<Page>

                                                                     EXHIBIT 4.9

             AMENDED AND RESTATED UNANIMOUS SHAREHOLDERS' AGREEMENT

ENTERED INTO in the City of Montreal, Province of Quebec, as of March 28, 2002.

AMONG:                                DRAXIS HEALTH INC., a corporation
                                      incorporated under the laws of Canada,
                                      having its head office at 6870 Goreway
                                      Drive, Mississauga, Ontario, L4V 1P1,
                                      acting and represented herein by Dr. Jim
                                      Garner, its Senior Vice President, Finance
                                      and Chief Financial Officer, duly
                                      authorized for the purposes hereof as he
                                      so declares;

                                      ("DHI")

AND:                                  SGF SANTE INC., a company duly
                                      incorporated under the laws of Quebec,
                                      having its head office at 600 de La
                                      Gauchetiere Street West, Suite 1700,
                                      Montreal, Quebec, H3B 4L8, acting and
                                      represented herein by Gerald Andre, its
                                      Vice-President, and by Michel
                                      Sainte-Marie, its Assistant Secretary,
                                      duly authorized as they so declare;

                                      ("SGF Sante")

AND:                                  DRAXIS PHARMA INC., a corporation duly
                                      incorporated under the laws of Canada,
                                      having its head office at 1170 Peel
                                      Street, 5th Floor, Montreal, Quebec, H3B
                                      4S8, acting and represented herein by
                                      Douglas Parker, its Secretary, duly
                                      authorized for the purposes hereof as he
                                      so declares;

                                      (the "Corporation")

AND:                                  DWIGHT GORHAM, businessman, residing at
                                      522 Macquet, L'Ile Bizard, Quebec, H9C
                                      2S4;

                                      ("Gorham")

AND:                                  MOHAMMED BARKAT, businessman, residing at
                                      146 MacDonald, Kirkland, Quebec, H9J 3Z3;

                                      ("Barkat")

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                                      -2-


AND:                                  MICHEL SAUVAGEAU, businessman, residing at
                                      88 MacDonald, Kirkland, Quebec, H9J 3Z6;

                                      ("Sauvageau")

                                      (Gorham, Barkat and Sauvageau are
                                      sometimes collectively referred to as
                                      "Management")


WHEREAS the Corporation is authorized to issue an unlimited number of Common
shares, of which 20,594,693 common shares are issued and outstanding and
registered in the names of the following shareholders:

<Table>
<Caption>
         Shareholder                  Number and Class of Shares
         -----------                  --------------------------
<S>                                <C>
         DHI                          13,577,402  common shares (65.93%)
         SGF Sante                     6,582,451  common shares (31.96%)
         Management                      434,840  common shares (2.11%)
</Table>


WHEREAS the Parties hereto have agreed that it is in their best interests to set
forth certain terms and conditions governing the ownership, transfer and issue
of the Shares they currently hold in the share capital of the Corporation and of
any other subsequently issued Shares of the share capital of the Corporation and
to record their mutual understanding as to the manner in which certain affairs
of the Corporation shall be conducted and to provide for their respective rights
and obligations;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, the Parties
hereby agree as follows:

                                    ARTICLE 1

                    RECITALS, DEFINITIONS AND INTERPRETATION

1.1      RECITALS AND SCHEDULES. The recitals and the following schedules form
         an integral part of this Agreement:

         Schedule 1.1:              Equity Participation Plan
         Schedule 1.12:             Intervention Form
         Schedule 3.1.1:            Business, including Capital Plan
         Schedule 3.1.17:           Delegation of authority
         Schedule 5.6.2:            Loan
         Schedule 9.4:              Management Employment Contracts

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                                      -3-


1.2      DEFINITIONS. In this Agreement, unless something in the subject matter
         or context is inconsistent therewith:

         "Acceptable Securities" means securities listed on an Acceptable Stock
         Exchange, where, at the relevant time:

         (i)      such securities will be immediately freely tradeable in Canada
                  upon their acquisition;

         (ii)     the market capitalization of all such securities shall be not
                  less than $300,000,000 and such securities shall be widely
                  held;

         (iii)    such securities are securities of a company of which not less
                  than 40% of all its outstanding securities are so listed and
                  freely tradeable; and

         (iv)     there are not less than 40% of such freely tradeable
                  securities which were traded in the immediately preceding 12
                  months;

         "Acceptable Stock Exchange" means the Toronto Stock Exchange, the New
         York Stock Exchange or NASDAQ;

         "Additional Right" has the meaning ascribed to it in section 5.5;

         "Agreement" means this shareholders' agreement including all attached
         Schedules, as the same may be supplemented, amended, restated or
         replaced from time to time;

         "Applicable Law" means any domestic or foreign statute, law, ordinance,
         regulation, by-law (zoning or otherwise) or order that applies to the
         Corporation or its Subsidiaries;

         "Applicable Fiscal Law" means the INCOME TAX ACT (Canada);

         "Auditors" means the auditors of the Corporation in office at the date
         of the event by reason of which they are called upon to act hereunder,
         duly commissioned with respect to the fiscal period concerned or,
         failing this, any chartered accountant specifically designated by the
         interested Parties for such purpose;

         "Beneficiary(ries)" has the meaning ascribed to it in section 7.1;

         "Board" has the meaning ascribed to such term in section 2.1 and
         "Boards" means more than one of them;

         "Business Day" means a day other than a Saturday or Sunday, on which
         Canadian chartered banks are open for the transaction of domestic
         business in the City of Montreal, Province of Quebec;

         "Business Plan" has the meaning ascribed to it in subsection 3.1.1;

         "Capital Amount" has the meaning ascribed to it in section 5.2;

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                                      -4-


         "Capital Plan" has the meaning ascribed to it in subsection 3.1.1;

         "CBCA" means the CANADA BUSINESS CORPORATIONS ACT and the regulations
         thereto as amended from time to time;

         "Control" (and "Controlling") for a legal person means the holding, or
         exercise of control or direction over, by a Person, directly or
         indirectly, other than as a creditor only, of securities which grant it
         more than 50% of the votes that may be cast for the election of the
         directors of the legal person in question (irrespective of whether or
         not, at the time, shares of any other class or classes of such Person
         shall have or might have voting power by reason of the happening of any
         contingency);

         "Convertible Security" means a security of a body corporate, including
         a debt obligation, which is convertible into, exchangeable for or which
         carries a right or obligation to purchase, one or more shares, voting
         securities or participating securities of such body corporate
         including, for greater certainty, options and warrants;

         "Director" or "Directors" means a member or members of the Boards;

         "Dispose" (and "Disposition") means to sell, transfer, exchange, give,
         dispose of or otherwise assign in any manner whatsoever (including
         without limitation the grant of rights with respect to property), or
         any attempt to perform any of those operations;

         "Emergency Advance" has the meaning ascribed to it in section 5.2;

         "Encumber" means to hypothecate, mortgage, encumber with a charge,
         lien, priority, appropriation or option or otherwise give as security
         or encumber in any manner whatsoever, or any attempt to perform any of
         those operations;

         "Equity Investment" has the meaning ascribed to it in section 5.6.1;

         "Equity Participation Plan" means the equity participation plan adopted
         by the Corporation, a copy of which is attached hereto as Schedule 1.1;

         "Fair Market Value" of a Share means the fair market value of the Share
         calculated on a going concern basis without taking into account any
         discount or premium such as, but not limited to, a discount for
         minority interests, low liquidity or absence of market or a premium for
         majority interests. The fair market value of the Share shall be
         established by Certified Business Valuators selected among
         nationally-recognized accounting firms following the request by the
         Corporation, DHI or SGF Sante pursuant to the provisions of this
         Agreement. Each of DHI and SGF Sante shall nominate such a valuator
         within 10 days of the above request and the valuators shall have a
         period of 30 days following the expiry of such 10-day delay to
         establish a fair market value of the Share. If the difference between
         the values so established is less than 15% of the higher value, the
         fair market value of the Share shall then mean the average of the
         values submitted by such valuators within the delays referred to above.
         If such difference is equal to or greater than 15% of the higher value,
         DHI and SGF Sante shall immediately name a third Certified Business
         Valuator selected at random among the following: Line Racette of Arthur
         Andersen,
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                                      -5-


         Bernard Lauzon of Pricewaterhouse Coopers, Denis Labreche of
         Ernst & Young and Laurier Duchesne of Raymond Chabot Grant Thornton, it
         being understood that in the event any of such individuals is not
         available for selection or refuses to act or is no longer with the same
         firm, then a replacement individual of comparable experience and
         qualification shall be substituted from the same firm. The third such
         valuator shall have a period of 10 days to choose between the two
         above-mentioned valuations. The fair market value of the Share shall
         then mean the value chosen by such third valuator. The Fair Market
         Value determined in accordance with the foregoing shall be final and
         not subject to appeal or arbitration pursuant to this Agreement and
         shall be binding upon the Shareholders and the Corporation. If either
         party fails to appoint a valuator within the above-mentioned 10-day
         period, the determination by the valuator who is appointed by the other
         party shall be final. Each opposing party shall bear the costs of the
         valuator it nominates. The costs of a third valuator, if any, shall be
         borne by the party whose value is not chosen by the third valuator; the
         "Fair Market Value" of a Convertible Security means the greater of (i)
         its face value in the case of a debt obligation or its redemption value
         in the case of a Share which is redeemable and (ii) the Fair Market
         Value, determined in accordance with the foregoing, of the underlying
         Shares minus, as the case may be, any amount payable, other than by way
         of debt conversion, in consideration of the issue of the underlying
         Shares; the provisions of the foregoing shall apply, MUTATIS MUTANDIS,
         to the determination of the Fair Market Value of Convertible
         Securities;

