<PAGE>

                                                                   Exhibit 1.1

[LOGO]   Industry Canada           Industrie Canada


Certificate                            Certificat
of Amalgamation                        de fusion

Canada Business                        Loi canadienne sur
Corporations Act                       les societes par actions



   DRAXIS HEALTH INC./                       357288-9
   SANTE DRAXIS INC.


--------------------------------       ---------------------------------------
Name of corporation-Denomination       Corporation number-Numero de la societe
de la societe


I hereby certify that the above-named  Je certifie que la societe susmentionnee
corporation resulted from an           est issue d'une fusion, en vertu de
amalgamation, under section 185 of     l'article 185 de la LOI CANADIENNE SUR
the CANADA BUSINESS CORPORATIONS ACT,  LES SOCIETES PAR ACTIONS, des societes
of the corporations set out in         dont les denominations apparaissent dans
the attached articles of               les statuts de fusion ci-joints.
amalgamation.


/s/ [ILLEGIBLE]                        JANUARY 1, 1999/LE 1 JANVIER 1999

Director - Directeur                   Date of Amalgamation - Date de fusion


[LOGO]


<PAGE>
<TABLE>
<S><C>

[LOGO]    Industry Canada       Industrie Canada               FORM 9                       FORMULE 9
                                                      ARTICLES OF AMALGAMATION          STATUTS DE FUSION
           Canada        Loi canadienne sur les            (SECTION 185)                   (ARTICLE 185)
          Business       societespar actions


-------------------------------------------------------------------------------------------------------------
1 - Name of amalgamated corporation                   Denomination de la societe issue de la

DRAXIS HEALTH INC./SANTE DRAXIS INC.

-------------------------------------------------------------------------------------------------------------
2 - The place in Canada where the registered office   Lieu au Canada ou doit etre situe le siege social
    is to be situated

In the Regional Municipality of Peel, in the Province of Ontario.

-------------------------------------------------------------------------------------------------------------
3 - The classes and any maximum number of shares      Categories et tout nombre maximal d'actions que la
    that the corporation is authorized to issue       societe est autorisee a emettre

The Corporation is authorized to issue an unlimited number of Common Shares, an unlimited number of
Preferred Shares and an unlimited number of Employee Participation Shares, the rights, privileges,
restrictions and conditions of which are set out in the annexed Schedule 1 which is incorporated in this form.

-------------------------------------------------------------------------------------------------------------
4 - Restrictions, if any, on share transfers          Restrictions sur le transfert des actions, s'il y a lieu

There are no restrictions.

-------------------------------------------------------------------------------------------------------------
5 - Number (or minimum and maximum number) of         Nombre (ou nombre minimal et maximal) d'administrateurs
    directors

Minimum of 1 and a maximum of 12.

--------------------------------------------------------------------------------------------------------------
6 - Restrictions, if any, on business the             Limites imposees a l'activite commerciale de la societe,
    corporation may carry on                          s'il y a lieu

There are no restrictions.

--------------------------------------------------------------------------------------------------------------
7 - Other provisions, if any                          Autres dispositions, s'il y a lieu

The annexed Schedule 2 is incorporated in this form.

--------------------------------------------------------------------------------------------------------------
8 - The amalgamation has been approved pursuant to    La fusion a ete approuvee en accord
    that section or subsection of the Act which       avec l'article ou le paragraphe de la
    is indicated as follows:                          Loi indique ci-apres

                                                      / / 183
                                                      /X/ 184(1)
                                                      / / 184(2)

--------------------------------------------------------------------------------------------------------------
9 - Name of the amalgamating corporations       Corporation No.                                     Title
    Denomination des societes fusionnantes      No de la societe    Signature             Date      Titre
--------------------------------------------------------------------------------------------------------------
Draxis Health Inc./Sante Draxis Inc.                                                     Dec. 23
                                                   341745-0         /s/ Martin Barkin    1998       Director
--------------------------------------------------------------------------------------------------------------
DAHI Animal Health Inc./Sante Animale DAHI Inc.                                          Dec. 23
                                                   321703-5         /s/ Martin Barkin    1998       Director
--------------------------------------------------------------------------------------------------------------
DAHI Animal Health (Ontario) Inc./Sante Animale                                          Dec. 23
DAHI (Ontario) Inc.                                321704-3         /s/ Martin Barkin    1998       Director
--------------------------------------------------------------------------------------------------------------
Draxis Animal Health (Canada) Inc.                                                       Dec. 23
                                                   238120-6         /s/ Martin Barkin    1998       Director
--------------------------------------------------------------------------------------------------------------
Viapharm Inc.                                                                            Dec. 23
                                                   356820-2         /s/ Martin Barkin    1998       Director
--------------------------------------------------------------------------------------------------------------
Draxis Orthopaedics Inc.                                                                 Dec. 23
                                                   356821-1         /s/ Martin Barkin    1998       Director
--------------------------------------------------------------------------------------------------------------

