**Exhibit4.58**

**DRAXIS HEALTH INC.**

**2006 STOCK OPTION PLAN**

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**TABLE OF CONTENTS**
| ARTICLE 1 - PURPOSE OF THE PLAN | 1      |
|---------------------------------|--------|
|                            |   |
| 1.01                            |   | Purpose | 1 |
|                            |   |   |   |
| ARTICLE 2 - INTERPRETATION      | 1      |
|                            |   |
| 2.01                            |   | Definitions | 1 |
| 2.02                            |   | Extended Meanings | 3 |
|                            |   |   |   |
| ARTICLE 3 - GRANT OF OPTIONS    | 3      |
|                            |   |
| 3.01                            |   | Authority of Board | 3 |
| 3.02                            |   | Shares Reserved | 4 |
| 3.03                            |   | Eligibility | 4 |
| 3.04                            |   | Limits with Respect to Insiders | 4 |
|                            |   |   |   |
| ARTICLE 4 - TERMS OF OPTIONS    | 4      |
|                            |   |
| 4.01                            |   | Option Agreement | 4 |
| 4.02                            |   | Exercise Price | 5 |
| 4.03                            |   | Time of Exercise | 5 |
| 4.04                            |   | Expiry Date | 5 |
| 4.05                            |   | Early Expiry | 5 |
| 4.06                            |   | Non-Assignable | 6 |
| 4.07                            |   | No Rights as Shareholder or to Remain an Eligible  Person | 6 |
| 4.08                            |   | Adjustments to Common Shares | 7 |
|                            |   |   |   |
| ARTICLE 5 - EXERCISE OF OPTIONS | 8      |
|                            |   |
| 5.01                            |   | Manner of Exercise | 8 |
| 5.02                            |   | Delivery of Share Certificate | 8 |
| 5.03                            |   | Withholding | 8 |
|                            |   |   |   |
| ARTICLE 6 - ADMINISTRATION      | 8      |
|                            |   |
| 6.01                            |   | Administration | 8 |
| 6.02                            |   | Amendment of Plan and Options | 9 |
| 6.03                            |   | Compliance with Laws and Stock Exchange Rules | 9 |

 

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**ARTICLE 1 - PURPOSE OF THE PLAN**

1.01         **Purpose**

The purpose of the DRAXIS Health Inc. 2006 Stock Option Plan is toassist and encourage directors, officers and employees of the Corporation andits Subsidiaries to work towards and participate in the growth and developmentof the Corporation and its Subsidiaries by providing such persons with theopportunity, through stock options, to acquire an ownership interest in theCorporation.

**ARTICLE 2 - INTERPRETATION**

2.01         **Definitions**

In this Plan:

“**Board**” meansthe board of directors of the Corporation.

“**Cause**”includes:

(a)           the continued failureby the Optionholder to substantially perform his or her duties in connectionwith his or her employment by, or service to, the Corporation (other than as aresult of physical or mental illness) after the Corporation has given theOptionholder reasonable written notice of such failure and a reasonableopportunity to correct it;

(b)           the engaging by theOptionholder in any act which is injurious to the Corporation or its reputationfinancially or otherwise;

(c)           the engaging by theOptionholder in any act resulting or intended to result, directly orindirectly, in personal gain to the Optionholder at the expense of theCorporation;

(d)           the conviction of theOptionholder by a court of competent jurisdiction on any charge involvingfraud, theft or moral turpitude by the Optionholder in connection with thebusiness of the Corporation; or

(e)           any other conduct thatconstitutes cause at common law, “serious reason” within the meaning of the *Civil Code of Québec*, or “good and sufficient cause” or “seriousreason” as such terms are interpreted from time to time by the jurisprudence ofthe Province of Québec.

