**Exhibit 4.51**

 

December 20, 2005

 

**BY EMAIL**

 

Mr.Dan Brazier

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#### **Re:Employment Agreement**

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Dear Dan:

 

By this letter we hereby confirm that in accordance withyour nomination as Chief Executive Officer of DRAXIS Health Inc. (“DRAXIS”)effective October 4, 2005, your employment agreement with DRAXIS dated April27, 2004 as amended as on August 25, 2004 (collectively referred to as the “Agreement”)is amended as follows:

 

1.               By adding that asof October 4, 2005 your title is “Chief Operating Officer” and that you nolonger hold the title “Senior Vice President Corporate Development andStrategic Planning”.

 

2.               By inserting inSection 2 that your Base Salary as of October 4, 2005 will be $320,000 perannum, payable semi-monthly, in arears in 24 equal instalments of $13,333.33.

 

3.               By deleting thesentence in Section 3 “*You will be entitledto an amount equivalent to 5% of your Base Salary in lieu of participation inDRAXIS’s Retirement Savings Program*” and replacing it with “*You will be entitled to an amount of up to 5% of yourBase Salary, which exact percentage shall be determined from year to year byDRAXIS in lieu of participation in DRAXIS’s Retirement Savings Program*”.

 

4.               It is herebyconfirmed that a special bonus in the amount of $100,000 (CDN) will be grantedto you in early 2006 if you do not exercise the existing parachute clause setforth in paragraphs 1 and 2 of Section 13 as set forth in the letter amendmentof August 25, 2004 (hereinafter the “Special Bonus”).

 

5.               By deleting Section13 in its entirety and replacing it as flollows:

 

# **a) Termination by DRAXIS WithCause**

 

DRAXIS mayterminate this Agreement and your employment hereunder at any time With Cause,as that term has been interpreted pursuant to the laws of the Province ofOntario, without notice and without payment of any kind of compensation eitherby way of anticipated earnings or damages of any kind, it being understood thatall Base Salary,

 

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accruedvacation pay and all expense claims with the terms of this Agreement incurredup to the date of termination shall be payable to you.

 

#### **b)Termination by DRAXIS Without Cause But With Notice**

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DRAXIS mayterminate this Agreement and your employment hereunder by providing to you oneyear’s actual notice of termination. The amount of the notice shall consistsolely of Base Salary for the actual year. At its sole discretion, DRAXIS mayprovide to you a shorter period of notice of termination, in which case, thepayments referred to in Section 13(c) shall be applicable, but such payments asmay be required by Sections 13 (c) (1) and (4) shall be reduced by the noticeprovided, so that the total notice and payments in lieu of notice provided toyou shall be equivalent to one year from the date you are advised of the termination.

 

#### **c) Termination by DRAXISWithout Cause and Without Notice**

#### ** **

DRAXIS mayterminate this Agreement and your employment hereunder, in its sole discretion,without notice and Without Cause, effective immediately upon the date you areadvised of the termination.

 

Except asoutlined in Section 13(b), if your employment is terminated Without Causepursuant to this Section, DRAXIS shall:

 

 

1)                                                              Payto you a severance allowance equivalent to one year of your then current BaseSalary in a lump sum, within two weeks following the date of such termination.

 

2)                                                              Payto you all outstanding vacation pay and any earned but unpaid salary up to thedate of such termination within two weeks of the date of termination.

 

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

 

4)                                                              Ensureit has complied with all statutory obligations imposed by the *Employment Standards Act 2000*.

 

The paymentreferred to in paragraph 1, above, shall be guaranteed and shall not be subjectto set off or deduction as a result of your obtaining alternate employmentfollowing such termination or otherwise mitigating any damages arising fromsuch termination. Further, the payment referred to in paragraph 1, above, isinclusive of all statutory payments, including statutory termination andseverance, which may be owed to you.

 

The amountspaid to you pursuant to this paragraph shall be subject to all requireddeductions.

 

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Upontermination of your employment in accordance with this Section 13(c), you shallreturn to DRAXIS all stock options, and other securities which have not vestedor accrued during your employment with DRAXIS.

 

**d) Termination Payment**

 

(1)                                  Inaccordance with section 13(d) (2) below, if there is a Change of Control (ashereinafter defined) you shall be entitled to the following:

 

 

A.                                                           the amounts of any unpaid Base Salary earnedup to and including date of termination;

 

B.                                                             Any unpaid vacation pay earned up to andincluding date of termination;

 

C.                                                             a lump sum amount, equal to: (A) two timesyour then current Base Salary in effect immediately prior to the date of theChange of Control and (B) two times the amount paid to you, for the precedingcalendar year immediately prior to the date of the Change of Control, as adiscretionary bonus; 

 

D.                                                            any additional statutory obligations imposedby the *Employment Standards Act 2000*;

 

E.                                                              the right to exercise all DRAXIS stockoptions and other DRAXIS securities including those not then otherwiseexercisable as provided for below.

 

The paymentsreferred to in paragraph 13(d), above, shall be guaranteed and shall not besubject to set off or deduction as a result of your obtaining alternate employmentfollowing termination or otherwise mitigating any damages arising fromtermination. Further, notwithstanding paragraph 13(d) (1) (D) above, thepayment referred to in paragraph 13(d) (1) (C) above, is inclusive of allstatutory payments, including statutory termination and severance, which may beowed to you following termination.

 

It is alsounderstood and agreed that the Special Bonus of $100,000 paid in early 2006 inaccordance with your nomination as Chief Operating Officer shall not beincluded in the calculation of the Termination Payment in 13(d) (1) (C) above.

 

The amountspaid to you pursuant to this paragraph shall be subject to all requireddeductions.

