**Exhibit 4.74**

 

 

February 7, 2008

 

**PERSONAL &CONFIDENTIAL**

 

Mr. Dan Brazier

***

 

 

# **1.**                                      EMPLOYMENT

 

Since July 17, 1998**,** you have been employed with DRAXIS HealthInc. (“DRAXIS”).  As of January 1,2008, you shall be employed with DRAXIS as its President & ChiefExecutive Officer on the terms and conditions contained in this Agreement, theterms of which have been agreed to by you as of December 27, 2008.  You will report to the Board of Directors ofDRAXIS (hereinafter referred to as the “Board”).  As President and Chief Executive Officer, youshall be responsible for DRAXIS’ day-to-day operations.  You will lead its Senior Management Team,chair its management meetings and oversee its planning process and theexpansion of its business interests.  Inaddition, you will perform any additional employment responsibilities assignedto you by the Board from time to time, provided that such responsibilities areconsistent with the executive nature of the position.

 

# **2.**                                      BASE SALARY

 

DRAXIS will pay to youduring the term of this Agreement, effective January 1, 2008, a grosssalary of $450,000 per annum (“Base Salary”), payable semi-monthly, in arrears,in 24 equal instalments of $18,750.  ThisBase Salary will be reviewed each year thereafter, in accordance with DRAXIS’sregular administrative practices of salary review applicable to the executiveofficers of DRAXIS.  Any salary increasesshall be determined on merit on the approval of the Board.  The Board will inform you of any increases inyour salary in advance of the implementation date.

 

As an officer of DRAXIS, youwill be provided and have paid for directors’ and officers’ liability insuranceand in any event DRAXIS will indemnify and save you harmless from any actionarising within the scope of your employment responsibilities for DRAXIS, andits Affiliates (as such term is defined in the *CanadaBusiness Corporations Act*) (“Affiliates”) [hereinaftercollectively referred to as the “DRAXIS Group”].

 

# **3.**                                      BENEFITS

 

You will be entitled toparticipate in all benefit plans which the DRAXIS Group shall, from time totime make available to its executive employees, subject to applicableeligibility rules thereof.  Thebenefits currently offered are:

 

·                  major medical

·                  drug

·                  dental

·                  group life

·                  short and long term disability

·                  accidental death anddismemberment

 

 

**DRAXIS HEALTH INC./SANTÉ DRAXIS INC**

**16751 Trans Canada Highway, Kirkland, Québec, Canada H9H 4J4 Tél: (514)694-8220 Fax: (514) 694-8201**

** **

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You will also be entitled to an amount of up to 5%of your Base Salary, which exact percentage shall be determined from year toyear in lieu of participation in DRAXIS’ Retirement Savings Program. (the “DRSPAmount”)

 

# **4.**                                      STOCK OPTION PLAN

 

Subject to DRAXISBoard of Directors’ approval, you will be eligible to participate in the 2006Stock Option Plan, copy thereof provided herewith as Schedule “A”, which DRAXISshall, from time to time, make available to employees, in accordance with theterms and conditions of said plan.

 

# **5.**                                      DEFERRED SHARE UNIT PLAN

 

You will beeligible to participate in DRAXIS’ Deferred Share Unit Plan, in accordance withthe terms and conditions of that plan, a copy thereof provided herewith asSchedule “B”.  The Deferred Share UnitPlan has been established to provide selected employees of DRAXIS and its Affiliateswith the opportunity to acquire share equivalent units convertible to cash orcommon shares of DRAXIS.

 

# **6.**                                      DISCRETIONARY BONUS

 

The Board of Directors ofDRAXIS, in its sole discretion, based on the Bonus and Objectives Plan that isin force for all senior executives of DRAXIS, may declare a bonus payable.  Such bonus payment is not guaranteed andpayment of a discretionary bonus in any prior year is not a promise orguarantee of payment in subsequent years. Further, to receive any discretionary bonus payment, should one bedeclared, you must be actively employed on December 31st of thecalendar year for which the bonus is declared. Actively employed does not include any period of time for which you arereceiving severance payments under this Agreement or by statute.  Should****adiscretionary bonus be declared, you may be eligible to receive an amount up toa maximum equivalent to 50% of your Base Salary, or such other amount as may bedetermined by the Board, in its sole discretion.  For greater clarity, the maximum equivalentof 50% shall be for the fiscal year commencing on January 1, 2008.

