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                                                                    Exhibit 4.12

                             UNDERWRITING AGREEMENT

April 2, 2004

DRAXIS HEALTH INC.
6870 Goreway Drive
Suite 200
Mississauga, Ontario
L4V 1P1

ATTENTION:   MARTIN BARKIN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dear Sirs:

        Desjardins Securities Inc. and CIBC World Markets Inc. (collectively,
the "UNDERWRITERS") hereby severally offer to purchase from Draxis Health Inc.
(the "COMPANY"), and the Company agrees to issue and sell to the Underwriters,
3,053,436 units of the Company ("UNITS") upon the terms described in Schedule
"A" hereto. Each Unit will consist of one common share (a "COMMON SHARE") of the
Company and one-half of one Common Share purchase warrant (a "WARRANT"). Each
whole Warrant is transferable and will entitle the holder to purchase one Common
Share ( a "WARRANT SHARE") at an exercise price of $8.50 at any time on or
before 5:00 p.m. (Toronto time) on the date which is two years from the Closing
Date (as defined herein). The Warrants shall be created and issued pursuant to a
warrant indenture (the "WARRANT INDENTURE") to be dated as of the Closing Date
between Computershare Trust Company of Canada (the "WARRANT AGENT") and the
Company.

        The Underwriters shall have an option (the "OPTION"), which Option may
be exercised in the Underwriters' sole discretion and without obligation, to
purchase up to an additional 458,016 Units which, if subscribed for hereunder,
shall be deemed to form part of the Units for the purposes hereof. The Option
shall be exercisable by the Underwriters at any time up to 5:00 pm on that date
which is 30 days after the Closing Date (as hereinafter defined) by delivering
written notice to the Company 24 hours prior to expiry of the Option, after
which time the Option shall be void and of no further force and effect. ). The
Option shall be exercised by delivery of written notice to the Corporation prior
to the expiry of the Option specifying the number of additional Units (the
"ADDITIONAL UNITS") to be purchased. If the Option, or any portion thereof, is
exercised, a separate closing (the "OVER-ALLOTMENT CLOSING") shall occur on the
date specified by the Underwriters in such exercise notice and in any event, no
later than 35 days following the Closing Date, and all applicable terms and
conditions relating to the purchase of the Units on the Closing Date shall apply
to the Over-Allotment Closing, as agreed to by respective counsel for the
Underwriters and the Corporation.

        The offering of the Units (which term shall include the Additional Units
to be purchased in the event of the exercise of the Option) by the Company is
hereinafter referred to as the "OFFERING". Unless the context otherwise
requires, all references to the "UNITS", "COMMON SHARES", "WARRANTS", and
"WARRANT SHARES" shall assume the exercise of the Option.

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        In consideration of the Underwriters' services to be rendered in
connection with the Offering, including assisting in preparing documentation
relating to the Units including the Preliminary Prospectus and the Final
Prospectus (in each case as hereinafter defined), distributing the Units,
directly and through other investment dealers and brokers, and performing
administrative work in connection with the Offering, the Company agrees to pay
the Underwriting Fee (as hereinafter defined) to the Underwriters.

        The Company agrees that the Underwriters will be permitted to appoint,
at their sole expense, other registered dealers or other dealers duly qualified
in their respective jurisdictions, in each case acceptable to the Company,
acting reasonably, as their agents to assist in the Offering in the Qualifying
Provinces and that the Underwriters may determine the remuneration payable to
such other dealers appointed by them.

        This offer is conditional upon and subject to the additional terms and
conditions set forth below.

1.      INTERPRETATION

1.1     DEFINITIONS: Unless expressly provided otherwise, where used in this
Agreement or any schedule hereto, the following terms shall have the following
meanings, respectively:

"20-F" means the Form 20-F of the Company dated May 14, 2003 for the fiscal year
ended December 31, 2002 as filed with the United States Securities and Exchange
Commission;

"AGREEMENT" means the Agreement resulting from the acceptance by the Company of
the offer made by the Underwriters by this letter;

"APPLICABLE LAWS" shall have the meaning ascribed thereto in paragraph 4.1.4(d);

"APPLICABLE SECURITIES LAWS" means, collectively, the applicable securities laws
of each of the Qualifying Provinces, their respective regulations, rulings,
rules, orders and prescribed forms thereunder, the applicable policy statements
issued by the Securities Commissions thereunder and the securities legislation
of and policies issued by each other relevant jurisdiction;

"CLOSING DATE" means April 22, 2004 or such earlier or later date as the Company
and the Underwriters may agree, but in any event no later than May 6, 2004;

"COMPANY" shall have the meaning ascribed thereto in the first paragraph of this
Agreement;

"COMPANY'S INFORMATION RECORD" means all information contained in any press
release, material change report (excluding any confidential material change
report), financial statements or other document of the Company including the
20-F and the management discussion and analysis for the year ended December 31,
2003 in relation to the financial statements presented in accordance with
Canadian GAAP and US GAAP, which has been publicly filed by or on behalf of the
Company pursuant to Applicable Securities Laws or otherwise;

"ELIGIBLE ISSUER" means an issuer which meets the criteria and has complied with
the requirements of NI 44-101 so as to allow it to offer securities using a
short form prospectus;

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"ENVIRONMENTAL LAWS" shall have the meaning ascribed thereto in paragraph
4.1.4(h);

"EXCHANGES" means collectively the Toronto Stock Exchange and the Nasdaq;

"FDA" means the United States Food and Drug Administration;

"FINAL PROSPECTUS" means the (final) short form prospectus of the Company
qualifying the distribution of the Units and the Option and the materials
incorporated therein by reference;

"INCLUDING" means including without limitation;

"INDEMNITOR" has the meaning ascribed thereto in section 9.1;

"INTELLECTUAL PROPERTY" means, collectively, all intellectual property rights of
whatsoever nature, kind or description including:

        (i)     all trade-marks, service marks, trade-mark and service mark
                registrations, trade-mark and service mark applications, trade
                names and other trade-mark and service mark rights, and domain
                names;

        (ii)    all copyrights and applications therefor, including all computer
                software and rights related thereto;

        (iii)   all inventions, patents, patent applications and patent rights
                (including any patents issuing on such applications or rights);

        (iv)    all plans, designs, research data, know-how, processes and
                procedures, drawings, technology, formulae, specifications,
                quality control information, instructions, and manuals and other
                trade secrets and confidential information;

        (v)     all industrial designs and registrations thereof and
                applications therefor;

        (vi)    all renewals, modifications, developments and extensions of any
                of the items listed in clauses (i) through (v) above; and

        (vii)   all licenses, agreements and other contracts and commitments
                relating to any of the foregoing;

"MATERIAL CHANGE" means a material change for the purposes of the Applicable
Securities Laws of the applicable jurisdiction or where such term is undefined
under such Applicable Securities Laws means a change in the business, operations
or capital of the Company and the Material Subsidiaries, on a consolidated
basis, that would reasonably be expected to have a significant effect on the
market price or value of any of the Company's securities and includes a decision
to implement such a change made by the Company's board of directors or by senior
management of the Company who believe that confirmation of the decision by the
board of directors is probable;

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"MATERIAL FACT" means a material fact for the purposes of the Applicable
Securities Laws of the applicable jurisdiction or where such term is undefined
under such Applicable Securities Laws means a fact that significantly affects,
or would reasonably be expected to have a significant effect on, the market
price or value of the Company's securities;

"MATERIAL SUBSIDIARIES" means the corporations listed on Schedule "C" hereto;

"MISREPRESENTATION" means a misrepresentation for the purposes of the Applicable
Securities Laws of the applicable jurisdiction or where such term is undefined
under such Applicable Securities Laws means (i) an untrue statement of a
material fact, or (ii) an omission to state a material fact that is required to
be stated or that is necessary to make a statement not misleading in the light
of the circumstances in which it was made;

"NI 44-101" means National Instrument 44-101- Short Form Prospectus
Distributions;

"NP 43-201" means National Policy 43-201 - Mutual Reliance Review System for
Prospectuses and Annual Information Forms;

"OFFERING" shall have the meaning ascribed thereto in the third paragraph of
this Agreement;

"OFFERING DOCUMENTS" means, collectively, the Preliminary Prospectus, the Final
Prospectus and any Supplementary Material;

"OPTION" shall have the meaning ascribed thereto in the second paragraph of this
Agreement;

"PERSON" includes any individual, corporation, limited partnership, general
partnership, joint stock company or association, joint venture association,
company, trust, bank, trust company, land trust, investment trust, society or
other entity, organization, syndicate, whether incorporated or not, trustee,
executor or other legal personal representative, and governments and agencies
and political subdivisions thereof;

"PERSONNEL" has the meaning ascribed thereto in section 9.1;

"PRELIMINARY PROSPECTUS" means the preliminary short form prospectus of the
Company prepared in connection with the qualification of the distribution of the
Units and the Option and the materials incorporated therein by reference;

"PRODUCT REGISTRATIONS" shall have the meaning ascribed thereto in paragraph
4.1.4(e);

"PURCHASERS" means, collectively, each of the purchasers of Units arranged by
the Underwriters pursuant to the Offering, including, if applicable, the
Underwriters;

"QUALIFYING PROVINCES" means, collectively, each of the provinces of Canada;

"SECURITIES COMMISSIONS" means, collectively, the securities commissions or
similar regulatory authorities in each of the Qualifying Provinces;

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"SELLING GROUP" means, collectively, those registered dealers appointed by the
Underwriters to assist in the Offering as contemplated in the fifth paragraph of
this Agreement;

"SUBSIDIARY" shall have the meaning ascribed thereto in the SECURITIES ACT
(Ontario);

"SUPPLEMENTARY MATERIAL" means, collectively, any amendment to the Final
Prospectus, any amended or supplemental prospectus or ancillary material
required to be filed with any of the Securities Commissions in connection with
the distribution of the Units and any material incorporated therein by
reference;

"SURVIVAL LIMITATION DATE" means the later of:

        (i)     the second anniversary of the Closing Date; and

        (ii)    the latest date under the Applicable Securities Laws relevant to
                a Purchaser (non-residents of Canada being deemed to be resident
                in the Province of Ontario for such purposes) that a Purchaser
                may be entitled to commence an action or exercise a right of
                rescission, with respect to a misrepresentation contained in the
                Final Prospectus or, if applicable, any Supplementary Material;

"TAXES" shall have the meaning ascribed thereto in paragraph 4.1.1(w);

"TPD" means Health Canada's Therapeutic Products Directorate;

"TIME OF CLOSING" means 8:00 a.m. (Toronto time) on the Closing Date and on any
Over-Allotment Closing, as applicable;

"UNDERWRITERS" shall have the meaning ascribed thereto in the first paragraph of
this Agreement;

"UNDERWRITING FEE" means the fee payable to the Underwriters as specified in
Schedule "A" hereto; and

"UNITED STATES" means the United States of America, its territories and
possessions, any state of the United States, and the District of Columbia.

"UNITS" shall have the meaning ascribed thereto in the first paragraph of this
Agreement and shall, if applicable, include any additional Units in respect of
which the Option may be exercised;

1.2     DIVISION AND HEADINGS: The division of this Agreement into sections,
subsections, paragraphs and other subdivisions and the insertion of headings are
for convenience of reference only and shall not affect the construction or
interpretation of this Agreement. Unless something in the subject matter or
context is inconsistent therewith, references herein to sections, subsections,
paragraphs and other subdivisions are to sections, subsections, paragraphs and
other subdivisions of this Agreement.

1.3     GOVERNING LAW: This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

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1.4     CURRENCY: Except as otherwise indicated, all amounts expressed herein in
terms of money refer to lawful currency of Canada and all payments to be made
hereunder shall be made in such currency.

1.5     SCHEDULES: The following are the schedules attached to this Agreement,
which schedules are deemed to be a part hereof and are hereby incorporated by
reference herein: Schedule "A" - Details of the Offering; Schedule "B" - Opinion
of Company's Counsel; Schedule "C" - Material Subsidiaries; Schedule "D" - Terms
for Offering to U.S. Purchasers; and Schedule "E" -Outstanding Convertible
Securities.

2.      NATURE OF TRANSACTION

2.1     Each Purchaser resident in a Qualifying Province shall purchase the
Units pursuant to the Final Prospectus. Except as set forth in Section 3.2, each
other Purchaser shall purchase in accordance with such procedures as the Company
and the Underwriters may mutually agree, acting reasonably, in order to fully
comply with the Applicable Securities Laws. The Company hereby agrees to secure
compliance with all applicable securities regulatory requirements of the
Qualifying Provinces on a timely basis in connection with the distribution of
the Units. Subject to being notified by the Underwriters of the requirements
thereof and upon request by the Underwriters, the Company also agrees to file
within the periods stipulated under Applicable Securities Laws outside of Canada
and at the Company's expense all private placement forms required to be filed by
the Company and the Purchasers, respectively, in connection with the Offering
and agrees to pay all filing fees required to be paid in connection therewith so
that the distribution of the Units outside of Canada may lawfully occur without
the necessity of filing a prospectus or any similar document under the
Applicable Securities Laws outside of Canada, if applicable. The Underwriters
agree to assist the Company in all reasonable respects to secure compliance with
all regulatory requirements in connection with the Offering.

3.      COVENANTS AND REPRESENTATIONS OF THE UNDERWRITERS

3.1     Each Underwriter severally covenants with the Company that it will (and
will use its commercially reasonable best efforts to cause the members of the
Selling Group to):

        (i)     conduct activities in connection with arranging for the sale and
                distribution of the Units in compliance with all Applicable
                Securities Laws and the provisions of this Agreement;

        (ii)    not, directly or indirectly, sell or solicit offers to purchase
                the Units or distribute or publish any offering circular,
                prospectus, form of application, advertisement or other offering
                materials in any country or jurisdiction so as to require
                registration or filing of a prospectus with respect thereto or
                compliance by the Company with regulatory requirements
                (including any continuous disclosure obligations) under the laws
                of, or subject the Company (or any of its directors, officers or
                employees) to any inquiry, investigation or proceeding of any
                securities regulatory authority, stock exchange or other
                authority in, any jurisdiction (other than the filing of the
                Preliminary Prospectus and the Final Prospectus in the
                Qualifying Provinces);

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        (iii)   use all reasonable efforts to complete and to cause the members
                of the Selling Group to complete the distribution of the Units
                as soon as practicable; and

        (iv)    upon the Company obtaining the necessary receipts therefor from
                each of the Securities Commissions, deliver one copy of the
                Final Prospectus and any Supplementary Material to each of the
                Purchasers.

