**Exhibit 4.64**

 

**SCHEDULE A**

** **

**Stock Option Plan of Draxis Health Inc.**

 

**AS AMENDED AND SUBMITTED TO THE TSE**

**June 27, 2001**

 

**Stock Option Plan**

 

**of**

 

**Draxis Health Inc.**

 

1.             **Purpose of the Plan**

 

                TheDraxis Health Inc. Stock Option Plan (the “Plan) is intended to attract andretain highly qualified officers, directors and employees who will be motivatedtowards the success of Draxis Health Inc. (the “Corporation”) or any of itssubsidiaries.

 

2.             **Administration**

 

                ThisPlan shall be administered by the Board of Directors of the Corporation (the“Board”).  Subject to the terms of thePlan, the Board is authorized to approve persons to whom options may begranted, to construe and interpret the Plan, to prescribe, amend and rescind rules andregulations relating to the Plan, and to make all determinations and take allactions necessary or advisable for the Plan’s administration.

 

3.             **Granting of Options**

 

                TheBoard may from time to time in the manner herein provided grant options(“Options”) to purchase common shares (“Shares”) of the Corporation todirectors, officers, employees or area managers or arm’s length consultants ofthe Corporation and may provide for the number of Shares to be optioned to eachsuch director, officer, employee, area manager or arm’s length consultant..  Options shall be exercised on or prior to adate determined by the Board of Directors at the date of the grant, which shallbe no later than ten years from the date of the grant and shall be subject tothe terms, conditions, limitations and prohibitions as are herein contained oras may be in effect at the date of the grant.

 

4.             **Shares Subject to Plan**

 

                Theaggregate number of Shares that may be issued pursuant to the Plan shall be7,500,000 Shares.  The number of Sharesreserved for issuance to any one person pursuant to options granted pursuant tothis Plan or otherwise shall not exceed 5% of the outstanding Shares.

 

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5.             **Participants**

 

                Theindividuals who are eligible to receive Options hereunder shall be directors,officers or employees of the Corporation or a subsidiary of the Corporation orarm’s length consultants of the Corporation or a subsidiary of the Corporation(the “Eligible Optionees”).  The Boardshall from time to time, in its sole discretion, determine which of thoseEligible Optionees will be granted Options under the Plan (the “Optionees”) andthe number of Shares to be optioned to such Eligible Optionees.  The Board shall not be precluded fromgranting an Option to an Eligible Optionee solely because such EligibleOptionee may previously have been granted an Option under the plan.

 

6.             **Option Price**

 

                Theexercise price for an Option shall be fixed by the Board when such Option isgranted.  Under no circumstances shallthe exercise price for any Option be less than the closing price of the Shareson The Toronto Stock Exchange on the trading day immediately preceding the dateof the grant.

 

7.             **Option Terms**

 

(a)                                  Subjectto paragraph 3 hereof, the period during which any Option may be exercised, inwhole or in part, shall be such period as the Board may determine (the “OptionPeriod”).  If the Option Period of anyvested Option falls on, or within, nine (9) trading days immediatelyfollowing, a date upon which an Optionee is prohibited from exercising suchOption due to a black-out period or other trading restriction imposed by theCorporation, then the Option Period of such Option shall be automaticallyextended to the tenth (10th) trading day following the date the relevantblack-out period or other trading restriction imposed by the Corporation islifted, terminated or removed.

 

(b)                                 Inthe event that any Option has not been exercised in respect of all Sharescovered by the Option at the expiry of the Option Period, the Option shallthereupon expire.

 

(c)                                  Inthe event of the death of an Optionee on or prior to the expiry of an Option,while in office and at a time when such Optionee has not fully exercised anyoutstanding Options, such Options, to the extent then exercisable butunexercised, shall be exercisable by such Optionee’s executors or personalrepresentatives within six (6) months after such Optionee’s deathnotwithstanding the expiration date of the Option.  In the event such Options are not exercisedat the expiry of such six-month period, such Options shall expire.

 

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(d)                                 Inthe event of the total and permanent disability of an Optionee (as determinedby the Board of Directors), such Optionee may, within six months after the dateof such determination of disability or such other longer period as the Board ofDirectors may approve, notwithstanding the expiration date of the Option,exercise such part of the Option as is then exercisable.  Unless the Board of Directors otherwisedetermines, in the event the Optionee has not exercised such Option at theexpiry of such six-month period, the Option shall expire.

 

(e)                                  Exceptas provided in subparagraphs 7(c) and (d) above, if an Optioneeceases to hold office as a director, officer, employee or area manager of theCorporation during the Option Period, such part of the Option as is then exercisablemay be exercised by such Optionee for a period of thirty (30) days after suchOptionee ceases to hold such office or position or for such longer period asthe Board of Directors may approve, after which time the Option shallterminate; provided, however, that in no event may any option be exercisedoutside the Option Period.