 

# **7.**                                      LONG TERM INCENTIVE PLAN

 

The parties agree that aLong Term Incentive Plan (“LTIP”) is an integral component of the overallcompensation of the position of President and Chief Executive Officer and thatthe parties will negotiate a LTIP award arrangement by no later than March 31,2008 unless such date is mutually extended. Said incentive plan may take the form of the LTIP’s offered to thePresident of DRAXIS Specialty Pharmaceuticals Inc. (“DSPI”) or options or othercompensation with a value potential commensurate with the additionalresponsibility and authority of the position of President and Chief ExecutiveOfficer and in no event shall be less than the value potential of the LTIP’soffered to the President of DSPI.

 

# **8.**                                      MEMBERSHIPS AND PUBLICATIONS

 

DRAXIS will pay all professional memberships, duesand levies deemed necessary by the Board****tothe conduct of your position.

 

# **9.**                                      VACATION

 

You shall be entitled to five (5) weeksvacation per annum to be taken at a time or times acceptable to the Board,having regard to its operations.  Thereshall be no vacation time carried over 

 

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from one calendar year into the following calendaryear, unless previous authorization has been received from the Board.

 

# **10.**                               TRAVEL AND ACCOMODATION ALLOWANCE

 

DRAXIS will grant you,effective January 1, 2008 the following travel and accommodationallowance: (i) transportation to Montréal from Toronto for two years, (ii) ahousing allowance of up to CDN$2,000 per month for up to twenty-four (24)months while in Montréal, and (iii) car rental  (economy class) for a period of twenty-four(24) months, while in Montréal.** **Receipts for all of these expenseswill have to be provided to DRAXIS prior to their reimbursement.  Thereafter the travel to Montréal, thehousing and the car rental are to be personally paid by you.

 

# **11.**                               EXPENSES

 

DRAXIS agrees that it shall reimburse you for Automobilemileage allowance as permitted by Canada Customs and Revenue Agency in theevent that you will use your personal car, all other reasonable traveling andother out-of-pocket expenses actually and properly incurred in connection withyour duties with DRAXIS and within the policies that are enacted from time totime by DRAXIS with respect to executive expenses.  For all such expenses you agree you willfurnish statements and vouchers as and when required by DRAXIS.

 

DRAXIS agrees to provide you with a BlackBerry and aportable laptop that will remain at all times DRAXIS’s property.

 

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

 

# **12.**                               DEDUCTIONS

 

All salary and other payments and allowancesoutlined in this Agreement are subject to such withholding and deduction atsource as may be required by law.

 

# **13.**                               EMPLOYEE’S COVENANTS

 

You agree that you shall devote the whole of yourworking time, attention and ability to the business of DRAXIS and shall usereasonable best efforts to promote the interests of DRAXIS.

 

You agree that you shall duly and diligently performall the duties assigned to you while in our employ and shall well andfaithfully serve DRAXIS.

 

You also agree that while employed with DRAXIS youshall not, without the prior written consent of DRAXIS, engage or otherwise beconcerned in any other business or occupation, or become a director, officer,agent or employee of any other entity.

 

Furthermore, you specifically agree that you shallrespect and comply with DRAXIS’s Disclosure and Insider Trading Policy, asamended from time to time, copy thereof provided herewith as Schedule “C” toform an integral part of this Agreement, DRAXIS’s Code of Ethics and BusinessConduct, as amended from time to time, copy thereof provided herewith asSchedule “D” to form an integral part of this Agreement, and all and anyrelevant rules and legislation, such as, without limiting the generalityof the foregoing, the rules on Insider Trading in the *TSX Company Manual*, the *Ontario Securities Act*, the 

 

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*Canada Business Corporations Act,**Quebec Securities Act*and any applicableU.S. legislation.  You acknowledge thatyour senior position with DRAXIS will deem you an insider of DRAXIS andtherefore subject to applicable mandated insider regulatory and company sharetrading policies and restrictions.

