<Page>

                                                                    EXHIBIT 4.8

                            SUBSCRIPTION AGREEMENT

THIS AGREEMENT is made in the City of Montreal, Province of Quebec, as of
March 28, 2002;

AMONG:          SGF SANTE INC., a company duly incorporated pursuant to the
                laws of Quebec, having its head office at 600 de La Gauchetiere
                Street West, Suite 1700, Montreal, Quebec, H3B 4L8, acting and
                represented herein by Gerald Andre, its vice-president, and by
                Michel Sainte-Marie, its assistant secretary, duly authorized
                as they so declare;

                (hereinafter referred to as "SGF Sante")

AND:            DRAXIS HEALTH INC., a corporation duly incorporated under the
                laws of Canada, having its head office at 6870 Goreway Drive,
                Mississauga, Ontario, L4V 1P1, acting and represented herein
                by Jim Garner, its Senior Vice President, Finance and Chief
                Financial Officer, duly authorized as he so declares;

                (hereinafter referred to as "Draxis Health")

AND:            DRAXIS PHARMA INC., a corporation duly incorporated under the
                laws of Canada, having its head office at 1170 Peel Street,
                5th Floor, Montreal, Quebec, H3B 4S8, acting and represented
                herein by Douglas Parker, its secretary, duly authorized as he
                so declares;

                (hereinafter referred to as the "Corporation")

WHEREAS, subject to the terms hereof, each of SGF Sante and Draxis Health
wishes to subscribe for, respectively, 279,930 and 577,402 Common Shares in the
capital of the Corporation, representing, respectively, 1.36% and 2.80% of the
outstanding Common Shares of the Corporation on a non-diluted basis after such
subscription and after the subscription by Mohammed Barkat pursuant to the
Equity Participation Plan referred to hereinafter;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants,
agreements, warranties and payments herein set out and provided for, the hereto
hereby respectively, covenant and agree as follows:

                                        -1-
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                                   ARTICLE 1

                         DEFINITIONS AND INTERPRETATION

1.1     DEFINITIONS.  In addition to the terms defined elsewhere in this
        Agreement, where used in this Agreement, unless there is something in
        the context or the subject matter inconsistent therewith, the following
        terms shall have the following meanings respectively:

        "Additional Subscription" has the meaning set forth in section 2.2

        "Agreement" means this subscription agreement including all attached
        Schedules, as the same may be supplemented, amended, restated or
        replaced from time to time;

        "Applicable Law" means any domestic or foreign statute, law, ordinance,
        regulation, by-law (zoning or otherwise), or order that applies to the
        Corporation;

        "Articles" means the documents of incorporation of a corporation, as
        amended from time to time or the equivalent in any applicable
        jurisdiction or with respect to any other entity;

        "Assets" means all of the assets and properties, moveable and
        immoveable, tangible and intangible of a Person;

        "Business" means the business carried on by the Corporation which
        consists, inter alia, of contract manufacturing of pharmaceutical
        products;

        "Business Day" means a day other than a Saturday or Sunday, on which
        Canadian chartered banks are open for the transaction of domestic
        business in the City of Montreal, Province of Quebec;

        "By-laws" has the meaning set forth in subsection 3.1.3;

        "Capital Plan" means the capital plan of the Corporation providing for
        the addition of a second lyophilizer and ancillary equipment,
        debottlenecking of production lines, upgrading of warehouse and
        technical services, the whole as set out in Schedule 1.1(a) attached
        hereto as it may be amended from time to time in accordance with the
        Shareholders' Agreement;

        "Claims" has the meaning set forth in section 7.2;

        "Closing" means the completion of the subscription by SGF Sante and
        Draxis Health for the portion of the Subscribed Shares provided for in
        section 2.1 and the completion of all other transactions contemplated
        by this Agreement which are to occur contemporaneously with the
        subscription for the Subscribed Shares;

        "Closing Date" has the meaning set forth in section 6.1;

        "Closing Document" means any document delivered at or subsequent to the
        Closing Date as provided in or pursuant to this Agreement;

                                        -2-
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        "Common Shares" means the common shares of the share capital of the
        Corporation;

        "Convertible Security" means a security of a body corporate, including
        a debt obligation, which is convertible into, exchangeable for or which
        carries a right or obligation to purchase, one or more shares, voting
        securities or participating securities of such body corporate,
        including for greater certainty, options and warrants;

        "Corporation" has the meaning ascribed thereto in the preamble;

        "Corporation Indemnified Persons" has the meaning set forth in section
        7.3;