 

8.             **Non-assignability**

 

                EachOption shall be non-assignable and non-transferable and shall, subject to theterms hereof, be exercisable only by the Optionee to whom it is granted.

 

9.             **Rights of Optionees Before Exercise of Option**

 

                TheOptionees shall not have any rights whatsoever as shareholders in respect ofthe Shares covered by such Options until such Options are exercised and paymentfor such Shares has been made.

 

10.           **Exercise of Option**

 

                Subject to theprovisions of the Plan, an Option may be exercised from time to time bydelivery to the Corporation at its registered office of a written notice ofexercise in the form attached hereto as Schedule A specifying the number ofShares with respect to which the Option is being exercised, and accompanied bypayment in full of the purchase price for the Shares then being purchased and aduly executed Stock Option Agreement.

 

11.           **Share Capital Adjustments**

 

                Ifthe outstanding Shares subject to this Plan are changed into or exchanged for adifferent number or kind of shares or securities, as a result of one or moreamalgamations, reorganizations, re-capitalization, stock splits,consolidations, stock 

 

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dividends in the nature of stock splits or the like,appropriate adjustments shall be made in the number and/or kind of shares orsecurities for which the Options may thereafter be granted under this Plan andfor which Options then outstanding under this Plan may thereafter be exercised.  Any such adjustment in outstanding Optionsshall be made without changing the aggregate exercise price applicable to theunexercised portions of such Option.

 

                Nofractional securities shall be issued upon the exercise of an Option.  Accordingly, if as a result of any adjustmentunder this paragraph, an Optionee would be entitled to a fractional security,the Optionee shall have the right to acquire only the adjusted number of wholesecurities and no payment or other adjustment will be made with respect tofractional securities so disregarded.

 

12.           **Liquidation, Dissolution or Winding-up**

 

                Inthe event that the Corporation proposes to liquidate, dissolve or wind-up, theCorporation shall give written notice thereof to each Optionee and suchOptionee shall be entitled to exercise all then exercisable Options withinthirty (30) days of the giving of such notice, provided, however, that in noevent may such Option be exercised outside of the Option Period.  Upon the expiration of such thirty (30) dayperiod, all rights of Optionees to such Options or to exercise the same shallterminate and cease to have any further force or effect, unless otherwisedetermined by the Board of Directors.

 

13.           **Change of Control**

 

                Notwithstandingthe foregoing, in the event that at any date following the date hereof:

 

(a)                                  anychange in the ownership as of the date hereof, direct or indirect, of theoutstanding shares of the Corporation as a result of which an individual,partnership, association, trust, unincorporated organization, (“person”) orgroup of Persons, hold shares and/or other securities in excessive of thenumber which, directly or following conversion or exercise thereof, willentitle the holders thereof to cast 20% or more of the votes attaching all suchshares and/or other securities of the Corporation which may be cast to electthe directors of the Corporation; or

 

(b)                                 thesale, transfer or any manner of disposition of 50% or more of the assets of theCorporation to an arm’s length Person;

 

and the Board of Directors recommends acceptance ofsuch offer to the Shareholders of the Corporation or, if the Board of Directorshas made no recommendation, the Shareholders have approved or accepted theproposed transaction, then any Option outstanding hereunder, including Optionsnot then otherwise exercisable, shall become 

 

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immediately exercisable upon the issuance of therecommendation of the Board of Directors or the approval or acceptance of theShareholders, as the case may be.

 

14.       **Amendment orDiscontinuation**

 

                The Board reserves the right, inits sole discretion, to amend, suspend or terminate the Plan or any portionthereof at any time, in accordance with applicable legislation, withoutobtaining the approval of shareholders. Any amendment to any provision of the Plan will be subject to anyrequired regulatory or shareholder approval.

 

Notwithstanding theforegoing, the Corporation will be required to obtain the approval of theshareholders of the Corporation for any amendment related to:

 

(a)                                  themaximum number of Shares reserved for issuance under the Plan (and under anyother share compensation arrangements of the Corporation);

(b)                                 areduction in the exercise price for Options; and

(c)                                  anextension to the term of Options.

 

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**SCHEDULE “A”**

 

**Stock Option Plan**

 

**Draxis Health Inc.**

 

**Election to Purchase**

 

TO:         The Secretary of

                Draxis Health Inc.

 

                Pursuant to theterms of the stock option granted to me on (the “Date of the Grant”), I herebyelect to purchase                    common shares of Draxis Health Inc. which were the subject of such stockoption.  I understand that such purchaseis subject to all the terms and conditions of such stock option and of theDraxis Health Inc. Stock Option Plan.

 

                Enclosed is acertified cheque, bank draft or money order payable to Draxis Health Inc. inthe amount of $                    ,the full amount of the exercise price for the number of common shares indicatedabove.

 
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