 

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

 

**(a)           Non-Disclosureof Confidential Information**

 

As DRAXIS’s President and Chief Executive Officer,you acknowledge that you are creating, having access to, and require knowledgeof confidential and commercially valuable information of the DRAXIS Group, theunauthorized use or disclosure of which could cause the DRAXIS Group seriousand irreparable damage.

 

(1)           “ConfidentialInformation” means all information, and all documents and other tangible thingsrecording any such information, relating to or useful in connection with thebusiness of the DRAXIS Group, whether or not a trade secret within the meaningof the applicable law, which at the time or times concerned is not generallyknown to Competitors (as defined below) and which has been or is from time totime disclosed to or developed by you as a result of your employment withDRAXIS.  Confidential Informationincludes, but is not limited to, the following information of the DRAXIS Group:

 
| (i)    |   | new products;                                                                                                                                                                                                                                                                                                   |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)   |   | marketing strategies and plans;                                                                                                                                                                                                                                                                                 |
| (iii)  |   | development strategies and plans;                                                                                                                                                                                                                                                                               |
| (iv)   |   | manufacturing processes and technologies;                                                                                                                                                                                                                                                                       |
| (v)    |   | research in progress and unpublished manuals or  know how;                                                                                                                                                                                                                                                      |
| (vi)   |   | regulatory filings;                                                                                                                                                                                                                                                                                             |
| (vii)  |   | identity of and relationship with licensees,  licensors or suppliers;                                                                                                                                                                                                                                           |
| (viii) |   | finances, financial information, financial  management systems;                                                                                                                                                                                                                                                 |
| (ix)   |   | market research;                                                                                                                                                                                                                                                                                                |
| (x)    |   | market experience with products;                                                                                                                                                                                                                                                                                |
| (xi)   |   | customer lists;                                                                                                                                                                                                                                                                                                 |
| (xii)  |   | compensation and benefits provided to employees;                                                                                                                                                                                                                                                                |
| (xiii) |   | any other research, information or documents which  you are told or reasonably ought to know that the DRAXIS Group regards as  proprietary or confidential; and                                                                                                                                                 |
| (xiv)  |   | any legal advice provided to the DRAXIS Group, its  officers, directors, employees or agents during the course or your employment  and any details involving the DRAXIS Group’s position with respect to any  litigation matter or prospective litigation matter which exists at the time  of termination. |

 

(2)           Youagree that you shall hold all Confidential Information in the strictestconfidence, as a fiduciary.  Withoutlimiting such obligation, you shall use Confidential Information only at timesand places designated by the DRAXIS Group in furtherance of the business of theDRAXIS Group.  You shall not, exceptwhere the DRAXIS Group otherwise provides its prior written consent or whererequired by law, directly or indirectly disclose to any Person any ConfidentialInformation, directly or indirectly sell, give, loan or otherwise transfer anyConfidential Information or copy thereof to any Person, publish, lecture on ordisplay any Confidential Information to any Person or use ConfidentialInformation for your own benefit or the benefit of any other Person.

 

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(3)           Yourobligations under this Section shall remain in effect with respect to eachitem of Confidential Information until the date upon which such ConfidentialInformation has been publicly disclosed in a manner properly authorized by theDRAXIS Group or otherwise has become known to Competitors without any breach ofthis Section by you.

 

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

 

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

 

**(b)           Non-Solicitationand Non-Competition**

 

(1)           Youacknowledge that the pharmaceutical and over-the-counter drug industries arehighly competitive businesses. You are a key executive of DRAXIS, and as aresult of your senior position, you confirm that you have acquired extensivebackground in and knowledge of the DRAXIS Group’s business and thepharmaceutical and over-the-counter drug industries in which the DRAXIS Groupoperates. You further acknowledge that the DRAXIS Group develops and marketsits products on a North American  and Europeanbasis.  More particularly, the DRAXISGroup develops products in Canada and in the eastern part of the United Statescomprising the states of Connecticut, Florida, Delaware, Georgia, Maine,Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, NorthCarolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Vermont, Virginia,and West Virginia [hereinafter referred to as the “Territory”].  Accordingly, you agree that in the course ofyour employment with DRAXIS, and thereafter for a period of one year you shallnot, without the prior written authorization of the Chairman of the Boardwhether as principal, as agent, or as an employee of, or in partnership, orassociation with any other Person, in any manner whatsoever directly or indirectly:

 
| (i)   |   | become employed by or associated or affiliated  with any Competitor of the DRAXIS Group in the Territory in a function  dealing with a product or service, which during the twelve-month period  immediately prior to the termination of this Agreement and your employment  hereunder, for any reason, competed directly with a product or service of the  DRAXIS Group; |
|-------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  |   | seek to employ or encourage others to employ or  otherwise engage employees, agents or subcontractors of the DRAXIS Group (who  are employees, agents or subcontractors on the date this Agreement  terminated) or seek to in any way disrupt their business relationship with  the DRAXIS Group;                                                                         |
| (iii) |   | obtain by any means whatsoever the business of any  Person who at the time of the termination of this Agreement and your  employment hereunder, was a customer of the DRAXIS Group, if to obtain such  business may result in a reduction of that Person’s business with the DRAXIS  Group;                                                                          |
| (iv)  |   | approach any Person who at the time of the  termination of this Agreement and your employment hereunder was a customer of  the DRAXIS Group with the intention of soliciting or enticing the business of  that Person away from the DRAXIS Group.                                                                                                                         |

 

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**(c)           Reasonableness**

 

You agree that the obligations set out in Sections 14(a) and (b) together withyour other obligations under this Agreement are reasonably necessary for theprotection of the DRAXIS Group’s proprietary and business interests and youexpressly agree that:

 
| (i)   |   | the scope of each of the covenants set out in  Sections 14(a)  and (b)  above are in all respects, and in particular, in respect of Territory, time  and subject matter, necessary and reasonable;                                                                                    |
|-------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  |   | given your general knowledge and experience, the  obligations contained in this Agreement will not preclude you from becoming  gainfully employed with other employers who are not Competitors following  termination of this Agreement and your employment hereunder for any reason; |
| (iii) |   | your agreement to Sections 14(a) and (b) is a key  incentive to DRAXIS formalizing the current terms and conditions of your  employment.                                                                                                                                              |

 

**(d)           Breach of Agreement**

 

You also recognize that any breach of the terms andconditions of this Agreement by you will result in material damage to the DRAXISGroup, although it may be difficult for the DRAXIS Group to establish themonetary value of such damage. You therefore agree that the DRAXIS Group shallbe entitled to injunctive relief, in addition to any other remedies availableto it, in a court of appropriate jurisdiction in the event of any breach orthreatened breach by you of any of the provisions of this Agreement.

 

# **15.**                               TERMINATION OF EMPLOYMENT

 

#### **(a)****                                 ****Termination by DRAXIS With Cause**

####  

DRAXIS may terminate this Agreement and youremployment hereunder at any time With Cause, as that term has been interpretedpursuant to the laws of the Province of Ontario,Without Notice and without payment of any kind of compensation either by way ofanticipated earnings or damages of any kind, it being understood that all BaseSalary, accrued vacation pay and all expense claims in accordance with theterms of this Agreement incurred up to the date of termination shall be payableto you.

 

#### **(b)****                                 ****Termination by DRAXIS Without Cause and Without Notice**

####  

DRAXIS may terminate this Agreement and youremployment hereunder, in its sole discretion, without notice and Without Cause,effective immediately upon the date you are advised of the termination (“theDate of Termination.”).