“**Change ofControl**” includes:

(a)           the acquisition by anypersons acting jointly or in concert (as determined by the *SecuritiesAct* (Ontario)), whether directly or indirectly, of voting securitiesof the Corporation which, together with all other voting securities of theCorporation

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held by such persons,constitute in the aggregate more than 20% of all outstanding voting securitiesof the Corporation;

(b)           an amalgamation,arrangement or other form of business combination of the Corporation withanother corporation which results in the holders of voting securities of thatother corporation holding, in the aggregate, more than 20% of all outstandingvoting securities of the Corporation resulting from the business combination;or

(c)           the sale, transfer,lease or exchange of 50% or more of the property of the Corporation to anotherperson or corporation, other than in the ordinary course of business of theCorporation, or to a Subsidiary.

“**Common Shares**”means common shares of the Corporation.

“**Corporation**”means DRAXIS Health Inc. and any successor corporation thereto.

“**Date of Termination**”means the actual date of termination of (i) the office of the Optionholderor (ii) the employment of the Optionholder, as applicable, and does notinclude any period during which the Optionholder is in receipt of or iseligible to receive any statutory, contractual or common law notice orcompensation in lieu thereof or severance payments following the actual date oftermination or resignation.

“**Eligible Person**”means any director, officer or employee of the Corporation or any Subsidiary.

“**Exercise Price**”means the price per Common Share at which Common Shares may be subscribed forby an Optionholder pursuant to a particular Option Agreement.

“**Expiry Date**”means the date on which an Option expires pursuant to the Option Agreementrelating to that Option.

“**Grant Date**”means the date on which an Option is granted, which date may be on or, ifdetermined by the Board at the time of grant, after the date that the Boardresolves to grant the Option.

“**Insider**”means:

(a)           an insider as definedin the *Securities Act* (Ontario), other than aperson who falls within that definition solely by virtue of being a director orsenior officer of a Subsidiary; and

(b)           an associate, asdefined in the *Securities Act* (Ontario), of anyperson who is an insider by virtue of (a) above.

“**Notice of Exercise**”means a notice, substantially in the form of the notice set out in Schedule B,from an Optionholder to the Corporation giving notice of the exercise orpartial exercise of an Option previously granted to the Optionholder.

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“**Option**” means anoption to purchase Common Shares granted to an Eligible Person pursuant to theterms of the Plan.

“**Option Agreement**”means an agreement, substantially in the form of the agreement set out inSchedule A to this Plan, between the Corporation and an Eligible Person settingout the terms of an Option granted to the Eligible Person.

“**Optioned Shares**”means the Common Shares that may be subscribed for by an Optionholder pursuantto an Option Agreement.

“**Optionholder**”means an Eligible Person to whom an Option has been granted.

“**Plan**” means theDRAXIS Health Inc. 2006 Stock Option Plan, as amended from time to time.

“**Share CompensationArrangement**” means any stock option, stock option plan, employeestock purchase plan or any other compensation or incentive mechanism involvingthe issuance or potential issuance of Common Shares, including a share purchasefrom treasury which is financially assisted by the Corporation by way of aloan, guarantee or otherwise.

“**Subsidiary**” hasthe meaning attributed thereto in the *Securities Act*(Ontario).

2.02         **ExtendedMeanings**

In this Plan, words importing the singular number only include theplural and *vice versa*, words importing any genderinclude all genders and words importing persons include individuals,corporations, limited and unlimited liability companies, general and unlimitedpartnerships, associations, trusts, incorporated organizations, joint venturesand governmental authorities.

**ARTICLE 3 - GRANT OF OPTIONS**

3.01         **Authorityof Board**

Subject to the limitations of the Plan, the Board has the authority:

(a)           to determine whichEligible Persons are to be granted Options and to grant Options to thoseEligible Persons;

(b)           to determine the termsof such Options; and

(c)           to prescribe the formof Option Agreement and Notice of Exercise with respect to a particular Option,if other than substantially as set forth in Schedules A and B to thisPlan.

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3.02         **SharesReserved**

(1)           The maximum number ofCommon Shares that may be reserved for issuance pursuant to Options grantedunder the Plan is 1,500,000.

(2)           The maximum number ofCommon Shares that may be reserved for issuance to any one Eligible Personpursuant to Options granted under the Plan is 5% of the number of Common Sharesoutstanding at the time of reservation.