FOR DEPARTMENTAL USE ONLY - A L'USAGE DU MINISTERE SEULEMENT                Filed - Deposee
Corporation No. - No de la societe

                                357288-9                                    Dec. 30/1998
</TABLE>

<PAGE>

                                   SCHEDULE 1

                            ARTICLES OF AMALGAMATION

1.   RIGHTS AND PRIVILEGES: The rights, privileges, restrictions and conditions
     attaching to the Common Shares are as follows:

     (a) PAYMENT OF DIVIDENDS: The holders of the Common Shares shall be
         entitled to receive dividends if, as and when declared by the board
         of directors of the Corporation out of the assets of the Corporation
         properly applicable to the payment of dividends in such amounts and
         payable in such manner as the board of directors may from time to
         time determine. Subject to the rights of the holders of any other
         class of shares of the Corporation entitled to receive dividends in
         priority to or ratably with the holders of the Common Shares, the
         board of directors may in their sole discretion declare dividends on
         the Common Shares to the exclusion of any other class of shares of
         the Corporation.

     (b) PARTICIPATION UPON LIQUIDATION, DISSOLUTION OR WINDING-UP: In the
         event of the liquidation, dissolution or winding-up of the
         Corporation or other distribution of assets of the Corporation among
         its shareholders for the purpose of winding-up its affairs, the
         holders of the Common Shares shall, subject to the rights of the
         holders of any other class of shares of the Corporation entitled to
         receive the assets of the Corporation upon such distribution in
         priority to or rateably with the holders of the Common Shares, be
         entitled to participate rateably in any distribution of the assets of
         the Corporation.

     (c) VOTING RIGHTS: The holders of the Common Shares shall be entitled to
         receive notice of and to attend all annual and special meetings of
         the shareholders of the Corporation and to 1 vote in respect of each
         Common Share held at all such meetings.

2.   RIGHTS AND PRIVILEGES: The rights, privileges, restrictions and conditions
     attaching to the Preferred Shares are as follows:

     (a) SERIES: The Preferred Shares may at any time or from time to time be
         issued in one or more series. Subject to the following provisions
         the board of directors of the Corporation (the "Board') may by
         resolution fix from time to time, before the issue thereof, the
         number of shares in, and determine the designation, rights,
         privileges, restrictions and conditions attaching to the shares of,
         each series of Preferred Shares including, without limiting the
         generality of the foregoing, any preferential dividends and the
         dates and places of payment thereof, any redemption and/or purchase
         prices and the terms and conditions of any redemption and/or
         purchase, any conversion rights, any purchase fund, any right to
         receive


<PAGE>

                                      -2-

         notice of, attend and vote at meetings or shareholders or other
         provisions.

     (b) PREFERENCE: The Preferred Shares shall be entitled to a preference
         over the Common Shares and any other shares of the Corporation
         ranking junior to the Preferred Shares in the distribution of assets
         in the event of any liquidation, dissolution or winding-up of the
         Corporation, whether voluntary or involuntary, or other distribution
         of the assets of the Corporation among its shareholders for the
         purpose of winding-up its affairs.

     (c) NO PRIORITY: The Preferred Shares of each series shall rank on a
         parity with the Preferred Shares of every other series with respect
         to priority in the payment of dividends and in the distribution of
         assets in the event of liquidation, dissolution or winding-up of the
         Corporation, whether voluntary or involuntary, or other distribution
         of the assets of the Corporation among its shareholders for the
         purpose of winding-up its affairs.

     (d) REDEMPTION: Subject to the provisions relating to any particular
         series, the Corporation may redeem the whole or any part of the
         Preferred Shares of any one or more series outstanding from time to
         time at such price or prices as may be applicable to such series by
         giving at least thirty (30) days prior notice in writing to each
         person who at the date of giving such notice is the registered
         holder of Preferred Shares to be redeemed, of the intention of the
         Corporation to redeem such shares. Such notice shall be given by
         posting the same in a postage paid letter addressed to each such
         holder of Preferred Shares to be redeemed at the last address of
         such holder as it appears on the books of the Corporation or, in the
         event of the address of any holder not so appearing, then to the
         address of such holder last known to the Corporation; provided that
         the accidental failure or omission to give any such notice as
         aforesaid to one or more of such holders shall not affect the
         validity of the redemption of the Preferred Shares to be redeemed.
         Such notice shall set out the redemption price and the date on which
         the redemption is to take place and, unless all the Preferred Shares
         held by the holder to whom it is addressed are to be redeemed, shall
         also set out the number of shares to be redeemed. On and after the
         date specified for redemption the Corporation shall pay or cause to
         be paid to the holders of Preferred Shares to be redeemed the
         redemption price on presentation and surrender at the registered
         office of the Corporation, or at any other place or places within
         Canada or the United States designated by such notice, of the
         certificate or certificates for Preferred Shares called for
         redemption. Such payment shall be made by cheque payable at par at
         any branch in Canada or the United States of the Corporation's
         bankers and any such other places as may be designated by the
         Corporation. Preferred Shares in respect of which the redemption
         price has been paid as aforesaid shall