 

If your employment is terminated Without Cause pursuantto this Section, DRAXIS shall:

 

1)                                                              Payto you in a lump sum a severance allowance equivalent to eighteen (18) monthsof your then current Base Salary and, notwithstanding Section 6, a prorated portion of anyeligible bonus payment up to the Date of Termination to be paid only after thedetermination by the Board that there shall be a bonus payment for the year inwhich the termination took place and if the mutually agreed to managementbusiness objectives have been achieved up to the Date of Termination.  In addition, you will be entitled to theprorated portion of the DRSP Amount to the Date of Termination if the Date ofTermination is prior to December 31 (for example: if the Date ofTermination is February 28th, you would be entitled to the DRSPAmount 

 

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owed for theprevious year, if not already paid, and the prorated portion of the DRSP Amountfor the period of January 1st to February 28th).  Finally, you will also be entitled to receivesix (6) months coverage in the DRAXIS benefit plan program (as set out in Section 3) from the Date ofTermination except for out of country medical coverage and short and long termdisability, which shall cease immediately upon the Date of Termination.

2)                                                              Payto you all outstanding vacation pay and any earned but unpaid Base Salary up tothe Date of Termination within two weeks of the Date of Termination.

3)                                                              Reimburseyou for any business expenses incurred by you up to and including the Date ofTermination following provision by you of applicable receipts.

 

The payment referred to inparagraph 1, above, shall be guaranteed and shall not be subject to set off ordeduction as a result of your obtaining alternate employment following suchtermination or otherwise mitigating any damages arising from suchtermination.  Further, the paymentreferred to in paragraph 1, above, is in excess of and inclusive of allstatutory payments, including statutory termination and severance, and anyother entitlement you may have under the *EmploymentStandards Act 2000* which may be owed to you.

 

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

 

Upon termination of your employment in accordancewith this Section 15(b),you shall return to DRAXIS all stock options, and other securities which havenot vested or accrued during your employment with DRAXIS, the whole inaccordance with the terms and conditions set forth in the option agreements.

 

#### **(c)****                                 ****Termination Payment Following a Change of Control**

####  

(1)           Inaccordance with section 15(c)  (2) below, if there is a Change of Control (as hereinafterdefined) you shall be entitled to the following:

 

A.                                                           theamounts of any unpaid Base Salary earned up to and including Date ofTermination;

B.                                                             Anyunpaid vacation pay earned up to and including Date of Termination;

C.                                                             alump sum amount, equal to: three (3) times your then current Base Salaryand three (3) times the amount paid as a discretionary Bonus for thepreceding calendar year immediately prior to the date of the Change of Control,it being agreed that if no bonus payment was made for the preceding year, youwill be entitled to receive a payment equal to three (3) times theprorated portion of any eligible bonus payment up to the Date of Termination tobe paid only after the determination by the Board that there shall be a bonuspayment for the year in which the termination took place and if the mutuallyagreed to management business objectives have been achieved up to Date ofTermination; 

D.                                                            alump sum equal to three (3) times the prorated portion of the DRSP Amountto the Date of Termination if the Date of Termination is prior to December 31(for example: if the Date of Termination is February 28th, youwould be entitled to the DRSP Amount owed for the previous year, if not alreadypaid, and three (3) times the prorated portion of the DRSP Amount for theperiod of January 1st to February 28th);

 

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E.                                                              theright to exercise all DRAXIS stock options and other DRAXIS securitiesincluding those not then otherwise exercisable as provided for below;

F.                                                              reimburseyou for any business expenses incurred by you up to and including the Date ofTermination following provision by you of applicable receipts;

G.                                                             Theright to receive six (6) months coverage in the DRAXIS benefit planprogram (as set out in Section 3) from the Date ofTermination, except for out of country medical and short and long termdisability, which shall cease immediately upon the Date of Termination.

 

The payments referred to in Section 15(c), above, shall beguaranteed and shall not be subject to set off or deduction as a result of yourobtaining alternate employment following termination or otherwise mitigatingany damages arising from termination. Further, the payment referred to in Section 15(c)  (1) (C) above,is inclusive of all statutory payments, including statutory termination andseverance, which may be owed to you following termination.

 

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

 

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

 

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

 

(i)                                     the acquisitionby any persons acting jointly or in concert (as determined by the *Securities Act* (Ontario)), whetherdirectly or indirectly, of voting securities of the Corporation which, togetherwith all other voting securities of the Corporation held by such persons,constitute in the aggregate more than 20% of all outstanding voting securitiesof the Corporation;

 

(ii)                                  anamalgamation, arrangement or other form of business combination of theCorporation with another corporation which results in the holders of votingsecurities of that other corporation holding, in the aggregate, more than 20%of alloutstanding voting securities of the Corporation resulting from the businesscombination; or

 

(iii)                               the sale,transfer, lease or exchange of 50% or more of the property of the Corporationto another person or corporation, other than in the ordinary course of businessof the Corporation, or to a Subsidiary.