3.2     Desjardins Securities Inc. shall notify the Company when, in its
opinion, the Underwriters and Selling Group have ceased distribution of the
Units (and in any event such notice shall be given no later than 21 days after
the Closing Date) and, if required for regulatory compliance purposes, provide a
breakdown of the number of Units distributed and proceeds received (A) in each
of the Qualifying Provinces and (B) in any other jurisdiction.

3.3     Each Underwriter severally covenants with the Company that it will only
solicit purchasers of Units in the United States in accordance with Schedule "D"
to this Agreement.

3.4     Notwithstanding the foregoing provisions of this section, an Underwriter
will not be liable to the Company under this section with respect to a default
by the other Underwriter.

4.      REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

4.1     The Company hereby represents, warrants and covenants to and with the
Underwriters that:

4.1.1   GENERAL MATTERS

        (a)     the Company (i) has been incorporated under the CANADA BUSINESS
                CORPORATIONS ACT and is and will at the Time of Closing be
                up-to-date in all material corporate filings and in good
                standing under such Act; (ii) has all requisite corporate power
                and authority to carry on its business as now conducted and to
                own, lease and operate its properties and assets; and (iii) has
                all requisite corporate power and authority to create, issue and
                sell the Units, to enter into this Agreement and the Warrant
                Indenture and to carry out the provisions of this Agreement and
                the Warrant Indenture;

        (b)     the subsidiaries listed on Schedule "C" are the only
                subsidiaries of the Company which are material to the Company
                and, except as disclosed in the Company's Information Record,
                all securities of such subsidiaries are held, directly or
                indirectly, by the Company free and clear of all mortgages,
                liens, charges, pledges, security interests, encumbrances,
                claims and demands whatsoever;

        (c)     each of the Material Subsidiaries (i) has been incorporated in
                its respective jurisdiction of incorporation and is and will at
                the Time of Closing be up-to-date in all material corporate
                filings and in good standing under the laws of such
                jurisdiction, as the case may be and (ii) has all requisite
                corporate power and authority to carry on its business as now
                conducted and to own, lease and operate its properties and
                assets;

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        (d)     no proceedings have been taken, instituted or, to the knowledge
                of the Company, are pending for the dissolution or liquidation
                of the Company or the Material Subsidiaries;

        (e)     the Company and each of the Material Subsidiaries are, in all
                material respects, conducting their respective businesses in
                compliance with all applicable laws, rules and regulations
                (including all material applicable Canadian federal, provincial,
                municipal, and local environmental laws and laws relating to the
                manufacture or sale of drugs, regulations and other lawful
                requirements of any governmental or regulatory body, including
                but not limited to policies of TPD) of each jurisdiction in
                which its respective businesses are carried on and each is
                licensed, registered or qualified and holds all necessary
                permits or authorizations in all jurisdictions in which it owns,
                leases or operates or carries on business to enable its business
                to be carried on as now conducted and its property and assets to
                be owned, leased and operated and all such licences,
                registrations, qualifications, permits an authorizations are
                valid, subsisting and in good standing and each has not received
                a notice of non-compliance, nor knows of, nor has reasonable
                grounds to know of, any non-compliance with any such laws,
                rules, regulations, licenses, registrations, qualifications,
                permits or authorizations which could have an adverse material
                effect on the Company or the Material Subsidiaries (taken
                together) and will at the Time of Closing be valid, subsisting
                and in good standing;

        (f)     all necessary corporate action has been taken or will have been
                taken prior to the Time of Closing by the Company so as to
                validly issue and sell the Units;

        (g)     the execution and delivery of this Agreement and the Warrant
                Indenture, when executed, and the performance of the
                transactions contemplated hereby and thereby have been
                authorized by all necessary corporate action of the Company and
                this Agreement has been executed and delivered by the Company
                and constitutes, and at the Time of Closing, the Warrant
                Indenture will have been duly executed and delivered and will
                constitute a valid and binding obligation of the Company, each
                enforceable against the Company in accordance with their
                respective terms, provided that enforcement thereof may be
                limited by laws affecting creditors' rights generally, that
                specific performance and other equitable remedies may only be
                granted in the discretion of a court of competent jurisdiction,
                that the provisions relating to indemnity, contribution and
                waiver of contribution may be unenforceable and that
                enforceability is subject of the provisions of the LIMITATIONS
                ACT, 2002 (Ontario);

        (h)     the execution and delivery of this Agreement and the Warrant
                Indenture, the fulfilment of the terms hereof and thereof by the
                Company and the issuance, sale and delivery of the Common Shares
                and Warrants comprising the Units to be issued and sold by the
                Company at the Time of Closing and the issuance of the Warrant
                Shares upon the exercise of the Warrants do not and will not
                require the consent, approval, authorization, registration or
                qualification of or with any governmental authority, the
                Exchanges, Securities Commission or other third

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                party, except such as have been obtained or such as may be
                required (and shall be obtained prior to the Time of Closing)
                under Applicable Securities Laws or regulations of the
                Exchanges;

        (i)     the Units to be issued and sold as hereinbefore described have
                been, or prior to the Time of Closing will be, authorized for
                issuance, the Common Shares comprising the Units will have been
                reserved for issuance by the Company and, upon payment of the
                issue price for the Units and when certificates for the Common
                Shares and Warrants comprising the Units are countersigned by
                the Warrant Agent and issued, delivered and paid for, the Common
                Shares and Warrants will be validly issued and, in the case of
                the Common Shares, fully paid and non-assessable, and all
                statements made in the Final Prospectus describing the Units
                will be accurate in all material respects;

        (j)     the Warrant Shares issuable upon the exercise of the Warrants
                have been, or prior to the Time of Closing will be, reserved for
                issuance by the Company and, upon payment and delivery of the
                exercise price therefor and the issuance, delivery and
                countersigning of certificates for such Common Shares and
                Warrant Shares by the Warrant Agent, such Warrant Shares will be
                validly issued and fully paid and non-assessable;

        (k)     the authorized capital of the Company consists of an unlimited
                number of common shares, of which, as of April 1, 2004,
                37,755,245 Common Shares were outstanding as fully paid and
                non-assessable shares of the Company;

        (l)     the Company is not aware of any legislation, or proposed
                legislation published by a legislative body, which it
                anticipates will materially and adversely affect the business,
                affairs, operations, assets, liabilities (contingent or
                otherwise) or prospects of the Company;

        (m)     the currently issued and outstanding common shares of the
                Company are listed on the Exchanges and no order ceasing or
                suspending trading in any securities of the Company or
                prohibiting the sale of the Common Shares or Warrants or the
                trading of any of the Company's issued securities has been
                issued and no proceedings for such purpose are pending or, to
                the best of the Company's knowledge, information and belief,
                threatened;

        (n)     except as referred to in Schedule "E" hereto, or as described in
                the Final Prospectus, no person now has any Agreement or option
                or right or privilege (whether at law, preemptive or
                contractual) capable of becoming an Agreement for the purchase,
                subscription or issuance of, or conversion into, any unissued
                shares, securities, warrants or convertible obligations of any
                nature of the Company or any of the Material Subsidiaries;

        (o)     since December 31, 2003, except as disclosed in the Company's
                Information Record:

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                (i)     there has not been any material change in the assets,
                        liabilities, obligations (absolute, accrued, contingent
                        or otherwise), business, condition (financial or
                        otherwise) or results of operations of the Company and
                        the Material Subsidiaries, on a consolidated basis;

                (ii)    there has not been any material change in the capital
                        stock or long-term debt of the Company and the Material
                        Subsidiaries, on a consolidated basis; and

                (iii)   the Company and the Material Subsidiaries have carried
                        on their respective businesses in the ordinary course;

        (p)     the audited consolidated financial statements of the Company for
                the fiscal year ended December 31, 2003 present fairly, in all
                material respects, the financial condition of the Company and
                the Material Subsidiaries, on a consolidated basis, for the
                periods then ended;

        (q)     except as disclosed in the Company's Information Record, there
                are no material actions, proceedings or investigations (whether
                or not purportedly by or on behalf of the Company or any
                subsidiary) pending or threatened against or affecting the
                Company or its Material Subsidiaries at law or in equity
                (whether in any court, arbitration or similar tribunal) or
                before or by any federal, provincial, state, municipal or other
                governmental department, commission, board or agency, domestic
                or foreign;

        (r)     neither the Company nor any of the Material Subsidiaries is in
                default or in breach in any material respect of, and the
                execution and delivery of this Agreement by the Company, the
                performance and compliance with the terms of this Agreement and
                the sale of the Units (including the grant of the Option by the
                Company and the issuance of the Warrant Shares upon exercise of
                the Warrants) will not result in any material breach of, or be
                in conflict with or constitute a default under, or create a
                state of facts which, after notice or lapse of time, or both,
                would constitute a default under any term or provision of the
                constating documents, by-laws or resolutions of the Company or
                any of the Material Subsidiaries or any material mortgage, note,
                indenture, contract, Agreement, instrument, lease or other
                document to which the Company or any of the Material
                Subsidiaries is a party or by which any of them is bound or any
                judgment, decree, order, statute, rule or regulation applicable
                to any of them, which breach or default would have a material
                adverse affect on the Company and the Material Subsidiaries on a
                consolidated basis;

        (s)     the Company is, and will at the Time of Closing be, an Eligible
                Issuer and a "reporting issuer", not included in a list of
                defaulting reporting issuers maintained by the Securities
                Commissions and in particular, without limiting the foregoing,
                the Company has at all times complied with its obligations to
                make timely disclosure of all material changes relating to it
                and there is no material change relating to the Company which
                has occurred and with respect to which the

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                                     - 11 -

                requisite material change report has not been filed with the
                Securities Commissions, except to the extent that the Offering
                constitutes a material change;

        (t)     the information and statements set forth in the Company's
                Information Record were accurate in all material respects and
                did not contain any misrepresentation as of the date of such
                information or statement, and the Company has not filed any
                confidential material change reports with any Securities
                Commission that is still maintained on a confidential basis;

        (u)     the auditors of the Company who audited the consolidated
                financial statements of the Company most recently delivered to
                the securityholders of the Company and delivered their report
                with respect thereto are independent public accountants as
                required by the Applicable Securities Laws;

        (v)     there has not been any reportable disagreement (within the
                meaning of National Policy Statement No. 31 of the Canadian
                Securities Administrators) with the present or any former
                auditor of the Company;

        (w)     all taxes (including income tax, capital tax, payroll taxes,
                employer health tax, workers' compensation payments, property
                taxes, custom and land transfer taxes), duties, royalties,
                levies, imposts, assessments, deductions, charges or
                withholdings and all liabilities with respect thereto including
                any penalty and interest payable with respect thereto
                (collectively, "TAXES") due and payable by the Company or any of
                the Material Subsidiaries have been paid except for where the
                failure to pay such taxes would not constitute an adverse
                material fact of the Company and of the Material Subsidiaries on
                a consolidated basis or result in an adverse material change to
                the Company and the Material Subsidiaries on a consolidated
                basis. All tax returns, declarations, remittances and filings
                required to be filed by the Company have been filed with all
                appropriate governmental authorities and all such returns,
                declarations, remittances and filings are complete and accurate
                and no material fact or facts have been omitted therefrom which
                would make any of them misleading except where the failure to
                file such documents would not constitute an adverse material
                fact of the Company or result in an adverse material change to
                the Company on a consolidated basis. To the best of the
                knowledge of the Company, no examination of any tax return of
                the Company is currently in progress and there are no issues or
                disputes outstanding with any governmental authority respecting
                any taxes that have been paid, or may be payable, by the
                Company, in any case, except where such examinations, issues or
                disputes would not constitute an adverse material fact of the
                Company or result in an adverse material change to the Company
                on a consolidated basis;

        (x)     neither the Company nor any of the Material Subsidiaries, nor to
                the best of the Company's knowledge, information and belief, any
                other person, is in default in any material respect in the
                observance or performance of any term, covenant or obligation to
                be performed by the Company or any of the Material Subsidiaries
                or such other person under any material contract, agreement, or
                arrangement (including all joint venture agreements) to which
                the Company or any of the

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                                     - 12 -

                Material Subsidiaries is a party or otherwise bound and all such
                contracts, agreements or arrangements (including all joint
                venture agreements) are in all material respects in good
                standing, and no event has occurred which with notice or lapse
                of time or both would constitute such a default by the Company,
                a Material Subsidiary or, to the best of the Company's
                knowledge, information and belief, any other party, which
                default could reasonably be expected to have a material adverse
                effect on the Company and its Material Subsidiaries (taken
                together);

        (y)     the net proceeds of the Offering will be used as described in
                the Final Prospectus;

        (z)     the attributes of the Common Shares and the Warrants comprising
                the Units will conform in all material respects with the
                description thereof to be described in the Final Prospectus;

        (aa)    other than as contemplated by the Offering and this Agreement,
                the Company will not, for a period of 90 days from the Closing
                Date, issue or sell or agree to issue or sell (or announce any
                intention to do so) any equity or voting shares of the Company
                or financial instruments convertible or exchangeable into such
                shares, other than for purposes of (i) the grant or exercise of
                stock options and other similar issuances pursuant to the share
                incentive plans of the Company (including as described in
                Schedule "E" hereto); and (ii) outstanding warrants (including
                as described in Schedule "E" hereto);