<PAGE>


                                      -3-

         thereupon be redeemed. In case a part only of the Preferred Shares
         of any particular series is at any time to be redeemed, the shares
         to be redeemed shall be selected by lot in such manner as the board
         shall determine. If a part only of such Preferred Shares represented
         by any certificate shall be redeemed, a new certificate for the
         balance shall be issued at the expense of the Corporation. From and
         after the date specified for redemption in any such notice, the
         Preferred Shares called for redemption shall cease to be entitled to
         exercise any of the rights of shareholders in respect thereof except
         to receive the redemption price therefor, unless payment of the
         redemption price shall not be duly made by the Corporation upon
         presentation of certificates in accordance with the foregoing
         provisions, in which case the rights of such holders shall remain
         unaffected. At any time after notice or redemption is given as
         aforesaid, the Corporation shall have the right to deposit the
         redemption price of any or all Preferred Shares called for
         redemption with any chartered bank or banks or with any trust
         company or trust companies in Canada or the United States named for
         such purpose in the notice of redemption to the credit of a special
         account or accounts in trust for the respective holders of such
         shares, to be paid to them respectively without interest upon
         surrender to such bank or banks or trust company or trust companies
         of the certificate or certificates representing the same. Upon such
         deposit being made or upon the date specified for redemption in such
         notice, whichever is the later, the Preferred Shares in respect
         whereof such deposit shall have been made shall be and be deemed to
         be redeemed and the rights of the holders thereof shall be limited
         to receiving without interest their proportionate part of the total
         redemption price so deposited against surrender of the said
         certificates held by them respectively. Any interest allowed on any
         such deposit shall belong to the Corporation.

     (e) PARTICIPATION UPON LIQUIDATION, DISSOLUTION OR WINDING-UP: In the
         event of the liquidation, dissolution or winding-up of the
         Corporation or any other distribution of assets of the Corporation
         among its shareholders for the purpose of winding-up its affairs,
         the holders of the Preferred Shares shall be entitled to payment of
         an amount equal to the amount paid up on such shares, in the case of
         any liquidation, dissolution, winding-up or other distribution which
         is involuntary, and to payment of an amount equal to the amount paid
         up thereon plus the premium on redemption applicable at the date
         thereof, if any, if the same is voluntary, together, in all cases,
         with all unpaid dividends accrued thereon (which shall for such
         purpose be treated as accruing up to the date of distribution), the
         whole before any amount shall be paid or any assets of the
         Corporation distributed to the holders of any Common Shares or
         shares of any other class ranking junior to the Preferred Shares.
         Upon payment to the holders of the Preferred Shares of the amount
         payable to them, they shall not be entitled to share in any further
         distribution of assets of the Corporation.

<PAGE>

                                      -4-

3.   RIGHTS AND PRIVILEGES: The rights, privileges, restrictions and conditions
     attaching to the Employee Participation Shares ("EP Shares") are as
     follows:

     (a) SERIES: The EP Shares may at any time or from time to time be issued
         in one or more series. Subject to the following provisions, the
         board of directors of the Corporation (the "Board") may by
         resolution fix from time to time, before the issue thereof, the
         number of shares in, and determine the designation, rights,
         privileges, restrictions and conditions attaching to the shares of,
         each series of EP Shares. There shall be only one issuance of each
         series of EP Shares.

     (b) DIVIDENDS: Each EP Share entitles the holder to receive cash
         dividends, if any, as may from time to time be declared payable
         thereon, at the same time as dividends, if any, are paid on Common
         Shares of the Corporation, in an amount for each EP Share of a
         particular series which is equal to the proportion of the amount of
         the dividend declared on each Common Share that the subscription
         price of such EP Share is of the Fair Market Value of the Common
         Shares at the date of issuance of such EP Share.

         For the purpose hereof, the Fair Market Value of a Common Share at a
         particular time means the average of the daily high and low board
         lot trading prices on the Toronto Stock Exchange ("TSE") on each of
         the five trading days immediately preceding the date on which such
         value is to be determined.

