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                                                                   Exhibit 4.17

                             [DRAXIS LETTERHEAD]


                                                             September 3, 1996

DELIVERED

Mr. James A.H. Garner
14 MacNaughton Road
Toronto, Ontario
M4G 3H4

Dear Mr. Garner:

     We are pleased to offer you employment with Draxis Health Inc.
("Draxis") on the following terms and conditions.

1.   EMPLOYMENT

     You shall be employed as the Vice-President Finance and Chief Financial
Officer of Draxis on the terms and conditions contained in this Agreement.
You shall report to the Chief Executive Officer of Draxis. As Vice-President
Finance and Chief Financial Officer, you shall be responsible for the
financial affairs of Draxis. In addition, you will perform any additional
employment responsibilities assigned to you by the Chief Executive Officer
from time to time.

2.   TERM OF EMPLOYMENT

     The term of your employment is indefinite. A "Contract Year" is a
calendar year, except that the first Contract Year shall begin on the date
that you accept this offer of employment and end on December 31, 1996.

3.   BASE SALARY

     Draxis will pay to you a salary of $160,000 per annum, payable
semi-monthly in arrears ("Base Salary"). Your salary shall be subject to
review in accordance with Draxis's regular administrative practices of salary
review applicable to the executive employees of Draxis. Any salary increases
shall be determined on merit by the Chief Executive Officer and shall be
effective from the commencement of each Contract Year. The Chief Executive
Officer will advise you of any changes to your salary in advance of the
implementation date.

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                                      -2-

4.   SIGNING BONUS

     Upon the acceptance by you of this offer of employment:

     (i)    Draxis shall pay to you a lump sum of $25,000; and

     (ii)   Draxis shall make available to you an interest free loan in the
            amount of $25,000. The outstanding amount shall be repaid no later
            than the earlier of the third anniversary of the date that you
            accept this offer of employment and the date upon which your
            employment terminates. The loan shall be repaid in 72 equal
            semi-monthly instalments, to be deducted from your regular salary
            payments. You shall be entitled to prepay all or any part of the
            outstanding amount at any time. You shall execute a promissory
            note, prior to the loan being advanced, confirming the terms of
            repayment. You authorize Draxis to deduct, when repayable, the
            outstanding amount from any salary or other amounts owed to you.

5.   BENEFITS

     You will be entitled to participate in all benefit plans which Draxis
shall from time to time make available to its executive employees, including
any pension or life insurance arrangements which may be established, subject
to applicable eligibility rules thereof. The benefits currently offered are:

     - major medical
     - dental
     - group life
     - long term disability
     - accidental death and dismemberment

6.   STOCK OPTION PLAN

     You will be entitled to participate in the Stock Option Plan of Draxis,
in accordance with the terms and conditions of that plan. Upon acceptance by
you of this offer of employment, the Draxis Board of Directors shall grant to
you 225,000 stock options which shall vest over a five-year period as follows:

     (a) 20% on the first anniversary of the date of the grant;

     (b) 20% on the second anniversary of the date of the grant;

     (c) 20% on the third anniversary of the date of the grant;

     (d) 20% on the fourth anniversary of the date of the grant;

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                                      -3-



     (e) 20% on the fifth anniversary of the date of the grant.

The price of each option shall be the closing price of the Draxis shares on The
Toronto Stock Exchange on the trading date immediately preceding the date of
grant. The options may be exercised at any time within 10 years after the date
of the grant, subject to vesting as set out above.

7.   STOCK PURCHASE AND BONUS PLAN

     You will be eligible to participate in the Stock Purchase and Bonus Plan
which Draxis shall from time to time make available to employees, subject to
applicable eligibility rules thereof and in accordance with the terms and
conditions of that plan. In respect of the 1996 calendar year, you shall be
entitled to participate based on employment during 4/12ths of the year.

