8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2009

OPKO Health, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-26648	75-2402409
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4400 Biscayne Blvd
Suite 1180
Miami, Florida 33137
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (305) 575-4100

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry into a Material Definitive Agreement.

     On June 10, 2009, OPKO Health, Inc. (the “Company”) entered into a stock purchase agreement with Sorrento Therapeutics, Inc. (“Sorrento”) pursuant to which the Company invested $2.3 million in Sorrento. In exchange for the investment, the Company acquired approximately one-third of the outstanding common shares of Sorrento and received a fully-paid, exclusive license to the Sorrento antibody library for the discovery and development of therapeutic antibodies in the field of ophthalmology.

ITEM 2.01. Completion of Acquisition or Disposition of Assets.

     The information disclosed under Item 1.01 of this report is incorporated into this Item 2.01 in its entirety.

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On June 11, 2009, the Company announced that Jamie Freedman, M.D., Ph.D., joined OPKO as its Executive Vice President of R&D and Business Development. Dr. Freedman received M.D. and Ph.D. degrees from Tufts University and trained in Medicine and Hematology-Oncology at University of California, San Francisco and Harvard, respectively. Before joining industry, Dr. Freedman conducted research at the Beth Israel Deaconess Medical Center at Harvard University and also served as an Adjunct Assistant Professor of Medicine at University of Pennsylvania Medical Center.

     Effective June 10, 2009, Naveed K. Shams, M.D., Ph.D., the Company’s Senior Vice President-Research & Development and Chief Medical Officer, submitted a notice of resignation. Dr. Shams ceased to serve as an executive officer of the Company on June 10, 2009, but has agreed to continue to serve the Company during a transition period.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release of OPKO Health, Inc. of June 11, 2009.
99.2	Press Release of OPKO Health, Inc. of June 12, 2009.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OPKO Health, Inc.
By:	/s/ Rao Uppaluri
	Name:	Rao Uppaluri
	Title:	Senior Vice President, Chief Financial Officer

Date June 12, 2009

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EX-99.1

Exhibit 99.1

OPKO Invests in Biotechnology Company Developing Human Antibody Library

MIAMI, June 11, 2009 – OPKO Health, Inc. (NYSE AMEX: OPK) announced that it has made an investment in Sorrento Therapeutics, Inc., a privately held biotechnology company based in San Diego with a proprietary platform technology for the generation of fully human monoclonal antibodies. In exchange for the investment, OPKO acquired approximately one-third of the outstanding common shares of Sorrento and received a fully-paid, exclusive license to the Sorrento antibody library for the discovery and development of therapeutic antibodies in the field of ophthalmology.

“The therapeutic antibody market is experiencing a significant growth phase and is one of the fastest growing pharmaceutical market segments,” said Dr. Phillip Frost, OPKO’s Chairman and Chief Executive Officer. “OPKO is pleased to secure a stake in this cutting edge company.”

Further details of the agreement will be included in the company’s 8-K filing with the Securities and Exchange Commission.

About OPKO Health, Inc.

Miami-based OPKO is a specialty healthcare company. OPKO is developing a preclinical pipeline of novel agents for ophthalmic diseases and markets diagnostic systems that complement its therapeutic products. For more information visit the company’s website at www.opko.com.

About Sorrento Therapeutics, Inc.

Sorrento Therapeutics, Inc. provides a broad, generally applicable platform for the generation of fully human monoclonal antibodies based on its proprietary technology. Sorrento intends to become a leading technology provider and developer of fully human monoclonal antibodies for research, diagnostic and therapeutic use.

This press release contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning, including statements regarding our product development efforts, our ability to develop a preclinical pipeline of novel agents for ophthalmic diseases, our ability to market diagnostic systems that complement our therapeutic products, as well as other non-historical statements about our expectations, beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospects. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in our filings with the Securities and Exchange Commission, as well as risks inherent in funding, developing and obtaining regulatory approvals of new, commercially-viable and competitive products and treatments, including that any of our products under development may fail, may not achieve the expected results or

effectiveness and may not generate data that would support the approval or marketing of products for the indications being studied or for other indications. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, patent positions and litigation, among other factors. The forward-looking statements contained in this press release speak only as of the date the statements were made, and we do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.

Contact:
Steven D. Rubin
305-575-6015

EX-99.2

Exhibit 99.2

JAMIE FREEDMAN, M.D., Ph.D. JOINS OPKO HEALTH AS
EXECUTIVE VICE PRESIDENT OF R&D AND BUSINESS DEVELOPMENT

MIAMI, FL –June 12, 2009– OPKO Health, Inc. (NYSE Amex: OPK) today announced that Jamie Freedman, M.D., Ph.D., has joined OPKO as its Executive Vice President of R&D and Business Development. Dr. Freedman will play a critical role in developing the company’s research and development programs and identifying strategic business opportunities.

“We are pleased to welcome Dr. Freedman to the OPKO team,” said Phillip Frost, M.D., Chairman and CEO of OPKO. “Dr. Freedman brings years of drug research and development experience to OPKO that spans the entire development process. He will be a tremendous asset as we aggressively pursue our new product development, particularly as we expand our efforts to exploit opportunities in other therapeutic areas with exceptional potential for OPKO.”

Prior to joining OPKO, Dr. Freedman served as President and CEO of Locus Pharmaceuticals, a private biotechnology company focused on the discovery and development of novel computationally designed drugs to treat cancer and inflammatory disorders. Previously, Dr. Freedman was at Merck Research Labs where he held various positions of increasing responsibility in Clinical Pharmacology, Clinical Oncology, and Experimental Medicine, conducting and supervising drug development programs, including those dealing with RNA interference modalities.

Dr. Freedman received M.D. and Ph.D. degrees from Tufts University and trained in Medicine and Hematology-Oncology at University of California, San Francisco and Harvard, respectively. Before joining industry, Dr. Freedman conducted research at the Beth Israel Deaconess Medical Center at Harvard University and also served as an Adjunct Assistant Professor of Medicine at University of Pennsylvania Medical Center.

About OPKO Health, Inc.

Miami-based OPKO is a specialty healthcare company presently with an emphasis in the field of ophthalmology.

For more information visit the company’s website at www.opko.com.

This press release contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning, including statements regarding our product development efforts, our ability to identify strategic business opportunities, and exploit opportunities in therapeutic areas with exceptional potential, as well as other non-historical statements about our expectations, beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospects. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in our filings with the Securities and Exchange Commission, as well as risks inherent in funding, developing and obtaining regulatory

approvals of new, commercially-viable and competitive products and treatments, including that any of our products under development may fail, may not achieve the expected results or effectiveness and may not generate data that would support the approval or marketing of products for the indications being studied or for other indications. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, patent positions and litigation, among other factors. The forward-looking statements contained in this press release speak only as of the date the statements were made, and we do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.

Contacts:

Steven D. Rubin
305 575-4100

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