(3)           Any Common Sharessubject to an Option that expires or terminates without having been fullyexercised may be made the subject of a further Option.  No fractional Common Shares may be issuedunder the Plan.

3.03         **Eligibility**

Options may be granted by the Board to any Eligible Person, subject tothe limitations set forth in Sections 3.02(2) and 3.04, prior to his orher Date of Termination.

3.04         **Limitswith Respect to Insiders**

(1)           The maximum number ofCommon Shares that may be reserved for issuance to Insiders pursuant to Optionsgranted under the Plan and any other Share Compensation Arrangement is 10% ofthe number of Common Shares outstanding.

(2)           The maximum number ofCommon Shares that may be issued to Insiders under the Plan and any other ShareCompensation Arrangement within a one-year period is 10% of the number ofCommon Shares outstanding.

(3)           The maximum number ofCommon Shares that may be issued to any one Insider (and such Insider’sassociates, as defined in the *Securities Act*(Ontario))under the Plan and any other Share Compensation Arrangement within a one-yearperiod is 5% of the number of Common Shares outstanding.

(4)           For the purposes ofSections 3.04(2) and (3) above, the number of Common Shares outstanding is tobe determined on the basis of the number of Common Shares outstanding at thetime of the reservation or issuance, as the case may be, excluding CommonShares issued under the Plan or under any other Share Compensation Arrangementover the preceding one-year period.

**ARTICLE 4 - TERMS OF OPTIONS**

4.01         **OptionAgreement**

As soon as practicable following the grant of an Option, theCorporation will deliver to the Optionholder an Option Agreement dated theGrant Date, containing the terms of the Option and executed by the Corporation,and upon delivery to the Corporation of the Option Agreement

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executed by the Optionholder such Optionholder will bea participant in the Plan and have the right to purchase the Optioned Shares onthe terms set out in the Option Agreement and the Plan.

4.02         **ExercisePrice**

The Exercise Price of Common Shares subject to an Option will bedetermined by the Board at the time of grant and will not be less than themarket price of the Common Shares at the Grant Date, calculated as the closingprice of a board lot of the Common Shares on The Toronto Stock Exchange on thelast trading day immediately preceding the Grant Date or, if the Common Sharesdid not trade on such last trading day, the average, rounded up to the nearestcent, of the bid and ask prices for a board lot of the Common Shares at theclose of trading on such last trading day. For the purposes of this Section 4.02, if the Option is grantedafter the close of trading on any particular Grant Date, the “trading daypreceding the Grant Date” will be deemed to be the Grant Date.

4.03         **Time ofExercise**

(1)           Subject toSection 4.04, the Board shall determine at the time of grant the date ordates on which Options will be exercisable. The Board may determine after the Grant Date that a particular Optionwill be exercisable in whole or in part on earlier dates for any reason.

(2)           Notwithstandinganything herein to the contrary, if there occurs a Change of Control at anytime when an Option granted under the Plan remains unvested with respect to anyOptioned Shares, such unvested portion will vest and become fully exercisable,as to all the Optioned Shares in respect of which such Option was notpreviously exercisable, by the Optionee at any time up to and including a date30 days following the consummation of such Change of Control.

(3)           Notwithstanding theprovisions of Sections 4.03(1) and (2), no unvested portion of an Optionwill vest as a result of a Change in Control that occurs after the Date ofTermination of an Optionholder.

4.04         **ExpiryDate**

The Expiry Date of an Option will be ten years after the Grant Date,subject to

(a)           the right of the Boardto determine at the time of grant that a particular Option will have a shorterterm; and

(b)           the provisions ofSection 4.05 relating to early expiry.