 

For thepurposes of this Agreement, a Change of Control shall be deemed to occur in thefollowing circumstances.

 

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

 

(i)                                     any change in the ownership as of the datehereof, direct or indirect, of the outstanding shares of DRAXIS as a result ofwhich an individual, partnership, association, trust, unincorporatedorganization, (“Person”) or group of

 

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Persons,hold shares and/or other securities in excessive of the number which, directlyor following conversion or exercise thereof, will entitle the holders thereofto cast 20% or more of the votes attaching to all such shares and/or other securities of DRAXIS which may be castto elect the directors of DRAXIS; or

 

(ii)                                  the sale, transfer or any manner ofdisposition of 50% or more of the assets of DRAXIS to an arm’s length Person;

 

andthe 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 greaterclarity, no provision in this employment agreement shall be deemed to supersedeany provision of the Stock Option Plan of DRAXIS, as amended from time to time,with respect to the right to exercise options held by the employee in certaincircumstances.

 

(2)                                  Except for the ability to exercise all stockoptions upon a Change of Control as provided in paragraph 13(d)(1)(E), thepayments and entitlements outlined in paragraph 13(d) (1) shall become due andpayable if, and only if:

 

A.                                                           therehas been a Change of Control; and

 

B.                                                             within12months following anyChange of Control:

 

(i)             your employment isterminated without cause by DRAXIS or by any successor employer to DRAXIS, as thecase may be; or

 

(ii)          by its conduct asdescribed below, DRAXIS or any successor employer to DRAXIS, as the case maybe, constructively terminates your employment by:

 

•                  relocatingwithout just cause the position and/or location of your principal office morethan 20 kilometers from the location of your office on the date immediatelyprior to the Change of Control, without your consent; or

 

•                  materiallyreducing without just cause your title, reporting relationship,responsibilities or authority without your consent; or

 

•                  reducing without just cause thesalary paid to you by the successor employer or terminating without just causeor materially reducing without just cause the value of your benefit programs,including, but not limited to, life insurance benefits, accidental death anddismemberment

 

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benefits,long term disability benefits, extended health coverage and dental benefits,which are referred to in Section 3 above;

 

C.                                                             And,you elect in writing to receive the payments outlined in Section 13(d)(1).

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#### **e)**Termination byDRAXIS Without Cause upon Disability

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If, as aresult of incapacity due to physical or mental illness, you are unable torender services of substantially the kind and nature, and substantially to theextent required to be rendered in accordance with this Agreement, and if suchincapacity is expected to continue for a period of at least twelve consecutivemonths from the date such incapacity commenced (“Absence Date”) this Agreementmay be deemed to be frustrated. Your employment hereunder shall cease to beeffective on the tenth day after written notice of cessation of employment (“Noticeof Cessation”) to you, provided that prior to such cessation DRAXIS has beenfurnished with the written certification of a qualified medical doctordesignated by DRAXIS and you jointly which states that you are and are expectedto continue to be for at least twelve consecutive months from the Absence Date,unable to render such services by reason of such incapacity and the date uponwhich 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 thirdmedical doctor shall be binding on DRAXIS and you. You consent to submit tosuch examination as may be required by any such medical doctor or doctors.

 

If your employment ceases pursuant to this Section,you shall be entitled to receive a total amount equivalent to one year of yourthen current Base Salary, commencing on the date upon which the Notice ofCessation is delivered and payable in 24 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 payperiod. Notwithstanding the cessation of your employment pursuant to thisSection, you shall be entitled to retain and exercise, within a period of 6months following the Notice of Cessation, all stock options which have vestedor accrued during your employment with DRAXIS.

 

**f) Death**

 

In the event that you should die during the term ofthis Agreement, your employment shall automatically terminate. All salary,vacation pay and any bonus payments earned to date of death but unpaid will bepaid to your estate, however, no other payment of any compensation either byway of anticipated earnings or damages of any kind shall be paid and Section13(h) shall be applicable.

 

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**g) Resignation and Retirement**

 

You shall provide DRAXIS with three months notice, inwriting, of your resignation or your retirement from DRAXIS. Unless the Boardof Directors of DRAXIS otherwise determines, you shall return to DRAXIS allstock options granted to you during your employment with DRAXIS which becomeexercisable after the date you cease to be an employee of DRAXIS and/ or theDRAXIS Group.

 

#### **h) No Further Notice orCompensation**

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Upon termination of youremployment under this Agreement, you shall not be entitled to any furthergrants of stock options nor shall you be entitled to any further participationin any other incentive plan of the DRAXIS Group other than as specifically setforth in this Agreement. For all purposes, “termination of your employment” and“termination date” shall be the final day of employment with DRAXIS, and shallnot be deemed to include any period during which you may be entitled tostatutory notice, statutory termination pay or any contractual or statutorynotice period and in particular, shall not be deemed to include the noticeperiod identified above.

 

All of the other termsand conditions of your Agreement remain unchanged. We would ask that youconfirm your acceptance of these modifications by signing the duplicate of thisletter.

 

If you have any questions concerning thesemodifications, please do not hesitate to communicate with the undersigned.

 
| Regards,                               |
|----------------------------------------|
|                                   |
| **DRAXIS  HEALTH INC.**                |
| ** **                             |
| /s/ Dr. Martin Barkin                  |   |
|                                   |
| Dr. Martin Barkin                      |
| President and Chief  Executive Officer |

 

 

I hereby confirm having read the above-mentionedmodifications to my Employment Agreement dated April 27, 2004 as amended onAugust 25, 2004 and hereby confirm my acceptance of said modifications.

 

 

Signed this 21 day ofDecember, 2005 at Toronto.

 

 
| /s/Dan Brazier   |   |
|------------------|--------|
| **Dan  Brazier** |

 

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