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Response Letter to the SEC

Stearns
Weaver Miller

Weissler Alhadeff
& Sitterson, P.A.

Miami      n      Ft.
Lauderdale      n      Tampa

February 9, 2005

Abby Adams, Special Counsel

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0404

    Re:
    IVAX Corporation

Schedule TO-I

Filed January 20, 2005

Dear Ms. Adams:

     This letter is in response to the Staff’s comments regarding the above-referenced filing,
which were provided in your letter dated February 2, 2005.

     Set forth below are responses to the comments in your letter. The numbering of the comments
below corresponds to the numbering set forth in your letter.

Offer to Exchange

    1.
    Security holders are entitled to rely on the disclosure in your document. Please
eliminate the disclaimer in the fifth paragraph on the second page of the introduction.

     The
fifth paragraph on the second page of the introduction has been deleted. See Item (3) of
the Schedule TO/A and the second page of the introduction of the
Supplement to Offer to Exchange
dated February 9, 2005 (the “Supplement”).

    2.
    On page iii you state that you “undertake no obligation to update or revise these
[forward-looking] statements.” This disclosure is inconsistent with your obligation under
Rules 13e-4(c)(3) and 13e-4(e)(3) to amend the Schedule to reflect a material change in the
information previously disclosed. Please revise.

      The last paragraph under the section “Forward-looking statements” on page iii has been revised
to delete the following text: “and we undertake no obligation to update or revise these
statements” and to reflect that IVAX will update those
forward-looking statements to the extent there is a material change or
as otherwise required by the securities laws. See Item (4) of the Schedule TO/A and the last paragraph on page iii of the
Supplement.

Ms. Abby Adams

February 9, 2005

Page 2

    3.
    Please revise your disclosures to describe, in plain English, the following:

    •
    Describe the contingent conversion provisions of the old notes so that it is clear
how EITF Issue No. 04-8 applies, including, for example, the implied conversion price
and market price trigger.

    •
    Clarify that the exchange will result in your reporting higher EPS (retroactively
and prospectively) than if the exchange did not occur. Give an example of what the
effect on 2003 reported EPS would be if the exchange did not occur.

                 Also revise the summary to highlight this information.

     The disclosure has been revised to include a description of the application of EITF Issue No.
04-8 to the Old Notes, as well as to clarify that the consummation of the Offer would result in
IVAX’ reporting of higher diluted earnings per share. See Items
(5) and (17) of the Schedule TO/A
and pages 1 and 39 of the Supplement.

    4.
    Confirm supplementally, if true, that you applied the guidance in EITF Issue No. 96-19
with respect to your accounting treatment for the exchange transaction.

     IVAX applied the guidance established by EITF Issue No. 96-19, “Debtor’s Accounting for a
Modification or Exchange of Debt Instruments,” and has determined that the Offer should be
accounted for as a modification of the Old Notes.

    5.
    In an appropriate section of the document, describe the effect on your liquidity and
capital resources from the cash settlement provisions of the new notes, and discuss the
means by which you reasonably expect to finance the cash requirement resulting from
conversion of the new notes.

     The effects on IVAX’ liquidity and capital resources from the cash settlement provisions of
the New Notes and the source of financing for such cash requirements has been discussed in the
section “Risk factors—We may not be in a position to repurchase the New Notes for cash pursuant to
their terms or to pay the amounts due upon conversion of the New Notes when required” and the third
paragraph on page 48 of the Offer to Exchange in the section “Description of the New Notes—Payment
upon conversion.” In response to the Staff’s comments, language has been added to the effect that
our ability to pay the cash amounts will be subject to our liquidity position at the time. See
Items (12) and (19) of the Schedule TO/A and pages 32
and 51 of the Supplement.

    6.
    Revise to describe the accounting treatment for the exchange transaction (i.e., is
there a gain or loss, and why).

     A summary of the accounting treatment for the exchange transaction has been added to the
section “Summary-The offer.” See Item (7) on
the Schedule TO/A and page 5 of the
Supplement.

Ms. Abby Adams

February 9, 2005

Page 3

     Summary

    7.
    We note the statement on page 2 that you have reserved the right to terminate the
exchange offer in your discretion for any reason. Clarify that you do not intend to
terminate the offer for any reason other than what has been expressed in the conditions
section. The staff believes that if a bidder can terminate an offer for any reason, the
offer is illusory.

     The disclosure has been revised to reflect that IVAX will only terminate, withdraw or amend
the Offer in the event that one of the conditions set forth in the section “The offer to
exchange—Conditions to the Offer” has occurred. See Items
(1) and (6) of the Schedule TO/A and the
cover page and page 2 of the Supplement.

    Purpose of the Offer, page 36

    8.
    Revise this section to provide a detailed description of the accounting rule changes
and how they apply to your notes. In doing so, disclose the material effects that will
result from your consummation of the exchange offering due to the applicable accounting
rules, the conversion features of your new notes, or otherwise. Please ensure that your
discussion briefly explains the impact that the conversion features of your new notes will
have on the number of shares that you include in the calculation of the number of your
fully diluted shares outstanding as compared to the number of shares that would be have
been calculated based upon the conversion features of your old notes. Also, revise the
summary to highlight this information and to provide a cross-reference to more detailed
disclosure later in the document. Also revise the summary of differences between the new
and old notes.