8.   EMPLOYEE PARTICIPATION SHARE PURCHASE PLAN

     You will be eligible to participate in the Draxis Employee Participation
Share Purchase Plan which Draxis shall from time to time make available to
its employees, subject to applicable eligibility rules thereof and in
accordance with the terms and conditions of that plan.

9.   INCENTIVE BONUS

     In addition to the Base Salary, each Contract Year except 1996, you will
be eligible to receive an incentive bonus to a maximum amount of $75,000
(prorated for part Contract Years), based upon the satisfactory achievement
of corporate and personal objectives mutually agreed upon at the commencement
of each Contract Year. The incentive bonus shall be calculated as follows:

     (a) up to $40,000 (maximum) (prorated for part Contract Years) upon
         achievement of corporate objectives; and

     (b) up to $35,000 (maximum) (prorated for part Contract Years) upon
         achievement of personal objectives.

The incentive bonus, if any, shall be paid within 60 days following approval by
the Draxis Board of Directors of the annual audited financial statements of
Draxis for the Contract Year.

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                                      -4-


10.  DISCRETIONARY BONUS

     The Chief Executive Officer and the Compensation Committee, in their
sole discretion, may award a discretionary bonus to you for a Contract Year
based upon extraordinary achievement. The discretionary bonus may take the
form of a special award of participation shares, a cash payment or an
increase in Base Salary. Payment of a discretionary bonus 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 a discretionary
bonus, you must be employed on December 31 of the Contract Year for which the
bonus is awarded.

11.  VACATION

     Each Contract Year, you will be entitled to five weeks vacation to be
taken at a time or times reasonable for each of Draxis and you. There shall
be no vacation time carried over from one Contract Year into the next, unless
previous authorization has been received from the Chief Executive Officer.
For the Contract Year 1996, you shall be entitled to a prorated number of
weeks of vacation.

12.  MEMBERSHIP FEES

     Draxis shall pay your annual membership fees for the Toronto Board of
Trade.

13.  OTHER PERQUISITES

     (a) Draxis shall provide to you a computer and cellular telephone.
Draxis shall reimburse you, upon receipt of suitable invoices, for the
cellular telephone charges incurred in connection with your employment
hereunder.

     (b) Draxis shall reimburse you on demand for the reasonable out of
pocket expenses incurred by you to a maximum of $4,000 for independent legal
advice and services in connection with the negotiation and settlement of this
Agreement and the employment arrangements contemplated hereby.

     (c) At your request and upon prior approval by the Chief Executive
Officer, you will be entitled to participate in at least one
personal/professional development course annually.

14.  EXPENSES

     Draxis shall reimburse you for all authorized travelling and other out
of pocket expenses actually and properly incurred in connection with your
employment with Draxis. For all such expenses, you will furnish statements
and vouchers as and when required by Draxis.

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                                      -5-

15.  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.

16.  EMPLOYEE'S COVENANTS

     You shall devote the whole of your working time, attention and ability
to the business of Draxis and shall use your best efforts to promote the
interests of Draxis.

     Further, you shall duly and diligently perform all the duties assigned
to you while in the employ of Draxis and shall well and faithfully serve
Draxis. While employed with Draxis, you shall not, without the prior written
consent of Draxis, engage or otherwise be concerned in any other business or
occupation, or become a director, officer, agent or employee of any other
entity.

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

(a) NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

         You acknowledge that, as Vice-President Finance and Chief Financial
Officer of Draxis, you may create, have access to, and/or require knowledge
of confidential and commercially valuable information of Draxis, the
unauthorized use or disclosure of which could cause Draxis serious and
irreparable damage.

         Upon acceptance by you of this offer of employment, you will execute
and deliver to us the Confidentiality Agreement enclosed with this Agreement.

         You also will execute and deliver to us the Code of Ethics enclosed
with this Agreement.