         "Former Shareholders' Agreement" means the unanimous shareholders'
         agreement dated February 18, 2000 entered into by and among DHI, SGF
         Sante, the Corporation, Gorham and Barkat and to which Michel Sauvageau
         intervened on January 5, 2001, which is amended and replaced by this
         Agreement;

         "Fully-Participating Shareholder" has the meaning ascribed to it in
         section 5.5;

         "GAAP" means generally accepted accounting principles from time to time
         approved by the Canadian Institute of Chartered Accountants, or any
         successor institute, applicable as at the date on which any calculation
         or determination is required to be made in accordance with generally
         accepted accounting principles, and where the Canadian Institute of
         Chartered Accountants includes a recommendation in its Handbook
         concerning the treatment of any accounting matter, such recommendation
         shall be regarded as the only generally accepted accounting principle
         applicable to the circumstances that it covers;

         "Good Faith Offer" means an offer:

         (i)      which is addressed in writing by a Third Party to a
                  Shareholder for the Disposition of all, and not less than all,
                  of the Shares and Convertible Securities held by such
                  Shareholder;

         (ii)     where the purchase price of the Shares and Convertible
                  Securities, if any, is payable as follows:

                  (A)      not less than 75% in cash; and

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                                      -6-


                  (B)      not more than 25% in Acceptable Securities; for the
                           purposes of exercising the rights of first refusal
                           pursuant to section 6.5 of this Agreement, such
                           portion of the purchase price which is payable in
                           Acceptable Securities shall be deemed to be payable
                           in cash and to be equal to the Market Price of the
                           Acceptable Securities as at the date immediately
                           preceding the date of the Good Faith Offer;

         (iii)    in respect of which there accrues to the Shareholder no
                  collateral benefit other than the purchase price of the Shares
                  and Convertible Securities; and

         (iv)     which contains no unusual conditions for transactions of the
                  type contemplated and no conditions which one or more of the
                  Parties, as the case may be, would be unable to meet;

         "including" means "including without limitation" and the term
         "including" shall not be construed to limit any general statement which
         it follows to the specific or similar items or matters immediately
         following it;

         "Inter-company Arrangements" has the meaning ascribed to it in
         subsection 3.1.13;

         "Loan" has the meaning ascribed to it in section 5.6.2;

         "Market Price" for securities listed on an Acceptable Stock Exchange
         means the price, net of all brokerage and transaction fees normally
         anticipated for the sale of such securities by reputable investment
         firms, determined as follows:

         (i)      except as provided in subparagraphs (ii) or (iii),

                  (A)      if the Acceptable Stock Exchange provides a closing
                           price, an amount equal to the weighted average of the
                           closing price of securities of that class on the
                           Acceptable Stock Exchange for each trading day on
                           which there was a closing price for the period of 30
                           trading days immediately preceding the date on which
                           the market price is being determined (the "relevant
                           period"), and

                  (B)      if the Acceptable Stock Exchange does not provide a
                           closing price, but provides only the highest and
                           lowest prices of securities traded, an amount equal
                           to the weighted average of the averages of the
                           highest and lowest prices of the securities of that
                           class for each of the trading days on which there
                           were highest and lowest prices for the relevant
                           period,

         (ii)     if there has been trading of the securities of the class on
                  the Acceptable Stock Exchange on fewer than half of the
                  trading days for the relevant period, the average, weighted by
                  number of trading days, of the following amounts established
                  for each trading day of the relevant period,

                  (A)      the simple average of the bid and ask price for each
                           trading day on which there was no trading, and

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                                      -7-


                  (B)      either

                           (I)      the weighted average of the closing price of
                                    the securities of that class for each
                                    trading day on which there has been trading,
                                    if the Acceptable Stock Exchange provides a
                                    closing price, or

                           (II)     the weighted average of the averages of the
                                    highest and lowest prices of the securities
                                    of that class for each trading day on which
                                    there has been trading, if the Acceptable
                                    Stock Exchange provides only the highest and
                                    lowest prices of securities traded on a
                                    trading day, or

         (iii)    if there has been no trading of the securities of the class on
                  the Acceptable Stock Exchange on any of the trading days
                  during the relevant period, the Market Price shall be deemed
                  to be nil;

         where there is more than one Acceptable Stock Exchange, the Market
         Price shall be determined by reference to the Acceptable Stock Exchange
         in Canada if there is one or, if there is no Acceptable Stock Exchange
         in Canada, by reference to the Acceptable Stock Exchange on which the
         greatest volume of trading in the securities occurred during the
         relevant period;

         "Merck Frosst Agreement" means the agreement entered into as of June
         12, 1998 among Merck Frosst Canada Inc., the Corporation, DHI and
         Draximage Inc.;

         "Non-Participating Shareholder" has the meaning ascribed to it in
         section 5.5;

         "Participating Shareholders" has the meaning ascribed to it in section
         5.5;

         "Participation Right" has the meaning ascribed to it in section 5.2;

         "Parties" means, collectively, the Shareholders and the Corporation;

         "Partly-Participating Shareholder" has the meaning ascribed to it in
         section 5.5;

         "Person" shall be broadly interpreted and includes an individual, body
         corporate, partnership, joint venture, trust, association,
         unincorporated organization, the Crown, any Governmental Authority or
         any other entity recognized by law;

         "Prime Rate" means, for each day, the rate of interest charged by the
         principal banker of the Corporation expressed in annual percentage,
         published, advertised and commonly known from time to time as the
         reference rate on which the rates of interest of such financial
         institution are based in connection with commercial loans granted in
         Canada;

         "Pro Rata Basis" means the proportion that the number of participating
         and voting Shares held by each Shareholder bears to the total number of
         outstanding voting and participating Shares, in both cases on a
         non-diluted basis;

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                                      -8-


         "Related Party" with respect to another Person means (i) a Person
         who/which does not deal at arm's length with this other Person or with
         any of the Persons described in subparagraphs (ii) to (vi) inclusively
         of this definition, within the meaning of the Applicable Fiscal Law;
         (ii) a Person who/which is an "associate" in relation to this other
         Person under the CANADA BUSINESS CORPORATIONS ACT; (iii) a Person in
         relation to whom/which this other Person is an "associate" under the
         CANADA BUSINESS CORPORATIONS ACT; (iv) a Subsidiary of this other
         Person; (v) a Person in relation to whom/which this other Person is a
         Subsidiary or (vi) a Person who/which is an "affiliate" of this other
         Person under the CANADA BUSINESS CORPORATIONS ACT;

         "Share" means any share of any class or series of the share capital of
         the Corporation, as the case may be;

         "Share Price" has the meaning ascribed to it in section 5.4;

         "Shareholders" means DHI, SGF Sante, Management and any other Person
         which becomes a holder of Shares of the Corporation;

         "Subscription Agreement" means the Subscription Agreement entered into
         between SGF Sante, DHI and the Corporation as of the date hereof,
         pursuant to which SGF Sante and DHI subscribed respectively for 279,930
         and 577,402 common shares of the Corporation for a total of 857,332
         common shares of the Corporation;

         "Subsidiary" means, with respect to any Person, any other Person of
         which more than 50% of the outstanding stock having ordinary voting
         power of such other Person (irrespective of whether or not, at the
         time, stock of any other class or classes of such other Person shall
         have or might have voting power by reason of the happening of any
         contingency) is at the time directly or indirectly owned by the first
         mentioned Person, or by one or more of its subsidiaries;

         "Third Party" means any Person who is neither a Shareholder, the
         Corporation, an Affiliate of the Corporation nor a Related Party of a
         Shareholder, the Corporation or an Affiliate; and

         "TSE" means the Toronto Stock Exchange;

         "$" means Canadian dollars.

1.3      EXTENDED MEANINGS. Words importing the singular number include the
         plural and vice versa and words importing the masculine gender include
         the feminine and neuter genders.

1.4      INTERPRETATION NOT AFFECTED BY HEADINGS. The division of this Agreement
         into articles and the insertion of headings are for convenience and
         reference only and shall not affect the construction or interpretation
         of this Agreement.

1.5      APPLICABLE LAW. This Agreement shall be deemed to have been made in the
         Province of Quebec and shall be interpreted in accordance with and
         governed by the laws of Quebec and the laws of Canada applicable
         therein.

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                                      -9-


1.6      FUNDS. All dollar amounts referred to in this Agreement are in lawful
         money of Canada.

1.7      CALCULATIONS. All calculations and financial documents required to be
         made or produced under or pursuant to this Agreement shall be made or
         produced in accordance with GAAP consistently applied.

1.8      SEVERABILITY. If any provision of this Agreement shall be held invalid
         or unenforceable in any jurisdiction, such invalidity or
         unenforceability shall attach only to such provision in such
         jurisdiction and shall not in any manner affect or render invalid or
         unenforceable such provision in any other jurisdiction or any other
         provision of this Agreement in any jurisdiction.

1.9      BUSINESS DAY. In the event that any action to be taken hereunder falls
         on a day which is not a Business Day, then such action shall be taken
         on the next succeeding Business Day.

