## **Exhibit 4.55**

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## **Draxis Health Inc.**

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## **Charter of The Audit Committee**

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**Purpose**

 

The primary function of the audit committee(the “Audit Committee”) of the board of directors (the “Board”) of DraxisHealth Inc. (the “Corporation”) is to assist the Board in fulfilling itsoversight responsibilities by:

 

•                  Reviewing theintegrity of the consolidated financial statements of the Corporation;

•                  Recommending tothe Board the appointment of the Independent Registered Chartered Accountantsand review the Independent Registered Chartered Accountants’ qualifications andindependence;

•                  Reviewing theperformance of the Corporation’s Independent Registered Chartered Accountants;

•                  Reviewing thetimely compliance by the Corporation with all legal and regulatory requirementsfor audit and related financial functions of the Corporation;

•                  Reviewingfinancial information contained in public filings of the Corporation prior tofiling;

•                  Reviewingearnings announcements of the Corporation prior to release to the public;

•                  Overseeing theCorporation’s systems of and compliance with internal financial controls andmanagement’s reporting on internal controls;

•                  Reviewing theCorporation’s auditing, accounting and financial reporting processes; and

•                  Dealing with allcomplaints regarding accounting controls and auditing matters.

 

Consistent with this function, the Audit Committee should encouragecontinuous improvement of, and should foster adherence to, the Corporation’spolicies, procedures and practices at all levels.

 

**Approval of Charter**

 

This Audit Committee charter requires approval by the Board.

 

Future changes to this charter requires approval by the Board based onthe recommendation of the Audit Committee.

 

**Structure and Composition**

 

The Audit Committee shall consist of no fewer than three members.

 

The members of the Audit Committee shall: (i) be free from anyrelationship that, in the opinion of the Board, would interfere with theexercise of his or her independent judgment as a member of the Audit Committee;and (ii) meet the independence and experience requirements of all applicablecorporate, exchange and securities act rules and

 

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regulations in the United States and Canada (the “Regulations”)including, but not limited to:

 

•                  theSarbanes-Oxley Act of 2002 (the “Act”);

•                  the SecuritiesExchange Act of 1934 (the “Exchange Act”);

•                  the rules andregulations of the Securities and Exchange Commission (the “SEC”);

•                  the NASDAQ StockMarket, Inc. (“NASDAQ”);

•                  the TorontoStock Exchange (“TSX”); and

•                  Canadiannational and provincial securities rules and regulations.

 

All members of the Audit Committee shall be “financially literate” assuch term is defined by the Regulations.

 

At least one member of the Audit Committee shall be a “financial expert”as such term is defined by the Regulations. Determinations as to whether anyparticular member of the Audit Committee satisfies this requirement shall bemade by the Board.

 

The members of the Audit Committee shall be appointed by the Boardannually on the recommendations of the Nominating and Corporate GovernanceCommittee or until successors are duly elected.

 

The Board shall normally designate the Chair of the Audit Committee. Inthe event that a Board designation is not made, the members of the AuditCommittee shall elect a Chair by majority vote of the full Audit Committeemembership.

 

In the event that the Chair of the Audit Committee does not attend ameeting of the Audit Committee, the members of the Audit Committee shall electa temporary Chair for such meeting by majority vote of the members inattendance at the meeting.

 

Once appointed, Audit Committee members shall cease to be a member ofthe Audit Committee only upon:

 

(i)             resignation from the Board;

 

(ii)          death;

 

(iii)       disability, as determined by an independentphysician retained by the Board; or

 

(iv)      not being re-appointed pursuant to the annualappointment process described above.

 

Members of the Audit Committee shall not simultaneously serve on theaudit committees of more than two other public companies.

 

**Meetings**

 

The Audit Committee shall meet as often as it determines necessary infulfilling its duties, but not less frequently than quarterly.

 

Greater than 50% of Audit Committee membership is required for meetingquorum.

 

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The Audit Committee shall meet separately on a periodic basis withmanagement and the Independent Registered Chartered Accountants in separatecommittee sessions.

 

The Audit Committee may request any officer or employee of theCorporation or the Corporation’s outside counsel or Independent RegisteredChartered Accountants to attend a meeting of the Audit Committee or to meetwith any members of, or consultations to, the Audit Committee.

 

Meetings of the Audit Committee shall normally be attended by the CEOand CFO of the Corporation and representatives of the Independent RegisteredChartered Accountants. Others may also attend meetings as the Audit Committeemay request.

 

**Resolutions**

 

Resolutions of the Audit Committee shall require approval by a simplemajority of members voting on such resolution.

 

**Responsibilities and Duties**

 

***i)******                Minutes***

 

The Audit Committee shall provide minutes from each meeting held andsuch minutes shall be made available to all members of the Board.