        (bb)    the Company will obtain the necessary regulatory consents from
                the Exchanges for the sale of the Units hereunder on such
                conditions as are acceptable to the Underwriters and the
                Company, acting reasonably;

        (cc)    the Company will arrange for the listing on the Exchanges of the
                Common Shares and the Warrant Shares effective as of the Closing
                Date;

        (dd)    the Corporation will maintain its status as a "reporting issuer"
                (or the equivalent thereof) not in default of the requirements
                of the Securities Laws of each of the Qualifying Jurisdictions
                which have such a concept to the date which is two years
                following the Closing Date;

        (ee)    Computershare Trust Company of Canada has been appointed the
                registrar and transfer agent in Canada for the common shares of
                the Company at its principal transfer office in the city of
                Toronto, Ontario;

        (ff)    the Warrant Agent, at its principal office in Toronto, Ontario,
                will be appointed as the registrar and transfer agent in respect
                of the Warrants by the Closing Date;

        (gg)    except as disclosed in the Company's Information Record, none of
                the directors, officers or employees of the Company, any known
                holder of more than ten per cent of any class of shares of the
                Company, or any known associate or affiliate of any of the
                foregoing persons or companies (as such terms are defined in the
                SECURITIES ACT (Ontario)), has had any material interest, direct
                or indirect, in any

<Page>

                                     - 13 -

                material transaction within the previous two years or any
                proposed material transaction which, as the case may be,
                materially affected, is material to or will materially affect
                the Company and the Material Subsidiaries on a consolidated
                basis;

        (hh)    other than the Underwriters pursuant to this Agreement, there is
                no person acting or purporting to act at the request of the
                Company who is entitled to any brokerage, agency or other fiscal
                advisory or similar fee in connection with the transactions
                contemplated herein;

        (ii)    except as disclosed in the Company's Information Record, none of
                the Company or the Material Subsidiaries has any material loans
                or other indebtedness outstanding which has been made to any of
                its shareholders, officers, directors or employees, past or
                present, or any person not dealing at arm's length with them;

        (jj)    except as disclosed in the Company's Information Record, the
                assets of the Company and the Material Subsidiaries and their
                business and operations are insured against loss or damage with
                responsible insurers on a basis consistent with insurance
                obtained by reasonably prudent persons carrying on comparable
                businesses, and such coverage is in full force and effect, and
                none of the Company or any of the Material Subsidiaries has
                failed to promptly give any notice, present any material claim,
                or pay any premium payable thereunder; and

        (ll)    except as disclosed in the Company's Information Record, the
                Company and the Material Subsidiaries own or possess the right
                to use all material Intellectual Property described in the Final
                Prospectus as being owned or licensed by them or any of them or
                necessary for the conduct of their respective businesses, and
                the Company is not aware of any claim to the contrary or any
                challenge by any other person to the rights of the Company and
                the Material Subsidiaries with respect to the foregoing.

        (mm)    in the event that sufficient distribution of the Warrants is
                achieved to satisfy the minimum listing requirements of the TSX
                in respect of warrants, the Company will use its commercially
                reasonable best efforts to obtain a listing for the Warrants on
                the TSX and to maintain such listing of the Warrants on the TSX
                or such other recognized stock exchange or quotation system as
                the Underwriters may approve, acting reasonably, until such date
                as all Warrants have expired or for so long as the Corporation
                meets the minimum listing requirements of the TSX or such other
                exchange or quotation system.

4.1.2   PROSPECTUS MATTERS

        (a)     the Company will, provided the Underwriters have taken all
                action required by them hereunder to permit the Company to do
                so, use all reasonable efforts to file the Final Prospectus
                pursuant to NP 43-201 and to obtain a final expedited review
                receipt document from the Ontario Securities Commission in
                respect of each Qualifying Province and if any Securities
                Commission in a Qualifying Province opts out of the expedited
                review system, a final receipt (or a decision document

<Page>

                                     - 14 -

                equivalent thereof) from any such Securities Commission, and
                shall have taken all other steps and proceedings that may be
                necessary in order to qualify the Common Shares and Warrants
                comprising the Units for distribution pursuant to the Final
                Prospectus in each of the Qualifying Provinces before the close
                of business on April 14, 2004 (or such other date as may be
                agreed to in writing by the Company and the Underwriters);

        (b)     the Company will deliver from time to time without charge to the
                Underwriters as many copies of the Preliminary Prospectus, the
                Final Prospectus and any Supplementary Material as they may
                reasonably request for the purposes contemplated hereunder and
                contemplated by the Applicable Securities Laws in the Qualifying
                Provinces and such delivery shall constitute the consent of the
                Company to their use of such documents in the Qualifying
                Provinces in connection with the distribution or the
                distribution to the public of the Common Shares and Warrants
                comprising the Units, subject to the Underwriters complying with
                the provisions of the Applicable Securities Laws in the
                Qualifying Provinces and the provisions of this Agreement;

        (c)     all the information and statements to be contained in the
                Offering Documents shall, at the respective dates of delivery
                thereof, constitute full, true and plain disclosure of all
                material facts relating to each of the Offering, the Company and
                the Material Subsidiaries on a consolidated basis, and the
                Common Shares and Warrants comprising the Units (provided that
                this representation and warranty is not intended to extend to
                information and statements included in reliance upon and in
                conformity with information furnished to the Company by or on
                behalf of the Underwriters specifically for use therein);

        (d)     at the time of filing and qualification thereof, no Offering
                Document will contain a misrepresentation (provided that this
                representation and warranty is not intended to extend to
                information and statements included in reliance upon and in
                conformity with information furnished to the Company by or on
                behalf of the Underwriters specifically for use therein);

        (e)     the Offering Documents shall contain the disclosure required by
                and conform to all requirements of the Applicable Securities
                Laws;

        (f)     during and prior to completion of the distribution of the Common
                Shares and Warrants comprising the Units and the Option, the
                Company will otherwise take or cause to be taken all steps and
                proceedings (including the filing of, and obtaining the issuance
                of a final receipt (or a decision document equivalent thereof)
                for, the Final Prospectus) that may be required under the
                Applicable Securities Laws of the Qualifying Provinces to
                qualify the Common Shares and Warrants comprising the Units for
                sale to the public and the Option in the Qualifying Provinces
                through registrants registered under the Applicable Securities
                Laws of the Qualifying Provinces who have complied with the
                relevant provisions thereof; and

<Page>

                                     - 15 -

        (g)     at all times until the distribution of the Common Shares and
                Warrants comprising the Units and the Option has been completed,
                but in any event not later than 21 days following the Closing
                Date, the Company will, to the reasonable satisfaction of
                counsel to the Underwriters, promptly take or cause to be taken
                all reasonable additional steps and proceedings that may be
                required from time to time under the Applicable Securities Laws
                of the Qualifying Provinces to continue to so qualify the Common
                Shares and Warrants comprising the Units and the Option or, in
                the event that the Common Shares and Warrants comprising the
                Units and the Option have, for any reason, ceased to so qualify,
                to again so qualify the Common Shares and Warrants comprising
                the Units and the Option.

4.1.3   DUE DILIGENCE MATTERS

        (a)     prior to the filing of the Final Prospectus and any
                Supplementary Material, the Company will allow the Underwriters
                to participate fully in the preparation of the Preliminary
                Prospectus, the Final Prospectus and any Supplementary Material
                and shall allow the Underwriters to conduct all due diligence
                which they may reasonably require to conduct in order to fulfil
                their obligations and in order to enable them to responsibly
                execute the certificates required to be executed by them at the
                end of each of the Preliminary Prospectus, the Final Prospectus
                and any applicable Supplementary Material;

        (b)     the Company will promptly notify the Underwriters in writing if,
                prior to termination of the distribution of the Common Shares
                and Warrants comprising the Units and the Option, there shall
                occur any material change or change in a material fact (in
                either case, whether actual, anticipated, contemplated or
                threatened and other than a change or change in fact relating
                solely to the Underwriters) or any event or development
                involving a prospective material change or a change in a
                material fact or any other material change in any or all of the
                business, affairs, operations, assets (including information or
                data relating to the estimated value or book value of assets),
                liabilities (contingent or otherwise), capital, ownership,
                control or management of the Company or any of the Material
                Subsidiaries which would constitute a material change to, or a
                change in a material fact concerning the Company and the
                Material Subsidiaries on a consolidated basis or any other
                change which is of such a nature as to result in, or could be
                considered reasonably likely to result in, a misrepresentation
                in the Final Prospectus or any Supplementary Material, as they
                exist immediately prior to such change, or could render any of
                the foregoing, as they exist immediately prior to such change,
                not in compliance with any of the Applicable Securities Laws;

        (c)     the Company will promptly notify the Underwriters in writing
                with full particulars of any such actual, anticipated,
                contemplated, threatened or prospective change referred to in
                the preceding paragraph and the Company shall, to the
                satisfaction of the Underwriters, acting reasonably, provided
                the Underwriters have taken all action required by them
                hereunder to permit the Company to do so, file promptly and, in
                any event, within all applicable time limitation periods with
                the Securities Commissions a new or amended Final Prospectus or
                Supplementary Material, as

<Page>

                                     - 16 -

                the case may be, or material change report as may be required
                under the Applicable Securities Laws and shall comply with all
                other applicable filing and other requirements under the
                Applicable Securities Laws including any requirements necessary
                to qualify the distribution of the Units and shall deliver to
                the Underwriters as soon as practicable thereafter their
                reasonable requirements of conformed or commercial copies of any
                such new or amended Final Prospectus or Supplementary Material.
                The Company will not file any such new or amended disclosure
                documentation or material change report without first obtaining
                the written approval of the form and content thereof by the
                Underwriters, which approval shall not be unreasonably withheld
                or delayed; provided that the Company will not be required to
                file a registration statement or otherwise register or qualify
                the Common Shares and Warrants comprising the Units for sale or
                distribution outside Canada;

        (d)     the Company will in good faith discuss with the Underwriters as
                promptly as possible any circumstance or event which is of such
                a nature that there is or ought to be consideration given as to
                whether there may be a material change or change in a material
                fact or other change described in the preceding two paragraphs;
                and

        (e)     the minute books of the Company and each of the Material
                Subsidiaries provided to counsel to the Underwriters contain
                copies of all constating documents and all proceedings of
                securityholders and directors (and committees thereof) (or
                drafts pending the approval thereof) and are complete in all
                material respects.

4.1.4   INTELLECTUAL PROPERTY AND ENVIRONMENTAL MATTERS

        (a)     no material Intellectual Property used by the Company or any of
                the Material Subsidiaries in the operation of its respective
                businesses have been derived, in part or in whole, from the
                Intellectual Property of any other person, other than the
                Intellectual Property licensed by the Company or a Material
                Subsidiary from or to other parties as described in the
                Company's Information Record. All employees of, and consultants
                engaged by, the Company or any of the Material Subsidiaries who
                are involved in the creation or development of any Intellectual
                Property in the course of their employment or engagement have
                entered into appropriate agreements with the Company pursuant to
                which all such Intellectual Property is assigned to and belongs
                solely, without any restrictions or obligations whatsoever, to
                the Company or a Material Subsidiary. The Company or the
                Material Subsidiaries have taken all reasonable and practical
                steps (including, without limitation, entering into
                confidentiality and non-disclosure agreements with all
                appropriate employees of the Company or the Material
                Subsidiaries or consultants, third party developers or any other
                persons with access to or knowledge of the Company's or the
                Material Subsidiaries' material Intellectual Property)
                sufficient to safeguard and maintain the secrecy and
                confidentiality of, and proprietary rights in, all of the
                Company's or the Material Subsidiaries' material Intellectual
                Property.

<Page>

                                     - 17 -

        (b)     to the Company's knowledge, none of the development,
                manufacture, marketing, license, sale or use of any product by
                the Company or any of the Material Subsidiaries violates or will
                violate any contract with any person or infringe or will
                infringe any Intellectual Property of any person. To the
                knowledge of the Company, without limiting the generality of
                paragraph 4.1.4(a) hereof, there are no pending or threatened
                proceedings, litigation or other adverse claims (including any
                claim of infringement) affecting, or with respect to, any part
                of the material Intellectual Property used by the Company or any
                of the Material Subsidiaries in the operation of the business of
                each and, to the knowledge of the Company, no person is
                infringing upon such material Intellectual Property used by the
                Company or any of the Material Subsidiaries except as disclosed
                in the Company's Information Record;

        (c)     other than as described in the Company's Information Record, no
                license or sub-license has been granted or other contract
                (including any assignment, right of first refusal or other
                option to license or acquire) has been entered into with respect
                to any of the Intellectual Property used by the Company or the
                Material Subsidiaries in the operation of their respective
                businesses;

        (d)     the research and development of products by the Company and the
                Material Subsidiaries (including the manufacture, testing and
                clinical trials of products by the Company or its Material
                Subsidiaries, or other parties on their behalf) is conducted in
                all material respects in compliance with all applicable laws
                ("APPLICABLE LAWS") in each jurisdiction in which the Company or
                the Material Subsidiaries conduct any of such activities,
                including, without limitation, any requirements of the TPD and
                the FDA and applicable prescribed good manufacturing practices
                and good clinical practices. Neither the Company nor any of the
                Material Subsidiaries has received notice of any material
                violation of any Applicable Laws, or any materially
                unsatisfactory results of an inspection or audit of its
                manufacturing facilities or processes conducted by the TPD, FDA
                or other governmental authority;