1.10     PREAMBLE. The preamble forms an integral part of this Agreement.

1.11     PARAMOUNTCY. If any provision of this Agreement conflicts with the
         articles or any by-laws of the Corporation, a Subsidiary or any
         shareholders' agreement executed among any (but not all) of the Parties
         hereto dealing with any matter referred to herein, the provisions of
         this Agreement shall prevail and the Parties undertake and covenant to
         take and cause to be taken all actions necessary to amend such
         articles, by-laws or other agreement so as to eliminate any conflict.
         In particular, the Former Shareholders' Agreement is amended and
         replaced by this Agreement.

1.12     INTERVENTION. Any new shareholder of the Corporation not a Party to
         this Agreement at the date hereof, including any transferee to whom
         Shares or Convertible Securities are transferred by a Shareholder and
         any new shareholder acquiring newly issued treasury Shares or
         Convertible Securities shall, prior to being registered as a
         shareholder or security holder of the Corporation, sign a declaration,
         in the form set out in Schedule 1.12, pursuant to which he shall become
         a party to this Agreement and shall agree to be bound by the terms and
         conditions hereof to the same effect as if originally named in this
         Agreement as a party hereto; in the case of a transfer, the transferor
         shall stipulate that such obligation of the transferee is a condition
         precedent to the validity of the transfer to be made and shall notify
         the Corporation of the transfer.

                                    ARTICLE 2

                               BOARDS OF DIRECTORS

2.1      NUMBER OF DIRECTORS. The board of directors of each of the Corporation
         and any of its Subsidiaries (the "Board"), at all times, shall consist
         of 3 Directors who shall be nominated and elected in accordance with
         the provisions of this Agreement.

2.2      COMPOSITION OF THE BOARDS. DHI shall be entitled to nominate two
         representatives as members of each Board and SGF Sante shall be
         entitled to nominate one representative as a member of each Board.
         Unless either DHI or SGF Sante decides otherwise with respect to that
         part of a meeting relating specifically to his performance or to his
         remuneration,


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                                      -10-


         the president, from time to time, of the Corporation shall be entitled
         to receive notice of and attend meetings of the Boards as an observer,
         with the right to be heard and to have his views and comments minuted,
         but no right to vote.

2.3      VACANCIES. Any vacancy on a Board shall be filled to give effect to the
         scheme of representation established in section 2.2.

2.4      ELECTION. The parties hereto shall vote at all meetings of shareholders
         of the Corporation and otherwise exercise their rights and take or
         cause to be taken all measures to ensure that Directors are elected or
         appointed and maintained in office and vacancies on each Board are
         filled in conformity with the provisions of sections 2.1, 2.2 and 2.3
         hereof and, in particular, to appoint the nominee(s) designated by a
         party hereto in case of vacancy or replacement.

2.5      UNDERTAKINGS. Each Party hereto shall at all times carry out and use
         its best efforts to cause the Corporation and its Subsidiaries and, to
         the extent permitted by Applicable Law, its nominees on each Board to
         carry out the provisions of this Agreement. Each Party hereto shall
         duly and punctually do, or cause to be done, all such things, including
         without limitation, voting or causing to be voted all the shares held
         by such Party as shall be necessary or desirable to give effect to this
         Agreement.

2.6      QUORUM AT BOARD MEETINGS. The quorum at meetings of the Boards shall
         consist of a majority of the Directors in office, provided that each
         such majority must include the director nominated by SGF Sante. If a
         quorum is not reached at any meeting, that meeting may be adjourned by
         the Directors attending to a date no earlier than the third Business
         Day following the date of the original meeting date and no later than 6
         Business Days after such original meeting date, in which case, provided
         notice of such adjourned meeting has been given to all Directors as
         soon as possible, the quorum shall be constituted by the Directors
         present. Directors may attend meetings in person or by telephone.

2.7      CHAIRMAN AND CASTING VOTE. One of the Directors nominated to the Board
         by DHI shall be chosen as chairman of the Board provided such Director
         is present at the meeting and DHI continues to hold more than 50% of
         the outstanding Shares. No chairman of any meeting of a Board shall
         have a second or casting vote.

2.8      BOARD MEETINGS. Each Board shall hold meetings not less than 4 times in
         each fiscal year, the respective Board meetings taking place
         consecutively on the same day at the same place as the meeting of the
         board of directors of the Corporation, which quarterly meetings shall
         take place within 45 days of the end of each quarter of the financial
         year, except the fourth quarter when it shall take place within 75 days
         of the year end. Each Director shall be reimbursed his out-of-pocket
         expenses to attend each meeting of the Boards.

2.9      NOTICE OF BOARD MEETINGS. Notices of meetings of the Board shall be
         sent not less than 10 days in advance. They shall be accompanied by a
         brief but complete summary of all business on the agenda of the
         meeting. Not later than five days prior to the date of the


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                                      -11-


         meeting, each Director shall have received copies of all documents
         necessary or useful to allow the Directors to make an informed
         decision.

                                    ARTICLE 3

                    CONDUCT OF THE AFFAIRS OF THE CORPORATION
                              AND ITS SUBSIDIARIES

3.1      MAJOR DECISIONS. Notwithstanding any other provision of this Agreement
         but subject to section 3.3, no obligation of the Corporation will be
         binding on it, and no action will be taken by or with respect to the
         Corporation in respect of any of the matters set forth below, without
         the prior written approval of both DHI and SGF Sante; the powers of
         each of the Boards are restricted accordingly, this Agreement
         constituting a unanimous shareholders' agreement in accordance with
         subsection 146(1) CBCA:

         3.1.1        any change to the fundamental nature of the Corporation or
                      of the business it carries on from time to time, except as
                      set out in the 5-year business plan (which includes a
                      capital expenditure and financing plan (the "Capital
                      Plan")) (the "Business Plan") annexed hereto as Schedule
                      3.1.1;

         3.1.2        the approval of any amendment to the Business Plan or the
                      Capital Plan;

         3.1.3        the adoption or modification of annual operating budgets,
                      capital expenditure budgets and research and development
                      budgets of the Corporation, including, without limitation,
                      all inter-company charges among the Corporation and its
                      Affiliates, and the authorization of any derogations from
                      such budgets which, in the case of the operating or
                      capital expenditure budget, as the case may be, exceed
                      individually or in the aggregate 10% of the amounts
                      provided under the main headings of the operating budget
                      or globally under the capital expenditure budget, as the
                      case may be;

         3.1.4        the adoption or material modification of the annual
                      marketing plan of the Corporation;

         3.1.5        any amendment to the articles of the Corporation;

         3.1.6        the adoption, amendment or repeal of a by-law of the
                      Corporation;

         3.1.7        the allotment, issue, redemption or repurchase of Shares,
                      Convertible Securities or the entering into of any
                      agreement or the making of an offer or the granting of any
                      right or option which may constitute an undertaking to do
                      any of the foregoing transactions or any amendment to the
                      existing Equity Participation Plan or the adoption of a
                      new share option plan for the purchase of Shares for the
                      benefit of management or employees of the Corporation or a
                      Subsidiary of the Corporation;

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                                      -12-


         3.1.8        the voluntary liquidation, dissolution or winding-up of
                      the Corporation, its consolidation, amalgamation,
                      reorganization, association or merger with another Person,
                      or the creation of a Subsidiary of the Corporation;

         3.1.9        the filing by the Corporation of a petition in bankruptcy,
                      the Disposition of its property in favour of its creditors
                      or the filing of a proposal pursuant to any law relating
                      to insolvency or protection from creditors or the filing
                      of a compromise or an arrangement or a proposal, as well
                      as the selection of a trustee in bankruptcy, if required;

         3.1.10       the institution or contestation of any legal proceeding
                      material to the business and operations of the Corporation
                      or the settlement of any such legal proceeding (excluding,
                      in both cases, actions on accounts and lawsuits in respect
                      of the rights and obligations of the Parties pursuant to
                      this Agreement or otherwise);

         3.1.11       the approval of transactions out of the ordinary course of
                      business of the Corporation, including, without limiting
                      the generality of the foregoing, the following:

                      (a)     any sale, acquisition or lease of immovable
                              property;

                      (b)     the borrowing of money or the giving of security
                              where the total amount, in each case, exceeds,
                              singly or in the aggregate, $500,000 in any one
                              year;

                      (c)     the granting of any loan (other than those
                              contemplated in the Corporation's Equity
                              Participation Plan) or the making of any
                              investment by the Corporation or the granting of
                              any guarantee by the Corporation in favour of a
                              Third Party;

                      (d)     the Alienation or Disposition of a substantial
                              part of the assets of the Corporation or the
                              granting by the Corporation of an option to the
                              same effect;

                      (e)     the acquisition of capital assets where the total
                              consideration of the capital project as a whole
                              exceeds $500,000;

                      (f)     the acquisition of an interest in another
                              corporation, partnership, firm or business;

         3.1.12       the entering into, modification or termination of any
                      contract for the purchase of raw materials or the sale of
                      products where the term of such contract, including any
                      renewal options in favour of the other party, exceeds
                      three years or where the total consideration thereunder
                      exceeds $5,000,000 and the entering into, modification or
                      termination of any material technological transfer or
                      material licensing agreement;

<Page>
                                      -13-


         3.1.13       the approval of, modification or termination of any
                      agreements or other arrangements ("Inter-company
                      Arrangements") between the Corporation and a Person which
                      is a Related Party to the Corporation; such Inter-company
                      Arrangements must be reflected in writing;

         3.1.14       the approval of the annual audited consolidated and
                      non-consolidated financial statements of the Corporation;

         3.1.15       the annual appointment or the hiring of the president or
                      the hiring of any management employee reporting directly
                      to the president;

         3.1.16       the adoption, replacement, repeal or modification of any
                      remuneration policy and the payment of any remuneration
                      which is not in accordance with such a duly adopted
                      policy; for the purposes of this subsection, the
                      expression "remuneration" includes any Directors' fees and
                      tokens;

         3.1.17       the repeal of or modification to the delegation of
                      authority by the Board to officers and other management of
                      the Corporation as set out in Schedule 3.1.17;

         3.1.18       any decision to change the date of the end of the
                      financial year of the Corporation from December 31 of each
                      year to another date.