 

and the Board of Directors of DRAXIS (the “Board of Directors”) recommendsacceptance of such offer to the Shareholders of DRAXIS (the “Shareholders”) or,if the Board of Directors has made no recommendation, the Shareholders haveapproved or accepted the proposed transaction, then any option, includingoptions not then otherwise exercisable held by the you, shall becomeimmediately exercisable upon the issuance of the recommendation of the Board ofDirectors or the approval or acceptance of the Shareholders, as the case maybe.

 

For greater clarity, no provision in this employment agreement shall bedeemed to supersede any provision of the Stock Option Plan of DRAXIS, asamended from time to time, with respect to the right to exercise options heldby the employee in certain circumstances.

 

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

 

A.                                                           therehas been a Change of Control; and

B.                                                             within12monthsfollowing any Change of Control:

(i)             youremployment is terminated without cause by DRAXIS or by any successor employerto DRAXIS, as the case may be; or

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

·                  relocating theposition and/or location of your principal office more than 20 kilometers fromthe location of your office which is Kirkland, Québec on the date immediatelyprior to the Change of Control, without your consent; or

·                  materiallyreducing your title, reporting relationship, responsibilities or authoritywithout your consent; or

·                  reducing thesalary paid to you by DRAXIS or the successor employer or terminating ormaterially reducing the value of your benefit programs, including, but notlimited to, life insurance benefits, accidental death and dismembermentbenefits, long term disability benefits, extended health coverage and dentalbenefits, which are referred to in Section 3 above;

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

 

#### **(d)****                                 ****Termination by DRAXIS Without Cause upon Disability**

 

If, as a result of incapacity due to physical or mental illness, youare unable to render services of substantially the kind and nature, andsubstantially to the extent required to be rendered in accordance with thisAgreement, and if such incapacity is expected to continue for a period of atleast twelve consecutive months from the date such incapacity commenced (“AbsenceDate”) this Agreement may be deemed to be frustrated. Your employment hereundershall cease to be effective on the tenth day after written notice of cessationof employment (“Notice of Cessation”) to you, provided that prior to suchcessation DRAXIS has been furnished with the written certification of aqualified medical doctor designated by DRAXIS and you jointly which states thatyou are and are expected to continue to be for at least twelve consecutivemonths from the Absence Date, unable to render such services by reason of suchincapacity and the date upon which such incapacity commenced.  If DRAXIS and you are unable to agree on thedesignation of a qualified medical doctor to make such determination, then eachparty shall designate a medical doctor who, together, shall agree upon a thirdqualified medical doctor to make such determination.  The decision of the third medical doctorshall be binding on DRAXIS and you.  Youconsent to submit to such examination as may be required by any such medicaldoctor or doctors.

 

If your employment ceases pursuant to this Section, you shall beentitled to receive a total amount equivalent to eighteen (18) months of yourthen current Base Salary, commencing on the date upon which the Notice ofCessation is delivered and payable in 36 regular payments equivalent to yourregular semi-monthly Base Salary on the regular DRAXIS pay days. If you are inreceipt of disability benefits payable pursuant to the benefit plans describedabove, then each semi-monthly payment payable by DRAXIS shall be reduced by anamount equivalent to the disability benefits payment received during that pay

 

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period.  Notwithstanding thecessation of your employment pursuant to this Section, you shall be entitled toretain and exercise, within a period of 6 months following the Notice ofCessation, all stock options which have vested or accrued during youremployment with DRAXIS.

 

#### **(e)****                           ****Death**

####  

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

 

#### **(f)****                             ****Resignation and Retirement**

####  

You shall provide DRAXIS with three months notice, in writing, of yourresignation or your retirement from DRAXIS. Unless the Board of Directors of DRAXIS otherwise determines, you shallreturn to DRAXIS all stock options granted to you during your employment withDRAXIS which have not vested as of the date you cease to be an employee ofDRAXIS and/ or the DRAXIS Group.