        (e)     the Company and the Material Subsidiaries have obtained all
                necessary licenses, permits, certificates and other
                authorizations or approvals ("PRODUCT REGISTRATIONS") required
                for the research, development, manufacture, storage,
                distribution and sale of its products, or products of other
                parties (under contract with the Company or a Material
                Subsidiary) as required under Applicable Laws in each
                jurisdiction in which the Company or the Material Subsidiaries
                conduct any of such activities. All information contained in any
                of the Product Registrations, and any applications therefor, was
                true and correct in all material respects as of the date filed
                with the applicable governmental authority, and such information
                has been updated to maintain the accuracy thereof to the extent
                required by Applicable Laws. The Company and the Material
                Subsidiaries have taken all necessary steps to maintain the
                Product Registrations. All research and development of products
                by the Company or any of the Material Subsidiaries (including
                the manufacture, testing and clinical trials of products by the
                Company or its Material Subsidiaries, or other parties or on
                their behalf) pursuant to Product

<Page>

                                     - 18 -

                Registrations have been conducted in accordance with the
                specifications and standards contained in the applicable Product
                Registrations. Neither the Company nor any of the Material
                Subsidiaries has received notice of any violation of a Product
                Registrations from any governmental authority. The Product
                Registrations are owned solely and exclusively by the Company
                and/or the Material Subsidiaries;

        (f)     the Company and the Material Subsidiaries have complied with in
                all material respects with all requirements relating to adverse
                drug reactions, including any reporting obligations, in
                accordance with Applicable Laws, and have maintained appropriate
                records relating thereto;

        (g)     there are no current restrictions on the release of or any
                recall of products (including any seizure order) manufactured
                by, or under contract for, the Company or any Material
                Subsidiary that have, or are likely to have, a material effect
                on the Company and the Material Subsidiaries;

        (h)     the Company and the Material Subsidiaries (i) are in material
                compliance with any and all applicable foreign, federal,
                provincial, state and local laws and regulations relating to the
                protection of human health and safety or the environment,
                relating to hazardous or toxic substances or wastes, pollutants
                or contaminants or nuclear or radio active substances
                ("ENVIRONMENTAL LAWS"), (ii) have received all material permits,
                licenses or other approvals required of them under applicable
                Environmental Laws to conduct their respective businesses, (iii)
                are in material compliance with all terms and conditions of any
                such permit, license or approval, (iv) there have been no past,
                and there are no pending or, to the best knowledge of the
                Company, threatened claims, complaints, notices or requests for
                information received by the Company or the Material Subsidiaries
                with respect to any alleged material violation of any
                Environmental Law and (v) to the knowledge of the Company, no
                conditions exist at, on or under any property now or previously
                owned or leased by the Company or the Material Subsidiaries
                which, with the passage of time, or the giving of notice or
                both, would give rise to liability under any Environmental Law
                that, individually or in the aggregate, has or may reasonably be
                expected to have, a material adverse effect or the Company or
                the Material Subsidiaries;

4.1.5   EMPLOYMENT MATTERS

        (a)     each material plan for retirement, bonus, stock purchase, profit
                sharing, stock option, deferred compensation, severance or
                termination pay, insurance, medical, hospital, dental, vision
                care, drug, sick leave, disability, salary continuation, legal
                benefits, unemployment benefits, vacation, incentive or
                otherwise contributed to or required to be contributed to, by
                the Company for the benefit of any current or former director,
                officer, employee or consultant of the Company (the "EMPLOYEE
                PLANS") has been maintained in compliance with its terms and
                with the requirements prescribed by any and all statutes,
                orders, rules and regulations that

<Page>

                                     - 19 -

                are applicable to such Employee Plans, in each case in all
                material respects and has been publicly disclosed to the extent
                required by Applicable Securities Laws;

        (b)     all material accruals for unpaid vacation pay, premiums for
                unemployment insurance, health premiums, federal or state
                pension plan premiums, accrued wages, salaries and commissions
                and employee benefit plan payments have been reflected in the
                books and records of the Company or the Material Subsidiaries;
                and

        (c)     there is not currently any labour disruption which is adversely
                affecting or could adversely affect, in a material manner, the
                carrying on of the business of the Company and the Material
                Subsidiaries on a consolidated basis.

5.      CONDITIONS TO PURCHASE OBLIGATION

5.1     The following are conditions of the Underwriters' obligations to close
the purchase of the Units from the Company as contemplated hereby, which
conditions the Company covenants to exercise its reasonable best efforts to have
fulfilled on or prior to the Closing Date, which conditions may be waived in
writing in whole or in part by the Underwriters:

        (a)     the Company will have made and/or obtained the necessary
                filings, approvals, consents and acceptances to or from, as the
                case may be, the Securities Commissions and the Exchanges
                required to be made or obtained by the Company in connection
                with the Offering, on terms which are acceptable to the Company
                and the Underwriters, acting reasonably, prior to the Closing
                Date;

        (b)     the Company shall have delivered to the Underwriters within one
                business day of the issuance of the receipt for the Preliminary
                Prospectus by each of the Qualifying Provinces, or such later
                time as may be agreed upon by the Company and the Underwriters,
                in such Canadian cities as the Underwriters may reasonably
                request, the reasonable requirements of conformed commercial
                copies of the Preliminary Prospectus in the English and French
                languages;

        (c)     the Company shall have delivered to the Underwriters within one
                business day of the issuance of the receipt for the Final
                Prospectus by each of the Qualifying Provinces, or such later
                time as may be agreed upon by the Company and the Underwriters,
                in such Canadian cities as the Underwriters may reasonably
                request, the reasonable requirements of conformed commercial
                copies of the Final Prospectus in the English and French
                languages;

        (d)     the Common Shares will have been accepted for listing by the
                Exchanges, subject to the usual conditions, and will, at the
                opening of trading on the Exchanges on the Closing Date, be
                accepted for trading on the Exchanges;

        (e)     the Warrant Shares will have been accepted for listing by the
                Exchanges, subject to the usual conditions, and will upon the
                due and proper exercise of the Warrants be listed on the
                Exchanges;

<Page>

                                     - 20 -

        (f)     the Company's board of directors will have authorized and
                approved this Agreement, the Warrant Indenture, the sale and
                issuance of the Units, the issuance of the Option, the issuance
                of the Warrant Shares upon exercise of the Warrants, and all
                matters relating to the foregoing;

        (g)     the Company will deliver a certificate of the Company and signed
                on behalf of the Company, but without personal liability, by the
                Chief Executive Officer of the Company and the Chief Financial
                Officer of the Company or such other senior officers of the
                Company as may be acceptable to the Underwriters, acting
                reasonably, addressed to the Underwriters and their counsel and
                dated the Closing Date, in form and content satisfactory to the
                Underwriters, acting reasonably, certifying that:

                (i)     no order ceasing or suspending trading in any securities
                        of the Company or prohibiting the sale of the Common
                        Shares and Warrant comprising the Units or any of the
                        Company's issued securities has been issued and no
                        proceedings for such purpose are pending or, to the
                        knowledge of such officers, threatened;

                (ii)    to the knowledge of such officers, there has been no
                        adverse material change (actual, proposed or
                        prospective, whether financial or otherwise) in the
                        business, affairs, operations, assets, liabilities
                        (contingent or otherwise) or capital of the Company and
                        the Material Subsidiaries on a consolidated basis since
                        the date hereof which has not been generally disclosed;

                (iii)   since the date hereof, no material change relating to
                        the Company and the Material Subsidiaries on a
                        consolidated basis, except for the Offering, has
                        occurred with respect to which the requisite material
                        change statement or report has not been filed and no
                        such disclosure has been made on a confidential basis;

                (iv)    the representations and warranties of the Company
                        contained in this Agreement are true and correct in all
                        material respects at the Time of Closing, with the same
                        force and effect as if made by the Company as at the
                        Time of Closing after giving effect to the transactions
                        contemplated hereby; and

                (v)     the Company has complied with all the covenants and
                        satisfied all the terms and conditions of this Agreement
                        on its part to be complied with or satisfied, other than
                        conditions which have been waived by the Underwriters,
                        at or prior to the Time of Closing;

        (h)     the Company will have caused a favourable legal opinion to be
                delivered by its Canadian counsel addressed to the Underwriters
                and the Underwriters' counsel, acceptable in all reasonable
                respects to the Underwriters, including in respect of those
                matters identified in Schedule "B" hereto. In giving such
                opinion, counsel to the Company shall be entitled to rely, to
                the extent appropriate in the circumstances, upon local counsel
                and shall be entitled as to matters of fact to rely

<Page>

                                     - 21 -

                upon a certificate of fact from responsible persons in a
                position to have knowledge of such facts and their accuracy;

        (i)     the Company will have caused a favourable legal opinion to be
                delivered by Quebec counsel addressed to the Underwriters and
                the Underwriters' counsel, in form and substance satisfactory to
                the Underwriters, acting reasonably, with respect to compliance
                with the laws of the Province of Quebec relating to the use of
                the French language in connection with the distribution of the
                Common Shares and Warrants comprising the Units in the Province
                of Quebec;

        (j)     the Company will have caused a favourable legal opinion to be
                delivered by local counsel in the jurisdiction of incorporation
                of each of the Material Subsidiaries addressed to the
                Underwriters, in form and substance satisfactory to the
                Underwriters, acting reasonably, and with respect to the
                following matters:

                (A)     the incorporation and existence of each Material
                        Subsidiary under the laws of its jurisdiction of
                        incorporation;

                (B)     as to the holder of the issued and outstanding shares of
                        each Material Subsidiary; and

                (C)     that each Material Subsidiary has all requisite
                        corporate power under the laws of its jurisdiction of
                        incorporation to carry on its business as presently
                        carried on and own its properties and assets;

        (k)     the Company shall have caused a favourable "no registration"
                opinion to be delivered to the Underwriters by United States
                counsel, in respect of sales of the Units in the United States
                or to U.S. persons;

        (l)     the Company will have caused Deloitte and Touche LLP to deliver
                an update of its letter referred to in paragraph 6(a) below;

        (m)     the Company will cause its registrar and transfer agent to
                deliver a certificate as to the issued and outstanding common
                shares of the Company; and

        (n)     the letter agreement between the Company and SGF Sante Inc
                ("SGF") in connection with the acquisition of SGF's 32.65%
                interest in Draxis Pharma Inc., as described in the Preliminary
                Prospectus has not been terminated or materially amended.

6.      ADDITIONAL DOCUMENTS UPON FILING OF FINAL PROSPECTUS The Company shall
cause to be delivered to the Underwriters concurrently with the filing of the
Final Prospectus and any Supplementary Material:

        (a)     a comfort letter dated the date thereof from the auditors of the
                Company and addressed to the Underwriters and to the directors
                of the Company, in form and substance reasonably satisfactory to
                the Underwriters, relating to the verification of the financial
                information and accounting data and other numerical data of a

<Page>

                                     - 22 -

                financial nature contained therein and matters involving changes
                or developments since the respective dates as of which specified
                financial information is given therein, to a date not more than
                two business days prior to the date of such letter;

        (b)     an opinion from local Quebec counsel to the Company, in form and
                substance satisfactory to the Underwriters, addressed to the
                Underwriters, counsel to the Underwriters and the directors of
                the Company and dated the date thereof to the effect that the
                French language version thereof, except with respect to matters
                referred to in subsection (c) below is, in all material
                respects, a complete and proper translation of the English
                language version thereof; and

        (c)     a letter from the auditors of the Company, in form and substance
                satisfactory to the Underwriters, addressed to the Underwriters,
                counsel to the Underwriters and the directors of the Company and
                dated the date thereof confirming that the financial statements,
                management's discussion and analysis of financial condition and
                results of operations and other documents incorporated by
                reference and translated by such firm contained in the French
                language version thereof is, in all material respects, a
                complete and proper translation of the English language version
                thereof.

7.      CLOSING

7.1     The Offering will be completed at the offices of the Company's counsel
in Toronto at the Time of Closing or such other place, date or time as may be
mutually agreed to; provided that if the Company has not been able to comply in
any material respect with any of the covenants or conditions set out herein
required to be complied with by the Time of Closing or such other date and time
as may be mutually agreed to or such covenant or condition has not been waived
by the Underwriters, the respective obligations of the parties will terminate
without further liability or obligation except for payment of expenses,
indemnity and contribution provided for in this Agreement.

7.2     At the Time of Closing, the Company shall deliver to the Underwriters:

        (a)     certificates representing the Common Shares and Warrants
                comprising the Units registered as the Underwriters may direct;

        (b)     the requisite legal opinions and certificates as contemplated in
                section 5.1; and

        (c)     such further documentation as may be contemplated herein or as
                the Underwriters may reasonably require,

against payment of the aggregate purchase price for the Units, net of the
Underwriting Fee and expenses incurred up to the Closing Date, by wire transfer
payable to the Company. Any additional expenses of the Underwriters incurred in
connection with the Offering not included in these expenses retained by the
Underwriters shall be paid by the Company forthwith upon invoices being provided
therefor.

<Page>

                                     - 23 -

7.3     The Option may be exercised by the Underwriters at any time prior to the
date which is thirty (30) days from the Closing Date, but the Underwriters shall
be under no obligation to exercise the Option. In the event the Company shall
subdivide, consolidate or otherwise change its common shares during the period
during which the Option is exercisable, the number of Additional Units for which
the Option may be exercised shall be similarly subdivided, consolidated or
changed such that the Underwriters would be entitled to receive the same number
and type of securities that they would have otherwise been entitled to receive
had they fully exercised such Option prior to such subdivision, consolidation or
change. The Issue Price (as defined in Schedule "A" hereto) shall be adjusted
accordingly and notice shall be given to the Underwriters of such adjustment. In
the event that the Underwriters shall disagree with the foregoing adjustment,
such adjustment shall be determined conclusively by the Company's auditors at
the Company's expense. The purchase and sale of the Additional Units shall be
completed at the offices of McCarthy Tetrault LLP on such date agreed to by the
Underwriters and the Company.

7.4     The conditions to purchase obligation set out in Section 5 (read as if
the Closing Date referred to the Over-Allotment Closing and as if the Offering
referred to the Option) and the provisions of Section 7.2, shall apply MUTATIS
MUTANDIS to the Over-Allotment Closing with such amendment as necessary as to
apply to the Additional Units.