(b) NON-SOLICITATION AND NON-COMPETITION

         (1) You acknowledge that the pharmaceutical industry is a highly
competitive business. You are a key executive of Draxis, and as a result of
your senior position within Draxis, you will acquire Confidential Information
(as that term is defined in the Confidentiality Agreement). You further
acknowledge that Draxis develops and markets its products on the North
American basis. Accordingly, you agree that in the course of your employment
with Draxis, 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 Draxis, 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:

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                                      -6-


         (i)    become employed by or associated or affiliated with any
                Competitor of Draxis in North America;

         (ii)   seek to employ or encourage others to employ or otherwise
                engage employees, agents or subcontractors of Draxis, (who are
                employees, agents or subcontractors of Draxis at the time of
                termination of your employment under this Agreement) or seek
                to in any way disrupt their business relationship with Draxis;

         (iii)  obtain by any means whatsoever the business of any Person who,
                at the time of the termination of your employment under this
                Agreement, was a customer of Draxis, if to obtain such
                business would result in a reduction of that Person's business
                with Draxis; or

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

(c) REASONABLENESS

         You agree that the obligations set out in Section 17(b) together
with your other obligations under this Agreement are reasonably necessary for
the protection of Draxis' proprietary and business interests and you
expressly agree that:

         (i)    the scope of each of the obligations set out in Section 17(b)
                is in all respects, and in particular, in respect of area,
                time and subject matter, necessary and reasonable because
                Draxis is marketing its products on a North American basis; and

         (ii)   given your general knowledge and experience, the obligations
                set out in Section 17(b) will not preclude you from becoming
                gainfully employed with other employers who are not
                Competitors following termination of your employment under
                this Agreement.

(d) DEFINITIONS

         For purposes of this Agreement,

         (i)    "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, at the time of termination of your employment under
                this Agreement, Draxis is marketing or preparing to market; and

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                                      -7-

         (ii)   "Person" shall include individuals, partnerships,
                associations, trusts, unincorporated organizations and
                corporations.

18.  BREACH OF AGREEMENT

     You acknowledge that any breach of the obligations set out in Section
17(b) by you will result in material damage to Draxis, although it may be
difficult for Draxis to establish the monetary value of such damage. You
therefore agree that Draxis 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.

19.  TERMINATION OF EMPLOYMENT

     (a) TERMINATION BY DRAXIS FOR CAUSE

     Draxis may terminate your employment under this Agreement at any time
for cause without notice and without payment of any kind of compensation
either by way of anticipated earnings or damages of any kind.

     (b) TERMINATION BY DRAXIS WITHOUT CAUSE BUT WITH NOTICE

     Draxis may terminate your employment under this Agreement at any time
without cause by providing to you two years actual notice of termination. At
its sole discretion, Draxis may provide to you a shorter period of notice of
termination, in which case, the payments referred to in Section 19(c) shall
be applicable, but such payments as may be required by Sections 19(c)(1) and
(4) shall be reduced by the notice provided, so that the total notice and
compensation in lieu of notice provided to you shall be equal to two years
from the date you are advised of the termination.

     (c) TERMINATION BY DRAXIS WITHOUT CAUSE AND WITHOUT NOTICE

     Draxis may terminate your employment under this Agreement at any time
without cause by providing to you actual notice of termination to take effect
immediately.

     Except as outlined in Section 19(d), if your employment under this
Agreement is terminated without cause pursuant to this section, Draxis shall:

         (1)    pay to you a severance allowance equal to two years of your
                then 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 and including the date



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                                      -8-

                of such termination within two weeks following the date of
                such termination;

         (3)    reimburse you for all business expenses incurred by you up to
                and including the date of such termination upon provision by
                you of applicable receipts;

         (4)    ensure that it has complied with all statutory obligations
                imposed by the EMPLOYMENT STANDARDS ACT (Ontario); and

         (5)    pay to you when due any Incentive or Discretionary Bonuses
                earned by you under this Agreement up to and including the
                date of such termination.

     The payment referred to in Section 19(c)(1) 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 but shall be subject to set off for
amounts owing pursuant to Section 4(iii). Further, notwithstanding Section
19(c)(4), the payment referred to in Section 19(c)(1) is inclusive of all
statutory payments which may be owed to you.