 

***ii)******            Independent RegisteredChartered Accountants***

 

With respect to the Corporation’s Independent Registered CharteredAccountants the Audit Committee shall:

 

•                  have the soleauthority to recommend to the Board the appointment or replacement of theIndependent Registered Chartered Accountants (subject, if applicable, toshareholder approval)

•                  have theIndependent Registered Chartered Accountants report directly to the AuditCommittee

•                  meet with theIndependent Registered Chartered Accountants prior to the annual audit todiscuss the planning, scope and staffing of the audit

•                  be directlyresponsible for establishing the compensation of the Independent RegisteredChartered Accountants, subject to applicable board and shareholder approval

•                  review theinterim and year-end letters of representation provided to the IndependentRegistered Chartered Accountants by management of the Corporation

•                  approve theselection of the senior audit partners having primary responsibility for theaudit

•                  ensure theperiodic rotation of the senior audit partners having primary responsibilityfor the audit and the audit partner responsible for reviewing the audit asrequired by law

 

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•                  at least on anannual basis, evaluate the qualifications, performance and independence of theIndependent Registered Chartered Accountants and the senior audit partnershaving primary responsibility for the audit, including considering whether theauditor’s quality controls are adequate

•                  obtain andreview a report from the Independent Registered Chartered Accountants at leastannually regarding: (i) the Independent Registered Chartered Accountants’internal quality-control procedures, (ii) any material issues raised by themost recent internal quality-control review, or peer review, of the firm, orraised by any inquiry or investigation by governmental or professionalauthorities within the preceding five years respecting one or more independentaudits carried out by the firm, (iii) any steps taken to deal with any issues,and (iv) all relationships between the Independent Registered CharteredAccountants and the Corporation

•                  review andapprove the Corporation’s hiring policies regarding partners, employees, formerpartners or former employees of the Independent Registered CharteredAccountants or a previous Independent Registered Chartered Accountants of theCorporation

•                  pre-approve allauditing services and permitted non-audit services (including fees and termsthereof) to be performed for the Corporation or its subsidiaries by itsIndependent Registered Chartered Accountants

•                  oversee the workof the Independent Registered Chartered Accountants, including the resolutionof disagreements between management and the Independent Registered CharteredAccountants regarding financial reporting

 

***iii)******        Reporting to Board***

 

The Audit Committee shall make regularreports to the Board, but not less frequently than quarterly.

 

***iv)******          Financial Reporting***

 

With respect to the Corporation’s reporting of unaudited quarterlyfinancial results, the Audit Committee shall:

 

•                  Prior to theirpublic release and filing with securities regulatory agencies, review anddiscuss with management and the Independent Registered Chartered Accountantsthe:

 

•                  press release

•                  consolidatedfinancial statements and notes thereto

•                  management’sdiscussion and analysis

•                  results of theIndependent Registered Chartered Accountants’ review

 

The Audit Committee must be satisfied thatadequate procedures are in place for the review of the Corporation’s publicdisclosure of financial information extracted or derived from the Corporation’sfinancial statements and shall periodically assess the adequacy of suchprocedures

 

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•                  The review ofthe Corporation’s unaudited quarterly financial results shall include, but notbe limited to:

 

•                  any significantjudgments (e.g. estimates and reserves) made in the preparation of financialstatements and the view of each as to the appropriateness of such judgments

•                  any significantdisagreements among management and the Independent Registered CharteredAccountants in connection with the preparation of financial statements

•                  the extent towhich changes or improvements in financial or accounting practices, as approvedby the Audit Committee, have been implemented

•                  significantfinancial reporting issues and judgments made in connection with thepreparation of the Corporation’s financial statements, including anysignificant changes in the Corporation’s selection or application of accountingprinciples, any major issues as to the adequacy if the Corporation’s internalcontrols and any special steps adopted in light of material controldeficiencies

•                  the Corporation’suse of “pro forma” or “adjusted” non-GAAP information

•                  the Corporation’suse of forward-looking financial guidance

•                  criticalaccounting policies and practices

•                  alternativetreatments of financial information within generally accepted accountingprinciples that have been discussed with management, ramifications of the useof such alternative disclosures and treatments, and the treatment preferred bythe Independent Registered Chartered Accountants

•                  any writtencommunications between the Independent Registered Chartered Accountants andmanagement (e.g. management letters, schedule of unadjusted differences)

•                  the effect ofregulatory and accounting initiatives as well as off-balance sheet structureson the Corporation’s financial statements

•                  managementcertifications of reports filed by the Corporation pursuant to the Regulations

•                  integrity of theCorporation’s financial reporting processes

•                  anycorrespondence with regulators or governmental agencies and any publishedreports which raise material issues regarding the Corporation’s financialstatements or accounting policies

 

•                  Recommend to theBoard whether the unaudited financial results should be approved by the Board

 

***v)******              Year-End Audit***

 

With respect to the Corporation’s annual audit, the Audit Committeeshall:

 

•                  Prior to theirpublic release and filing with securities regulatory agencies, review anddiscuss with management and the Independent Registered Chartered Accountantsthe:

 

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•                  financialstatements and notes thereto for consolidated and separate entities

•                  management’sdiscussion and analysis

•                  results of theIndependent Registered Chartered Accountants’ audit