     The section has been revised to include a detailed description of the application of the new
accounting rule to the Old Notes and to disclose the effects the application of such new accounting
rule will have in the event the Offer is consummated as well as if it is not consummated. See
Items (5) and (17) of the Schedule TO/A and pages 1 and
39 of the Supplement.

     Conditions of the Offer, page 38

    9.
    A tender offer may be conditioned on a variety of events and circumstances, provided
that they are not within the direct or indirect control of the bidder, and are drafted with
sufficient specificity to allow for objective verification that the conditions have been
satisfied. With this in mind, revise the fifth bullet point to clarify the events that may
trigger this condition and which standard applies.

     The fifth bullet point in the section “The offer to exchange—Conditions of the Offer” has been
deleted. See Item (18) on the Schedule TO/A and page 41 of the Supplement.

Ms. Abby Adams

February 9, 2005

Page 4

     Description of the New Notes, page 52

    10.
    We note that “to the extent permitted by law, [you] may, from time to time, increase
the conversion rate for the new notes for a period of 20 days.” Please explain your
ability to do so and your understanding of the applicable law, including any consideration
you have given to whether Rule 13e-4 would apply to this change. See, for comparison, the
letter regarding Heritage Entertainment, Inc. (April 10, 1987).

     IVAX is aware of the Staff’s position with respect to the applicability of Rule 13e-4 to a
change in the conversion rate of the New Notes. IVAX will comply with all applicable laws in the
event it determines to increase the conversion rate at any time.

     Certain United States Federal Income Tax Consequences, page 65

    11.
    Revise this subsection and its title to clarify that you describe all material federal
tax consequences of the transaction. In this regard, you should eliminate all statements
(including that on page 68) that the discussion relates to “certain” tax consequences and
that the summary is not a “complete analysis.” We understand that you may not be able to
describe all tax effects of the offer for every security holder due to their individual
circumstance; however, you should revise the second sentence of this paragraph and the bold
paragraph on page 66 to clarify that you have described all material federal tax
consequences.

     The title of the section and all cross-references to the section have been revised to read
“Material United States federal income tax consequences.” In addition, the disclosure has been
clarified to reflect that the section describes the material United States federal income tax
consequences of the Offer and the ownership and disposition of the New Notes and the common stock.
See Items (20) through (24) of the Schedule TO/A and
pages 68, 69, 71 and 75 of the
Supplement.

     Incorporation of Certain Documents by Reference, page 75

    12.
    Schedule TO does not specifically allow you to forward incorporate disclosure in
subsequently filed documents. In fact, doing so is inconsistent with the technical
requirements of General Instruction F of Schedule TO and your obligation under Rule
13e-4(c)(3) and 13e-4(e)(3) to amend the Schedule to reflect a material change in the
information previously disclose. Please revise.

     The last sentence of the first paragraph of the section “Incorporation of certain documents by
reference” has been revised to delete the incorporation by reference of any future filings with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934. See Item (25)
of the Schedule TO/A and page 78 of the Supplement.

    13.
    We note that you incorporate by reference the financial information required by Item
1010(a) of Regulation M-A. Item 1010(c) of Regulation M-A requires that at

Ms. Abby Adams

February 9, 2005

Page 5

    least a summary of that information be disseminated to security holders. See Instruction 6
to Item 10 of Schedule TO and Regulation M-A telephone interpretation H.7 available at
www.sec.gov in the July 2001 Supplement to the Division of Corporation Finance’s Manual of
Publicly Available Telephone Interpretations. Please revise to include at least the summary
financial information required by Item 1010(c), and advise us how you intend to disseminate
the information.

     Item 10 of the Schedule TO has been amended and supplemented to include disclosure of summary
financial data for IVAX for the years ended December 31, 2001, 2002 and 2003 and the nine-month
periods ended September 30, 2003 and 2004. The summary financial information has also been
included in the Supplement, which will be disseminated to security holders. See Item 10 of
Schedule TO/A and page 14 of the Supplement.

     Letter of Transmittal

    14.
    We note the references to the issuance of the new notes in reliance on no-action
letters issued by the staff on pages 4-5. Tell us what letters you believe apply to this
offer.

     IVAX considered the following no-action letters: Storage Equities,
Inc. (May 6, 1983), The Timken Company and The Tenax Company (October 15, 1985), Dynalectron
Corporation; DFC Inc. (August 12, 1996), Terminal Data Corporation (August 16, 1990), Echo Bay
Mines Ltd. (March 16, 1998), and Alpharma Inc. (October 1, 1998).

***

     We have attempted to address each of the comments raised in your letter. IVAX hopes to
disseminate the revised Offer to Exchange at the earliest possible time so as to avoid an extension
of the Offer. Accordingly, your expedited review of this filing would be much appreciated. If you
have any questions or if we can provide any additional information, please feel free to contact me
at (305) 789-3500.

     Thank you for your assistance.

    Very truly yours,

/s/ Alison W. Miller

Alison W. Miller, Esq.