 

#### **(g)****                          ****No Further Notice or Compensation**

####  

Upon termination of your employment under this Agreement, you shall notbe entitled to any further grants of stock options nor shall you be entitled toany further participation in any other incentive plan of the DRAXIS Group otherthan as specifically set forth in this Agreement. For all purposes, “terminationof your employment” and “termination date” shall be the final day of employmentwith DRAXIS, and shall not be deemed to include any period during which you maybe entitled to statutory notice, statutory termination pay or any contractualor statutory notice period and in particular, shall not be deemed to includethe notice period identified above.

 

#### **(h)****                          ****Release and Discharge**

####  

All payments in accordance with Section 15 are subject to the execution by you of DRAXIS’ standard releaseand discharge documents.

 

# **16.**                               FAIR AND REASONABLE

 

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

 

# **17.**                               RETURN OF PROPERTY

 

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

 

# **18.**                               PROVISIONS OPERATING FOLLOWING TERMINATION

 

Notwithstanding any termination of your employment with or withoutcause, Sections 13, 14, 15, 16, 17 and19 and any provision of this Agreement necessary to give it efficacyshall continue in full force and effect following such termination.

 

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# **19.**                               ACKNOWLEDGEMENT

 

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

 

# **20.**                               SEVERABILITY

 

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

 

# **21.**                               NOTICE

 

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

 
| To:    | Mr. Dan  Brazier                            |
|--------|--------------------------------------------------|
|   | ***                                              |
|   |                                             |
| To:    | DRAXIS  HEALTH INC.                              |
|   | 16751  Trans-Canada Highway                      |
|   | Kirkland,  Québec                           |
|   | H9H  4J4                                         |
|   | Attention:  Chairman of the Board of Directors   |
|   | Fax  No: (514) 630-7159                          |
|   |                                             |
|   | And  a copy to the General Counsel and Secretary |
|   | DRAXIS  Health Inc.                              |
|   | 16751  Trans Canada Highway                      |
|   | Kirkland,  Québec                           |
|   | H9H  4J4                                         |
|   | Fax  No: (514) 630-7159                          |

 

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

 

# **22.**                               GOVERNING LAW

 

This Agreement shall be governed by and construed in accordance withthe laws of the Province of Ontario and Canada applicable thereto.

 

# **23.**                               BENEFIT OF AGREEMENT

 

This Agreement shall enure to the benefit of and be binding upon yourheirs, executors, administrators and legal personal representatives and thesuccessors and assigns of DRAXIS respectively.

 

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# **24.**                               ENTIRE AGREEMENT

 

This Agreement and its Schedules constitute the entire agreementbetween the parties with respect to your terms and conditions of employment andcancel and supersede any prior understandings and agreements between theparties to this Agreement, including, without limitation the Original Agreementdated July 17, 1998, as amended and the Agreement dated April 27,2004, as amended and any amendments thereto. There are no representations, warranties, forms, conditions,undertakings or collateral agreements expressed, implied or statutory betweenthe parties other than as expressly set forth in this Agreement and itsSchedules.  You waive any right to asserta claim based on any pre-contractual representations, negligent, or otherwise,made by the DRAXIS Group.

 

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

 
|   |       |   | Yours  truly,          |   |
|--------|------------|--------|------------------------|--------|
|   |       |   |                   |   |
|   | ** ** |   | **DRAXIS HEALTH INC.** |
|   | ** ** |   | ** **             |
|   | ** ** |   | ** **             |
|   |       |   |                   |   |
|   |       | Per:   | /s/  Brian King        |   |
|   |       |   | Brian  King, Chairman  |   |
|   |       |   | Board  of Directors    |   |
|        |            |        |                        |        |  |

 

I accept the above-noted terms of employment with DRAXIS Health Inc. asPresident and Chief Executive Officer, I agree to comply with and be bound bythe terms of employment outlined in this Agreement.