4.05         **EarlyExpiry**

An Option will expire before its Expiry Date in the following eventsand manner:

(a)           if an Optionholderdies, only the portion of the Option that is exercisable at the date of deathof the Optionholder may be exercised by the personal representatives of theOptionholder during the period ending 6 months after the

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death of the Optionholderor such later date as the Board may approve, after which period all Optionsterminate;

(b)           if an Optionholderresigns his or her office or employment (other than as provided for in Section 4.05(e)),only the portion of the Option that is exercisable at the date of resignationmay be exercised by the Optionholder during the period ending 30 daysafter the date of resignation or such later date as the Board may approve,after which period all Options terminate;

(c)           if an Optionholder isterminated without Cause, including a constructive dismissal, only the portionof the Option that is exercisable at the Date of Termination may be exercisedby the Optionholder during the period ending 30 days after the Date ofTermination or such later date as the Board may approve, after which period allOptions terminate;

(d)           if an Optionholderattains the mandatory retirement age established by the Corporation from timeto time or an Optionholder’s employment or service ceases due to permanentdisability, only the portion of the Option that is exercisable at the date ofretirement or cessation may be exercised by the Optionholder during the periodending 6 months after the date of retirement or cessation or such laterdate as the Board may approve, after which period all Options terminate; and

(e)           unless the Boarddetermines otherwise, an Option will expire immediately upon the Optionholderceasing to be an Eligible Person as a result of being dismissed from his or heroffice or employment for Cause, including where an Eligible Person resigns hisor her office or employment after being requested to do so by the Corporationas an alternative to being dismissed by the Corporation for Cause

subject in all cases to the earlier expiration of an Option on itsapplicable Expiry Date.

4.06         **Non-Assignable**

Except as provided in Section 4.05(a), an Option may be exercisedonly by the Optionholder and is not assignable in law or in equity, and anypurported assignment is void and of no force and effect whatsoever.

4.07         **No Rightsas Shareholder or to Remain an Eligible Person**

(1)           An Optionholder willonly have rights as a shareholder of the Corporation with respect to OptionedShares that the Optionholder acquires through the exercise of an Option inaccordance with its terms.

(2)           Nothing in this Plan orin any Option Agreement will confer on any Optionholder any right to remain asa director, officer or employee of the Corporation or any Subsidiary.

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4.08         **Adjustmentsto Common Shares**

(1)           The number of CommonShares delivered to an Optionholder upon exercise of an Option will be adjustedas determined by the Board in the following events and manner, subject to theright of the Board to make such additional or other adjustments as areappropriate in the circumstances:

(a)           upon a subdivision ofthe Common Shares into a greater number of Common Shares, a consolidation ofthe Common Shares into a lesser number of Common Shares or the issue of a stockdividend to holders of the Common Shares (other than dividends in the ordinarycourse), the Corporation will deliver upon the exercise of an Option, inaddition to or in lieu of the number of Optioned Shares in respect of which theright to purchase is being exercised and without the Optionholder making anyadditional payment, such greater or lesser number of Common Shares as resultsfrom the subdivision, consolidation or stock dividend;

(b)           upon the distributionby the Corporation to holders of the Common Shares of shares of any class(whether of the Corporation or another corporation, but other than CommonShares), rights, options or warrants, evidences of indebtedness or cash (otherthan dividends in the ordinary course), other securities or other assets, theCorporation will deliver upon exercise of an Option, in addition to the numberof Optioned Shares in respect of which the right to purchase is being exercisedand without the Optionholder making any additional payment, such othersecurities, evidence of indebtedness or assets as result from suchdistribution; and

(c)           upon a capitalreorganization, reclassification or change of the Common Shares, aconsolidation, amalgamation, arrangement or other form of business combinationof the Corporation with another corporation or a sale, lease or exchange of allor substantially all of the assets of the Corporation, the Corporation willdeliver upon exercise of an Option, in lieu of the Optioned Shares in respectof which the right to purchase is being exercised, the kind and amount of sharesor other securities or assets as result from such event.

The purpose of such adjustments is to ensure that any Optionholderexercising an Option after any such event will be in the same position as suchOptionholder would have been in if he or she had exercised the Option prior tosuch event.

(2)           An adjustment will takeeffect at the time of the event giving rise to the adjustment, and theadjustments provided for in this Section are cumulative.