        "DHI Subscribed Shares" means the 577,402 Common Shares hereby
        subscribed by Draxis Health which are issued at the Closing and,
        provided the Second Closing is not cancelled as a result of the
        application of section 2.3 of this Agreement, the 2,244,957 Common
        Shares which Draxis Health hereby agrees to subscribe for at the Second
        Closing;

        "Dispute" has the meaning set forth in section 8.2;

        "Draxis Health Indemnified Persons" has the meaning set forth in
        section 7.3;

        "Encumbrance" means any security interest, mortgage, lien, hypothec,
        pledge, servitude, assignment, charge, call, commitment, right of first
        refusal, prior claim, demand, restriction, deemed trust, voting trust
        or pooling agreement with respect to securities, an adverse claim or
        any other right or option affecting any Assets or shares;

        "Equity Participation Plan" means the equity participation plan adopted
        by the Corporation, a copy of which is attached to the Initial
        Subscription Agreement as Schedule 1.1(c);

        "GAAP" means generally accepted accounting principles from time to time
        approved by the Canadian Institute of Chartered Accountants, or any
        successor institute, applicable as at the date on which any calculation
        or determination is required to be made in accordance with generally
        accepted accounting principles, and where the Canadian Institute of
        Chartered Accountants includes a recommendation in its Handbook
        concerning the treatment of any accounting matter, such recommendation
        shall be regarded as the only generally accepted accounting principle
        applicable to the circumstances that it covers;

        "Governmental Authority" means any domestic or foreign government
        whether federal, provincial, state or municipal and any governmental
        agency, governmental authority, governmental tribunal, governmental
        body or governmental commission of any kind whatever;

        "including" means "including without limitation" and the term
        "including" shall not be construed to limit any general statement which
        it follows to the specific or similar items or matters immediately
        following it;

                                        -3-
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        "Indebtedness" of any Person means all obligations of such Person (i)
        for borrowed money (including any negative cash balance or intercompany
        advance), (ii) evidenced by notes, bonds, debentures or similar
        instruments, (iii) for which interest charges are customarily paid,
        (iv) under conditional sale or other title retention agreements
        relating to property or assets purchased by such Person, (v) issued or
        assumed as the deferred purchase price of property or services (other
        than trade accounts payable and accrued obligations incurred in the
        ordinary course of business), (vi) under capital leases, (vii) in
        respect of interest rate protection agreements, foreign currency
        exchange agreements or other interest or exchange rate hedging
        arrangements, (viii) as an account party in respect of letters of
        credit and bankers' acceptances, (ix) with respect to Indebtedness of
        others, secured by (or for which the holder of such Indebtedness has an
        existing right, contingent or otherwise, to be secured by) any
        Encumbrance on property owned or acquired by such Person, or (x) in the
        nature of guarantees of Indebtedness of others;

        "Indemnitee" has the meaning set forth in subsection 7.5.1;

        "Indemnitor" has the meaning set forth in subsection 7.5.1;

        "Initial Subscription Agreement" means the subscription agreement dated
        February 18, 2000 by and between SGF Sante and the Corporation;

        "knowledge", "to the best of the knowledge" and similar expressions
        mean, with respect to any particular fact or other matter, in the case
        of an individual:

        (a)   that such individual is actually aware of such fact or other
              matter, or

        (b)   that a prudent individual could be expected to discover or
              otherwise become aware of such fact or other matter in the
              course of conducting a reasonably comprehensive investigation
              concerning the existence of such fact or other matter;

        and, in the case of a Person other than an individual, that any
        individual who is serving as an officer or director of such Person (or
        in any similar capacity) has, or at any time had, or would be
        considered to have knowledge of such fact or other matter in accordance
        with the above;

        "Management Shareholder" means Mohammed Barkat;

        "Management Subscription" means the subscription letter for shares of
        the Corporation executed by the Management Shareholder on the Closing
        Date;

        "Merck Frosst Agreement" means the agreement entered into as of June
        12, 1998 among Merck Frosst Canada Inc., the Corporation, Draxis Health
        and Draximage Inc.;

        "Notice to Arbitrate" has the meaning set forth in section 8.2;

        "Person" shall be broadly interpreted and includes an individual, body
        corporate, partnership, joint venture, trust, association,
        unincorporated organization, the Crown, any Governmental Authority or
        any other entity recognized by law;

                                        -4-
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        "Rights" means any options, rights, warrants or subscription privileges
        issued or granted by any Person (whether or not currently exercisable
        or exercisable on conditions) to purchase securities or shares or other
        interests of such Person;

