FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
This Agreement, dated as of _____________, ____, is entered into between IVAX Diagnostics, Inc., a
corporation organized under the laws of the State of Delaware (the "Company"), and _______________ (the
A. Highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or as
executive officers unless they are provided with adequate protection through insurance or adequate
indemnification against inordinate risks of claims and actions against them arising out of their service to, and
activities on behalf of, the corporation.
B. The current impracticability of obtaining adequate insurance and the uncertainties relating to indemnification
have increased the difficulty of attracting and retaining such persons.
C. The Bylaws of the Company presently provide, among other things, that the Company shall indemnify its
directors and officers to the full extent permitted by law.
D. The Board of Directors of the Company (the "Board") has determined that the difficulty in attracting and
retaining highly competent persons is detrimental to the best interests of the Company's stockholders and that the
Company should act to assure such persons that there will be increased certainty of protection against risks of
such claims and actions against them in the future.
E. It is reasonable, prudent, and necessary for the Company contractually to obligate itself to indemnify such
persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified.
F. The Director is willing to serve or continue to serve as a director of the Company on the condition that the
Director be so indemnified.
In consideration of the recitals and the covenants contained herein, the Company and the Director covenant and
agree as follows:
1. Definitions. As used in this Agreement the following ter