     (c) CONVERSION: In the event of a proposal, order or resolution for the
         liquidation, dissolution or winding-up of the Corporation, whether
         voluntary or involuntary; or on the Automatic Conversion Date (as
         defined below); or at the option of a holder on a Conversion Date
         (as defined below) other than the Automatic Conversion Date, the EP
         Shares will become Common Shares, and the number of Common shares a
         holder receives on conversion is the number of Common Shares which
         is determined by multiplying the number of EP Shares held, or in the
         case of conversion on a Conversion Date other than the Automatic
         Conversion Date, the number of EP Shares which the holder elects to
         convert, by a fraction:

         (i)    the numerator of which shall be the Employee Participation
                Share Value (as defined below) of an EP Share of a particular
                series as at the earlier of the Automatic Conversion Date and
                a Conversion Date, as the case may be; and

<PAGE>

                                      -5-

         (ii)   the denominator of which shall be the Fair Market Value of a
                Common Share as at the earlier of the two dates described in
                (i);

         provided that no fractional Common Shares will be issued and no
         payment will be made in respect of fractional Common Shares.

         For the purposes hereof, the Automatic Conversion Date means and
         refers to the date that is the fifth anniversary date of the date of
         issue of the EP Shares of a particular series and is the date on
         which all EP Shares of such series will, to the extent not
         theretofore redeemed, be converted into Common Shares. Conversion
         Date means any Business Day following the date on which the EP
         Shares of a particular series were issued, provided, however, that
         no Conversion Date shall include a date other than the Automatic
         Conversion Date unless on or prior to such date the Minimum Vesting
         Period (as defined below) has expired and the Fair Market Value of
         the Common Shares on such date is at least twenty-five per cent
         (25%) greater than the Fair Market Value of the Common Shares on the
         issue date of the EP Shares of such series. Business Day means a day
         other than a Saturday, Sunday and statutory holiday in the Province
         of Ontario, provided that the principal offices of the Corporation
         in Mississauga, Ontario are open for business on the particular day.
         Minimum Vesting Period means, except as otherwise mutually agreed
         upon by the holder and the Corporation, the period of time
         commencing at the time of issuance of the EP Shares of a particular
         series and ending on an anniversary date of such issuance and
         occurring in the following percentages:

                             Year 1 - 20%
                             Year 2 - 20%
                             Year 3 - 20%
                             Year 4 - 40%

         Employee Participation Share Value in respect of an EP Share of a
         particular series at a particular time means the greater of (i) the
         amount, if any, by which the Fair Market Value of a Common Share as
         at that time exceeds the Fair Market Value of a Common Share as at
         the date on which the first EP Share of a particular series was
         issued; and (ii) the issue price.

         Any right to conversion of an EP Share into a Common Share on a
         Conversion Date other than the Automatic Conversion Date shall be
         exercised by notice in writing given by the holder to the
         Corporation.

<PAGE>

                                      -6-

     (d) NO VOTE: No EP Share shall entitle the holder to vote at meetings of
         shareholders of the Corporation except in special circumstances
         prescribed under the CANADA BUSINESS CORPORATIONS ACT as now enacted
         or as the same may from time to time be amended, re-enacted or
         replaced.

     (e) CANCELLATION: The Corporation may purchase an EP Share at any time
         for cancellation at its issue price with no notice.

4.   The first series of EP Shares shall consist of an unlimited number of 1995
     Employee Participation Shares Series A and shall be designated as 1995 EP
     Shares Series A.

5.   The second series of EP Shares shall consist of an unlimited number of
     1995 Employee Participation Shares Series B and shall be designated as
     1995 EP Shares Series B.

<PAGE>

                                    SCHEDULE 2

                            ARTICLES OF AMALGAMATION

1.   QUEBEC CHARGING POWER: Without restricting any of the powers and
     capacities of the Corporation, whether derived from the CBCA or
     otherwise, the Corporation may mortgage, hypothecate, pledge or
     otherwise create a security interest in all or any present or future,
     real or personal, movable or immovable, legal or equitable, property of
     the Corporation including, without limitation, its book debts, rights,
     powers, franchises and undertaking, for any purpose whatsoever.

2.   The actual number of directors within the minimum and maximum number set
     out in paragraph 5 may be determined from time to time by resolution of
     the directors. Any vacancy among the directors resulting from an
     increase in the number of directors as so determined may be filled by
     resolution of the directors.

3.   The by-laws of the former Draxis Health Inc. / Sante Draxis Inc. shall,
     MUTATIS MUTANDIS, be the by-laws of the Corporation, such by-laws from
     and after the effective date hereof to be supplemented, amended or
     repealed in accordance with the provisions of the CANADA BUSINESS
     CORPORATIONS ACT relating to the making, amending and repealing of
     by-laws.
<PAGE>

<TABLE>
<S><C>

[LOGO]  Industry Canada        Industrie Canada                     FORM 3                            FORMULE 3
                                                        NOTICE OF REGISTERED OFFICE             AVIS DE DESIGNATION
        Canada Business        Loi canadienne sur les        OR NOTICE OF CHANGE                 OU DE CHANGEMENT
        Corporations Act       societes par actions         OF REGISTERED OFFICE                  DU SIEGE SOCIAL
                                                                 (SECTION 19)                       (ARTICLE 19)

---------------------------------------------------------------------------------------------------------------------
1 - Name of corporation - Denomination de la societe                   2 - Corporation No. - No de la societe

DRAXIS HEALTH INC./SANTE DRAXIS INC.