 

Dated at Montréal, the 19 day of February, 2008.

 
| /s/  Alida Gualtieri |   |   | /s/ Dan Brazier |   |
|----------------------|--------|--------|-----------------|--------|
| Witness              |   |   | Dan  Brazier    |   |

 

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**TABLE OF CONTENTS**

 
| **1.**     | **EMPLOYMENT**                                                      | **1**                                                       |
|------------|---------------------------------------------------------------------|-------------------------------------------------------------|
| ** ** | ** **                                                          | ** **                                                  |
| **2.**     | **BASE SALARY**                                                     | **1**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **3.**     | **BENEFITS**                                                        | **1**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **4.**     | **STOCK OPTION PLAN**                                               | **2**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **5.**     | **DEFERRED SHARE UNIT  PLAN**                                       | **2**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **6.**     | **DISCRETIONARY BONUS**                                             | **2**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **7.**     | **LONG TERM INCENTIVE PLAN**                                        | **2**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **8.**     | **MEMBERSHIPS AND  PUBLICATIONS**                                   | **2**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **9.**     | **VACATION**                                                        | **2**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **10.**    | **TRAVEL AND  ACCOMODATION ALLOWANCE**                              | **3**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **11.**    | **EXPENSES**                                                        | **3**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **12.**    | **DEDUCTIONS**                                                      | **3**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **13.**    | **EMPLOYEE’S COVENANTS**                                       | **3**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
| **14.**    | **CONFIDENTIAL  INFORMATION, NON-SOLICITATION AND NON-COMPETITION** | **4**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
|       | **(a)**                                                             | **Non-Disclosure  of Confidential Information**             | 4 |
|       | **(b)**                                                             | **Non-Solicitation  and Non-Competition**                   | 5 |
|       | **(c)**                                                             | **Reasonableness**                                          | 6 |
|       | **(d)**                                                             | **Breach of Agreement**                                     | 6 |
|       |                                                                |                                                        |
| **15.**    | **TERMINATION OF  EMPLOYMENT**                                      | **6**                                                       |
| ** ** | ** **                                                          | ** **                                                  |
|       | **(a)**                                                             | **Termination by  DRAXIS With Cause**                       | 6 |
|       | **(b)**                                                             | **Termination  by DRAXIS Without Cause and Without Notice** | 6 |
|       | **(c)**                                                             | **Termination  Payment Following a Change of Control**      | 7 |
|       | **(d)**                                                             | **Termination by DRAXIS  Without Cause upon Disability**    | 9 |
|       | **(e)**                                                             | **Death**                                                   | 10 |
|       | **(f)**                                                             | **Resignation and Retirement**                              | 10 |
|       | **(g)**                                                             | **No Further Notice or  Compensation**                      | 10 |
|       | **(h)**                                                             | **Release and Discharge**                                   | 10 |
|       |                                                                |                                                        |
| **16.**    | **FAIR  AND REASONABLE**                                            | **10**                                                      |
| ** ** | ** **                                                          | ** **                                                  |
| **17.**    | **RETURN  OF PROPERTY**                                             | **10**                                                      |
| ** ** | ** **                                                          | ** **                                                  |
| **18.**    | **PROVISIONS OPERATING  FOLLOWING TERMINATION**                     | **10**                                                      |
| ** ** | ** **                                                          | ** **                                                  |
| **19.**    | **ACKNOWLEDGEMENT**                                                 | **11**                                                      |
| ** ** | ** **                                                          | ** **                                                  |
| **20.**    | **SEVERABILITY**                                                    | **11**                                                      |
| ** ** | ** **                                                          | ** **                                                  |
| **21.**    | **NOTICE**                                                          | **11**                                                      |
| ** ** | ** **                                                          | ** **                                                  |
| **22.**    | **GOVERNING  LAW**                                                  | **11**                                                      |
|            |                                                                     |                                                             |  |  |

 

----

 
| ** ** | ** **                | ** ** |
|------------|---------------------------|------------|
| **23.**    | **BENEFIT  OF AGREEMENT** | **11**     |
| ** ** | ** **                | ** ** |
| **24.**    | **ENTIRE  AGREEMENT**     | **12**     |

 

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