        "Second Closing" has the meaning set forth in section 2.2

        "SGF Sante Indemnified Persons" has the meaning set forth in section
        7.2;

        "SGF Share of the Underlying Loss" has the meaning set forth in section
        7.7;

        "Shareholders' Agreement" means the amended and restated unanimous
        shareholders' agreement entered into on the Closing Date among Draxis
        Health, SGF Sante, the Corporation, Dwight Gorham, Mohammed Barkat and
        Michel Sauvageau;

        "SGF Subscribed Shares" means the 279,930 Common Shares hereby
        subscribed by SGF Sante which are issued at the Closing and, provided
        the Second Closing is not cancelled as a result of the application of
        section 2.3 of this Agreement, the 1,088,376 Common Shares which SGF
        Sante hereby agrees to subscribe for at the Second Closing;

        "Shareholders' Subordinated Debt" means the secured convertible loan
        agreement entered into as of the date hereof by and between Draxis
        Health and SGF Sante as lenders and the Corporation as borrower for the
        aggregate capital amount of $9,139,335;

        "Subscribed Shares" means the SGF Subscribed Shares and the DHI
        Subscribed Shares, collectively;

        "Subscription Price" means the aggregate subscription price payable for
        all the Subscribed Shares, being $1,286,000 at the Closing and,
        provided the Second Closing is not cancelled as a result of the
        application of section 2.3 of this Agreement, $5,000,000 at the Second
        Closing;

        "Subsidiary" means, with respect to any Person, any other Person of
        which more than 50% of the outstanding shares having ordinary voting
        power of such other Person (irrespective of whether or not at the time
        shares of any other class or classes of such other Person shall have or
        might have voting power by reason of the happening of any contingency)
        is at the time directly or indirectly owned by the first mentioned
        Person, or by one or more of its subsidiaries;

        "Third-Party Claim" has the meaning set forth in subsection 7.5.1;

        "Underlying Loss" has the meaning set forth in section 7.7.

1.2     GAAP.  All accounting and financial terms used herein, unless
        specifically provided to the contrary, shall be interpreted and applied
        in accordance with GAAP consistently applied.

                                        -5-
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1.3     INTERPRETATION NOT AFFECTED BY HEADINGS.  The division of this
        Agreement into articles and the insertion of headings are for
        convenience and reference only and shall not affect the construction or
        interpretation of this Agreement.

1.4     EXTENDED MEANINGS.  Words importing the singular number include the
        plural and vice versa and words importing the masculine gender include
        the feminine and neuter genders.

1.5     ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
        between the parties pertaining to the subject matter hereof and
        supersedes all prior agreements, negotiations, discussions and
        understandings, written or oral, between the parties and, in
        particular, the term sheet dated January 30, 2002 signed by Draxis
        Health on January 30, 2002 and by SGF Sante and the Corporation on
        January 31, 2002. Notwithstanding the foregoing, this Agreement does
        not supersede the Initial Subscription Agreement which remains in full
        force and effect in accordance with its terms.

1.6     AMENDMENT.  This Agreement may be amended, modified or supplemented
        only by a written agreement signed by each party.

1.7     WAIVER OF RIGHTS.  Any waiver of, or consent to depart from, the
        requirements of any provision of this Agreement shall be effective only
        if it is in writing and signed by the party giving it, and only in the
        specific instance and for the specific purpose for which it has been
        given. No failure on the part of any party to exercise, and no delay in
        exercising, any right under this Agreement shall operate as a waiver of
        such right. No single or partial exercise of any such right shall
        preclude any other or further exercise of such right or the exercise of
        any other right.

1.8     SCHEDULES.  The following Schedules form part of this Agreement:
<Table>
<Caption>
        Schedule        Description of Schedule
        --------        -----------------------
<S>                     <C>
        1.1 (a)         Capital Plan
        3.1.2           Authorized and Issued Capital of the Corporation
        3.1.4           Consents and Approvals
</Table>

1.9     APPLICABLE LAW.  This Agreement shall be deemed to have been made in
        the Province of Quebec and shall be interpreted in accordance with and
        governed by the laws of Quebec and the laws of Canada applicable
        therein.

1.10    FUNDS.  All dollar amounts referred to in this Agreement are in lawful
        money of Canada.

1.11    BUSINESS DAY.  In the event that any action to be taken hereunder falls
        on a day which is not a Business Day, then such action shall be taken
        on the next succeeding Business Day.