---------------------------------------------------------------------------------------------------------------------
3 - Place in Canada where the registered office is situated       Lieu au Canada ou est situe le siege social

In the Regional Municipality of Peel, in the Province of Ontario.

                                           [STAMP]

                                            FILED
                                            DEPOSE

---------------------------------------------------------------------------------------------------------------------
4 - Address of registered office                                  Adresse du siege social

6870 Goreway Drive
Mississauga, Ontario
L4V 1P1

CAUTION: Address of registered office must be within the place that is specified in articles, otherwise an
amendment is required (Form 4) in addition to

AVIS: L'adresse du siege social doit se situer a l'interieur des limites du lieu indique dans les statuts. Sinon, une
modification est requise (formule

---------------------------------------------------------------------------------------------------------------------
5 - Effective date of change                                      Date d'entree en vigueur du changement

n/a

---------------------------------------------------------------------------------------------------------------------
6 - Previous address of registered office                         Adresse precedente du siege social

n/a






---------------------------------------------------------------------------------------------------------------------
Date                            Signature                                 Title - Titre

December 23, 1998               /s/ Martin Barkin                         Director
                                Dr. Martin Barkin
---------------------------------------------------------------------------------------------------------------------
                                                                          Filed - Deposee

                                                                          -------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S><C>

[LOGO]  Industry Canada        Industrie Canada                  FORM 6                          FORMULE 6
                                                           NOTICE OF DIRECTORS          LISTE DES ADMINISTRATEURS
        Canada Business        Loi canadienne sur          OR NOTICE OF CHANGE           OU AVIS DE CHANGEMENT
        Corporations Act       les societes par                OF DIRECTORS               DES ADMINISTRATEURS
                                                          (SECTIONS 106 AND 113)         (ARTICLES 106 ET 113)

---------------------------------------------------------------------------------------------------------------------
1 - Name of corporation - Denomination de la societe                  2 - Corporation No. - No. de la societe

DRAXIS HEALTH INC./SANTE DRAXIS INC.

---------------------------------------------------------------------------------------------------------------------
3 - The following persons became directors of this corporation       Les personnes suivantes sont devenues
                                                                     administrateurs de la presente societe
---------------------------------------------------------------------------------------------------------------------
Name                         Effective Date                          Residential Address -    Resident Canadian - Y/N
Nom                          Date d'entree en vigeur:                Adresse domiciliaire     Resident canadien - O/N
---------------------------------------------------------------------------------------------------------------------

n/a

                                                                               [STAMP]
                                                                                FILED
                                                                                DEPOSE


---------------------------------------------------------------------------------------------------------------------
4 - The following persons ceased to be directors of this             Les personnes suivantes ont cesse
    corporation                                                      d'etre administrateurs de la presente societe

---------------------------------------------------------------------------------------------------------------------
Name                                    Effective Date
Nom                                     Date d'entree en vigeur:     Residential Address - Adresse domiciliaire
---------------------------------------------------------------------------------------------------------------------
n/a

---------------------------------------------------------------------------------------------------------------------
4 - The directors of this corporation now are                        Les administrateurs de la presente societe
                                                                     sont maintenant

---------------------------------------------------------------------------------------------------------------------

Name - Nom                   Residential Address - Adresse domiciliaire            Resident Canadian - Y/N
                                                                                   Resident canadien - O/N

---------------------------------------------------------------------------------------------------------------------
Dr. Martin Barkin            54 Old Forest Hill Road, Toronto, Ontario M5P 2P9         Yes

Leslie Dan                   78 The Bridal Path, North York, Ontario M3B 2B 1          Yes

George M. Darnell            721 Biltmore Way, #902, Coral Gables, Florida, 33134      No

James P. Doherty             1 Bachelor Place, Toronto, Ontario M2L 1W9                Yes

Brian M. King                13805 Ponderosa Way, Vernon, British Columbia V1B 1A2     Yes

Samuel Sarick                971 Hillholm Road, Toronto, Ontario M5P 1M4               Yes

Stewart D. Saxe              248 Russell Hill Road, Toronto, Ontario M4V 2T2           Yes

John A. Vivash               184 Castlewood Road, Toronto, Ontario M5N 2L7             Yes


---------------------------------------------------------------------------------------------------------------------
Date                            Signature                                 Title - Titre

December 23, 1998               /s/ Martin Barkin                         Director
                                Dr. Martin Barkin
---------------------------------------------------------------------------------------------------------------------
                                                                          Filed - Deposee

                                                                          -------------------------------------------
</TABLE>


<PAGE>

                              IN THE MATTER OF THE
                        CANADA BUSINESS CORPORATIONS ACT

                                       AND

                    IN THE MATTER OF ARTICLES OF AMALGAMATION
                  FILED PURSUANT TO SECTION 185 OF THE SAID ACT
                                   IN THE NAME

                      DRAXIS HEALTH INC./SANTE DRAXIS INC.

