Exhibit
4.52


 


Dr.
Martin Barkin


President and
CEO


***


 


April
21, 2005


 


PERSONAL
& CONFIDENTIAL


 


 


DELIVERED
VIA COURIER


 


Mr. Jean-Pierre Robert


**************


*************


*************


 


Dear
Mr. Robert:


 


We are pleased to offer you employment with DRAXIMAGE,
a division of DRAXIS Specialty Pharmaceuticals Inc. (“DRAXIMAGE”) on the terms
set out below.


 


1.             EMPLOYMENT


 


Effective May 8th, 2005 (“Effective Date of Employment”), you shall be employed with DRAXIMAGE as its President on
the terms and conditions contained in this Agreement. You will be responsible
to the Board of Directors of DRAXIS HEALTH Inc. (“DHI” or “DRAXIS”) and shall
report to the Chief Executive Officer of DHI. Without limiting the scope of
your duties and responsibilities as President, you shall be responsible for
leading DRAXIMAGE to revenue growth, entry into new geographic territories,
development of its proprietary and other new products, and generally developing
strategies for growing the business into a significant international imaging  and therapeutic enterprise in the area of
nuclear medicine and molecular imaging. You will also be a member of DHI’s
Executive Operations Committee and will be expected to enter into a cooperative
working relationship with the President of DRAXIS Pharma, a division of DRAXIS
Specialty Pharmaceuticals Inc. (“DP”). In addition, you will perform any
additional employment responsibilities assigned to you by the Chief Executive
Officer of DHI from time to time, provided that such responsibilities are
consistent with the executive nature of the position.


 


2.             BASE SALARY


 


DRAXIMAGE will pay to you from the Effective Date of
Employment and during the term of this Agreement a gross salary of $285,000 per
annum (“Base Salary”), payable semi-monthly, in arrears, in 24 equal
instalments of $11,666. Such salary shall be subject to usual annual increases
in accordance with DRAXIS’s regular administrative practices of salary review
applicable to the executive officers of DRAXIS. Any salary increases shall be
determined on merit on the recommendation of the Chief Executive Officer of DHI
and approval of the Board of Directors of DHI. The Chief Executive Officer of
DHI will inform you of any increases in your salary in advance of the
implementation date.


 


As an officer of DRAXIMAGE, DHI will provide and pay
for directors’ and officers’ liability insurance and in any event will
indemnify and save you harmless from any action arising within the scope of
your employment responsibilities for DRAXIMAGE, DHI and their Affiliates (as
such term is defined in the Canada Business
Corporation Act) (“Affiliates”) [hereinafter collectively referred
to as the “DHI Group”].


 

















 


3.             BENEFITS


 


You will be entitled to participate in all benefit
plans which DRAXIMAGE shall, from time to time make available to its executive
employees, subject to applicable eligibility rules thereof. The benefits
currently offered are:


 


•      major medical


•      drug


•      dental


•      group life


•      long term disability


•      accidental death and
dismemberment


 


You will also be entitled to an amount equivalent to
5% of your Base Salary in lieu of participation in DHI’s Retirement Savings
Program. Such amount shall be payable prior to February 28th of each
year.


 


4.             STOCK OPTION PLAN


 


Subject to DHI Board of Directors’ approval, you will
be eligible to participate in DHI’s Stock Option Plan, which DHI shall, from
time to time, make available to employees, in accordance with the terms and
conditions of said plan, copy thereof provided herewith as Schedule “A” to form
integral part of this Agreement.


 


DHI will initially grant you 10-year options to
purchase 75,000 shares.


 


These options shall vest as follows:


 


a)     37,500 shares on the fifth anniversary of the date of the grant; and


b)    37,500 shares on the seventh anniversary of the date of the grant.


 


The price of each option shall be the closing price of
the DHI shares on the Toronto Stock Exchange (“TSX”) on the trading date
immediately preceding the date of the grant. The options may be exercised in
whole or in part at any time within 10 years after the date of the grant,
subject to vesting as set out above.


 


DHI will also grant you 5-year options to purchase
25,000 shares (hereinafter “5-year options”).


 


These options shall vest as follows:


 


a)     1/3 shares on the first anniversary of the date of the grant;


b)    1/3 shares on the second anniversary of the date of the grant; and


c)     1/3 shares on the third anniversary of the date of the grant.