         Unless DHI and SGF Sante have otherwise given their express written
         consent, in order to obtain the prior written consent required under
         this section 3.1, the Chief Executive Officer of the Corporation shall
         send to each of DHI and SGF Sante a notice describing the decision or
         action requiring its consent and the date at which such consent must be
         given along with all the documentation necessary to make a decision
         (the "Notice"). To indicate their consent or refusal, DHI and SGF Sante
         must notify the Corporation within 10 days following the receipt of the
         Notice of their consent or refusal (the "Reply Notice"). If the
         Corporation has not received Reply Notices within the aforementioned
         delay, DHI or SGF Sante, as the case may be, shall be deemed not to
         have consented to the request of the Corporation. In the event of an
         emergency, the aforementioned delay shall be three Business Days and
         the Notice shall set forth the nature of the emergency.

3.2      DISAGREEMENT. In the event DHI and SGF Sante do not agree on a matter
         listed in section 3.1 above, the STATUS QUO will prevail until the
         dispute is resolved by agreement between them. Only those matters
         referred to in subsections 3.1.10, 3.1.13 and 3.1.14 may, if one of DHI
         or SGF Sante considers that it would not be in the best interests of
         the Corporation to allow the STATUS QUO to prevail, be submitted to
         arbitration in accordance with the provisions of this Agreement. In
         rendering a decision with respect to any such matter, the arbitrator(s)
         shall only consider the best interests of the Corporation.

3.3      INTER-COMPANY ARRANGEMENTS. Prior to the making of any Inter-company
         Arrangement involving the Corporation, the nature of the contract, the
         parties thereto and any Person receiving any commission or
         consideration in respect of the proposed contract shall be fully
         disclosed to DHI and SGF Sante and each Party shall disclose to DHI and
         SGF Sante any material interest in the proposed contract or the
         identity of any Related Party or


<Page>
                                      -14-


         any Third Party who would receive any commission or consideration in
         respect thereof. The consent of the Shareholder with an interest in any
         such Related Party shall not be required in respect of any resolution
         relating thereto, and no representative of any such interested
         Shareholder on a Board shall be entitled to vote in respect of any
         resolution relating thereto. Subject to section 3.4, the determination
         of the rights to be asserted and course of action to be taken by the
         Corporation, if any, with respect to an Inter-company Arrangement,
         shall be made without the participation, approval or consent of any
         Shareholder having a direct or indirect interest in such Related Party,
         and the Directors and other Shareholder in making any determination
         with respect thereto shall act strictly in the best interests of the
         Corporation.

3.4      INTER-COMPANY REVIEW COMMITTEE. Notwithstanding section 3.2 and
         notwithstanding the fact that Inter-company Arrangements may contain
         provisions for the resolution of disputes by arbitration, prior to
         submitting any dispute to arbitration, any dispute regarding an
         Inter-company Arrangement shall first be referred to an inter-company
         review committee. Such committee will be composed of one Director of
         the Corporation nominated by DHI, one Director of the Corporation
         nominated by SGF Sante, the president from time to time of the
         Corporation and one representative of the Related Party who/which is
         the other party to the arrangement. The committee will only have the
         power and authority to recommend a course of action to the Board of the
         Corporation.

3.5      REPORTS. A report listing all inter-company charges among the
         Corporation and its Related Parties for the immediately preceding
         financial year shall be presented annually to the Board for
         ratification no later than the 60th day following the end of the
         financial year. Such report shall include (i) the names of all
         employees of the Corporation who provided services to a Related Party
         of the Corporation and a description of the nature and extent of such
         services and charges therefor, and (ii) details of all transfers of
         funds between the Corporation and Persons who/which are Related Parties
         thereto, including their purpose and amounts.

3.6      REIMBURSEMENT OF ADVANCES. Notwithstanding the foregoing, it is
         expressly agreed that the Corporation is authorized to enter into and
         perform the secured convertible loan agreement dated as of the date
         hereof for the aggregate capital amount of $9,139,335 as well as the
         additional share subscriptions and secured convertible loan
         contemplated by Article 2 of the Subscription Agreement and such
         convertible loan agreement, respectively, including, without
         limitation, the issue of Shares upon conversion of the secured
         convertible loan.

3.7      APPLICATION TO SUBSIDIARIES. This Article 3 except for section 3.6,
         shall apply MUTATIS MUTANDIS to the conduct of the affairs and business
         of each Subsidiary of the Corporation.

3.8      LEGEND. The share certificates or, if applicable, the Convertible
         Securities certificates issued or to be issued by the Corporation and
         its Subsidiaries shall bear a legend that the shares or, if applicable,
         the convertible securities evidenced thereby, are subject to the terms
         and conditions of a unanimous shareholders' agreement and that these
         shares or, if applicable, these convertible securities, cannot be
         Disposed of or Alienated except in accordance with the provisions of
         this Agreement.

<Page>
                                      -15-


                                    ARTICLE 4

                             SHAREHOLDERS' MEETINGS

4.1      QUORUM. The quorum at meetings of the Shareholders shall consist of
         Shareholders present, in person or by proxy, representing not less than
         51% of the issued and outstanding Shares entitled to vote at such
         meeting provided that such Shareholders present, in person or by proxy,
         include each of DHI and SGF Sante. If a quorum is not reached at such
         meeting, that meeting may be adjourned by the Shareholders attending to
         a date no earlier than the third Business Day following the date of the
         original meeting date and no later than 6 Business Days after such
         original meeting date, in which case, provided notice of such adjourned
         meeting has been given to all Shareholders as soon as possible, the
         quorum shall be constituted by the Shareholders present.

4.2      MEETINGS. There shall be a Shareholders' meeting at the head office of
         the Corporation at least once a year. The chairman of the Board of DPI
         shall chair the meeting provided DHI is present and continues to hold
         more than 50% of the outstanding Shares.

4.3      NOTICES OF MEETING. Notices of meetings of the Shareholders shall be
         sent not less than 10 days in advance, each Shareholder hereby waiving
         its right to the longer notice period provided by Applicable Law. All
         notices of meetings of the Shareholders shall be accompanied by a brief
         but complete summary of all business on the agenda of the meeting. Not
         later than five days prior to the date of the meeting, each Shareholder
         shall have received copies of all documents necessary or useful to
         allow the Shareholders to make an informed decision.

4.4      AUDITORS. The appointment of Auditors shall require the approval of
         both DHI and SGF Sante. In the absence of agreement between them, the
         provisions of section 3.2 shall apply MUTATIS MUTANDIS.

4.5      BY-LAWS. The Shareholders shall, to the extent necessary or
         appropriate, adopt or cause to be adopted a By-law of the Corporation
         and of each of its Subsidiaries to give effect to the provisions of
         this Agreement.

                                    ARTICLE 5

                              ADDITIONAL FINANCING

5.1      NO FURTHER FINANCING. Except as provided in the Subscription Agreement,
         no Shareholder shall be required to invest additional funds in the
         Corporation.

5.2      PARTICIPATION RIGHTS. In the event an injection of funds in the
         Corporation becomes necessary in order to prevent cessation or material
         curtailment of its activities, including, without limitation, in order
         to prevent the Corporation being in default under its material
         agreements (including pursuant to financial covenants), to prevent a
         petition in bankruptcy being filed against the Corporation or to
         prevent a seizure of a substantive portion of its assets, and provided
         the Corporation has exhausted all other avenues and recourses and no
         sources of conventional financing are available. As soon as this

<Page>
                                      -16-


         situation becomes apparent to either DHI or SGF Sante, either of them
         shall immediately advise the other and the Corporation of the situation
         notifying each of the amount of financing required ("Capital Amount").
         DHI and SGF Sante shall thereupon have the right to make such amounts
         available to the Corporation in the proportion that the number of
         voting and participating Shares held by each is to the total number of
         outstanding voting and participating Shares held by both (the
         "Participation Right") as follows. Subject to the eventual exercise of
         the Participation Rights and Additional Rights in accordance with the
         following, either DHI or SGF Sante may advance all or part of the
         Capital Amount to the Corporation to provide emergency funds as
         required (the "Emergency Advance"), on the same conditions as the Loan,
         such Emergency Advance to be reimbursed in part and/or converted into
         an Equity Investment and/or Loan, as the case may be, in accordance
         with the following.