7.5     All terms and conditions of this Agreement shall be construed as
conditions and any breach or failure to comply with any such terms and
conditions in any material respect shall entitle the Underwriters to terminate
their obligations to purchase the Units by written notice to that effect given
to the Company prior to the Time of Closing. It is understood that the
Underwriters may waive, in whole or in part, or extend the time for compliance
with, any of such terms and conditions without prejudice to their rights in
respect of any such terms and conditions or any other subsequent breach or
non-compliance; provided that to be binding on the Underwriters, any such waiver
or extension must be in writing.

8.      TERMINATION OF PURCHASE OBLIGATION

8.1     Without limiting any of the other provisions of this Agreement, any
Underwriter will be entitled, at its option, to terminate and cancel, without
any liability on its part or on the part of the other Underwriters and the
Purchasers, its obligations under this Agreement, to purchase the Units, by
giving written notice to the Company at any time through to the Time of Closing
if:

            (a) MATERIAL CHANGE - there shall be any material change in the
                affairs of the Company, or there should be discovered any
                previously undisclosed material fact required to be disclosed in
                the Preliminary Prospectus, Final Prospectus or amendment
                thereto or there should occur a change in a material fact
                contained in the Offering Documents or amendment thereto, in
                each case which, in the reasonable opinion of the Underwriters
                (or any of them), has or would be expected to have a significant
                adverse effect on the market price or value of the Common Shares
                or Warrants of the Company; or

            (b) DISASTER OUT - (i) any inquiry, action, suit, investigation or
                other proceeding (whether formal or informal) is commenced,
                announced or threatened or any order

<Page>

                                     - 24 -

                made by any federal, provincial, state, municipal or other
                governmental department, commission, board, bureau, agency or
                instrumentality including, without limitation, the Exchanges or
                any securities regulatory authority or any law or regulation is
                enacted or changed which in the opinion of the Underwriters (or
                any of them), acting reasonably, operates to prevent or restrict
                the issuance or trading of the Common Shares or Warrants of the
                Company or materially and adversely affects or will materially
                and adversely affect the market price or value of the Common
                Shares or Warrants of the Company; or (ii) if there should
                develop, occur or come into effect or existence any event,
                action, state, condition or major financial occurrence of
                national or international consequence or any law or regulation
                which in the reasonable opinion of the Underwriters seriously
                adversely affects, or will, or could reasonably be expected to,
                seriously adversely affect, the financial markets or the
                business, operations or affairs of the Company and its
                subsidiaries taken as a whole.

                The Underwriters shall make reasonable efforts to give notice to
the Company (in writing or by other means) of the occurrence of any of the
events referred to in this section; provided that neither the giving nor the
failure to give such notice shall in any way affect the Underwriters'
entitlement to exercise this right at any time to the Time of Closing.

                The Underwriters' rights of termination contained in this
section are in addition to any other rights or remedies they may have in respect
of any default, act or failure to act or noncompliance by the Company in respect
of any of the matters contemplated by this Agreement.

8.2     If the obligations of an Underwriter are terminated under this Agreement
pursuant to the termination rights provided for in section 8.1, the Company's
liabilities to such Underwriter shall be limited to the Company's obligations
under the indemnity, contribution and expense provisions of this Agreement.

9.      INDEMNITY

9.1     The Company (the "INDEMNITOR") hereby agrees to indemnify and hold the
Underwriters and the directors, officers, employees and shareholders of the
Underwriters (hereinafter referred to as the "PERSONNEL") harmless from and
against any and all expenses, losses (other than loss of profits), claims,
actions, damages or liabilities, whether joint or several (including the
aggregate amount paid in reasonable settlement of any actions, suits,
proceedings or claims), and the reasonable fees and expenses of its counsel that
may be incurred in advising with respect to and/or defending any claim that may
be made against the Underwriters, to which the Underwriters and/or its Personnel
may become subject or otherwise involved in any capacity under any statute or
common law or otherwise insofar as such expenses, losses, claims, damages,
liabilities or actions arise out of or are based, directly or indirectly, upon
the performance of professional services rendered to the Indemnitor by the
Underwriters and its Personnel hereunder or otherwise in connection with the
matters referred to in the letter to which this is attached, provided, however,
that this indemnity shall not apply to the extent that a court of competent
jurisdiction in a final judgment that has become non-appealable shall determine
that:

<Page>

                                     - 25 -

        (i)     the Underwriters or its Personnel have been negligent or
                dishonest or have committed any fraudulent act in the course of
                such performance; and

        (ii)    the expenses, losses, claims, damages or liabilities, as to
                which indemnification is claimed, were directly caused by the
                negligence, dishonesty or fraud referred to in (i).

If for any reason (other than the occurrence of any of the events itemized in
(i) and (ii) above), the foregoing indemnification is unavailable to the
Underwriters or insufficient to hold it harmless, then the Indemnitor shall
contribute to the amount paid or payable by the Underwriters as a result of such
expense, loss, claim, damage or liability in such proportion as is appropriate
to reflect not only the relative benefits received by the Indemnitor on the one
hand and the Underwriters on the other hand but also the relative fault of the
Indemnitor and the Underwriters, as well as any relevant equitable
considerations; provided that the Indemnitor shall, in any event, contribute to
the amount paid or payable by the Underwriters as a result of such expense,
loss, claim, damage or liability, any excess of such amount over the amount of
the fees received by the Underwriters hereunder pursuant to the letter agreement
to which this indemnity is attached.

The Indemnitor agrees that in case any legal proceeding shall be brought against
the Indemnitor and/or the Underwriters by any governmental commission or
regulatory authority or any stock exchange or other entity having regulatory
authority, either domestic or foreign, shall investigate the Indemnitor and/or
the Underwriters and any Personnel of the Underwriters shall be required to
testify in connection therewith or shall be required to respond to procedures
designed to discover information regarding, in connection with, or by reason of
the performance of professional services rendered to the Indemnitor by the
Underwriters, the Underwriters shall have the right to employ its own counsel in
connection therewith, and the reasonable fees and expenses of such counsel as
well as the reasonable costs (including an amount to reimburse the Underwriters
for time spent by its Personnel in connection therewith) and out-of-pocket
expenses incurred by its Personnel in connection therewith shall be paid by the
Indemnitor as they occur.

Promptly after receipt of notice of the commencement of any legal proceeding
against the Underwriters or any of its Personnel or after receipt of notice of
the commencement of any investigation, which is based, directly or indirectly,
upon any matter in respect of which indemnification may be sought from the
Indemnitor, the Underwriters will notify the Indemnitor in writing of the
commencement thereof and, throughout the course thereof, will provide copies of
all relevant documentation to the Indemnitor, will keep the Indemnitor advised
of the progress thereof and will discuss with the Indemnitor all significant
actions proposed. The omission so to notify the Indemnitor shall not relieve the
Indemnitor of any liability which the Indemnitor may have to the Underwriters
except only to the extent that any such delay in giving or failure to give
notice as herein required materially prejudices the defence of such action,
suit, proceeding, claim or investigation or results in any material increase in
the liability which the Indemnitor would otherwise have under this indemnity had
the Underwriters not so delayed in giving or failed to give the notice required
hereunder.

The Indemnitor shall be entitled, at its own expense, to participate in and, to
the extent it may wish to do so, assume the defence thereof, provided such
defence is conducted by experienced and competent counsel. Upon the Indemnitor
notifying the Underwriters in writing of its election

<Page>

                                     - 26 -

to assume the defence and retaining counsel, the Indemnitor shall not be liable
to the Underwriters for any legal expenses subsequently incurred by them in
connection with such defence. If such defence is assumed by the Indemnitor, the
Indemnitor throughout the course thereof will provide copies of all relevant
documentation to the Underwriters, will keep the Underwriters advised of the
progress thereof and will discuss with the Underwriters all significant actions
proposed.

Notwithstanding the foregoing paragraph, any Underwriter shall have the right,
at the Indemnitor's expense, to employ counsel of such Underwriter's choice, in
respect of the defence of any action, suit, proceeding, claim or investigation
if: (i) the employment of such counsel has been authorized by the Indemnitor; or
(ii) the Indemnitor has not assumed the defence and employed counsel therefor
within a reasonable time after receiving notice of such action, suit,
proceeding, claim or investigation; or (iii) counsel retained by the Company or
the Underwriter(s) has advised the Indemnified Party that representation of both
parties by the same counsel would be inappropriate for any reason, including
without limitation because there may be legal defences available to the
Underwriters which are different from or in addition to those available to the
Underwriters (in which event and to that extent, the Company shall not have the
right to assume or direct the defence on the Underwriter's behalf) or that there
is a conflict of interest between the Indemnitor and the Underwriters or the
subject matter of the action, suit, proceeding, claim or investigation may not
fall within the indemnity set forth herein (in either of which events the
Underwriters shall not have the right to assume or direct the defence on the
Indemnified Party's behalf).

No admission of liability and no settlement of any action, suit, proceeding,
claim or investigation shall be made without the consent of the Underwriters
affected. No admission of liability shall be made and the Indemnitor shall not
be liable for any settlement of any action, suit, proceeding, claim or
investigation made without its consent.

The indemnity and contribution obligations of the Indemnitor shall be in
addition to any liability which the Indemnitor may otherwise have, shall extend
upon the same terms and conditions to the Personnel of the Underwriters and
shall be binding upon and enure to the benefit of any successors, assigns, heirs
and personal representatives of the Indemnitor, the Underwriters and any of the
Personnel of the Underwriters. The foregoing provisions shall survive the
completion of professional services rendered under the letter to which this is
attached or any termination of the authorization given by the letter to which
this is attached.

This indemnity agreement (i) shall not be assignable by any party hereto without
the prior written consent of each other party hereto; and (ii) shall be governed
by and construed in accordance with the law of the Province of Ontario and the
federal law of Canada applicable therein and the parties hereto hereby
irrevocably attorn to the jurisdiction of the court of the Province of Ontario.
No waiver, amendment or other modification of this indemnity agreement shall be
effective unless in writing and signed by each of the parties hereto. Any notice
or other communication required or permitted to be given under this indemnity
agreement shall be so given in accordance with this Agreement.

<Page>

                                     - 27 -

9.2     To the extent that any Indemnified Party is not a party to this
Agreement, the Underwriters shall obtain and hold the right and benefit of the
indemnity provisions of section 9.1 in trust for and on behalf of such
Underwriter or Personnel.

10.     CONTRIBUTION

10.1    In the event that the indemnity provided for above is, for any reason,
illegal or unenforceable as being contrary to public policy or for any other
reason, the Underwriters and the Company shall contribute to the aggregate of
all losses, claims, costs, damages, expenses or liabilities (including any legal
or other expenses reasonably incurred by an Underwriter or Personnel in
connection with investigating or defending any action or claim which is the
subject of this section but excluding loss of profits or consequential damages)
of the nature provided for above such that the Underwriters will be responsible
for that portion represented by the percentage that the portion of the
Underwriting Fee payable by the Company to the Underwriters bears to the gross
proceeds realized from the sale of the Units, and the Company will be
responsible for the balance, provided that, in no event, will the Underwriters
be responsible for any amount in excess of the amount of the Underwriting Fee
actually received by them. In the event that the Company may be held to be
entitled to contribution from the Underwriters under the provisions of any
statute or law, the Company shall be limited to contribution in an amount not
exceeding the lesser of: (i) the portion of the full amount of losses, claims,
costs, damages, expenses and liabilities, giving rise to such contribution for
which the Underwriters are responsible, as determined above; and (ii) the amount
of the Underwriting Fee actually received by the Underwriters. Notwithstanding
the foregoing, a party guilty of fraudulent misrepresentation or material
non-compliance with the provisions of this Agreement or non-compliance with
applicable laws shall not be entitled to contribution from the other party.

        Any party entitled to contribution will, promptly after receiving notice
of commencement of any claim, action, suit or proceeding against such party in
respect of which a claim for contribution may be made against the other party
under this section, notify such party from whom contribution may be sought. In
no case shall such party from whom contribution may be sought be liable under
this Agreement unless such notice has been provided, but the omission to so
notify such party shall not relieve the party from whom contribution may be
sought from any other obligation it may have otherwise than under this section,
except to the extent such party is materially prejudiced by the failure to
receive such notice. The right to contribution provided in this section shall be
in addition to, and not in derogation of, any other right to contribution which
the Underwriters or the Company may have by statute or otherwise by law.

10.2    The Company hereby waives its right to recover contribution from the
Underwriters or the Personnel with respect to any liability of the Company
solely by reason of or arising out of any misrepresentation contained in any of
the Offering Documents or the Company's Information Record, other than a
misrepresentation included in reliance upon information furnished to the Company
by or on behalf of the Underwriters specifically for use therein or relating
solely to the Underwriters.

11.     EXPENSES

11.1    Whether or not the closing of the Offering occurs, all expenses incurred
from time to time of or incidental to the sale, issue, distribution and
qualification for distribution of the Common

<Page>

                                     - 28 -

Shares and Warrants comprising the Units and to all matters in connection with
the transactions herein set forth shall be borne by the Company including the
fees and disbursements of counsel to the Underwriters (up to a maximum of
$85,000 plus GST and disbursements).

12.     LIABILITY OF UNDERWRITERS

12.1    The obligations of the Underwriters to purchase the Units in connection
with the Offering at the Time of Closing shall be several (and not joint or
joint and several) and shall be as to the following percentages of the Units to
be purchased at that time:

<Table>
<Caption>
                NAME OF UNDERWRITER                   LIABILITY
                <S>                                      <C>
                Desjardins Securities Inc.               65%

                CIBC World Markets Inc.                  35%
</Table>

12.2    If either of the Underwriters fails to purchase its applicable
percentage of the aggregate amount of the Units at the Time of Closing, the
other Underwriter shall have the right, but shall not be obligated, to purchase
the Units which would otherwise have been purchased by the Underwriter which
fails to purchase. If, with respect to the Units, the non-defaulting
Underwriters elect not to exercise such rights to assume the entire obligations
of the defaulting Underwriter, then the Company shall have the right to
terminate its obligations hereunder without liability except in respect of its
indemnity, contribution and expense obligations in respect of the non-defaulting
Underwriter. Nothing in this paragraph shall oblige the Company to sell to the
Underwriters less than all of the aggregate amount of the Units or shall relieve
an Underwriter in default hereunder from liability to the Company.