                             STATUTORY DECLARATION

     I, Dr. Martin Barkin, of the City of Toronto in the Province of Ontario,
refer to the proposed amalgamation of Draxis Orthopaedics Inc. (the
"Corporation") with Draxis Health Inc./Sante Draxis Inc. ("Draxis"), DAHI
Animal Health Inc./ Sante Animale DAHI Inc. ("DAHI"), DAHI Animal Health
(Ontario) Inc./Sante Animale DAHI (Ontario) Inc. ("Ontario"), Draxis Animal
Health (Canada) Inc. ("Canada") and Viapharm Inc. ("Viapharm") and DO
SOLEMNLY DECLARE that:

1.   I am a director of the Corporation and have personal knowledge of the
matters herein deposed to.

2.   I have satisfied myself that as of the date hereof there are reasonable
grounds for believing that:

     (a)  each of the Corporation, Draxis, DAHI, Ontario, Canada and Viapharm
          is able to pay its liabilities as they become due;

     (b)  the corporation continuing from the amalgamation of the
          Corporation, Draxis, DAHI, Ontario, Canada and Viapharm (the
          "Amalgamated Corporation") will be able to pay its liabilities as
          they become due;

     (c)  the realizable value of the Amalgamated Corporation's assets
          immediately after the issuance of the certificate of amalgamation
          giving effect to the said amalgamation will not be less than the
          aggregate of its liabilities and stated capital of all classes; and

     (d)  no creditor of the Corporation, Draxis, DAHI, Ontario, Canada or
          Viapharm will be prejudiced by the said amalgamation.

<PAGE>

                                       -2-

     And I make this solemn declaration conscientiously believing it to be
true and knowing that it is of the same force and effect as if made under
oath and by virtue of the CANADA EVIDENCE ACT.

DECLARED before me at the City of
Toronto in the Province of Ontario
this 18th day December, 1998.



/s/ [ILLEGIBLE]                        /s/ Martin Barkin
-----------------------------          -------------------------------
A Commissioner, etc.                   Dr. Martin Barkin

<PAGE>

                              IN THE MATTER OF THE
                        CANADA BUSINESS CORPORATIONS ACT

                                       AND

                    IN THE MATTER OF ARTICLES OF AMALGAMATION
                  FILED PURSUANT TO SECTION 185 OF THE SAID ACT
                                   IN THE NAME

                      DRAXIS HEALTH INC./SANTE DRAXIS INC.

                              STATUTORY DECLARATION

     I, Dr. Martin Barkin, of the City of Toronto in the Province of Ontario,
refer to the proposed amalgamation of Draxis Health Inc./Sante Draxis Inc.
(the "Corporation") with DAHI Animal Health Inc./Sante Animale DAHI Inc.
("DAHI"), DAHI Animal Health (Ontario) Inc./Sante Animale DAHI (Ontario) Inc.
("Ontario"), Draxis Animal Health (Canada) Inc. ("Canada"), Viapharm Inc.
("Viapharm") and Draxis Orthopaedics Inc. ("Orthopaedics") and DO SOLEMNLY
DECLARE that:

1.   I am a director of the Corporation and have personal knowledge of the
matters herein deposed to.

2.   I have satisfied myself that as of the date hereof there are reasonable
grounds for believing that:

     (a) each of the Corporation, DAHI, Ontario, Canada, Viapharm and
         Orthopaedics is able to pay its liabilities as they become due;

     (b) the corporation continuing from the amalgamation of the Corporation,
         DAHI, Ontario, Canada, Viapharm and Orthopaedics (the "Amalgamated
         Corporation") will be able to pay its liabilities as they become due;

     (c) the realizable value of the Amalgamated Corporation's assets
         immediately after the issuance of the certificate of amalgamation
         giving effect to the said amalgamation will not be less than the
         aggregate of its liabilities and stated capital of all classes; and

     (d) no creditor of the Corporation, DAHI, Ontario, Canada, Viapharm or
         Orthopaedics will be prejudiced by the said amalgamation.

<PAGE>

                                      -2-

     And I make this solemn declaration conscientiously believing it to be
true and knowing that it is of the same force and effect as if made under
oath and by virtue of the CANADA EVIDENCE ACT.

DECLARED before me at the City of
Toronto in the Province of Ontario
this 18th day of December, 1998.