5.3      NOTICE. To allow the exercise of the rights set forth in section 5.2
         above, either of DHI or SGF Sante shall give to the other a written
         notice which shall refer to (i) the Capital Amount the Corporation
         requires and (ii) the amount of each such Participation Right.

5.4      PERIOD FOR EXERCISE OF PARTICIPATION RIGHTS. If DHI and SGF Sante wish
         to exercise their respective Participation Right in full, they shall,
         within 45 days of the receipt of the notice set out in section 5.3,
         advise each other and the Corporation of such intention, in writing,
         and within the expiry of such 45-day period, subject to section 5.6,
         invest the full amount of their Participation Right in equity voting
         shares of the Corporation at a price per share determined in accordance
         with section 5.7 (the "Share Price").

5.5      ADDITIONAL RIGHTS. In the event either DHI or SGF Sante does not
         exercise its Participation Right in full in accordance with section 5.4
         (either a "Non-Participating Shareholder" or a "Partly-Participating
         Shareholder", as the case may be), the Corporation shall immediately
         send a notice to the other Shareholder if the latter has advised the
         Corporation of its intention to exercise its Participation Rights in
         full (the "Fully-Participating Shareholder") setting out the balance of
         the Capital Amount remaining unsubscribed. The Fully-Participating
         Shareholder shall then have the additional right (the "Additional
         Right") to make such balance available to the Corporation. The
         Fully-Participating Shareholder that wishes to exercise its Additional
         Rights shall do so by sending a written notice to the Corporation
         within five days of its receipt of the above notice from the
         Corporation indicating the maximum amount it is willing to advance to
         the Corporation on account of its Additional Rights.

5.6      EQUITY INVESTMENT AND LOAN. Following the exercise of the Participation
         Rights and the Additional Rights, DHI and SGF Sante, as the case may
         be, shall thereupon immediately:

         5.6.1        if they are both Fully-Participating Shareholders, invest
                      the whole of their Participation Rights by subscribing for
                      voting and participating Shares at a price per Share equal
                      to the Share Price (the "Equity Investment");

         5.6.2        if one is a Partly-Participating Shareholder and the other
                      is a Fully-Participating Shareholder, the
                      Partly-Participating Shareholder shall invest the whole of
                      the amount which it has agreed to invest by way of an
                      Equity


<Page>
                                      -17-


                      Investment, and the Fully-Participating Shareholder
                      shall (i) invest the proportion of its Participation
                      Rights determined in section 5.9 by way of an Equity
                      Investment, and (ii) advance the balance of its
                      Participation Rights and, as the case may be, its
                      Additional Rights to the Corporation (the "Loan") as a
                      loan with the terms and conditions set out in Schedule
                      5.6.2; or

         5.6.3        if one is a Non-Participating Shareholder, the other shall
                      invest the whole of the amount which it has agreed to
                      invest by way of a Loan,

         provided that neither shall be obliged to make any investment hereunder
         unless the whole of the Capital Amount shall be made available to the
         Corporation as a result of the exercise of the Participation Rights and
         Additional Rights. Any amount owing on account of capital and interest
         pursuant to an Emergency Advance shall be converted into such Equity
         Investment and/or Loan and the portion of an Emergency Advance not so
         converted shall thereupon be reimbursed to the lender with interest.

5.7      SHARE PRICE. The Share Price shall be equal to the Fair Market Value of
         the Shares on the date of the notice set out in section 5.3 and the
         Corporation shall immediately give the notice provided in the
         definition of "Fair Market Value" in Article 1 of this Agreement.

5.8      ISSUE OF SHARES. All the Shares subscribed pursuant to sections 5.4 and
         5.6 above shall be fully paid and non-assessable upon their issue by
         the Corporation, which shall take place immediately following the
         establishment of the Share Price and, provided the Corporation shall
         have received their subscription price in full within the period
         provided in each said section, the Corporation shall remit to the
         Shareholders a certificate representing the Shares they subscribed for.

5.9      AMOUNT OF EQUITY INVESTMENTS. The proportion of the Participation
         Rights to be invested in the Equity Investment in accordance with
         subsection 5.6.2 shall be determined pursuant to the following formula:

                             A
                           -----
                             B
         where:

                  A =      the amount of the Participation Rights which are
                           exercised by the Partly-Participating Shareholder

                  B =      the total Participation Rights of the
                           Partly-Participating Shareholder.

5.10     RIGHTS OF MANAGEMENT SHAREHOLDERS. In the event that amounts have been
         invested in the Corporation by way of an Equity Investment or Loan in
         accordance with the foregoing, each of the Management Shareholders
         shall be entitled to acquire from each of DHI and SGF Sante the portion
         of their respective Equity Investment and Loan determined in accordance
         with the following formula at a price equal to their cost:

                  Q x R x S
<Page>
                                      -18-


         where:

                  Q =      the percentage of Shares held by the Management
                           Shareholder on a Pro Rata Basis immediately before
                           the Equity Investment and Loan

                  R =      the aggregate Equity Investment and Loan of both DHI
                           and SGF Sante

                  S =      the proportion the number of Shares held by either
                           DHI or SGF Sante, as the case may be, immediately
                           before the Equity Investment and Loan bore to the
                           total number of Shares held by DHI and SGF Sante
                           together immediately before the Equity Investment and
                           Loan.

         Such acquisition rights shall be exercised within 30 days of the
         completion of the Equity Investment and Loan by written notice to each
         of DHI and SGF Sante accompanied by payment in full. It is expressly
         agreed that the rights under this section 5.10 replace the pre-emptive
         rights provided for in the Equity Participation Plan which would
         otherwise have been available in respect of the Equity Investment.

                                    ARTICLE 6

                      RESTRICTIONS ON DISPOSITION OF SHARES
                           AND RIGHTS OF FIRST REFUSAL

6.1      GENERAL RESTRICTION ON DISPOSITION. Except as expressly provided in
         this Agreement, the Shareholders shall not Encumber or Dispose of their
         Shares or Convertible Securities without the previous written consent
         of DHI and SGF Sante, which may be arbitrarily withheld.

6.2      MERCK FROSST AGREEMENT. Nothing in this Agreement shall be interpreted
         or applied so as to modify or limit in any way the rights granted to
         Merck Frosst Canada Inc. under the Merck Frosst Agreement, it being
         expressly agreed that such rights prevail over the rights of the
         Parties under this Agreement.

6.3      EQUITY PARTICIPATION PLAN. The Parties expressly acknowledge that the
         Management Shareholders benefit from certain rights (including
         piggy-back rights in certain cases) and are subject to certain
         obligations (including drag along obligations in certain cases) under
         provisions of the Equity Participation Plan and agree to be bound by
         such provisions and, to the extent applicable, to carry out any
         obligations incumbent on a Party pursuant to such provisions (including
         the obligation to give notice to Management Shareholders of certain
         Dispositions of Shares, as the case may be). To the extent necessary,
         the provisions of this Agreement shall be interpreted and applied so as
         to give effect to such rights and obligations. In the case of an
         irreconcilable inconsistency between the provisions of the Equity
         Participation Plan and the provisions of this Agreement, the latter
         shall prevail.

6.4      RIGHT OF FIRST OPPORTUNITY. Subject to section 6.5 if, at any time
         after December 31, 2002, either of DHI or SGF Sante (the "Seller")
         wishes to Dispose of all and not less than


<Page>
                                      -19-


         all of its Shares and Convertible Securities (the "Offered Shares") to
         a Third Party, it first shall offer to the other (the "Offeree") an
         opportunity to purchase such Shares and Convertible Securities in
         accordance with the following provisions:

         6.4.1        the Seller first shall give the Offeree an opportunity to
                      purchase all of the Offered Shares at a price in cash to
                      be stipulated by the Seller in a written notice ("Notice
                      of Intent") to be given to the Offeree.

         6.4.2        Within 90 days of receipt of the Notice of Intent, the
                      Offeree shall give the Seller written notice of its
                      acceptance of the offer to purchase all of the Offered
                      Shares ("Notice of Acceptance") or written notice of its
                      refusal of the said offer ("Notice of Refusal"). In the
                      event that the Offeree fails to give either of the notices
                      contemplated in this paragraph within the prescribed
                      delays, it shall be deemed to have given a Notice of
                      Refusal.

         6.4.3        In the event that the Offeree gives a Notice of
                      Acceptance, the purchase of the Offered Shares shall take
                      place on the 3rd day following receipt of the Notice of
                      Acceptance at 10:00 A.M. Montreal time at the registered
                      office of the Corporation or such other date, time and
                      place as may be agreed in writing by the Seller and the
                      Offeree (the "Closing").

         6.4.4        In the event that the Offeree gives a Notice of Refusal or
                      is deemed to have given a Notice of Refusal, the Seller
                      may Dispose of all and not less than all of the Offered
                      Shares to a Third Party:

                      (a)     for a consideration not less than 75% of which
                              consists of cash and not more than 25% of which
                              consists of Acceptable Securities, provided the
                              cash equivalent of the aggregate of such
                              consideration is not less than 90% of the price
                              stipulated in the Notice of Intent; for such
                              purposes, the cash equivalent of any Acceptable
                              Securities included as part of the consideration
                              shall be equal to their Market Price at the time
                              of the Third-Party Closing under subsection 6.4.5;

                      (b)     and on terms no more favourable to the Third Party
                              than those offered to the Offeree.