13.     ACTION BY UNDERWRITERS

13.1    All steps which must or may be taken by the Underwriters in connection
with the closing of the Offering, with the exception of the matters relating to
termination of purchase obligations, may be taken by Desjardins Securities Inc.
on behalf of itself and the other Underwriters and the execution of this
Agreement by the other Underwriters and by the Company shall constitute the
Company's authority and obligation for accepting notification of any such steps
from, and for delivering the definitive documents constituting the Common Shares
and Warrants comprising the Units to or to the order of, Desjardins Securities
Inc. Desjardins Securities Inc. shall fully consult with CIBC World Markets Inc.
with respect to all notices, waivers, extensions or other communications to or
with the Company.

14.     SURVIVAL OF WARRANTIES, REPRESENTATIONS, COVENANTS AND AGREEMENTS

14.1    All warranties, representations, covenants and Agreements of the Company
herein contained or contained in documents submitted or required to be submitted
pursuant to this Agreement shall survive the purchase by the Underwriters of the
Units and shall continue in full force and effect for the benefit of the
Underwriters regardless of the closing of the sale of the Units and regardless
of any investigation which may be carried on by the Underwriters or on their
behalf until the Survival Limitation Date. For greater certainty, and without
limiting the generality of the foregoing, the provisions contained in this
Agreement in any way related to the

<Page>

                                     - 29 -

indemnification of the Underwriters by the Company or the contribution
obligations of the Underwriters or those of the Company shall survive and
continue in full force and effect, indefinitely.

15.     GENERAL CONTRACT PROVISIONS

15.1    Any notice or other communication to be given hereunder shall be in
writing and shall be given by delivery or by telecopier, as follows:

        if to the Company:

                Draxis Health Inc.
                6870 Goreway Drive
                Suite 200
                Mississauga, Ontario
                L4V 1P1

                Attention:  Dr. Martin Barkin
                Telecopier Number: (905) 677-5494

        with a copy to:

                McCarthy Tetrault LLP
                Toronto Dominion Tower
                Suite 4700
                Toronto, Ontario M5K 1E6

                Attention: David Woollcombe
                Telecopier Number: (416) 601-7555

        or if to the Underwriters:

                Desjardins Securities Inc.
                145 King Street West
                Suite 2750
                Toronto, Ontario M5H 1J8

                Attention: Gordon H. Larock
                Telecopier Number: (416) 861-9992

        with a copy to:

                Cassels Brock & Blackwell LLP
                2100 Scotia Plaza
                40 King Street West
                Toronto, Ontario M5H 3C2

<Page>

                                     - 30 -

                Attention: John Vettese
                Telecopier Number: (416) 350-6930

and if so given, shall be deemed to have been given and received upon receipt by
the addressee or a responsible officer of the addressee if delivered, or four
hours after being telecopied and receipt confirmed during normal business hours,
as the case may be. Any party may, at any time, give notice in writing to the
others in the manner provided for above of any change of address or telecopier
number.

15.2    This Agreement and the other documents herein referred to constitute the
entire Agreement between the Underwriters and the Company relating to the
subject matter hereof and supersedes all prior Agreements between the
Underwriters and the Company with respect to their respective rights and
obligations in respect of the Offering, including the offer letter between
Desjardins Securities Inc. and the Company dated March 31, 2004.

15.3    Time shall be of the essence for all provisions of this Agreement.

15.4    This Agreement may be executed by telecopier and in one or more
counterparts which, together, shall constitute an original copy hereof as of the
date first noted above.

<Page>

                                     - 31 -

        If this Agreement accurately reflects the terms of the transaction which
we are to enter into and if such terms are agreed to by the Company, please
communicate your acceptance by executing where indicated below.

Yours very truly,

DESJARDINS SECURITIES INC.

Per:    /s/ Gordon H. Larock
        Authorized Signing Officer

CIBC WORLD MARKETS INC.

Per:    /s/ Marc Letourneau
        Authorized Signing Officer


                The foregoing accurately reflects the terms of the transaction
which we are to enter into and such terms are agreed to with effect as of the
date provided at the top of the first page of this Agreement.

                                      DRAXIS HEALTH INC.


                                      Per:    /s/ Martin Barkin
                                              Authorized Signing Officer


                                      Per:    /s/ Mark Oleksiw
                                              Authorized Signing Officer

<Page>

                                  SCHEDULE "A"

                             DETAILS OF THE OFFERING

THIS IS SCHEDULE "A" TO THE UNDERWRITING AGREEMENT DATED AS OF APRIL 2, 2004
BETWEEN DRAXIS HEALTH INC. AND DESJARDINS SECURITIES INC., CIBC WORLD MARKETS
INC.


ISSUER:                 Draxis Health Inc. (the "Company")

AMOUNT:                 3,053,436 units (the "Units") of the Company on a bought
                        deal basis

PRICE:                  $6.55 per Unit (the "Issue Price")

GROSS PROCEEDS:         approximately $20,000,000

UNIT:                   Each Unit shall consist of one common share of the
                        Company (a "Common Share") and one-half of one Common
                        Share purchase warrant (a "Warrant") of the Company.

WARRANTS:               Each whole Warrant will entitle the holder to purchase
                        one Common Share of the Company at a price of $8.50 at
                        any time on or before the date which is two years from
                        the Closing Date (as hereinafter defined).

OVERALLOTMENT OPTION:   The Company will grant the Underwriters an option to
                        purchase up to 458,016 additional Units at the Issue
                        Price until that date which is 30 days after the Closing
                        Date.

TYPE OF TRANSACTION:    Bought deal, public issue, subject to a formal
                        underwriting agreement, including a standard industry
                        "disaster out clause" and "material adverse change
                        clause" running up to the Closing Date.

                        The Company agrees to use its reasonable best efforts
                        to: (i) file a preliminary prospectus (in respect of
                        which the Underwriters shall have an opportunity to
                        participate and satisfy their statutory obligations
                        under applicable securities laws) qualifying the
                        issuance and distribution of the Common Shares and
                        Warrants comprising the Units in each of the
                        Jurisdictions, and (ii) obtain a receipt for the same
                        not more than two business days after the date that this
                        agreement is entered into.

JURISDICTIONS:          The qualifying jurisdictions for this Offering will be
                        all provinces of Canada. Units will also be sold to U.S.
                        buyers on a private placement basis pursuant to an
                        exemption from the registration requirements in
                        Regulation D of the UNITED STATES SECURITIES ACT OF
                        1933, as amended.

<Page>

                                      - 2 -

LISTING:                The Company shall obtain the necessary approvals to list
                        the Common Shares (including the Common Shares issuable
                        upon exercise of the Warrants) on the Toronto Stock
                        Exchange (the "TSX") and the NASDAQ, which listings
                        shall be conditionally approved prior to the Closing
                        Date.

ELIGIBILITY:            Eligible under the usual statutes and for RRSP's, RRIF's
                        and DPSP's.

UNDERWRITING FEE:       5.5% payable at closing.

CLOSING DATE:           April 22, 2004 (the "Closing Date")

SYNDICATE:              Desjardins Securities Inc. CIBC World Markets Inc.

USE  OF PROCEEDS:       The Company will use the proceeds of the offering to pay
                        $13 million cash to Societe generale de financement du
                        Quebec ("SGF") to acquire its 32.7% interest in the
                        Company's manufacturing subsidiary, DRAXIS Pharma inc.
                        ("DPI"). SGF and to repay approximately $6 million in
                        debt owed by DPI.

<Page>

                                  SCHEDULE "B"

                        OPINION OF THE COMPANY'S COUNSEL

THIS IS SCHEDULE "B" TO THE UNDERWRITING AGREEMENT DATED AS OF APRIL 2, 2004
BETWEEN DRAXIS HEALTH INC. AND DESJARDINS SECURITIES INC. AND CIBC WORLD MARKETS
INC.

The opinion of the Company's counsel shall be in respect of the following
matters:

        (i)     the Company is a "reporting issuer", or its equivalent, in each
                of the Qualifying Provinces and it is not listed as in default
                of any requirement of the Applicable Securities Laws in any of
                the Qualifying Provinces;

        (ii)    the Company is a corporation existing under the BUSINESS
                CORPORATIONS ACT (Ontario) and has all requisite corporate power
                to carry on its business as now conducted and to own, lease and
                operate its property and assets and to execute, deliver and
                perform its obligations under this Agreement and the Warrant
                Indenture;

        (iii)   the Company is authorized to issue, among other things, an
                unlimited number of common shares;

        (iv)    as to the issued and outstanding common shares of the Company;

        (v)     the Company has all necessary corporate power and capacity and
                has taken all necessary corporate action: (i) to execute and
                deliver this Agreement and the Warrant Indenture and perform its
                obligations under this Agreement and the Warrant Indenture; (ii)
                to create, issue and sell the Common Shares and Warrants
                comprising the Units; (iii) to grant the Option to the
                Underwriters; and (iv) to issue the Warrant Shares upon exercise
                of the Warrants in accordance with the terms of the Warrant
                Indenture;

        (vi)    all necessary corporate action has been taken by the Company to
                authorize the execution and delivery of each of the Preliminary
                Prospectus and the Final Prospectus both in the English and
                French language and the filing thereof with the Securities
                Commissions;

        (vii)   upon the payment therefore and the issue thereof, the Common
                Shares partially comprising the Units will have been validly
                issued as fully paid and non-assessable;

        (viii)  the Warrant Shares issuable upon the exercise of the Warrants
                partially comprising the Units have been validly created and
                reserved for issuance by the Company and, upon the payment of
                the exercise price therefore and the issue thereof, will be
                validly issued as fully paid and non-assessable;

<Page>

                                      - 2 -

        (ix)    all necessary corporate action has been taken by the Company to
                authorize the execution and delivery of this Agreement and the
                Warrant Indenture and the performance of its obligations
                hereunder and thereunder and this Agreement and the Warrant
                Indenture have been executed and delivered by the Company and
                constitute legal, valid and binding obligations of the Company
                enforceable against it in accordance with their terms, subject
                to bankruptcy, insolvency and other laws affecting the rights of
                creditors generally and subject to such other standard
                assumptions and qualifications including the qualifications that
                equitable remedies may be granted in the discretion of a court
                of competent jurisdiction and that enforcement of rights to
                indemnity, contribution and waiver of contribution set out in
                this Agreement and the Warrant Indenture may be limited by
                applicable law and that enforceability is subject to the
                provisions of the LIMITATIONS ACT, 2002 (Ontario);

        (x)     the rights, privileges, restrictions and conditions attaching to
                the Common Shares and Warrants are accurately summarized in all
                material respects in the Final Prospectus;

        (xi)    all necessary documents have been filed, all requisite
                proceedings have been taken and all approvals, permits and
                consents of the appropriate regulatory authority in each
                Qualifying Provinces have been obtained by the Company to
                qualify the distribution or distribution to the public of the
                Common Shares and Warrants comprising the Units, the Option, and
                the Warrant Shares issuable upon the exercise of the Warrants in
                each of the Qualifying Provinces through persons who are
                registered under applicable legislation and who have complied
                with the relevant provisions of such applicable legislation;

        (xii)   the issue by the Company of the Warrant Shares to be issued upon
                exercise of the Warrants is exempt from, or is not subject to,
                the prospectus and registration requirements of the laws of each
                of the Qualifying Provinces and no prospectus or other documents
                are required to be filed, proceedings taken, or approvals,
                permits, consents or authorizations obtained by the Company
                under Applicable Securities Laws in any of the Qualifying
                Provinces, provided that, where applicable, no commission or
                other remuneration is paid or given to others in respect of such
                distribution except for administrative, ministerial or
                professional services, as applicable, or for services performed
                by a registered dealer or broker or by a person or company
                registered for trading in securities, as applicable and subject
                to the exceptions generally provided for in such opinion;

        (xiii)  the first trade in, or resale of, as applicable, the Warrant
                Shares issued upon exercise of the Warrants is exempt from, or
                is not subject to, the prospectus requirements of the Securities
                Laws of each of the Qualifying Provinces and no filing,
                proceeding or approval will need to be made, taken or obtained
                by the Corporation under such laws in connection with

<Page>

                                      - 3 -

                any such trade, subject to the exceptions generally provided for
                in such opinions;

        (xiv)   subject only to the standard listing conditions, the Common
                Shares partially comprising the Units and the Warrant Shares
                issuable upon the exercise of the Warrants have been
                conditionally listed on the Exchanges;

        (xv)    the form and terms of the definitive certificate representing
                the common shares at the Company have been approved by the
                directors of the Company and comply in all material respects
                with the BUSINESS CORPORATIONS ACT (Ontario) and the rules and
                by-laws of the Exchanges;

        (xvi)   the execution and delivery of this Agreement and the Warrant
                Indenture, the fulfilment of the terms hereof and thereof by the
                Company and the issuance, sale and delivery of the Units to be
                issued and sold by the Company at the Time of Closing, the grant
                of the Option to the Underwriters and the issuance of the
                Warrant Shares issuable upon the exercise of the Warrants do not
                and will not result in a breach of or default under, and do not
                and will not create a state of facts which, after notice or
                lapse of time or both, will result in a breach of or default
                under, and do not and will not conflict with any of the terms,
                conditions or provisions of the articles or by-laws of the
                Company;

        (xvii)  Computershare Trust Company of Canada has been appointed the
                warrant agent under the Warrant Indenture and the transfer agent
                and registrar for the Common Shares;

        (xviii) subject to the assumptions, limitations and restrictions set out
                under the heading "Canadian Federal Income Tax Considerations"
                and "Eligibility for Investment" in the Final Prospectus, and
                based and relying upon the matters set out therein, on the date
                hereof, the Common Shares and Warrants are, and the Warrant
                Shares issuable upon the exercise of the Warrants, if issued on
                the date hereof would be, qualified investments for trusts
                governed by registered retirement savings plans, registered
                retirement income funds, deferred profit sharing plans and
                registered education savings plans under the INCOME TAX ACT
                (Canada) (the "Plans"), provided that, in the case of the
                Warrants, each person who is an annuitant, a beneficiary, an
                employer or a subscriber under the particular Plan deals at
                arm's length with the Company. In addition, on the date hereof,
                the Common Shares and Warrants do not, and the Warrant Shares
                issuable on the exercise of the Warrants would not, if issued on
                the date hereof, constitute "foreign property" for Plans (other
                than registered education savings plans), registered investments
                and other tax exempt entities, including most registered pension
                plans, that are subject to tax under Part XI of the INCOME TAX
                ACT (Canada). Trusts governed by registered education savings
                plans are not subject to the foreign property rules;

<Page>

                                      - 4 -

        (xix)   the statements set forth in the Final Prospectus under the
                caption "Canadian Federal Income Tax Considerations" insofar as
                they purport to describe the provisions of the laws referred to
                therein, are fair summaries of the matters discussed therein;

        (xviii) all laws in the Province of Quebec relating to the use of the
                French language will be complied with in respect of the
                documents to be delivered to Purchasers in the Province of
                Quebec in connection with the sale of the Units to the
                Purchasers in the Province of Quebec; and

        (xix)   the statements set forth in the Final Prospectus under the
                caption "Eligibility for Investment", insofar as they purport to
                describe the provisions of the laws referred to therein, are
                fair summaries of the matters discussed therein.