 


The price of each option shall be the closing price of
the DHI shares on the Toronto Stock Exchange (“TSX”) on the trading date
immediately preceding the date of the grant. The options may be exercised in
whole or in part at any time within 5 years after the date of the grant,
subject to vesting as set out above.


 


Although the Chief Executive Officer of DHI agrees to
recommend to its Board of Directors, the granting to you of the above-mentioned
options at the above-specified conditions, the award of these options is
entirely conditional upon the Board of Directors’ approval and the specific
conditions attached to the exercise of said options may actually be different
from the one mentioned in the present agreement.


 


2

















 


The
approval of the Board of Directors shall be sought during the next meeting of
the Board of Directors scheduled for May 11th, 2005.


 


5.             DEFERRED SHARE UNIT PLAN


 


You will be eligible to participate in the DHI’s
Deferred Share Unit Plan, in accordance with the terms and conditions of that
plan, copy thereof provided herewith as Schedule “B” to form integral part of
this Agreement.


 


6.             LONG TERM INCENTIVE PROGRAM


 


You will be eligible to participate in DRAXIMAGE’s
Long Term Incentive Plan, the whole in accordance with the terms and conditions
of that plan.


 


Subject to DHI Board of Directors’ approval, the LTIP
will provide you, as a chosen senior executive, with the opportunity to
participate in the growth of DRAXIMAGE as if you had 3% equity ownership of
DRAXIMAGE as of your Effective Date of Employment, said opportunity being
subject to certain conditions as per the LTIP. This plan is designed to provide
management with a meaningful incentive to grow the value of DRAXIMAGE and to
allow management to share in the benefits of that value creation while at the
same time provide a significant incentive for a long term (10 year) senior
management retention. The approval of the Board of Directors shall be sought
during the next meeting of the Board of Directors scheduled for May 11th,
2005.


 


7.             DISCRETIONARY BONUS


 


The Board of Directors of DHI, in its sole discretion,
and upon recommendation of the Chief Executive Officer of DHI, based on the
Bonus and Objectives Plan that is in force for all senior executives of DHI,
may declare a bonus payable. Such bonus payment is not guaranteed and payment
of a discretionary bonus in any prior year is not a promise or guarantee of
payment in subsequent years. Further, to receive any discretionary bonus
payment, should one be declared, you must be employed on December 31st
of the calendar year for which the bonus is declared. Should a discretionary
bonus be declared, you may be eligible to receive an amount up to a maximum
equivalent to 40% of your Base Salary, or such other amount as may be
determined by the Chief Executive Officer of DHI and the Board of Directors of
DHI, in their sole discretion. For the calendar year 2005, the above mentioned
40% bonus eligibility will be pro-rated to your Effective Date of Employment
and objectives will be modified from existing objectives for DRAXIMAGE by July
31, 2005.


 


8.             MEMBERSHIPS AND PUBLICATIONS


 


DRAXIMAGE will pay for one club membership of your
choice and for all professional memberships, dues and levies required for
membership in a professional association and other approved memberships or
publications deemed necessary to the conduct of your position.


 


9.             VACATION


 


Commencing in 2005, you shall be entitled to four
weeks vacation per annum to be taken at a time or times acceptable to the Chief
Executive Officer of DHI, having regard to its operations. There shall be no
vacation time carried over from one calendar year into the following calendar
year, unless previous authorization has been received from the Chief Executive
Officer of DHI. For the calendar year 2005, the above-mentioned vacation
entitlement will be pro-rated to your Effective Date of Employment.


 


3

















 


10.          LEGAL FEES


 


DRAXIMAGE will reimburse you for independent legal
counsel with respect to the review of this agreement to a maximum of $3,000
upon presentation of appropriate receipts.


 


11.          EXPENSES


 


DRAXIMAGE agrees that it shall reimburse you for
Automobile mileage allowance as permitted by Canada Customs and Revenue Agency,
all other reasonable traveling and other out-of-pocket expenses actually and
properly incurred in connection with your duties with DRAXIMAGE and within the
policies that are enacted from time to time by DHI and/or DRAXIMAGE with
respect to executive expenses. For all such expenses you agree you will furnish
statements and vouchers as and when required by DRAXIMAGE.


 


DRAXIMAGE agrees to provide you with a mobile phone, a
blackberry and a portable laptop that will remain at all time DRAXIMAGE’s
property.


 


12.          DEDUCTIONS


 


All salary and other payments and allowances outlined
in this Agreement are subject to such withholding and deduction at source as
may be required by law.