         6.4.5        The Seller shall not Dispose of the Offered Shares to a
                      Third Party unless:

                      (a)     the sale to the Third Party takes place and is
                              completed within six months of receipt of Notice
                              of Refusal or the date upon which Notice of
                              Refusal was deemed to have been given (the
                              "Third-Party Closing");

                      (b)     the consideration and terms of the sale respect
                              the provisions of subsection 6.4.4; and

                      (c)     the Third Party becomes a party to this Agreement
                              and agrees and undertakes to respect and be bound
                              by its provisions.

<Page>
                                      -20-

6.5      RIGHT OF FIRST REFUSAL. If at any time after December 31, 2002 either
         of DHI or SGF Sante (the "Seller") wishes to Dispose of all and not
         less than all of the Shares and Convertible Securities to a Third Party
         pursuant to a Good Faith Offer (the "Offered Shares"), it first shall
         offer to the other (the "Offeree") an opportunity to purchase such
         Shares and Convertible Securities in accordance with the following
         provisions:

         6.5.1        The Seller first shall give the Offeree an opportunity to
                      purchase all of the Offered Shares for the consideration
                      stipulated in the Good Faith Offer by written notice
                      ("Notice of Intent") to the Offeree accompanied by a copy
                      of the Good Faith Offer.

         6.5.2        Within 90 days of receipt of the Notice of Intent, the
                      Offeree shall give the Seller written notice of its
                      acceptance of the offer to purchase the Offered Shares
                      ("Notice of Acceptance") or written notice of its refusal
                      of the said offer ("Notice of Refusal"). In the event that
                      the Offeree fails to give either of the notices
                      contemplated in this paragraph within the prescribed
                      delays, it shall be deemed to have given a Notice of
                      Refusal.

         6.5.3        In the event that the Offeree gives a Notice of Acceptance
                      for all of the Offered Shares, the purchase of the Offered
                      Shares shall take place on the 3rd day following receipt
                      of the Notice of Acceptance at 10:00 A.M. Montreal time at
                      the registered office of the Corporation or such other
                      date, time and place as may be agreed in writing by the
                      Seller and the Offeree (the "Closing").

         6.5.4        In the event that the Offeree gives a Notice of Refusal or
                      is deemed to have given a Notice of Refusal, the Seller
                      may Dispose of all and not less than all of the Offered
                      Shares to the Third Party pursuant to the Good Faith Offer
                      for the consideration and on terms no more favourable to
                      the Third Party than those set out in the Good Faith
                      Offer.

         6.5.5        The Seller shall not Dispose of the Offered Shares to a
                      Third Party pursuant to the Good Faith Order unless:

                      (a)     the sale to the Third Party takes place and is
                              completed within 120 days of receipt of Notice of
                              Refusal or the date upon which Notice of Refusal
                              was deemed to have been given (the "Third-Party
                              Closing");

                      (b)     the consideration and terms of the sale respect
                              the provisions of subsection 6.5.4; and

                      (c)     the Third Party becomes a party to this Agreement
                              and agrees and undertakes to respect and be bound
                              by its provisions.

6.6      EXCEPTION IN FAVOUR OF SGF SANTE. The provisions of sections 6.1, 6.4
         and 6.5 shall not apply to any Disposition by SGF Sante to any other
         entity ultimately controlled by the government of the province of
         Quebec provided the acquiror agrees and undertakes to respect and be
         bound by the provisions of this Agreement.

<Page>
                                      -21-

6.7      GENERAL EXCEPTION. The provisions of sections 6.1, 6.4 and 6.5 shall
         not be applicable if a Shareholder Disposes of or Alienates all or part
         of the Shares or Convertible Securities, if any, he/it holds, and the
         Directors shall authorize (or, for further clarity, the Shareholders
         shall cause any of their representatives acting as Directors to
         authorize) the said Disposition or Alienation notwithstanding any other
         provisions in the articles or by-laws of the Corporation (other than
         those necessary for the maintenance of its closed company status within
         the meaning of the SECURITIES ACT (Quebec)), the whole without prior
         authorization from the other Shareholders, provided that this
         Disposition or Alienation be made to, or in favour of, a Person
         wholly-owned by such Shareholder or in respect of which such
         Shareholder holds the entirety of beneficial interest in or in favour
         of a Person by whom or by which the Shareholder is wholly-owned, in all
         cases, subject to the following conditions:

         6.7.1        that the assignee (i) confirm to the other Shareholders
                      and to the Corporation its irrevocable consent to be bound
                      by the provisions of this Agreement by transmitting to
                      them an intervention duly executed, (ii) succeed this
                      Shareholder in all its rights, benefits, obligations and
                      responsibilities under this Agreement and (iii) be
                      substituted for this Shareholder as completely as if the
                      assignee were named in each provision of this Agreement
                      and undertake not to issue shares of its share capital or
                      Convertible Securities to a Person other than the assignor
                      without the prior written consent of the other
                      Shareholders, which consent may be given or refused at
                      their entire discretion;

         6.7.2        that the Shares and Convertible Securities, if any, thus
                      Disposed of or Alienated remain subject to the provisions
                      of this Agreement in the hands of the said assignee;

         6.7.3        that the Shareholder remain bound by this Agreement and
                      undertake not to Dispose of or Alienate all or any part of
                      the Shares of the assignee that it will hold without
                      having obtained the prior written consent of the other
                      Shareholders, which consent may be given or refused at
                      their entire discretion.

                                    ARTICLE 7

                                PIGGY-BACK RIGHTS

7.1      NOTICE OF PIGGY-BACK RIGHT. If, after complying with the conditions of
         Article 6, DHI (the "Vendor") may Dispose of the Offered Shares to a
         Third Party (the "Buyer"), then the Vendor shall so notify SGF Sante
         (the "Beneficiary") and inform it of the identity of the Buyer and, in
         the case of an offer not triggered by a Good Faith Offer, the terms and
         conditions of the sale.

7.2      PIGGY-BACK RIGHT. The Beneficiary shall then be entitled (the
         "Piggy-Back Right") to require the Buyer to purchase all and not less
         than all of the Beneficiary's Shares and Convertible Securities, as the
         case may be, (the "Piggy-Back Securities").

<Page>
                                      -22-


7.3      CONDITIONS. The purchase by the Buyer of the Piggy-Back Securities
         shall be made for the same consideration, on the same terms and in full
         compliance with the terms and conditions of the sale by the Vendor.

7.4      EXERCISE OF PIGGY-BACK RIGHT. The Beneficiary must exercise its
         Piggy-Back Right by giving notice to the Vendor (indicating the
         Piggy-Back Securities) within 20 days following receipt of the notice
         transmitted under section 7.1, failing which the Beneficiary, as the
         case may be, shall be deemed to have waived its Piggy-Back Right.

7.5      DISPOSITION OF PIGGY-BACK SECURITIES. The Vendor may Dispose of the
         Offered Shares to the Buyer only on the condition that the Buyer
         purchase the Piggy-Back Securities at the same time as it purchases the
         Offered Shares for the same consideration, on the same terms and in
         full compliance with the terms and conditions of the sale by the
         Vendor.

7.6      EXPIRY OF PERIOD. If the Disposition to the Buyer in accordance with
         these provisions is not completed within the delay provided in Article
         6, the Vendor may no longer Dispose of the Offered Shares to the Buyer
         and, if it still wishes to Dispose of them, must re-offer them in
         accordance with Article 6 and Article 7.

                                    ARTICLE 8

                    PUT AND CALL OF SHARES OF THE CORPORATION

8.1      PUT AND CALL. At any time after February 18, 2005, subject to the
         provisions of section 8.10:

         8.1.1        SGF Sante may, from time to time, require DHI to purchase
                      from it (the "Put"), all and not less than all of the
                      Shares and Convertible Securities of the Corporation owned
                      by SGF Sante (the "Put Shares"); and

         8.1.2        subject further to the provisions of section 8.4, DHI may,
                      from time to time, require SGF Sante to sell to it (the
                      "Call") all and not less than all of the Shares and
                      Convertible Securities of the Corporation owned by SGF
                      Sante (the "Call Shares"),

         at a price equal to the Fair Market Value thereof as of the date of the
         giving of the Put Notice or Call Notice, as the case may be, described
         in section 8.2.

8.2      NOTICE. SGF Sante shall exercise the Put by giving a written notice
         (the "Put Notice") to DHI of its intent to do so, accompanied by the
         notice referred to in the definition of Fair Market Value in Article 1.
         DHI shall exercise the Call by giving a written notice (the "Call
         Notice") to SGF Sante of its intent to do so, accompanied by the notice
         referred to in the definition of Fair Market Value in Article 1.

8.3      OVERRIDE. In the event of the exercise of the Put, DHI may, at its sole
         option and notwithstanding section 8.4, within five days of the receipt
         of the Put Notice, exercise the Call, in which case the Call shall
         override the Put and the Put Notice shall be considered to have been
         withdrawn.

<Page>
                                      -23-


8.4      CONDITIONS OF EXERCISE OF THE CALL. Notwithstanding section 8.1, DHI
         shall not be entitled to exercise the Call unless:

         8.4.1        sales of the Corporation on a consolidated basis for the
                      four consecutive completed fiscal quarters immediately
                      preceding the date of the giving of the Call Notice equal
                      or exceed $42,000,000; and

         8.4.2        the retained earnings of the Corporation on a consolidated
                      basis as at the end of the quarter immediately preceding
                      the date of the giving of the Call Notice equal or exceed
                      $4,000,000.

