$250,000,000 Principal Amount



                                IVAX CORPORATION



               5.5% Convertible Senior Subordinated Notes Due 2007



                          REGISTRATION RIGHTS AGREEMENT



May 12, 2000



UBS WARBURG LLC

ING BARINGS LLC

c/o Warburg Dillon Read LLC

299 Park Avenue



New York, New York 10171



Dear Sirs:



         IVAX Corporation, a Florida corporation (the "Company"), proposes to

issue and sell to UBS Warburg LLC, and ING Barings LLC, as initial purchasers

(the "Initial Purchasers"), upon the terms set forth in a purchase agreement

dated May 8, 2000 (the "Purchase Agreement"), $200,000,000 aggregate principal

amount of its 5.5% Convertible Senior Subordinated Notes due 2007 (the "Firm

Notes"), which will be convertible into Common Stock of the Company, par value

$0.10 per share (the "Conversion Shares"), as well as an additional allotment of

up to $50,000,000 initial principal amount of the same which the Initial

Purchasers may subsequently elect to purchase pursuant to the terms of the

Purchase Agreement (the "Additional Notes" and together with the Firm Notes, the

"Notes"). The Notes will be issued pursuant to an indenture, of even date

herewith (the "Indenture") between the Company and U.S. Bank Trust National

Association (the "Trustee"). As an inducement to the Initial Purchasers, the

Company agrees with the Initial Purchasers, for the benefit of the holders of

the Notes (including, without limitation, the Initial Purchasers) and Conversion

Shares (collectively, the "Securityholders"), as follows:



         1. Shelf Registration. (a) The Company shall file with the Securities

and Exchange Commission (the "Commission") within 90 days after the date hereof

(the "Closing Date") a single registration statement (the "Shelf Registration

Statement") on Form S-1 or Form S-3, if the use of such form is then available,

to cover resales of Transfer Restricted Securities (as defined below) by the

Holders (as defined below). The Company shall use its best efforts to cause the

Shelf Registration Statement to be declared effective by the Commission on or

prior to 180 days from the Closing Date. "Transfer Restricted Securities" means

each Note and any Conversion Share until the earlier of the (x) the date on

which such Note or Conversion Share



{PAGE}



has been effectively registered under the Securities Act of 1933 (the

"Securities Act") and disposed of, whether or not in accordance with the Shelf

Registration Statement, and (y) the date which is two years (or such shorter

period of time as permitted by Rule 144(k) under the Securities Act (or any

similar provisions then in force)) after the later of (A) the date of original

issue of the Notes and (B) the last day that the Company or any of its

"affiliates" (as defined under the Securities Act) was the owner of such Notes

(or any predecessor thereto).



                  (b) The Company shall use its best efforts to cause the Shelf

         Registration Statement to be effective for a period of two years (or

         for such longer period if extended pursuant to Section 2(i)) from the

         effective date thereof or such shorter period that will terminate when

         each Transfer Restricted Security covered by the Shelf Registration

         Statement ceases to be a Transfer Restricted Security (the "Shelf

         Registration Period"). The Company shall be deemed not to have used its

         best efforts to keep the Shelf Registration Statement effective during

         the requisite period if it voluntarily takes any action that would

         result in Holders of Transfer Restricted Securities covered thereby not

         being able to offer and sell such Transfer Restricted Securities during

         that period, unless such action is required by applicable law or

         otherwise permitted hereunder, including, without limitation, by

         Section 2(i) hereof.



                  (c) Notwithstanding any other provisions of this Agreement to

         the contrary, the Company shall cause the Shelf Registration Statement

         and the related prospectus and any amendment or supplement thereto, as

         of the effective date of the Shelf Registration Statement, amendment or

         supplement, (i) to comply in all material respects with the applicable

         requirements of the Securities Act and the rules and regulations of the



         Commission and (ii) not to contain any untrue statement of a material

         fact or omit to state a material fact required to be stated therein or

         necessary in order to make the statements therein, in light of the

         circumstances under which they were made, not misleading, except that

         the foregoing shall not apply to any information provided to the

         Company by any Initial Purchaser or Holder for inclusion in the Shelf

         Registration Statement.



         2. Registration Procedures. In connection with the proposed offer and

sale of the Transfer Restricted Securities in accordance with the methods of

distribution set forth in the Shelf Registration Statement (the "Shelf

Registration"), the following provisions apply:



                  (a) The Company shall prepare and mail to each Securityholder

         identified by the Initial Purchasers a questionnaire requesting such

         information regarding such Securityholder and the distribution of

         Transfer Restricted Securities as the Company may reasonably require

         for inclusion in the Shelf Registration Statement and asking each such

         Securityholder to confirm that it will comply with applicable

         securities laws, including the Securities Act and the rules and

         regulations promulgated thereunder. Each Securityholder to whom such

         questionnaire is mailed shall deliver a completed questionnaire

         together with its written confirmation to the Company within fifteen

         days of receipt. The Company will include in the Shelf Registration

         Statement as a selling security holder each Securityholder that returns

         its questionnaire and confirmation within fifteen days of receipt and

         will use reasonable efforts to include in the Shelf Registration

         Statement any Securityholder which fails to provide the Company with a

         completed questionnaire and confirmation within fifteen days of receipt

         but otherwise provides the

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