 


13.          EMPLOYEE’S COVENANTS


 


You agree that you shall devote the whole of your
working time, attention and ability to the business of DRAXIMAGE and shall use
reasonable best efforts to promote the interests of DRAXIMAGE.


 


You agree that you shall duly and diligently perform
all the duties assigned to you while in our employ and shall well and
faithfully serve DRAXIMAGE.


 


You also agree that while employed with DRAXIMAGE you
shall not, without the prior written consent of DRAXIMAGE, engage or otherwise
be concerned in any other business or occupation, or become a director,
officer, agent or employee of any other entity.


 


Furthermore, you specifically agree that you shall
respect and comply with DHI’s Disclosure and Insider Trading Policy, copy
thereof provided herewith as Schedule “C” to form an integral part of this
Agreement, DHI’s Code of Ethics and Business Conduct, as amended from time to
time, copy thereof provided herewith as Schedule “D” to form an integral part
of this Agreement, and all and any relevant rules and legislation, such as,
without limiting the generality of the foregoing, the rules on Insider Trading
in the TSX Company Manual, the Ontario Securities Act, the Canadian
Business Corporations Act and Quebec Securities Act.
You acknowledge that your senior position with DRAXIS will deem you an insider
of DRAXIS and therefore subject to applicable mandated insider regulatory and
company share trading policies and restrictions.


 


For the purpose of the present Agreement, the use of
the words DHI Group shall be interpreted as referring to DRAXIS and its
subsidiaries and affiliates.


 


4

















 


14.          CONFIDENTIAL INFORMATION,
NON-SOLICITATION AND NON-COMPETITION


 


(a)         Non-Disclosure of Confidential Information


 


As DRAXIMAGE’s President, you acknowledge that you are
creating, having access to, and require knowledge of confidential and
commercially valuable information of the DHI Group, the unauthorized use or
disclosure of which could cause the DHI Group serious and irreparable damage.


 


(1)           “Confidential Information” means all information, and all documents
and other tangible things recording any such information, relating to or useful
in connection with the business of the DHI Group, whether or not a trade secret
within the meaning of the applicable law, which at the time or times concerned
is not generally known to the public and which has been or is from time to time
disclosed to or developed by you as a result of your employment with DRAXIMAGE.
Confidential Information includes, but is not limited to, the following
information of the DHI Group:


 


(i)                                   new
products;


(ii)                                marketing
strategies and plans;


(iii)                             development
strategies and plans;


(iv)                            manufacturing
processes and technologies;


(v)                               research
in progress and unpublished manuals or know how;


(vi)                            regulatory
filings;


(vii)                         identity of
and relationship with licensees, licensors or suppliers;


(viii)                      finances,
financial information, financial management systems;


(ix)                              market
research;


(x)                                 market
experience with products;


(xi)                              customer
lists;


(xii)                           compensation
and benefits provided to employees; 


(xiii)                        any other
research, information or documents which you are told or reasonably ought to
know that the DHI Group regards as proprietary or confidential; and


(xiv)                       any legal
advice provided to the DHI Group, its officers, directors, employees or agents
during the course or your employment and any details involving the DHI Group’s
position with respect to any litigation matter or prospective litigation matter
which exists at the time of termination.


 


(2)           You agree that you shall hold all Confidential Information in the
strictest confidence, as a fiduciary. Without limiting such obligation, you
shall use Confidential Information only in furtherance of the business of the
DHI Group. You shall not, except where the DHI Group otherwise provides its
prior written consent or where required by law or in furtherance of the
business of the DHI Group, directly or indirectly disclose to any Person any
Confidential Information, directly or indirectly sell, give, loan or otherwise
transfer any Confidential Information or copy thereof to any Person, publish,
lecture on or display any Confidential Information to any Person or use
Confidential Information for your own benefit or the benefit of any other
Person.


 


(3)           Your obligations under this Section shall remain in effect with
respect to each item of Confidential Information until the date upon which such
Confidential Information has been publicly disclosed or otherwise has become
known to the public, in each case without any breach of this Section by you.


 


5

















 


(4)           For purposes of this Agreement, “Competitor” shall mean any Person
which engages or is preparing to engage, in whole or in part, in the design,
development, manufacture, marketing or sale of any products or services which
compete directly with a product or service which, during the 12 months prior to
the termination of this Agreement and your employment hereunder for any reason,
the DHI Group marketed or at the time of termination of this Agreement and your
employment hereunder, is then preparing to market.