8.5      PAYMENT TERMS. Payment of the Fair Market Value of the Put Shares and
         the Call Shares, as the case may be, may be made by any combination, at
         DHI's sole discretion, of cash and newly issued, fully-paid common
         shares of DHI listed on the TSE provided that the portion of the price
         payable by way of the issue of common shares of DHI shall not exceed
         40% of the total purchase price for the Put Shares and Call Shares, as
         the case may be. For such purposes, the common shares of DHI shall have
         a value equal to their Market Price as at the date of the giving of the
         Put Notice or Call Notice, as the case may be, and must be freely
         tradeable in Canada within 60 days of their issue.

8.6      SPECIAL CALL. At any time after February 18, 2001, DHI may, from time
         to time, require SGF Sante to sell to it (the "Special Call") all and
         not less than all of the Shares and Convertible Securities of the
         Corporation owned by SGF Sante (the "Special Call Shares") at a price
         determined in accordance with section 8.9 (the "Special Call Price").

8.7      SPECIAL CALL NOTICE. DHI shall exercise the Special Call by giving a
         written notice (the "Special Call Notice") to SGF Sante of its intent
         to do so, accompanied by the notice referred to in the definition of
         Fair Market Value in Article 1.

8.8      PAYMENT OF SPECIAL CALL PRICE. The Payment of the Special Call Price
         shall be made in cash only.

8.9      SPECIAL CALL PRICE. The price of the Special Call Shares shall be equal
         to the greater of:

         8.9.1        the Fair Market Value thereof as of the date of the giving
                      of the Special Call Notice plus a premium equal to 10% of
                      such Fair Market Value; and

         8.9.2        the amount which would provide SGF Sante with a 25%,
                      pre-tax, annual compound rate of return on all sums
                      invested by SGF Sante in the Corporation, calculated from
                      the date of such investment(s) to the closing pursuant to
                      section 8.11, together with a reimbursement of all such
                      investment(s).

8.10     CHANGE OF CONTROL PROVISIONS.

         8.10.1       For the purposes of this Article 8, a "Non-Recommended
                      Change of Control of DHI" means any transaction whereby
                      shares of DHI representing more than 75% of the total
                      outstanding voting rights attached to shares of DHI are

<Page>
                                      -24-

                      ultimately acquired, directly or indirectly, by any Person
                      or group of Related Parties without majority approval by
                      the board of directors of DHI;

         8.10.2       For the purposes of this Article 8, a "Change of Control
                      of SGF Sante" means any transaction whereby Control of SGF
                      Sante is ultimately acquired, directly or indirectly, by
                      any one other than the Government of Quebec;

         8.10.3       In the event of a Non-Recommended Change of Control of
                      DHI, SGF Sante's Put, as described above, would become
                      immediately exercisable, notwithstanding the delay set out
                      in section 8.1, for a period of 60 days immediately
                      following such Non-Recommended Change of Control of DHI;

         8.10.4       In the event of a Change of Control of SGF Sante, DHI's
                      Call, as described above, would become immediately
                      exercisable, notwithstanding the delay set out in section
                      8.1, for a period of 60 days immediately following such
                      Change of Control of SGF Sante and it would not be subject
                      to the provisions of section 8.4.

         For greater certainty, the respective rights of DHI and SGF Sante
         pursuant to sections 8.1 and 8.6 remain in full force and effect
         notwithstanding any failure to exercise rights pursuant to subsections
         8.10.3 or 8.10.4.

8.11     CLOSING. The purchase of the Put Shares, the Call Shares or the Special
         Call Shares, as the case may be, by DHI shall take place on the 3rd
         Business Day following the determination of the Fair Market Value, at
         10:00 A.M., Montreal time, at the registered office of the Corporation
         or such other date, time and place as may be agreed in writing by SGF
         Sante and DHI.

                                    ARTICLE 9

                                 NON-COMPETITION

9.1      NON-COMPETITION COVENANTS. Each of DHI and SGF Sante undertakes in
         favour of the other Shareholders, the Corporation and its Subsidiaries
         for so long as they or any Person which is a Related Party of any of
         them remains a Shareholder of the Corporation whether directly or
         indirectly, alone or in partnership or in association or jointly with
         any other Person, as principal, agent, shareholder, lender, guarantor,
         employee, partner, consultant or subcontractor or in any other manner,
         not to:

         9.1.1        have an interest, direct or indirect, which enables it to
                      exercise Control and direction over any commercial
                      activities which include the manufacture of sterile
                      biopharmaceutical products or lyophilics in North America
                      (the "Activities"); or

         9.1.2        solicit, interfere or endeavor to direct or entice away
                      from the Corporation or its Subsidiaries any customer,
                      client, supplier or any Persons in the habit of dealing
                      with the Corporation or its Subsidiaries on the relevant
                      date or other customers, clients, suppliers or Person,
                      approached by the Corporation or its


<Page>
                                      -25-


                      Subsidiaries during the year preceding the end of such
                      Shareholder's relationship with the Corporation or its
                      Subsidiaries; or

         9.1.3        encourage any employee, consultant, officer or Director of
                      the Corporation or its Subsidiaries or of a Person
                      offering management services to the Corporation or its
                      Subsidiaries to leave the Corporation or employ or solicit
                      for employment any employee, consultant, officer or
                      Director who is at the time of employment or solicitation
                      employed or rendered services to the Corporation, its
                      Subsidiaries or to a Person offering management services
                      to the Corporation or its Subsidiaries.

9.2      EXTRAORDINARY REMEDIES. Each of DHI and SGF Sante acknowledges that its
         failure to respect its commitments and obligations set out in section
         9.1 would cause the Corporation and its Subsidiaries sufficient
         prejudice to justify, in addition to the consequences contemplated in
         Article 9, recourse to the remedies of injunction and seizure before
         judgment.

9.3      REASONABLE SCOPE. Each of DHI and SGF Sante recognizes that the
         restrictions contemplated in section 9.1 are reasonable and valid,
         particularly with regard to their duration, their extent and the
         Persons contemplated thereby, and that these restrictions are essential
         in order to enable the Corporation and its Subsidiaries to protect
         their position adequately in the field where they carry on business,
         operate or pursue their activities and therefore exempts DHI and SGF
         Sante, the Corporation and its Subsidiaries from establishing the
         validity of these restrictions before any arbitration board or other
         court.

9.4      MANAGEMENT UNDERTAKINGS. Each of Gorham, Barkat and Sauvageau
         undertakes in favour of the other Shareholders, the Corporation and its
         Subsidiaries to respect the non-compete and non-solicitation
         obligations incumbent on them pursuant to their respective employment
         contracts with the Corporation, copies of which are attached as
         Schedule 9.4, as if such obligations were incorporated in this
         Agreement.

9.5      LIMITATION OF SCOPE. The Parties acknowledge that if the extent of any
         restriction contained in this Article 9 is judged to be unreasonable,
         which is not the opinion of the Parties on the date hereof, such a
         restriction shall then be applicable up to the maximum permitted by the
         Applicable Law and the Parties hereby agree and accept that the extent
         of this restriction may be modified accordingly by any arbitration
         board or other court within the context of any procedure to enforce and
         give effect to such restriction.

                                   ARTICLE 10

                                CONFIDENTIALITY

10.1     The Shareholders agree, as long as such information or knowledge is not
         part of the public domain or required to be disclosed in accordance
         with Applicable Laws, not to disclose, publish or reveal in any manner
         whatsoever and to whomever (except to duly authorized representatives,
         agents, advisers and professionals employed by them or hired in
         connection with their activities as Parties to this Agreement), any
         information or


<Page>
                                      -26-

         knowledge which is valuable to the Corporation, secret and confidential
         concerning the business operated by the Corporation or its
         Subsidiaries, including, without limiting the generality of the
         foregoing, trade secrets, inventions, software, computer programs,
         patents, licences, manufacturing processes, know-how, customer lists or
         contracts of the Corporation or its Subsidiaries, the Shareholders and
         the Shareholders hereby expressly acknowledging that such trade
         secrets, inventions, software, computer programs, patents, licences,
         manufacturing processes, know-how, customer lists or contracts and all
         other information which are valuable to the Corporation, secret and
         confidential concerning the business operated by the Corporation or its
         Subsidiaries have been disclosed to them on a confidential basis.

                                   ARTICLE 11

                                  ARBITRATION

11.1     CHOICE OF ARBITRATION. Subject to section 11.11 below, any claim
         arising in respect of the present Agreement which is challenged, any
         controversy or dispute regarding the execution of the present
         Agreement, including its annulment, as well as any dispute with regard
         to the interpretation or application of the present Agreement must be
         submitted to arbitration to the exclusion of the courts, the whole in
         accordance with the procedure hereinafter established.

11.2     NOTICE TO ARBITRATE. Any party or parties to the present Agreement
         wishing to submit a claim, conflict, dispute or disagreement
         (collectively a "Dispute") to arbitration must forward to the other
         parties to the Dispute a written notice (hereinafter referred to as
         "Notice to Arbitrate"), containing a reasonably detailed description of
         the claim, conflict, dispute or disagreement and the nomination of an
         arbitrator.