(3)           The Corporation willnot be required to issue fractional Common Shares or other securities under thePlan and any fractional interest in a Common Share or other security that wouldotherwise be delivered upon the exercise of an Option will be cancelled.

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**ARTICLE 5 - EXERCISE OF OPTIONS**

5.01         **Manner ofExercise**

An Optionholder (or the personal representatives of a deceasedOptionholder) who wishes to exercise an Option may do so by delivering thefollowing to the Corporation on or before the Expiry Date of the Option:

(a)           a completed Notice ofExercise; and

(b)           a cheque (which neednot be a certified cheque) or bank draft payable to the Corporation for theaggregate Exercise Price for the Optioned Shares being acquired.

If the Optionholder is deceased, the personal representatives of theOptionholder must also deliver to the Corporation evidence of their status torepresent the Optionholder.

In no event shall the Corporation provide financing to an Optionholder(or personal representative of a deceased Optionholder) for the purpose of theexercise of Options.

5.02         **Deliveryof Share Certificate**

As soon as practicable after receipt of the Notice of Exercise andpayment in full for the Optioned Shares being acquired, the Corporation willdirect its transfer agent to issue a certificate in the name of theOptionholder (or, if deceased, the Optionholder’s estate) for the number ofOptioned Shares purchased by the Optionholder (or the Optionholder’s estate),which will be issued as fully paid and non-assessable Common Shares.

5.03         **Withholding**

The Corporation will withhold taxes to the extent required byapplicable law in respect of any amounts under this Plan.

**ARTICLE 6 - ADMINISTRATION**

6.01         **Administration**

(1)           The Plan will beadministered by the Board or, if determined by the Board, by the HumanResources and Compensation Committee of the Board.  If the Human Resources and CompensationCommittee is granted the authority to administer the Plan, all references inthis Plan to the Board will be deemed to be references to the Human Resourcesand Compensation Committee.

(2)           The Board may interpretthe Plan and determine all questions arising out of the Plan and any Optiongranted pursuant to the Plan, which interpretations and determinations will beconclusive and binding on the Corporation and all other affected persons.

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6.02         **Amendmentof Plan and Options**

(1)           The Board may amend,suspend or terminate the Plan at any time, provided that no such amendment,suspension or termination may

(a)           be made withoutobtaining any required regulatory or shareholder approvals or

(b)           prejudice the rights ofany Optionholder under any Option previously granted to the Optionholderwithout the consent or deemed consent of the Optionholder.

(2)           The Board may amend theterms of any outstanding Option (including, without limitation, thecancellation of an Option or an amendment to the date or dates on which anOption or a portion thereof vests and so becomes exercisable), provided that:

(a)           any required regulatoryand shareholder approvals are obtained;

(b)           the Board would havehad the authority to initially grant the Option under terms as so amended; and

(c)           the consent or deemedconsent of the Optionholder is obtained if the amendment would prejudice therights of the Optionholder under the Option.

6.03         **Compliancewith Laws and Stock Exchange Rules**

The Plan, the grant and exercise of Options under the Plan and theCorporation’s obligation to issue Common Shares on exercise of Options will besubject to all applicable federal, provincial and foreign laws, rules andregulations and the rules of any stock exchange on which the Common Shares arelisted for trading.  No Option will begranted and no Common Shares will be issued under the Plan where such grant orissue would require registration of the Plan or of such Common Shares under thesecurities laws of any foreign jurisdiction and any purported grant of anyOption or issue of Common Shares in violation of this provision will bevoid.  Common Shares issued toOptionholders pursuant to the exercise of Options may be subject to limitationson sale or resale under applicable securities laws.