 


(5)           For purpose of this Agreement, “Person” shall include individuals,
partnerships, associations, trusts, unincorporated organizations and
corporations.


 


(b)           Non-Solicitation and
Non-Competition


 


(1)           You acknowledge that the pharmaceutical and over-the-counter drug
industries are highly competitive businesses. You are a key executive of DHI
and DRAXIMAGE, and as a result of your senior position, you confirm that you
have acquired extensive background in and knowledge of the DHI Group’s business
and the pharmaceutical and over-the-counter drug industries in which the DHI
Group operates. You further acknowledge that the DHI Group develops and markets
its products on a North American basis, more particularly in Canada and in the
eastern part of the United States comprising the states of Connecticut,
Florida, Delaware, Georgia, Maine, Maryland, Massachusetts, Michigan, New
Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode
Island, South Carolina, Vermont, Virginia, West Virginia [hereinafter referred
to as the “Territory”]. Accordingly, you agree that in the course of your
employment with DRAXIMAGE, and thereafter for a period of one year (or if such
period is held to be excessive by a court of competent jurisdiction then for a
period of six months) you shall not, without the prior written authorization of
the Chief Executive Officer of DHI whether as principal, as agent, or as an
employee of, or in partnership, or association with any other Person, in any
manner whatsoever directly or indirectly:


 


(i)            become employed by or associated or affiliated with any Competitor
of the DHI Group in the Territory in a function dealing with a product or
service, which during the twelve-month period immediately prior to the
termination of this Agreement and your employment hereunder, for any reason,
competed directly with a product or service of the DHI Group;


(ii)           seek to employ or encourage others to employ or otherwise engage
employees, agents or subcontractors of the DHI Group (who are employees, agents
or subcontractors on the date this Agreement terminated) or seek to in any way
disrupt their business relationship with the DHI Group;


(iii)          obtain by any means whatsoever the business of any Person who at the
time of the termination of this Agreement and your employment hereunder, was a
customer of the DHI Group, if to obtain such business may reasonably be
expected to result in a reduction of that Person’s business with the DHI Group;


(iv)          approach any Person who at the time of the termination of this
Agreement and your employment hereunder was a customer of the DHI Group with
the intention of soliciting or enticing the business of that Person away from
the DHI Group.


 


(c)           Reasonableness


 


You agree that the obligations set out in Sections
14(a) and (b) together with your other obligations under this Agreement are
reasonably necessary for the protection of the DHI Group’s proprietary and
business interests and you expressly agree that:


 


6

















 


(i)            the scope of each of the covenants set out in Sections 14(a) and (b)
above are in all respects, and in particular, in respect of Territory, time and
subject matter, necessary and reasonable because the DHI Group is marketing its
products on a North American basis;


(ii)           given your general knowledge and experience, the obligations
contained in this Agreement will not preclude you from becoming gainfully
employed with other employers who are not Competitors following termination of
this Agreement and your employment hereunder for any reason;


(iii)          your agreement to Sections 14(a) and (b) is a key incentive to
DRAXIMAGE formalizing the current terms and conditions of your employment.


 


(d)           Breach of Agreement


 


You also recognize that any breach of the terms and
conditions of this Agreement by you will result in material damage to the DHI
Group, although it may be difficult for the DHI Group to establish the monetary
value of such damage. You therefore agree that the DHI Group shall be entitled
to injunctive relief, in addition to any other remedies available to it, in a
court of appropriate jurisdiction in the event of any breach or threatened
breach by you of any of the provisions of this Agreement.


 


15.          TERMINATION OF EMPLOYMENT


 


(a)           Termination by DRAXIMAGE for Serious Reason


 


DRAXIMAGE may terminate this Agreement and your
employment hereunder at any time for serious reason without notice and without
payment of any kind of compensation either by way of anticipated earnings or
damages of any kind.


 


(b)           Termination by DRAXIMAGE Without Serious Reason


 


DRAXIMAGE may terminate this Agreement and your
employment hereunder, in its sole discretion, without notice and without
serious reason, effective immediately upon the date you are advised of the
termination.


 


If your employment is terminated without serious
reason pursuant to this Section, DRAXIMAGE shall:


 


 


1)                     Pay to you a severance allowance equivalent to one year of your then
current Base Salary in a lump sum, within two weeks following the date of such
termination.


