2(a) above to
Net Share Settle this Transaction, Party B shall not be obliged to deliver, in
connection with this Transaction, in excess of 3,687,500 Shares, as recalculated
from time to time (the "Determined Amount"). The number of Shares (if any) equal
to (u)(i) the Cash Settlement Amount divided by (ii) the Closing Value (both
terms as defined in section 2(a) above), minus (v) the Determined Amount, are
the "Excess Shares". In the event that, but for this section 3, Party B would be
obliged to deliver a number of Shares equal to the Determined Amount plus the
Excess Shares, Party B agrees to (x) satisfy its remaining obligation by cash
payment or; (y) (i) use its best efforts to increase its


                                       9
<PAGE>

number of Authorized Shares, thereby increasing the Determined Amount, to the
extent necessary so that, but for this section 3, the number of Shares Party B
would be obliged to deliver does not exceed the (recalculated) Determined Amount
and (ii) allocate such newly Authorized Shares in satisfaction of Party B's
delivery obligations under this Transaction in priority to any other use of such
Shares. For the avoidance of doubt, the obligation of Party B to so use its best
efforts is an ongoing obligation.

         The Determined Amount will be recalculated at any time there is an
increase of 5% or more in Party B's number of Authorized Shares or Party B
repurchases in excess of 5% of its Issued Shares at any time on or after the
Trade Date and on or before the Settlement Date, with such recalculation to
apply immediately when such increase or repurchase (as applicable) is effective.

         If, at any time during the term of this Transaction, the trigger price
(howsoever described) referenced in any other equity derivatives transaction to
which Party B is a party and in respect of which Party B's equity securities
constitute (all or part of) the instruments underlying the transaction (the
"Other Trigger Price") is greater than the Trigger Price, the Trigger Price is
automatically increased to equal the Other Trigger Price.

(b)      Party B hereby represents and warrants that it will:

                  (i)      calculate the Determined Amount based on the maximum
                           amount able to be calculated in accordance with EITF
                           00-19 or any successor financial statement guidance;
                           and

                  (ii)     in respect of all equity derivative transactions in
                           respect of which Party B's equity securities
                           constitute (all or part of) the instruments
                           underlying such transactions (the "Derivative
                           Trades"), use the same methodology to derive the
                           Determined Amount (howsoever described) applicable to
                           each Derivative Trade as is used to derive the
                           Determined Amount for this Transaction.

(c)      Rights in Bankruptcy. Notwithstanding anything in this Confirmation to
the contrary, Party A agrees that, in respect of any obligations Party B has
duly elected be satisfied by Net Share Settlement in accordance with this
Confirmation, in the event of Party B's bankruptcy, Party A shall not have
rights in bankruptcy that rank senior to the rights in bankruptcy of common
shareholders of Party B.

Account Details

Party A:                           Cash Payments for Physical Settlement

                                   Citibank, New York
                                   ABA# 021 000 089
                                   AC# 4065 2556
                                   UBS Warburg LLC

                                   Cash Settlement Payments or USD Premium
                                   Payments

                                   UBS AG Stamford
                                   f/a/o UBS AG London Branch
                                   ABA# 026-007-993
                                   AC# 101-WA-140007-000

                                   Delivery of Shares for Physical Settlement
                                   and Net Share Settlement

                                   UBS Warburg LLC
                                   DTC 642
                                   Account of UBS Warburg, London

Party B:                           (please advise)


                                       10
<PAGE>

Relationship Between Parties

Each party will be deemed to represent to the other party on the date on which
it enters into a Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for that
Transaction):

(a)      Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon its own judgment and upon
advice from such advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood that
information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation to
enter into that Transaction. No communication (written or oral) received from
the other party shall be deemed to be an assurance or guarantee as to the
expected results of that Transaction.

(b)      Assessment and Understanding. It is capable of assessing the merits of
and understanding (on its own behalf or through independent professional
advice), and understands and accepts the terms, conditions and risks of that
Transaction. It is also capable of assuming, and assumes, the risks of that
Transaction.

(c)      Status of Parties. The other party is not acting as a fiduciary for or
an adviser to it in respect of that Transaction.


Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Confirmation enclosed for that purpose
and returning it to us by facsimile (203 719 0538) at your earliest convenience.