<Page>

                                  SCHEDULE "C"

                              MATERIAL SUBSIDIARIES

THIS IS SCHEDULE "C" TO THE UNDERWRITING AGREEMENT DATED AS OF APRIL 2, 2004
BETWEEN DRAXIS HEALTH INC. AND DESJARDINS SECURITIES INC. AND CIBC WORLD MARKETS
INC.

<Table>
<Caption>
          NAME                     JURISDICTION       % OWNERSHIP
----------------------------    ------------------    -----------
<S>                             <C>                         <C>
DRAXIMAGE Inc.                  Canada (CBCA)                 100

DRAXIS Pharma Inc.              Canada (CBCA)               67.35

Deprenyl Animal Health, Inc.    State of Louisiana            100
</Table>

<Page>

                                  SCHEDULE "D"

                      TERMS FOR OFFERING TO U.S. PURCHASERS

THIS IS SCHEDULE "D" TO THE UNDERWRITING AGREEMENT DATED AS OF APRIL 2, 2004
BETWEEN DRAXIS HEALTH INC. AND DESJARDINS SECURITIES INC. AND CIBC WORLD MARKETS
INC.

        As used in this Schedule "D", capitalized terms used herein and not
defined herein shall have the meanings ascribed thereto in the Underwriting
Agreement to which this Schedule "D" is annexed and the following terms shall
have the meanings indicated:

        (a)     "Directed Selling Efforts" means directed selling efforts as
                that term is defined in Regulation S. Without limiting the
                foregoing, but for greater clarity in this Schedule, it means,
                subject to the exclusions from the definition of directed
                selling efforts contained in Regulation S, any activity
                undertaken for the purpose of, or that could reasonably be
                expected to have the effect of, conditioning the market in the
                United States for any of the Units and includes the placement of
                any advertisement in a publication with a general circulation in
                the United States that refers to the offering of the Units;

        (b)     "Foreign Issuer" shall have the meaning ascribed thereto in
                Regulation S. Without limiting the foregoing, but for greater
                clarity in this Schedule, it means any issuer which is (a) the
                government of any foreign country or of any political
                subdivision of a foreign country; or (b) a corporation or other
                organization incorporated under the laws of any foreign country,
                except an issuer meeting the following conditions: (1) more than
                50 percent of the outstanding voting securities of such issuer
                are held of record either directly or through voting trust
                certificates or depositary receipts by residents of the United
                States; and (2) any of the following: (i) the majority of the
                executive officers or directors are United States citizens or
                residents, (ii) more than 50 percent of the assets of the issuer
                are located in the United States, or (iii) the business of the
                issuer is administered principally in the United States;

        (c)     "General Solicitation" and "General Advertising" means "general
                solicitation" and general advertising", respectively, as used
                under Rule 502(c) under the U.S. Securities Act, including
                advertisements, articles, notices or other communications
                published in any newspaper, magazine or similar media or
                broadcast over radio or television, or any seminar or meeting
                whose attendees had been invited by general solicitation or
                general advertising or in any other manner involving a public
                offering within the meaning of Section 4(2) of the U.S.
                Securities Act;

        (d)     "Institutional Accredited Investor" means those institutional
                "accredited investors" specified in Rule 501(a)(1),(2),(3) and
                (7) of Regulation D;

        (e)     "Regulation D" means Regulation D adopted by the SEC under the
                U.S. Securities Act;

<Page>

                                      - 2 -

        (f)     "Regulation S" means Regulation S adopted by the SEC under the
                U.S. Securities Act;

        (g)     "SEC" means the United States Securities and Exchange
                Commission;

        (h)     "Substantial U.S. Market Interest" means substantial U.S. market
                interest as that term is defined in Regulation S;

        (i)     "U.S. Exchange Act" means the United States Securities Exchange
                Act of 1934, as amended;

        (j)     "U.S. Person" means a U.S. person as that term is defined in
                Regulation S;

        (k)     "U.S. Securities Act" means the United States Securities Act of
                1933, as amended; and

        (l)     "United States" means the United States of America, its
                territories and possessions, any state of the United States, and
                the District of Columbia.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE UNDERWRITERS

        Each Underwriter acknowledges that the Units have not been and will not
be registered under the U.S. Securities Act and may be offered and sold within
the United States or to, or for the account or benefit of U.S. Persons, only in
accordance with Regulation S or pursuant to transactions exempt from or not
subject to the registration requirements of the U.S. Securities Act and state
securities laws. Accordingly, each Underwriter represents, warrants and
covenants to the Company that:

1.      It has not offered and sold, and will not offer and sell, any Units
        forming part of its allotment described in section 12.1 of the
        Underwriting Agreement except (a) in accordance with Rule 903 of
        Regulation S or (b) as provided in paragraphs 2 through 10 below.
        Accordingly, neither the Underwriter nor any of its affiliates nor any
        persons acting on its or their behalf, has engaged or will engage in any
        Directed Selling Efforts in the United States with respect to the Units.

2.      It has not entered and will not enter into any contractual arrangement
        with respect to the distribution of the Units, except with its
        affiliates, any selling group members or with the prior written consent
        of the Company. It shall require each of its U.S. broker-dealer
        affiliate to agree, for the benefit of the Company, to comply with, and
        shall use its best efforts to ensure that each of its U.S. broker-dealer
        affiliate complies with, the provisions of this Schedule "D" applicable
        to such Underwriter as if such provisions applied to such U.S.
        broker-dealer affiliate.

3.      All offers and sales of Units in the United States shall be made through
        the Underwriter's U.S. broker-dealer affiliate in compliance with all
        applicable U.S. broker-dealer requirements. Such U.S. broker-dealer
        affiliate is a duly registered broker-dealer with the SEC, and is a
        member in good standing with the National Association of Securities
        Dealers, Inc.

<Page>

                                      - 3 -

4.      In connection with offers and sales of Units in the United States or to
        U.S. Persons (i) no form of General Solicitation or General Advertising
        shall be used, and (ii) such offers and sales shall not be made in any
        manner involving a public offering within the meaning of Section 4(2) of
        the U.S. Securities Act.

5.      Any offer, sale or solicitation of an offer to buy Units that has been
        made or will be made in the United States or to U.S. Persons was or will
        be made only to Institutional Accredited Investors in transactions that
        are exempt from registration under the U.S. Securities Act and
        applicable state securities laws.

6.      Prior to any sale of Units in the United States, it shall cause each
        U.S. purchaser thereof to execute a Purchaser's Letter in the form
        attached hereto as Appendix I.

7.      Each offeree in the United States shall be provided, prior to the time
        of purchase of any Units, with a copy of the U.S. private placement
        offering memorandum (the "U.S. Placement Memorandum") attached to a copy
        of the Final Prospectus and no other written material will be used in
        connection with the offer or sale of the Units in the United States.

8.      Immediately prior to transmitting the U.S. Placement Memorandum, it had
        reasonable grounds to believe that each offeree was an Institutional
        "Accredited Investor".

9.      At least one business day prior to the Time of Delivery, the transfer
        agent will be provided with a list of all purchasers of the Units in the
        United States or who are U.S. Persons.

10.     At closing, each U.S. broker-dealer who sold any Units together with
        their Canadian affiliate will provide a certificate, substantially in
        the form of Appendix II, relating to the manner of the offer and sale of
        the Units in the United States and to U.S. Persons.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

        The Company represents, warrants, covenants and agrees that:

1.      The Company is a Foreign Issuer with no Substantial U.S. Market Interest
        with respect to the Units of the Company.

2.      The Company is not, and as a result of the sale of the Units
        contemplated hereby will not be, an "investment company" as defined in
        the United States Investment Company Act of 1940, as amended.

3.      Except with respect to offers and sales to Institutional Accredited
        Investors in reliance upon an exemption from registration under Section
        4(2) of the U.S. Securities Act, neither the Company nor any of its
        affiliates, and assuming the representations, warranties and covenants
        of the Underwriters are true and accurate nor any person acting on its
        or their behalf, has made or will make: (A) any offer to sell, or any
        solicitation of an offer to buy, any Units to a person in the United
        States; or (B) any sale of Units unless, at the time the buy order was
        or will have been originated, the purchaser is (i) outside the United

<Page>

                                      - 4 -

        States or (ii) the Company, its affiliates, and any person acting on
        their behalf reasonably believe that the purchaser is outside the United
        States.

4.      Neither it nor any of its affiliates nor any person acting on its or
        their behalf, has made or will make any Directed Selling Efforts in the
        United States with respect to the Units, or has taken or will take any
        action that would cause the exemption afforded by Section 4(2) of the
        U.S. Securities Act or Regulation S to be unavailable for offers and
        sales of the Units pursuant to this Agreement.

5.      None of the Company, any of its affiliates or any person acting on its
        or their behalf have engaged or will engage in any form of General
        Solicitation or General Advertising with respect to offers or sales of
        the Units in the United States.

6.      Except with respect to the offer and sale of the Units offered hereby,
        the offer and sale of subscription receipts in October 2003 (and the
        subsequent issuance of the underlying common shares), and offers and
        sales of common shares of the Company pursuant to the Company's employee
        benefit plans, neither the Company nor any person acting on behalf of
        the Company has, within six months prior to the date hereof, sold,
        offered for sale or solicited any offer to buy any of the Company's
        securities of the same or similar class to that of the Units, the Common
        Shares, the Warrants or the Warrant Shares.

<Page>

                           APPENDIX I TO SCHEDULE "D"

                             U.S. PURCHASER'S LETTER

TO:        VALEURS MOBILIERES DESJARDINS INTERNATIONAL INC.

AND TO:    DRAXIS HEALTH INC.

RE:        PURCHASE OF UNITS OF DRAXIS HEALTH INC.

Ladies and Gentlemen:

        In connection with its agreement to purchase units ("Units") of Draxis
Health Inc. (the "Company"), the undersigned represents, warrants and covenants
to you as follows:

        (a)     it is authorized to consummate the purchase of the Units;

        (b)     it understands that the Units have not been and will not be
                registered under the UNITED STATES SECURITIES ACT OF 1933, as
                amended (the "U.S. Securities Act"), or any applicable state
                securities laws and that the offer and sale of Units to it is
                being made in reliance on a private placement exemption to
                Institutional Accredited Investors (as such term is defined on
                Annex A hereto);

        (c)     it has received a copy, for its information only, of the
                Canadian Final Short Form Prospectus, dated April [-] 2004,
                together with a U.S. placement memorandum, relating to the
                offering in the United States of the Units and it has had access
                to such additional information, if any, concerning the Company
                as it has considered necessary in connection with its investment
                decision to acquire the Units;

        (d)     it has such knowledge and experience in financial and business
                matters as to be capable of evaluating the merits and risks of
                its investment in the Units and is able to bear the economic
                risks of such investment;

        (e)     it is an Institutional Accredited Investor or, if the Units are
                to be purchased for one or more accounts ("investor accounts")
                for which it is acting as a fiduciary or agent, each such
                investor account is an Institutional Accredited Investor on a
                like basis. It is acquiring the Units for its own account or for
                one or more investor accounts for which it is acting as
                fiduciary or agent, in each case for investment, and not with a
                view to, or for offer or sale in connection with, any
                distribution thereof in violation of the U.S. Securities Act or
                applicable state securities laws;

        (f)     it is purchasing the Units having an aggregate purchase price of
                at least Cdn.$100,000 for its own account or for one or more
                accounts as to which it exercises sole investment discretion and
                each such account is purchasing Units having such an aggregate
                purchase price;

        (g)     it acknowledges that it has not purchased the Units as a result
                of any general solicitation or general advertising (as those
                terms are used in Regulation D under the U.S. Securities Act),
                including advertisements, articles, notices or other
                communications published in any newspaper, magazine or similar
                media or

<Page>

                                      - 2 -

                broadcast over radio or television, or any seminar or meeting
                whose attendees have been invited by general solicitation or
                general advertising;

        (h)     it agrees that if it decides to offer, sell or otherwise
                transfer any of the Units, it will not offer, sell or otherwise
                transfer any of such Units, directly or indirectly, unless:

                (i)     the sale is to the Company; OR

                (ii)    (A) the sale is to an Institutional Accredited Investor
                        and is of a number of Units having an aggregate market
                        value at the time of such sale of not less than
                        Cdn$100,000, (B) a purchaser's letter containing
                        representations, warranties and agreements substantially
                        similar to those contained in this purchaser's letter
                        (except that such purchaser's letter need not contain
                        the representation set forth in paragraph (c) above),
                        and satisfactory to the U.S. Underwriter and the
                        Company, is executed by the purchaser and delivered to
                        the U.S. Underwriter and the Company prior to the sale
                        and (C) all offers or solicitations in connection with
                        the sale are arranged and conducted solely by the U.S.
                        Underwriter or the Company; OR

                (iii)   the sale is made outside the United States in compliance
                        with the requirements of Rule 904 of Regulation S under
                        the U.S. Securities Act and in compliance with
                        applicable local laws and regulations; OR

                (iv)    the sale is made pursuant to an exemption from
                        registration under the U.S. Securities Act provided by
                        Rule 144 thereunder, if available; OR

                (v)     the Units are sold in a transaction that does not
                        require registration under the U.S. Securities Act or
                        any applicable United States state laws and regulations
                        governing the offer and sale of securities, and we have
                        therefore furnished to the U.S. Underwriter and the
                        Company an opinion of counsel of recognized standing
                        reasonably satisfactory to the U.S. Underwriter and the
                        Company.