2)                     Pay to you all outstanding vacation pay and any earned but unpaid salary
up to the date of such termination within two weeks of the date of termination.


3)                     Reimburse you for any business expenses incurred by you up to and
including the date of such termination following provision by you of applicable
receipts.


4)                     Ensure it has complied with all statutory obligations imposed by the
Act Respecting Labour Standards.


 


The payment referred to in
paragraph 1, above, shall be guaranteed and shall not be subject to set off or
deduction as a result of your obtaining alternate employment following such
termination or otherwise mitigating any damages arising from such termination. Further,
the payment referred to in paragraph 1,


 


7

















 


above, is inclusive of all statutory payments, including statutory
termination and severance, which may be owed to you.


 


The amounts paid to you pursuant to this paragraph
shall be subject to all required deductions.


 


Upon termination of your employment in accordance with
this Section 15(c), you shall return to DHI all stock options and other
securities which have not vested or accrued during your employment with
DRAXIMAGE, save and except for the 5-year options which you shall be entitled
to retain and exercise in accordance with their conditions.


 


(c)           Termination Payment Following a Change of Control


 


(1)           In accordance with paragraph 15(c)(2) below, if there is a Change of
Control (as hereinafter defined) you shall be entitled to the following:


 


 


A.                                                           the amounts of any unpaid Base Salary earned up to and including
date of termination;


B.                                                             any unpaid vacation pay earned up to and including date of
termination;


C.                                                             a lump sum amount, equal to:
two times your then current Base Salary in effect immediately prior to the date
of the Change of Control;  


D.                                                            any additional statutory obligations imposed by the Act Respecting Labour Standards;


E.                                                              the right to exercise all
stock options and other securities including those not then otherwise
exercisable as provided for below.


 


The payment referred to in paragraph
15(c)(1)(C), above, shall be guaranteed and shall not be subject to set off or
deduction as a result of your obtaining alternate employment following
termination or otherwise mitigating any damages arising from termination. Further,
notwithstanding 15(c)(1)(D) above, the payment referred to in 15(c)(1)(C)
above, is inclusive of all statutory payments, including statutory termination
and severance, which may be owed to you following termination.


 


The amounts paid to you pursuant to this paragraph
shall be subject to all required deductions.


 


For the purposes of this Agreement, a Change of
Control shall be deemed to occur in the following circumstances.


 


In the event that at any
date following the date of signature hereof:


 


(i)    any change in the ownership as of the date hereof, direct or
indirect, of the outstanding shares of DRAXIS as a result of which an
individual, partnership, association, trust, unincorporated organization, (“Person”)
or group of Persons, hold shares and/or other securities in excessive of the
number which, directly or following conversion or exercise thereof, will
entitle the holders thereof to cast 20% or more of the votes attaching  to all such shares and/or other securities of
DRAXIS which may be cast to elect the directors of DRAXIS; or


 


(ii)   the
sale, transfer or any manner of disposition of 50% or more of the assets of
DRAXIS to an arm’s length Person;


 


8

















 


and the Board of Directors of DRAXIS (the “Board of
Directors”) recommends acceptance of such offer to the Shareholders of DRAXIS
(the “Shareholders”) or, if the Board of Directors has made no recommendation,
the Shareholders have approved or accepted the proposed transaction, then any
option, including options not then otherwise exercisable held by the you, shall
become immediately exercisable upon the issuance of the recommendation of the
Board of Directors or the approval or acceptance of the Shareholders, as the
case may be.


 


For greater clarity, no
provision in this employment agreement shall be deemed to supersede any
provision of the Stock Option Plan of DRAXIS, as amended from time to time,
with respect to the right to exercise options held by the employee in certain
circumstances.


 


(2)           Except for the ability to exercise
all stock options upon a Change of Control as provided in paragraph
15(c)(1)(E), the payments and entitlements outlined in paragraph 15(c) (1)
shall become due and payable if, and only if:


 


 


A.                    there has been a Change of Control; and


B.                    within 18  months following any Change of
Control:


(i)    your employment is terminated without serious
reason by DRAXIS or by any successor employer to DRAXIS, as the case may be; or


(ii)   by its conduct as described below, DRAXIS or
any successor employer to DRAXIS, as the case may be, constructively terminates
your employment by:


•      relocating
the position and/or location of your principal office more than 20 kilometers
from the location of your office on the date immediately prior to the Change of
Control, without your consent; or