     (d) TERMINATION PAYMENT FOLLOWING A CHANGE OF CONTROL

(1)  In accordance with Section 19(d)(2), if there is a Change of Control (as
defined below), you shall be entitled to the following:

         A. any unearned but unpaid salary up to and including the date of
            termination;

         B. any outstanding vacation pay up to and including the date of
            termination;

         C. a lump sum amount equal to three times your annual Base Salary on
            the date of termination;

         D. any statutory obligations imposed by the EMPLOYMENT STANDARDS ACT
            (Ontario); and

         E. when due, any Incentive or Discretionary Bonuses earned by you
            under this Agreement up to and including the date of such
            termination.

     The payment referred to in Section 19(d)(1)(C) above shall be guaranteed
and shall not be subject to set off or deduction as a result of your
obtaining alternate

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                                      -9-

employment following termination or otherwise mitigating any damages arising
from termination but shall be subject to set off for amounts owing pursuant to
Section 4(iii). Further, notwithstanding Section 19(d)(1)(D), the payment
referred to in Section 19(d)(1)(C) is inclusive of all statutory payments which
may be owed to you.

(2)   The payments referred to in Section 19(d)(1) shall become due and payable
if, and only if:

         A. there has been a Change of Control; and

         B. within 12 months following the Change of Control:

            (i)    your employment under this Agreement is terminated without
                   cause; or

            (ii)   by its conduct Draxis (or other successor employer)
                   constructively terminates your employment including by:

                   -  relocating your principal office more than 20 kilometres
                      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 relationships,
                      responsibilities or authorities without your consent; or

                   -  reducing your Base Salary or other remuneration or
                      terminating or materially reducing the value of your
                      benefit programs, including, but not limited to,
                      those referred to in Section 5; and

         C.  you elect in writing to terminate your employment under this
             Agreement and to receive the payments referred to in Section
             19(d)(1).

(3)  For purposes of this Agreement, "Change of Control" means the occurrence
     at any date following execution of this Agreement of any of the following
     events:

     A.  any change in the ownership, as of the date of this Agreement, direct
         or indirect, of the outstanding shares of Draxis, as a result of
         which a Person or group of Persons, holds shares and/or other
         securities of Draxis in excess 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 all shares and/or
         other securities of Draxis which may be cast to elect the directors
         of Draxis; or



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                                     -10-

     B. the sale, transfer, lease or other disposition of 50% or more of the
        assets of Draxis to an arm's length Person.

     Draxis shall use its best efforts to require any successor (whether
direct or indirect) to all or substantially all of its shares and/or assets
of Draxis to expressly agree to assume and to perform this Agreement in the
same manner that Draxis would have been required to perform it if no such
succession had occurred. If Draxis fails to obtain such agreement from any
successor prior to the effective date of such succession, such failure shall
be deemed to be a termination of your employment by Draxis and such
termination shall be deemed to have occurred on the date immediately prior to
the Change of Control. In such event, Sections 19(b) or (c) will not be
applicable, and Draxis shall make the payments referred to in Section
19(d)(1).

     (e) TERMINATION BY DRAXIS WITHOUT CAUSE 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 six consecutive months from the date such incapacity commenced
("Absence Date"), this Agreement may be deemed to be frustrated. Your
employment hereunder shall cease effective on the tenth day following written
notice to you, provided that prior to such notice Draxis has been furnished
with the written certification of a qualified medical doctor designated by
Draxis and you jointly which states that you are, and are expected to
continue to be for at least six 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 Draxis 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 make such determination. The decision of
the third medical doctor shall be binding on Draxis 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 the following:

(1) any earned but unpaid salary up to and including the date upon which your
    employment ceases;

(2) any outstanding vacation pay up to and including the date upon which your
    employment ceases;

(3) when due, any Incentive or Discretionary Bonuses earned by you under this
    Agreement up to and including the date upon which your employment ceases;
    and



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(4) an amount equal two times your then current Base Salary, such amount to be
    payable in 48 regular payments on the regular Draxis semi-monthly pay days,
    provided that, if you are in receipt of disability benefits payable
    pursuant to the benefit plans described in Section 5, then the amount of
    any such payment payable by Draxis for a pay period shall be reduced by an
    amount equal to the disability benefits payment received by you during that
    pay period.