/s/ [ILLEGIBLE]                        /s/ Martin Barkin
-----------------------------          -------------------------------
A Commissioner, etc.                   Dr. Martin Barkin

<PAGE>

                              IN THE MATTER OF THE
                        CANADA BUSINESS CORPORATIONS ACT

                                       AND

                    IN THE MATTER OF ARTICLES OF AMALGAMATION
                  FILED PURSUANT TO SECTION 185 OF THE SAID ACT
                                   IN THE NAME

                      DRAXIS HEALTH INC./SANTE DRAXIS INC.

                              STATUTORY DECLARATION

     I, Dr. Martin Barkin, of the City of Toronto in the Province of Ontario,
refer to the proposed amalgamation of DAHI Animal Health Inc./Sante Animale
DAHI Inc. (the "Corporation") with Draxis Health Inc./Sante Draxis Inc.
("Draxis"), DAHI Animal Health (Ontario) Inc./Sante Animale DAHI (Ontario)
Inc. ("Ontario"), Draxis Animal Health (Canada) Inc. ("Canada"), Viapharm
Inc. ("Viapharm") and Draxis Orthopaedics Inc. ("Orthopaedics") and DO
SOLEMNLY DECLARE that:

1.   I am a director of the Corporation and have personal knowledge of the
matters herein deposed to.

2.   I have satisfied myself that as of the date hereof there are reasonable
grounds for believing that:

     (a) each of the Corporation, Draxis, Ontario, Canada, Viapharm and
         Orthopaedics is able to pay its liabilities as they become due;

     (b) the corporation continuing from the amalgamation of the Corporation,
         Draxis, Ontario, Canada, Viapharm and Orthopaedics (the "Amalgamated
         Corporation") will be able to pay its liabilities as they become due;

     (c) the realizable value of the Amalgamated Corporation's assets
         immediately after the issuance of the certificate of amalgamation
         giving effect to the said amalgamation will not be less than the
         aggregate of its liabilities and stated capital of all classes; and

     (d) no creditor of the Corporation, Draxis, Ontario, Canada, Viapharm or
         Orthopaedics will be prejudiced by the said amalgamation.

<PAGE>

                                      -2-

     And I make this solemn declaration conscientiously believing it to be
true and knowing that it is of the same force and effect as if made under
oath and by virtue of the CANADA EVIDENCE ACT.

DECLARED before me at the City of
Toronto in the Province of Ontario
this 18th day of December, 1998.



/s/ [ILLEGIBLE]                        /s/ Martin Barkin
-----------------------------          -------------------------------
A Commissioner, etc.                   Dr. Martin Barkin
<PAGE>

                              IN THE MATTER OF THE
                        CANADA BUSINESS CORPORATIONS ACT

                                       AND

                    IN THE MATTER OF ARTICLES OF AMALGAMATION
                 FILED PURSUANT TO SECTION 185 OF THE SAID ACT
                                   IN THE NAME

                      DRAXIS HEALTH INC./SANTE DRAXIS INC.

                              STATUTORY DECLARATION

     I, Dr. Martin Barkin, of the City of Toronto in the Province of Ontario,
refer to the proposed amalgamation of DAHI Animal Health (Ontario) Inc./Sante
Animale DAHI (Ontario) Inc. (the "Corporation") with Draxis Health Inc./Sante
Draxis Inc. ("Draxis"), DAHI Animal Health Inc./Sante Animale DAHI Inc.
("DAHI"), Draxis Animal Health (Canada) Inc. ("Canada"), Viapharm Inc.
("Viapharm") and Draxis Orthopaedics Inc. ("Orthopaedics") and DO SOLEMNLY
DECLARE that:

1.   I am a director of the Corporation and have personal knowledge of the
matters herein deposed to.

2.   I have satisfied myself that as of the date hereof there are reasonable
grounds for believing that:

     (a) each of the Corporation, Draxis, DAHI, Canada, Viapharm and
         Orthopaedics is able to pay its liabilities as they become due;

     (b) the corporation continuing from the amalgamation of the Corporation,
         Draxis, DAHI, Canada, Viapharm and Orthopaedics (the "Amalgamated
         Corporation") will be able to pay its liabilities as they become due;

     (c) the realizable value of the Amalgamated Corporation's assets
         immediately after the issuance of the certificate of amalgamation
         giving effect to the said amalgamation will not be less than the
         aggregate of its liabilities and stated capital of all classes; and

     (d) no creditor of the Corporation, Draxis, DAHI, Canada, Viapharm or
         Orthopaedics will be prejudiced by the said amalgamation.

<PAGE>

                                      -2-

     And I make this solemn declaration conscientiously believing it to be
true and knowing that it is of the same force and effect as if made under
oath and by virtue of the CANADA EVIDENCE ACT.

DECLARED before me at the City of
Toronto in the Province of Ontario
this 18th day December, 1998.