 

•                  The review ofthe Corporation’s audited financial results, shall include, but not be limitedto:

 

•                  all mattersdescribed above with respect to unaudited quarterly financial results

•                  results of theIndependent Registered Chartered Accountants’ audit

•                  matters requiredto be discussed by Statement on Auditing Standards No. 61 relating to theconduct of the audit, including any difficulties encountered in the course ofthe audit work, any restrictions on the scope of activities or access torequested information, and any significant disagreements with management

•                  a verbal and/orwritten report, as appropriate, from the Independent Registered CharteredAccountants describing (i) all critical accounting policies and practices to beused, (ii) all alternative treatments of financial information within generallyaccepted accounting principles that have been discussed with management,ramifications of the use of such alternative disclosures and treatments, andthe treatment preferred by the Independent Registered Chartered Accountants,and (iii) other material communications between the Independent RegisteredChartered Accountants and management, such as the annual management letter orschedule of unadjusted  differences

 

•                  Recommend to theBoard whether the audited financial results should be approved by the Board

 

***vi)******          Annual Proxy Statement***

 

The Audit Committee shall issue the reports required of the AuditCommittee to be included in the Corporation’s annual proxy statement.

 

***vii)******      Regulatory Filings***

 

The Audit Committee shall review and recommend to the Board theapproval of all documents filed with securities regulatory agencies including,but not limited to:

 

•                  annual report

•                  Form 20-F

•                  prospectuses

•                  management proxycirculars

 

***viii)******  “Whistle Blower” and RelatedProcedures***

 

The Audit Committee shall have procedures for the receipt, retentionand treatment of complaints received by the Corporation regarding accounting,internal accounting controls or auditing matters and for the confidential,anonymous submission by

 

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 employees of the Corporation ofconcerns regarding questionable accounting or auditing matters.

 

***ix)******         Fraud***

 

Management shall report to the Audit Committee on a timely basis alldiscovered incidents of fraud within the Corporation, regardless of monetaryvalue.

 

***x)******             Related PartyTransactions***

 

The Audit Committee shall review and, if appropriate, approve, togetherwith the other independent members of the Board, all related-party transactionsincluding those between the Corporation and its officers or directors.

 

***xi)******         Legal Matters***

 

The Audit Committee shall review with management, and if necessary, theCorporation’s counsel, any legal matter which could reasonably be expected tohave a material impact on the Corporation’s financial statements or accountingpolicies.

 

***xii)******     Risk Management***

 

The Audit Committee shall discuss with management the Corporation’smajor financial risk exposures and the steps management has taken to monitorand control such exposures, including the Corporation’s risk assessment andrisk management policies including the use of derivative financial instruments.Areas to be considered in this respect include, but are not limited to:

 

•                  insurancecoverage

•                  foreign currencyexposure

•                  interest rateexposure

•                  post retirementobligations, if appropriate.

 

***xiii)  Internal Controls***

 

The Audit Committee shall review and assess the Corporation’s system ofinternal controls, control culture, and risk assessment and control activitiesand shall ensure that management has designed and implemented an appropriateinternal control system.

 

***xiv)******   Corporate Knowledge***

 

The Audit Committee shall strive to expand continually its knowledge ofthe Corporation’s activities.

 

***xv)******       Review of Charter***

 

The Audit Committee shall review and reassess the adequacy of thisCharter annually.

 

***xvi)******     SelfAssessment***

 

The Audit Committee shall annually review the Audit Committee’s ownperformance.

 

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***xvii)  Financial Guidance***

 

In addition to its review of quarterly financial reports, the AuditCommittee shall review any other form of forward-looking financial guidanceprior to issuance by the Corporation.

 

***xviii)  Other***

 

The Audit Committee shall undertake any other activities consistentwith this Charter, the Corporation’s by-laws and governing law, that the AuditCommittee or the Board deem necessary or appropriate.

 

**Other Advisors**

 

The Audit Committee shall have the authority, to the extent it deemsnecessary or appropriate, to retain independent legal, accounting or otheradvisors including consulting with the national office of the IndependentRegistered Chartered Accountants. The Corporation shall provide for appropriatefunding, as determined by the Audit Committee, for payment of compensation tothe Independent Registered Chartered Accountants for the purpose of renderingor issuing an audit report and to any advisors employed by the Audit Committee.

 

The procedure to engage counsel or other experts will be as follows:the member of the Committee who wishes to engage counsel or an expert will haveto advise the Chair of the Committee that he wishes to do so. The Chair of theCommittee will then call a meeting of the Committee to discuss the request andto set up the scope of the engagement. The Chair will also advise the BoardChair of any such engagement.

 

**Limitation**

 

While the Audit Committee has the responsibilities and power set forthin this Charter, it is not the duty of the Audit Committee to plan or conductaudits or to determine that the Corporation’s financial statements anddisclosures are complete and accurate and are in accordance with generallyaccepted accounting principles and applicable rules and regulations. These arethe responsibilities of management and the Independent Registered CharteredAccountants.

 

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