   (f)  DEATH

   In the event that you should die, your employment under this Agreement
shall automatically terminate. All salary, vacation pay and any Incentive or
Discretionary Bonus earned but unpaid to your date of death will be paid to
your estate, and no other payment or any compensation either by way of
anticipated earnings or damages of any kind shall be paid.

   (g)  RESIGNATION AND RETIREMENT

   You shall provide Draxis with three months notice, in writing, of your
resignation or your retirement from Draxis.

   (h)  NO FURTHER NOTICE OR COMPENSATION

   For further clarity, in the event of termination of your employment under
this Agreement for any reason, the terms provided in the event of termination
under the Draxis Stock Option Plan, the Draxis Stock Purchase Bonus Plan and
the Draxis Employee Participation Share Purchase Plan shall apply.

20.  FAIR AND REASONABLE

     The parties confirm that the notice requirements and pay in lieu of
notice provisions set out above in Section 19 are fair and reasonable and
that no further notice or payments of any kind are owed or required upon the
termination of your employment under this Agreement as a consequence of such
termination.

21.  RETURN OF PROPERTY

     In the event your employment with Draxis is terminated for any reason,
including resignation or retirement, you will immediately return to Draxis
all Draxis property in your possession or under your control including,
without limitation, the computer and cellular phone identified in Section 13.


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22.  PROVISIONS OPERATING FOLLOWING TERMINATION

     Notwithstanding any termination of your employment, with or without
cause, Sections 17, 18, 19, 20, 21 and any other provision of this Agreement
necessary to give it efficacy shall continue in full force and effect
following such termination.

23.  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 facsimile addressed to
the recipient as follows:

     To:   James A.H. Garner
           14 MacNaughton Road
           Toronto, Ontario
           M4G 3H4

           Fax No.:   (416) 488-7903

     To:   Dr. Martin Barkin
           Chief Executive Officer
           Draxis Health Inc.
           6870 Goreway Drive
           Mississauga, Ontario
           L4V 1P1

           Fax No.:   905-677-5494

or such other address or facsimile number as may be designated by notice by
either party to the other. Any notice given by personal delivery shall be
deemed to have been given on the day of actual delivery to the appropriate
address. Any notice given by facsimile shall be deemed to have been given
when sent to the appropriate number and receipt is confirmed.

24.  GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
law of the Province of Ontario.

25.  BENEFIT OF AGREEMENT

     This Agreement shall ensure to the benefit of and be binding upon your
heirs, executives, administrators and legal personal representatives and the
successors and assigns of Draxis respectively.


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26.  ENTIRE AGREEMENT

     This Agreement and the Confidentiality Agreement and the Code of Ethics
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. 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 the Confidentiality Agreement and
the Code of Ethics.

     To acknowledge that the terms of employment as expressed in this
Agreement are acceptable to you, please execute the enclosed copies of this
Agreement and the Confidentiality Agreement and the Code of Ethics and return
them to me.

                                       Yours truly,

                                       DRAXIS HEALTH INC.

                                       Per:

                                       /s/ Martin Barkin

                                       Martin Barkin, M.D., F.R.C.S.C
                                       President & C.E.O.

     I accept the offer of employment with Draxis as Vice-President Finance
and Chief Financial Officer on the terms and conditions as outlined above.

     Dated at Toronto, as of the 3rd day of September, 1996.


/s/ J. Le Saux                         /s/ James A.H. Garner
-------------------------              -----------------------------
      Witness                              James A.H. Garner