•      materially
reducing your title, reporting relationship, responsibilities or authority
without your consent; or


•      reducing
the salary paid to you by the successor employer or terminating or materially
reducing the value of your benefit programs, including, but not limited to,
life insurance benefits, accidental death and dismemberment benefits, long term
disability benefits, extended health coverage and dental benefits, which are
referred to in Section 3 above;


C.                    and, you elect in writing to receive the payments outlined in
Section 15(c)(1).


 


(d)           Termination by DRAXIMAGE Without Serious Reason upon Disability


 


If, as a result of incapacity due to physical or
mental illness, you are unable to render services of substantially the kind and
nature, and substantially to the extent required to be rendered in accordance
with this Agreement, and if such incapacity is expected to continue for a
period of at least twelve consecutive months from the date such incapacity
commenced (“Absence Date”) this Agreement may be deemed to be frustrated. Your
employment hereunder shall cease to be effective on the tenth day after written
notice of cessation of employment (“Notice of Cessation”) to you, provided that
prior to such cessation DRAXIMAGE has been furnished with the written
certification of a qualified medical doctor designated by DRAXIMAGE and you
jointly which states that you are and are expected to continue to be for at
least twelve consecutive months from the Absence Date, unable to render such
services by reason of such incapacity and the date upon which such incapacity
commenced. If DRAXIMAGE and you are unable to agree on the designation of a
qualified medical doctor to make such determination, then each party shall
designate a medical doctor who, together, shall agree upon a third qualified
medical doctor to


 


9

















 


make
such determination. The decision of the third medical doctor shall be binding
on DRAXIMAGE and you. You consent to submit to such examination as may be
required by any such medical doctor or doctors.


 


If your employment ceases pursuant to this Section,
you shall be entitled to receive a total amount equivalent to one year of your
then current Base Salary, commencing on the date upon which the Notice of
Cessation is delivered and payable in 24 regular payments equivalent to your
regular semi-monthly Base Salary on the regular DRAXIMAGE pay days. If you are
in receipt of disability benefits payable pursuant to the benefit plans
described above, then each semi-monthly payment payable by DRAXIMAGE shall be
reduced by an amount equivalent to the disability benefits payment received
during that pay period. Notwithstanding the cessation of your employment
pursuant to this Section, you shall be entitled to retain and exercise, within
a period of 6 months following the Notice of Cessation, all stock options which
have vested or accrued during your employment with DRAXIMAGE and you shall be
entitled to retain the 5-year options which shall be exercisable in accordance
with their conditions.


 


(e)           Death


 


In the event that you should die during the term of
this Agreement, your employment shall automatically terminate. All salary,
vacation pay and any bonus payments earned to date of death but unpaid will be
paid to your estate, however, no other payment of any compensation either by
way of anticipated earnings or damages of any kind shall be paid and Section
15(g) shall be applicable.


 


(f)            Resignation and Retirement


 


You shall provide DRAXIMAGE with three months notice,
in writing, of your resignation or your retirement from DRAXIMAGE. Unless the
Board of Directors of DHI otherwise determines, you shall return to DHI all
stock options granted to you during your employment with DRAXIMAGE and/or the
DHI Group which become exercisable after the date you cease to be an employee
of DRAXIMAGE and/ or the DHI Group.


 


(g)           No Further Notice or Compensation


 


Upon termination of
your employment under this Agreement, you shall not be entitled to any further
grants of stock options nor shall you be entitled to any further participation
in any other incentive plan of the DRAXIS Group other than as specifically set
forth in this agreement. For all purposes, “termination of your employment” and
“termination date” shall be the final day of employment with DRAXIS, and shall
not be deemed to include any period during which you may be entitled to
statutory notice, statutory termination pay or any contractual or common law
notice period and in particular, shall not be deemed to include the notice
period identified in Sections 15(b) (1) or 15(c) (1) (C).


 


16.          FAIR AND REASONABLE


 


The parties confirm that the notice requirements and
pay in lieu of notice provisions set out above in Section 15 are fair and
reasonable and that no further notice or payments of any kind are owed or
required. The parties agree that upon any termination of this Agreement by
DRAXIMAGE or upon any termination of this Agreement by you, that you shall have
no action, cause of action, claim or demand, either statutory or at common law,
against the DHI Group or any other Person as a consequence of such termination.