Yours sincerely,

UBS AG, LONDON BRANCH

By: /s/ Erik Sorensen               By: /s/ Rupert Hilmi
   ----------------------------        -------------------------------------
Name:  Erik Sorensen                Name:  Rupert Hilmi
Title: Associate Director           Title: Associate Director


Confirmed as of the 28th day
of September, 2001


IVAX Corporation

By: /s. Thomas Beier                By: /s/ Rao Uppaluri
    ---------------------------         ------------------------------------
Name:  Thomas Beier                 Name:  Rao Uppaluri
Title: Sr. Vice President & CFO     Title: VP Strategic Planning & Treasurer


                                       11
<PAGE>

                                                                          UBS AG
                                                            100 Liverpool Street
                                                                 London EC2M 2HR
                                                           Tel. +44-207-568 0687
                                                         Fax. +44-207-568 9895/6



Date:                              14 November 2001

To:                                IVAX Corporation ("Party B")
                                   4400 Biscayne Boulevard
                                   Miami, FL 33137

Attention:                         Timothy Burns
                                   Phone: (305) 575-6131

From:                              UBS AG, London Branch ("Party A")

Re:                                Equity Option Confirmation
                                   UBS Reference: 1323670
-------------------------------------------------------------------------------
We refer to the equity option transaction entered into between the parties on 1
August 2001 (the "Transaction") as evidenced by a confirmation referenced
1323670 (the "Confirmation").

The purpose of this letter is to evidence the agreement and understanding of the
parties that, with effect as of 9 November 2001, and in consideration of the
mutual benefits to the parties, the Strike Price and Expiration Date of the
Transaction are hereby deemed amended to read as follows:

"Strike Price:                     USD 31.80"

"Expiration Date:                  15 January 2002"

Save as expressly amended hereby, the Transaction and Confirmation remain in
full force and effect.

Terms used but not defined in this letter shall have the meanings defined in the
Confirmation.

Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this letter and returning it to us by
facsimile (203 719 0538) at your earliest convenience.

Yours sincerely,
UBS AG, LONDON BRANCH

By: /s/ Erik Sorensen                 By: /s/ Ruper Hilmi
    ---------------------------          --------------------------------------
Name:    Erik Sorensen                Name: Rupert Hilmi
Title:   Authorised Signatory         Title: Associate Director

Confirmed as of the 20th day
of November, 2001

IVAX Corporation


By: /s/ Thomas Beier                  By: /s/ Rao Uppaluri
    ---------------------------          --------------------------------------
Name:    Thomas Beier                 Name: Rao Uppaluri
Title:   Senior V.P. & CFO            Title: V.P. Strategic Planning & Treasurer


UBS Warburg is a business group of UBS AG
UBS AG is registered as a branch in England and Wales Branch No. BR004507 (A
public company limited by shares, incorporated in Switzerland whose registered
offices are at Aeschenvorstadt 1, CH-4051, Basel and Bahnofstrasse 45, CH-8001
Zurich) Registered Address: 1 Finsbury Avenue London EC2M 2PP. Regulated in the
UK by the Securities and Futures Authority. A member of the London Stock
Exchange.

<PAGE>


                                                                          UBS AG
                                                            100 Liverpool Street
                                                                 London EC2M 2HR
                                                           Tel. +44-207-568 0687
                                                         Fax. +44-207-568 9895/6



Date:                              18 January 2002

To:                                IVAX Corporation ("Party B")
                                   4400 Biscayne Boulevard
                                   Miami, FL 33137

Attention:                         Timothy Burns
                                   Phone: (305) 575-6131

From:                              UBS AG, London Branch ("Party A")

Re:                                Equity Option Confirmation
                                   UBS Reference: 1323670
--------------------------------------------------------------------------------

We refer to the equity option transaction entered into between the parties on 1
August 2001 (the "Transaction") as evidenced by a confirmation referenced
1323670 (the "Confirmation").

The purpose of this letter is to evidence the agreement and understanding of the
parties that, with effect as of 15 January 2002, and in consideration of the
mutual benefits to the parties, the Strike Price and Expiration Date of the
Transaction are hereby deemed amended to read as follows:

"Strike Price:                     USD 32.28"

"Expiration Date:                  14 May 2002"

Save as expressly amended hereby, the Transaction and Confirmation remain in
full force and effect.

Terms used but not defined in this letter shall have the meanings defined in the
Confirmation.

Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this letter and returning it to us by
facsimile (203 719 0538) at your earliest convenience.

Yours sincerely,
UBS AG, LONDON BRANCH


By: /s/ Erik Sorensen                 By: /s/ Ruper Hilmi
    ---------------------------          ---------------------------------------
Name:    Erik Sorensen                Name: Rupert Hilmi
Title:   Authorised Signatory         Title: Associate Director

Confirmed as of the 20th day
of January, 2002

IVAX Corporation


By: /s/ Thomas Beier                  By: /s/ Rao Uppaluri
    ---------------------------          ---------------------------------------
Name:    Thomas Beier                 Name: Rao Uppaluri
Title:   Senior V.P. & CFO            Title: V.P. Strategic Planning & Treasurer

UBS Warburg is a business group of UBS AG
UBS AG is registered as a branch in England and Wales Branch No. BR004507 (A
public company limited by shares, incorporated in Switzerland whose registered
offices are at Aeschenvorstadt 1, CH-4051, Basel and Bahnofstrasse 45, CH-8001
Zurich) Registered Address: 1 Finsbury Avenue London EC2M 2PP. Regulated in the
UK by the Securities and Futures Authority. A member of the London Stock
Exchange.

</TEXT>
</DOCUMENT>