/s/ [ILLEGIBLE]                        /s/ Martin Barkin
-----------------------------          -------------------------------
A Commissioner, etc.                   Dr. Martin Barkin

<PAGE>

                              IN THE MATTER OF THE
                        CANADA BUSINESS CORPORATIONS ACT

                                       AND

                    IN THE MATTER OF ARTICLES OF AMALGAMATION
                  FILED PURSUANT TO SECTION 185 OF THE SAID ACT
                                   IN THE NAME

                      DRAXIS HEALTH INC./SANTE DRAXIS INC.

                              STATUTORY DECLARATION

     I, Dr. Martin Barkin, of the City of Toronto in the Province of Ontario,
refer to the proposed amalgamation of Draxis Animal Health (Canada) Inc. (the
"Corporation") with Draxis Health Inc./Sante Draxis Inc. ("Draxis"), DAHI
Animal Health Inc./Sante Animale DAHI Inc. ("DAHI"), DAHI Animal Health
(Ontario) Inc./Sante Animale DAHI (Ontario) Inc. ("Ontario"), Viapharm Inc.
("Viapharm") and Draxis Orthopaedics Inc. ("Orthopaedics") and DO SOLEMNLY
DECLARE that:

1.   I am a director of the Corporation and have personal knowledge of the
matters herein deposed to.

2.   I have satisfied myself that as of the date hereof there are reasonable
grounds for believing that:

     (a) each of the Corporation, Draxis, DAHI, Ontario, Viapharm and
         Orthopaedics is able to pay its liabilities as they become due;

     (b) the corporation continuing from the amalgamation of the Corporation,
         Draxis, DAHI, Ontario, Viapharm and Orthopaedics (the "Amalgamated
         Corporation") will be able to pay its liabilities as they become due;

     (c) the realizable value of the Amalgamated Corporation's assets
         immediately after the issuance of the certificate of amalgamation
         giving effect to the said amalgamation will not be less than the
         aggregate of its liabilities and stated capital of all classes; and

     (d) no creditor of the Corporation, Draxis, DAHI, Ontario, Viapharm or
         Orthopaedics will be prejudiced by the said amalgamation.

<PAGE>

                                      -2-

     And I make this solemn declaration conscientiously believing it to be
true and knowing that it is of the same force and effect as if made under
oath and by virtue of the CANADA EVIDENCE ACT.

DECLARED before me at the City of
Toronto in the Province of Ontario
this 18th day of December, 1998.


/s/ [ILLEGIBLE]                        /s/ Martin Barkin
-----------------------------          -------------------------------
A Commissioner, etc.                   Dr. Martin Barkin

<PAGE>

                              IN THE MATTER OF THE
                        CANADA BUSINESS CORPORATIONS ACT

                                       AND

                    IN THE MATTER OF ARTICLES OF AMALGAMATION
                  FILED PURSUANT TO SECTION 185 OF THE SAID ACT
                                   IN THE NAME

                       DRAXIS HEALTH INC./SANTE DRAXIS INC.

                              STATUTORY DECLARATION

     I, Dr. Martin Barkin, of the City of Toronto in the Province of Ontario,
refer to the proposed amalgamation of Viapharm Inc. (the "Corporation") with
Draxis Health Inc./Sante Draxis Inc. ("Draxis"), DAHI Animal Health
Inc./Sante Animale DAHI Inc. ("DAHI"), DAHI Animal Health (Ontario)
Inc./Sante Animale DAHI (Ontario) Inc. ("Ontario"), Draxis Animal Health
(Canada) Inc. ("Canada") and Draxis Orthopaedics Inc. ("Orthopaedics") and
DO SOLEMNLY DECLARE that:

1.   I am a director of the Corporation and have personal knowledge of the
matters herein deposed to.

2.   I have satisfied myself that as of the date hereof there are reasonable
grounds for believing that:

     (a) each of the Corporation, Draxis, DAHI, Ontario, Canada and
         Orthopaedics is able to pay its liabilities as they become due;

     (b) the corporation continuing from the amalgamation of the Corporation,
         Draxis, DAHI, Ontario, Canada and Orthopaedics (the "Amalgamated
         Corporation") will be able to pay its liabilities as they become due;

     (c) the realizable value of the Amalgamated Corporation's assets
         immediately after the issuance of the certificate of amalgamation
         giving effect to the said amalgamation will not be less than the
         aggregate of its liabilities and stated capital of all classes; and

     (d) no creditor of the Corporation, Draxis, DAHI, Ontario, Canada or
         Orthopaedics will be prejudiced by the said amalgamation.

<PAGE>

                                      -2-

     And I make this solemn declaration conscientiously believing it to be
true and knowing that it is of the same force and effect as if made under
oath and by virtue of the CANADA EVIDENCE ACT.


DECLARED before me at the City of
Toronto in the Province of Ontario
this 18th day of December, 1998.


/s/ [ILLEGIBLE]                        /s/ Martin Barkin
----------------------------------     -----------------------------------
A Commissioner, etc.                   Dr. Martin Barkin