11.3     CHOICE OF SECOND ARBITRATOR. Within 10 days of the receipt of Notice to
         Arbitrate, the other party or parties involved in the Dispute shall
         name a second arbitrator and send a notice to this effect to the party
         or parties making the submission, the first-named arbitrator and to the
         second-named arbitrator; in the absence of such a notice, the
         first-named arbitrator shall be the sole arbitrator and section 11.10
         inclusively shall apply MUTATIS MUTANDIS.

11.4     CHOICE OF THIRD ARBITRATOR. The two arbitrators appointed in accordance
         with the above procedure shall, within 10 days following the
         appointment of the second arbitrator, name a third arbitrator who shall
         be a member in good standing of the Quebec Bar and will act as
         President of the Arbitration Committee; if the first two arbitrators
         fail to agree on a third arbitrator, either one or both may apply to a
         judge of the Superior Court of the Province of Quebec, District of
         Montreal, to appoint the third arbitrator.

11.5     CHOICE OF SINGLE ARBITRATOR. In order to minimize costs, the parties
         involved in any dispute may agree, in writing, to appoint a single
         arbitrator in which event a notice of such appointment shall be sent to
         the arbitrator in question; sections 11.6 to 11.10 inclusively shall
         apply MUTATIS MUTANDIS to such sole arbitrator.

<Page>
                                      -27-

11.6     HEARING AND AWARD. The hearing shall be held in Montreal. The date of
         hearing must be held within 30 days of the appointment of the third
         arbitrator. The award of the board of arbitrators must be rendered in
         writing and served to the parties within 90 days following the hearing.
         Any such award (including with respect to the payment of fees and
         disbursements related to the arbitration) which is rendered shall be
         final, binding and without appeal, and shall become executory as a
         judgement against the parties upon homologation.

11.7     PROCEDURE AND EVIDENCE. Notice shall be given by the arbitrators, in
         writing, of the time and place of any hearings except where such
         hearings are adjourned by the arbitrators in the presence of both of
         the parties hereto. In the conduct of the hearing and particularly in
         the taking of testimony or other evidence in the course thereof, the
         arbitrators shall be bound by the rules of law applying to the
         competence, relevance and materiality of witnesses and testimony in the
         courts of the Province of Quebec and the rules of procedure set out in
         the CODE OF CIVIL PROCEDURE OF QUEBEC. The arbitrators shall have full
         power and authority to permit, before or during any hearing, any
         amendment to the arbitration submission requested by the parties so
         submitting as well as any cross-demand by the other party or parties.

11.8     RESPECT OF DELAYS. In the event that the arbitration hearing is not
         held, or the arbitration award is not rendered, within the respective
         delays set out above, the arbitrators, upon the receipt of a written
         notice to this effect from any party to the arbitration, shall no
         longer have jurisdiction to decide the matter submitted to them, and
         any party may thereupon take all steps to submit the matter to
         arbitration once again pursuant to these rules of procedure.

11.9     REPLACEMENT OF ARBITRATORS. In the event that one or more of such
         arbitrators resigns, refuses to act, withdraws, dies or otherwise
         becomes unable to fulfill the duties imposed upon him, then his place
         shall be filled by the parties originally naming him or if named by the
         other arbitrators, his place shall be filled by an appointment made by
         them; if no replacement has been named within 15 days following the
         date upon which the parties were advised of such failure to act, the
         vacancy may be filled by a judge of the Superior Court of the Province
         of Quebec, District of Montreal, upon motion by one of the parties.

11.10    SUPPLETIVE PROVISIONS. The parties to these presents agree that the
         provisions presently in effect of the CODE OF CIVIL PROCEDURE OF QUEBEC
         shall receive suppletive application to any arbitration proceeding
         undertaken or held by virtue of the present agreement. In the event of
         a contradiction between the provisions of this Article 11 and the
         provisions of the aforementioned sections of the CODE OF CIVIL
         PROCEDURE OF QUEBEC, the provisions of this Article 11 shall have
         precedence.

11.11    EXCEPTIONS TO ARBITRATION. Notwithstanding the provisions of this
         Article 11, any party shall be entitled to commence procedures in a
         court of law in order to obtain injunctive or attachment relief against
         a defaulting party.

<Page>
                                      -28-

11.12    LANGUAGE. Each party to the arbitration shall be entitled to use
         English or French at its or his sole discretion. The arbitrator(s)
         shall be bilingual and able to communicate in both English and French.

                                   ARTICLE 12

                                  MISCELLANEOUS

12.1     SUCCESSORS AND PERMITTED ASSIGNS. The provisions of this Agreement
         shall, except as otherwise provided herein, enure to the benefit of and
         be binding upon the Parties hereto and their respective
         representatives, administrators, successors and permitted assigns and
         each and every person so bound shall make, execute and deliver all
         documents necessary to carry out this Agreement.

12.2     NO ASSIGNMENT. Except as set forth in sections 6.6 and 6.7, no Party
         may assign its rights or obligations under this Agreement without the
         express written consent of all other parties.

12.3     NOTICES. All communications, notices and demands required or permitted
         hereunder shall be in writing and shall be deemed to have been duly
         given upon personal delivery, including delivery by courier or
         facsimile (with proof of receipt) to the addresses set forth below:

         IF TO SGF SANTE:

                  SGF SANTE INC.
                  C/O SOCIETE GENERALE DE FINANCEMENT DU QUEBEC
                  600 de La Gauchetiere West
                  Suite 1700
                  Montreal, Quebec
                  H3B 4L8

                  Attention: The Secretary
                  Fax: (514) 395-8055

         IF TO DHI:

                  DRAXIS HEALTH INC.
                  6870 Goreway Drive
                  Mississauga, Ontario
                  L4V 1P1

                  Attention: The Secretary
                  Fax: 905-677-5494

<Page>
                                      -29-

         IF TO GORHAM:

                  Mr. Dwight Gorham
                  522 Macquet
                  L'Ile Bizard, Quebec
                  H9C 2S4

                  Fax: (514) 694-3841

         IF TO BARKAT:

                  Mr. Mohammed Barkat
                  146 MacDonald
                  Kirkland, Quebec
                  H9J 3Z3

                  Fax: (514) 694-3841

         IF TO SAUVAGEAU:

                  Mr. Michel Sauvageau
                  88 MacDonald
                  Kirkland, Quebec
                  H9J 3Z6

                  Fax: (514) 694-3841

         IF TO THE CORPORATION:

                  DRAXIS PHARMA INC.
                  16751 TransCanada Highway
                  Kirkland, Quebec
                  H9H 4J4

                  Attention: President
                  Fax: (514) 694-3841

         Each of the Parties shall be entitled to specify different or
         additional addresses by giving written notice to the other Parties in
         the manner set forth herein.

12.4     AMENDMENTS. This Agreement may be amended only by written agreement
         duly executed by all the Parties hereto.

12.5     TERMINATION.

         12.5.1       This Agreement shall cease and terminate on the occurrence
                      of any of the following events, namely:

                      (a)     the bankruptcy or receivership of the Corporation,
                              or the issue, with respect to the Corporation, by
                              the CBCA Director of a certificate of


<Page>
                                      -30-

                              dissolution pursuant to Section 211(15) and
                              Section 262 CBCA or any similar provisions enacted
                              in substitution therefor;

                      (b)     a written agreement of termination executed by all
                              the Parties hereto;

                      (c)     when and if the aggregate number of Shares and
                              Convertible Securities owned by either DHI or SGF
                              Sante or their respective successors or permitted
                              assigns represents less than 10% of the total
                              outstanding Shares and Convertible Securities; or

                      (d)     when and if the aggregate number of Shares and
                              Convertible Securities owned by DHI and SGF Sante
                              or their respective successors or permitted
                              assigns together is insufficient to enable them,
                              together, to Control the Corporation.

12.6     TIME OF ESSENCE.  Time shall be of the essence of this Agreement.

12.7     COUNTERPARTS. This Agreement may be executed in one or more
         counterparts each of which when so executed shall be deemed to be an
         original and such counterparts together shall constitute but one of the
         same instrument.

12.8     LANGUAGE. This Agreement is executed by all Parties hereto both in
         French and in English. The Parties hereto expressly agree that in case
         of any misunderstanding, conflict or controversy between them with
         respect to one of the provisions of this Agreement, the French version
         and the English version of this Agreement shall have equal value and
         neither of them shall prevail.

         IN WITNESS WHEREOF, this Agreement has been executed on the date
hereinabove first set forth.

                                  DRAXIS HEALTH INC.

                                  Per: /s/ Jim Garner
                                       ---------------------------------------
                                       Dr. Jim Garner,
                                       Senior Vice President, Finance and Chief
                                       Financial Officer


<Page>

                                      -31-

                                  SGF SANTE INC.

                                  Per: /s/ Gerald Andre
                                       ---------------------------------------
                                       Gerald Andre

                                  Per: /s/ Michel Sainte-Marie
                                       ---------------------------------------
                                       Michel Sainte-Marie


                                  DRAXIS PHARMA INC.

                                  Per: /s/ Douglas Parker
                                       ---------------------------------------
                                       Douglas Parker, Secretary

                                       /s/ Dwight Gorham
                                       ---------------------------------------
                                       Dwight Gorham

                                       /s/ Mohammed Barkat
                                       ---------------------------------------
                                       Mohammed Barkat

                                       /s/ Michel Sauvageau
                                       ---------------------------------------
                                       Michel Sauvageau