 


17.          RETURN OF PROPERTY


 


In the event your employment with DRAXIMAGE is
terminated for any reason, including resignation or retirement, you will
immediately return all DRAXIMAGE property in your possession or under your
control.


 


10

















 


18.          PROVISIONS OPERATING FOLLOWING
TERMINATION


 


Notwithstanding any termination of your employment
with or without serious reason, Sections 13, 14, 15, 16, 19 and any provision
of this Agreement necessary to give it efficacy shall continue in full force
and effect following such termination.


 


19.          ACKNOWLEDGEMENT


 


You acknowledge that the DHI Group shall not, for any
purpose, including in the event of a subsequent termination, be required to
recognize or take into account any prior service with your previous employers.


 


20.          LOCATION OF EMPLOYMENT


 


For the purposes of this Agreement and in particular
subsection 15(2), you shall work from an office located within the Greater
Montreal region.


 


21.          SEVERABILITY


 


If any provision of this Agreement is determined to be
invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall attach only to such provision or part thereof and the
remaining part of such provision and all other provisions hereof shall continue
in full force and effect.


 


22.          NOTICE


 


Any notice to be given in connection with this
Agreement shall be given in writing and may be given by personal delivery or by
registered mail addressed to the recipient as follows:


 


To:          Jean-Pierre Robert


***


***


 


To:          DRAXIS Specialty Pharmaceuticals Inc.


C/o DRAXIS Health Inc.


6870 Goreway Drive, 2nd Floor


Mississauga, Ontario


L4V 1P1


Attention: 
President and Chief Executive Officer


 


And a copy to the General Counsel and Secretary


DRAXIS HEALTH INC.


16751 Trans Canada Highway


Kirkland, Québec


H9H 4J4


Fax No: (514) 630-7159


 


or such
other address or individual as may be designated by notice by either party to
the other. Any notice given by personal delivery or by fax shall be deemed to
have been given on the day of actual delivery and, if made or given by
registered mail on the third day, other than a Saturday, Sunday or a statutory
holiday in Quebec and/or Ontario, following the deposit thereof in the mail.


 


11

















 


23.          GOVERNING LAW


 


This Agreement shall be governed by and construed in
accordance with the laws of the Province of Québec.


 


24.          BENEFIT OF AGREEMENT


 


This Agreement shall enure to the benefit of and be
binding upon your heirs, executors, administrators and legal personal
representatives and the successors and assigns of DRAXIMAGE respectively.


 


25.          ENTIRE AGREEMENT


 


This Agreement and its Schedules constitute the entire
agreement between the parties with respect to your terms and conditions of
employment and cancel and supersede any prior understandings and agreements
between the parties to this Agreement. There are no representations,
warranties, forms, conditions, undertakings or collateral agreements expressed,
implied or statutory between the parties other than as expressly set forth in
this Agreement and its Schedules. You waive any right to assert a claim in tort
based on any pre-contractual representations, negligent, or otherwise, made by
the DHI Group.


 


26.          LANGUAGE


 


The
parties hereto have expressly required that this Agreement, its Schedules and
any notice or document relating thereto be drafted in the English language only.
Les parties aux
présentes ont expressément exigé que la présente Convention, ses annexes ainsi
que tout avis ou document s’y rattachant soient rédigés en langue anglaise
seulement.


 


To acknowledge that the terms of employment as
expressed in this Agreement are acceptable to you, please execute the enclosed
copy of this letter as indicated below and return it to me at your earliest
opportunity.


 


	
   

  	
  Yours
  truly,

  
	
   

  	
   

  
	
   

  	
  DRAXIMAGE, A DIVISION OF

  
	
   

  	
  DRAXIS SPECIALTY PHARMACEUTICALS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/
  Martin Barkin

  	
   

  
	
   

  	
  Martin
  Barkin, M.D., F.R.C.S.C.

  
	
   

  	
  Chairman
  of the Board of Directors of DRAXIMAGE, a

  division of DRAXIS Specialty Pharmaceuticals Inc. and

  Chief Executive Officer of Draxis Health Inc.

  
				



 


12

















 


I accept the above-noted terms of employment with
DRAXIMAGE, a division of DRAXIS Specialty Pharmaceuticals Inc. as President, I
agree to comply with and be bound by the terms of employment outlined in this
Agreement.


 


	
  Dated at Montréal, the 22nd day of April, 2005.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jean-Pierre Robert

  	
   

  
	
  Witness

  	
  Jean
  Pierre Robert

  
				



 


13