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**SCHEDULEA - FORM OF OPTION AGREEMENT**

**DRAXISHEALTH INC. 2006 STOCK OPTION PLAN**

**OPTION AGREEMENT**

This Option Agreement is entered into between DRAXIS Health Inc. (the “Corporation”)and the Optionholder named below pursuant to the DRAXIS Health Inc. 2006 StockOption Plan (the “Plan”) and confirms that:
| (a)    | on                                                                                               | (the “Grant Date”);                                                                                                                                                               |                  |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                        |                  |
| (b)    |                                                                         | (the “Optionholder”);                                                                                                                                                             |                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                        |                  |
| (c)    | was granted a non-assignable option to purchase                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                        |                  |
|   | Common Shares (the “Optioned Shares”) of the  Corporation, exercisable as to ·%  on ·**[NTD: Insert vesting  information];**                                                                                                                                                                                                                                                                                           |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (d)    | at a price (the “Exercise Price”) of                                                                                                                                                                                                                                                                                                                                                                                             | $                                | per Common Share; and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                        |                  |
| (e)    | for a term expiring at 5:00 p.m., Toronto time, on                                                           (the “Expiry Date”);             |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                             |                       |  |  |

 

all on the terms and subject to the conditions set out in thePlan.  By signing this agreement, theOptionholder acknowledges that he or she has read and understands the Plan andaccepts the Options in accordance with the terms of the Plan.  Optionholder also acknowledges that, if theOptionholder is an insider of the Corporation (“Insider Optionee”) he or sheshall be responsible to file all insider reports required to be filed by him orher related to the grant of the Options and any exercise thereof.  Said reports must be filed within the timeperiods imposed by the applicable securities regulator for said filings.  The Insider Optionee who does not file his orher insider reports within the required delays shall be responsible for thepayment of any fine levied against him or her due to said late filing.

The Exercise Form required to be completed by the Optionholder for theexercise of the options is attached.

IN WITNESS WHEREOF the Corporation and the Optionholder have executedthe Option Agreement as of ·,200·.
|                                              | ** ** | **DRAXIS HEALTH INC.** | ** ** |
|----------------------------------------------|------------|------------------------|------------|
|                                         | ** ** | ** **             | ** ** |
|                                         |       |                   |
|                                         | By:        |                   |       |   |
|                                         |       |                   |
|                                         |       |                   |
|    Name  of Optionholder      |       |                   |
|                                         |       |                   |
|                                         |       |                   |
|    Signature  of Optionholder |       |                   |
|                                              |            |                        |            |  |  |

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**SCHEDULEB - FORM OF NOTICE OF EXERCISE**

**DRAXISHEALTH INC.2006 STOCK OPTION PLAN**

**NOTICE OF EXERCISE**
| TO:    | DRAXIS Health Inc.  16751 Trans-Canada Highway  Kirkland, Québec  H9H 4J4 |      |
|--------|--------------------------------------------------------------------------------|-----------|
|   |                                                                           |      |
|   | Attention:                                                                     | Secretary |   |
|        |                                                                                |           |  |

 

Reference is made to the Option Agreement made as of                                                   200·, between DRAXIS Health Inc. (the “Corporation”)and the Optionholder named below.  TheOptionholder hereby exercises the Option to purchase Common Shares of theCorporation as follows:
|        | Number of Optioned Shares for which Option being  exercised:                                                                                                                                   | ·                    |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|
|   |                                                                                                                                                                                           |                      |
|   | Exercise Price per Common Share:                                                                                                                                                               | $·                   |
|   |                                                                                                                                                                                           |                      |
|   | Total Exercise Price (in the form of a cheque which  need not be a certified cheque) or bank draft tendered with this Notice of  Exercise):                                                    | $·                   |
|   |                                                                                                                                                                                           |                      |
|   | Name of Optionholder as it is to appear on share  certificate                                                                                                                                  | ·                    |
|   |                                                                                                                                                                                           |                      |
|   | Address of Optionholder as it is to appear on the  register of Common Shares of the Corporation and to which a certificate  representing the Common Shares being purchased is to be delivered: |                      |
|   |                                                                                                                                                                                           |                      |
|   | Dated                                                                                                                                                                                          |                      |   |   |
|   |                                                                                                                                                                                           | Name of Optionholder      |
|   |                                                                                                                                                                                           |                      |
|   |                                                                                                                                                                                           |                      |
|   |                                                                                                                                                                                           | Signature of Optionholder |
|        |                                                                                                                                                                                                |                           |  |  |

 

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