Contract

Exhibit 10.26

0000 XXXXXXXXX XXXX XXXX XXXXXXXXXX, X.X. 00000

TELEPHONE: (000) 000-0000

June 29, 2010

Xxxxxx X. Xxxxx
Executive Vice President
OPKO Health, Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx, Xxxxxxx 00000

RE: The October 12, 2009 Asset Purchase Agreement between Schering Corporation
(“Schering”) and OPKO Health, Inc. (“OPKO”) (the “Agreement”)

Dear Xx. Xxxxx:

     This letter confirms our understanding with respect to the schedule for the payment of the Twenty-Five Million Dollars ($25,000,000) that may become due and payable under Paragraph 2.7.2(b) of the Agreement. The schedule for payments made under Section 2.7.2(b) of the Agreement shall be as follows:

     (i) Five Million Dollars ($5,000,000) upon NDA approval for an NK-1 Compound, and

     (ii) Five Million Dollars ($5,000,000) each year thereafter for the next four (4) years on the anniversary date of such NDA approval.

     Please acknowledge your understanding of the payment schedule for Paragraph 2.7.2(b) by having this letter, and the enclosed duplicate copy, signed on behalf of OPKO where indicated and return one fully signed version to your legal contact for Schering.

Very truly yours.
 

 

Xxxxx X. Xxxxxx
Executive Vice President
and General Counsel 

ACKNOWLEDGED:

OPKO HEALTH, INC.

By:		/s/ Xxxxxx X. Xxxxx		Approved for Signature OPKO Legal Dept.
Title:		EVP		By:		/s/ Xxxx Xxxxx
Date:		7-7-2010		Date:		7/7/2010