        (i)     it understands and acknowledges that upon the original issuance
                thereof, and until such time as the same is no longer required
                under applicable requirements of the U.S. Securities Act or
                applicable state securities laws, all certificates representing
                the Units and all certificates issued in exchange therefor or in
                substitution thereof, shall bear the following legend:

                        "THE SECURITIES REPRESENTED HEREBY [FOR WARRANTS INCLUDE
                        "AND THE SECURITIES ISSUED UPON EXERCISE OF THE
                        WARRANTS"] HAVE NOT BEEN REGISTERED UNDER THE UNITED
                        STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S.
                        SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE
                        HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR
                        THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY
                        BE

<Page>

                                      - 3 -

                        OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
                        CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
                        WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES
                        ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
                        UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144
                        THEREUNDER, IF APPLICABLE, OR (D) IN COMPLIANCE WITH
                        CERTAIN OTHER PROCEDURES SATISFACTORY TO THE
                        CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT
                        CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS
                        ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE, BEARING
                        NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD
                        DELIVERY", MAY BE OBTAINED FROM COMPUTERSHARE TRUST
                        COMPANY OF CANADA, AS REGISTRAR AND TRANSFER AGENT OF
                        THE CORPORATION, UPON DELIVERY OF THIS CERTIFICATE AND A
                        DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO
                        COMPUTERSHARE TRUST COMPANY OF CANADA AND THE
                        CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE
                        IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
                        U.S. SECURITIES ACT.";

                provided, that if any Units are being sold under paragraph
                (h)(iii) above, and applicable Canadian laws and regulations,
                any such legend may be removed (or in the case of the warrants,
                replaced with another legend as set forth in the warrant
                indenture governing the warrants) by providing a declaration to
                Computershare Trust Company of Canada, as registrar and transfer
                agent (or warrant agent, in the case of the warrants), to the
                effect set forth in Annex B hereto (or as the Company may
                prescribe from time to time); and provided, further, that, if
                any Units are being sold under paragraph (h)(iv) above, the
                legend may be removed by delivery to Computershare Trust Company
                of Canada of an opinion of counsel, of recognized standing
                reasonably satisfactory to the Company, to the effect that such
                legend is no longer required under applicable requirements of
                the U.S. Securities Act or state securities laws;

        (j)     it consents to the Company making a notation on its records or
                giving instructions to any transfer agent, registrar or warrant
                agent of the Units in order to implement the restrictions on
                transfer set forth and described herein; and

        (k)     if required by applicable securities legislation, regulatory
                policy or order or by any securities commission, stock exchange
                or other regulatory authority, it will execute, deliver and file
                and otherwise assist the Company in filing reports,
                questionnaires, undertakings and other documents with respect to
                the issue of the Units.

        The undersigned acknowledges that the representations and warranties and
agreements contained herein are made by it with the intent that they may be
relied upon by you in

<Page>

                                      - 4 -

determining its eligibility (or, if applicable, the eligibility of others on
whose behalf we are contracting hereunder) to purchase the Units. By this letter
the undersigned represents and warrants that the foregoing representations and
warranties are true as at the closing time with the same force and effect as if
they had been made by it at the closing time and that they shall survive the
purchase by it of the Units and shall continue in full force and effect
notwithstanding any subsequent disposition by the undersigned of the Units or
the underlying securities.

You are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

<Page>

                                      - 5 -

The undersigned, purchaser agrees to be bound by the terms and conditions set
forth in this U.S. Purchaser's Letter including without limitation the
representations, warranties and covenants contained herein. The purchaser
further agrees, without limitation, that the Company and the underwriters may
rely upon the purchaser's representations, warranties and covenants contained in
this U.S. Purchaser's Letter.

<Table>
<S>                                                                             <C>
                PLEASE PRINT ALL INFORMATION (OTHER THAN SIGNATURES), AS APPLICABLE, IN THE SPACE PROVIDED BELOW

____________________________________________________________________________    Number of Units:                    X CDN$6.55
(Name of Purchaser)                                                                             ---------------------------------

                                                                                                            =

Account Reference (if applicable): _________________________________________
                                                                                Aggregate Subscription Price: ___________________
By:
   -------------------------------------------------------------------------
    Authorized Signature

____________________________________________________________________________    IF THE PURCHASER IS SIGNING AS AGENT FOR A
(Official Capacity or Title - if the Purchaser is not an individual)            PRINCIPAL (BENEFICIAL PURCHASER) AND IS NOT
                                                                                PURCHASING AS TRUSTEE OR AGENT FOR ACCOUNTS FULLY
                                                                                MANAGED BY IT, COMPLETE THE FOLLOWING:

____________________________________________________________________________    _________________________________________________
(Name of individual whose signature appears above if different than the name    (Name of Principal)
of the Purchaser printed above.)

____________________________________________________________________________    _________________________________________________
(Purchaser's Address, including State)                                          (Principal's Address)

____________________________________________________________________________    _________________________________________________

____________________________________________________________________________
(Telephone Number)                                         (Email Address)


REGISTER THE COMMON SHARES AND WARRANTS COMPRISING THE UNITS EXACTLY AS SET     DELIVER THE COMMON SHARES AND WARRANTS COMPRISING
FORTH BELOW:                                                                    THE UNITS AS SET FORTH BELOW:

____________________________________________________________________________    _________________________________________________
(Name)                                                                          (Name)

                                                                                _________________________________________________
____________________________________________________________________________    (Account Reference, if applicable)
(Account Reference, if applicable)
                                                                                _________________________________________________
                                                                                (Address)

____________________________________________________________________________    _________________________________________________
(Address, including Zip Code)                                                   (Contact Name)                 (Telephone Number)
</Table>

<Page>

                                      - 6 -

                                     ANNEX A

                 DEFINITION OF INSTITUTIONAL ACCREDITED INVESTOR

Institutional "Accredited Investor" means any entity which comes within any of
the following categories:

(1)  Any bank as defined in Section 3(a)(2) of the U.S. Securities Act or any
savings and loan association or other institution as defined in Section
3(a)(5)(A) of the U.S. Securities Act whether acting in its individual or
fiduciary capacity; any broker dealer registered pursuant to Section 15 of the
Securities Exchanges Act of 1934; any insurance company as defined in Section
2(13) of the U.S. Securities Act; any investment company registered under the
Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that Act; any Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958; any plan established and maintained by a state,
its political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has total
assets in excess of US$5,000,000; any employee benefit plan within the meaning
of the Employee Retirement Income Security Act of 1974, if the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of such Act,
which is either a bank, savings and loan association, insurance company, or
registered investment adviser, or if the employee benefit plan has total assets
in excess of US$5,000,000, or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors;

(2)  Any private business development company as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940;

(3)  Any organization described in Section 501(c)(3) of the Internal Revenue
Code, corporation, Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered, with total
assets in excess of US$5,000,000;

(3)  Any trust with total assets in excess of US$5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is directed
by a sophisticated person as described in Rule 506(b)(2)(ii).

<Page>

                                     ANNEX B

                                 TO SCHEDULE "D"

                    FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO: Computershare Trust Company of Canada as registrar and transfer agent for
    Common Shares and warrant agent for Warrants of Draxis Health Inc.

The undersigned

(a)     acknowledges that the sale of the securities of Draxis Health Inc. (the
        "Company") to which this declaration relates is being made in reliance
        on Rule 904 of Regulation S under the UNITED STATES SECURITIES ACT OF
        1933, as amended (the "U.S. Securities Act") and

(b)     certifies that (1) the undersigned is not an "affiliate" of the Company
        (as that term is defined in Rule 405 under the U.S. Securities Act), (2)
        the offer of such securities was not made to a person in the United
        States and either (A) at the time the buy order was originated, the
        buyer was outside the United States, or the seller and any person acting
        on its behalf reasonably believed that the buyer was outside the United
        States, or (B) the transaction was executed in, on or through the
        facilities of a "Designated Offshore Securities Market" as defined in
        Rule 902 of Regulation S under the U.S. Securities Act and neither the
        seller nor any person acting on its behalf knows that the transaction
        has been prearranged with a buyer in the United States, (3) neither the
        seller nor any affiliate of the seller nor any person acting on any of
        their behalf has engaged or will engage in any directed selling efforts
        in the United States in connection with the offer and sale of such
        securities, (4) the sale is bona fide and not for the purpose of
        "washing off" the resale restrictions imposed because the securities are
        "restricted securities" (as such term is defined in Rule 144(a)(3) under
        the U.S. Securities Act), and (5) the contemplated sale is not a
        transaction, or part of a series of transactions which, although in
        technical compliance with Regulation S, is part of a plan or scheme to
        evade the registration provisions of the U.S. Securities Act. Terms used
        herein have the meanings given to them by Regulation S.

Dated:
      ---------------------------

                         ----------------------------------------
                         Name of Seller

                         By:
                                ---------------------------------

                         Name:

                               ----------------------------------
                         Title:

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

<Page>

                                   APPENDIX II

                                 TO SCHEDULE "D"

                            UNDERWRITERS' CERTIFICATE

In connection with the private placement in the United States of units (the
"Units") of Draxis Health Inc. (the "Company") pursuant to an underwriting
agreement (the "Underwriting Agreement") dated April 2, 2004 among the Company
and the underwriters named therein (the "Underwriters"), the undersigned does
hereby certify as follows:

(i)     the U.S. broker-dealer affiliate of the undersigned Underwriter who
        offered or sold Units in the United States or to U.S. Persons (as such
        term is defined in Regulation S under the U.S. Securities Act of 1933,
        as amended (the "U.S. Securities Act"), has executed this certificate
        and is a duly registered broker or dealer with the United States
        Securities and Exchange Commission and is a member of and is in good
        standing with the National Association of Securities Dealers, Inc. on
        the date hereof;

(ii)    all offers and sales of the Units in the United States were made to a
        maximum of 50 Institutional "Accredited Investors" (as defined below) by
        all Underwriters and their U.S. broker-dealer affiliates;

(iii)   all offers and sales of the Units in the United States have been
        effected in accordance with applicable U.S. broker-dealer requirements;

(iv)    each offeree was provided with a copy of the U.S. Placement Memorandum,
        including the Final Prospectus relating to the offering of the Units in
        the United States;

(v)     immediately prior to transmitting the U.S. Placement Memorandum to such
        offerees, we had reasonable grounds to believe and did believe that each
        offeree was an institutional "accredited investor" as defined in Rule
        501(a)(1),(2),(3) or (7) of Regulation D (an Institutional "Accredited
        Investor") under the U.S. Securities Act, and, on the date hereof, we
        continue to believe that each U.S. purchaser purchasing Units from us is
        an Institutional Accredited Investor;

(vi)    no form of general solicitation or general advertising (as those terms
        are used in Regulation D under the U.S. Securities Act) was used by us,
        including advertisements, articles, notices or other communications
        published in any newspaper, magazine or similar media or broadcast over
        radio or television, or any seminar or meeting whose attendees had been
        invited by general solicitation or general advertising, in connection
        with the offer or sale of the Units in the United States or to U.S.
        persons;

(vii)   the offering of the Units in the United States has been conducted by us
        through our U.S. broker-dealer affiliates in accordance with the terms
        of the Underwriting Agreement; and

(viii)  prior to any sale of Units in the United States or to U.S. Persons we
        caused each U.S. purchaser to execute a U.S. Purchaser's Letter in the
        form of Appendix I to Schedule "D" to the Underwriting Agreement.

<Page>

                                      - 2 -

Terms used in this certificate have the meanings given to them in the
Underwriting Agreement unless otherwise defined herein.

Dated this __ day of __________, 2004.

[CANADIAN UNDERWRITER]                          [U.S. BROKER-DEALER AFFILIATE OF
                                                CANADIAN UNDERWRITER]

By:                                             By:
   --------------------------------------       ----------------------------

Name:                                           Name:
     ---------------------------------------         ------------------------

Title:                                          Title:
      --------------------------------------          -----------------------

<Page>

                                      - 3 -

                                  SCHEDULE "E"

                       OUTSTANDING CONVERTIBLE SECURITIES

THIS IS SCHEDULE "E" TO THE UNDERWRITING AGREEMENT DATED AS OF APRIL 2, 2004
BETWEEN DRAXIS HEALTH INC. AND DESJARDINS SECURITIES INC. AND CIBC WORLD MARKETS
INC.

                  CONVERTIBLE SECURITIES OF DRAXIS HEALTH INC.

(1)  Shareholders Rights Plan dated April 23, 2002

(2)  2,752,877 options outstanding pursuant to the Company's stock option plan,
with such options having an exercise price ranging from $1.63 to $5.41 and
having expiry dates ranging from May 20, 2004 to August 12, 2013.