**Exhibit4.59**

**DRAXIS HEALTH INC.**

**TERMS OF REFERENCE FOR THE NON-EXECUTIVE CHAIR**
| **Title:**       | Chair of the Board                                                                                                                                                                                                           |
|------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **       |                                                                                                                                                                                                                         |
| **Appointment:** | The Chair of the Board serves at the pleasure of the  Board of Directors (the “Board”) and shall be appointed annually. The Chair  must be an independent Director.                                                |
| ** **       |                                                                                                                                                                                                                         |
| **Reports:**     | The Chair maintains open communication with the  Chief Executive Officer. The Chair has unfettered two-way communication with  all senior officers.                                                                          |
| ** **       |                                                                                                                                                                                                                         |
| **Function:**    | The Chair’s primary role includes ensuring that the  Board functions properly, that it meets its obligations and responsibilities,  and that its organization and mechanisms are in place and are working  effectively. |

 

**Key Responsibilities:**

1.             Providesleadership to the Board of Directors with respect to its functions as describedin the Board’s written mandate and as otherwise may be appropriate, includingoverseeing the logistics of the operations of the Board.

2.             Chairsmeetings of the Corporation’s Board and meetings of Shareholders.

3.             Ensuresthat the Board meets on a regular basis and at least quarterly and that theBoard meets at every regularlyscheduled Board meeting withoutmanagement present.

4.             Inconsultation with the Chief Executive Officer, establishes a calendar forholding meetings of, and sets the agendas for the meetings of, the Board andthe Shareholders.

5.             Incollaboration with the Chief Executive Officer and the Secretary, ensures thatagenda items for all Board, Board Committee, and Shareholder meetings are readyfor presentation and that adequate information is distributed to Directors inadvance of such meetings in order that Directors may properly inform themselveson matters to be acted upon and ensures that there will be timely distributionof minutes that are to be distributed to all Board members.

6.             Acts asliaison and maintains communication with all Directors and Board CommitteeChairs to optimize and co-ordinate input from Directors, and optimizeseffectiveness of the Board and Board Committees.

7.             Ensuresthat the Board receives adequate and regular updates from the Chief ExecutiveOfficer on all issues important to the business and affairs of the Corporation.

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8.             Meetsperiodically with the Chief Executive Officer and the Secretary to optimize theliaison function and ensure efficient communication between management and theBoard.

9.             At therequest of the President and Chief Executive Officer, provides assistance onmajor policy issues such as acquisitions, divestitures, and new strategicinitiatives.

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