1.12    THIRD PARTY BENEFICIARIES.  Nothing in this Agreement or in any Closing
        Document is intended expressly or by implication to, or shall, confer
        upon any Person other than the parties, any Rights or remedies of any
        kind.

                                        -6-
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                                   ARTICLE 2

             SUBSCRIPTION, ALLOTMENT AND ISSUE OF SUBSCRIBED SHARES
                           AND ADDITIONAL COMMITMENTS


2.1     SUBSCRIPTION.  Subject to the terms and conditions hereof:

        2.1.1   SGF Sante hereby subscribes for and agrees to purchase and take
                up, and the Corporation hereby agrees to allot and issue from
                treasury to SGF Sante, as at the Closing Date, an aggregate of
                279,930 Common Shares for a subscription price of $1.50 per
                Share, and

        2.1.2   Draxis Health hereby subscribes for and agrees to purchase and
                take up and the Corporation hereby agrees to allot and issue
                from treasury to Draxis Health, as at the Closing Date, an
                aggregate of 577,402 Common Shares for a subscription price of
                $1.50 per Share,

        the whole representing an aggregate subscription price of $1,286,000.
        The above-mentioned Subscribed Shares shall represent, after the
        Closing and the Management Subscription, 4.16% of the outstanding
        Common Shares of the Corporation on a non-diluted basis.

2.2     ADDITIONAL SUBSCRIPTION.  Subject to section 2.3, on the date (the
        "Second Closing") that is the earlier of (i) May 31, 2002 and (ii) the
        date on which an aggregate of $5,000,000 of payments becomes due by the
        Corporation with respect to capital expenditures contracted for after
        January 1, 2002 pursuant to the Capital Plan, Draxis Health and SGF
        Sante hereby agree to subscribe for and to purchase and take up, and
        the Corporation hereby agrees to allot and issue from treasury to
        Draxis Health and SGF Sante, the Common Shares set out below (the
        "Additional Subscription") for a subscription price of $1.50 per share:
<Table>
<Caption>
                                    Number and                     Aggregate
                Subscriber        Class of Shares             Subscription Price
                ----------        ---------------             ------------------
<S>                               <C>                         <C>
                Draxis Health     2,244,957 Common Shares        $   3,367,436
                SGF Sante         1,088,376 Common Shares        $   1,632,564
</Table>

        The Common Shares issued pursuant to such Additional Subscription shall
        represent, after the Second Closing and the Management Subscription,
        13.92% of the outstanding Common Shares of the Corporation on a
        non-diluted basis.

2.3     CONDITION PRECEDENT.  In the event that there is, before the Second
        Closing, a refinancing by the Corporation of its senior debt which
        ranks prior to the Shareholders' Subordinated Debt on terms and
        conditions satisfactory to Draxis Health and SGF Sante, the parties
        hereby agree to negotiate in good faith with respect to a reduction in
        the amount of the Additional Subscription.  The total of the new
        financing and Additional Subscription, as reduced, must be sufficient
        to enable the Corporation to implement the Capital Plan.


                                        -7-
<Page>

        Failing agreement between Draxis Health and SGF Sante on any such
        reduction, the obligation to make the full Additional Subscription
        shall remain in full force and effect.

2.4     SUBSCRIPTION PRICE.  The Subscription Price of the Subscribed Shares
        shall be payable by wire transfer, cheque or banker's draft to the
        order of the Corporation at the Closing Date, or, as the case may be,
        the Second Closing with respect to the Additional Subscription, against
        delivery by the Corporation of:

        2.4.1   certificates representing the SGF Subscribed Shares, duly
                registered in the name of SGF Sante, and

        2.4.2   certificates representing the DHI Subscribed Shares, duly
                registered in the name of Draxis Health.

        The Subscribed Shares shall be duly allotted and issued as fully paid
        and non-assessable.

2.5     USE OF PROCEEDS.  The Corporation hereby agrees to use the Subscription
        Price as well as the proceeds from the subscription by the Management
        Shareholder to implement the Capital Plan in accordance therewith.

                                   ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES
                           REGARDING THE CORPORATION

3.1     REPRESENTATIONS AND WARRANTIES REGARDING THE CORPORATION. Each of the
        Corporation and Draxis Health, solidarily, represents and warrants to
        SGF Sante as follows and acknowledges that SGF Sante is relying upon
        such representations and warranties in entering into this Agreement and
        in agreeing to pay its share of the Subscription Price for the
        Subscribed Shares and the Corporation represents and warrants to Draxis
        Health as follows and acknowledges that Draxis Health is relying upon
        such representations and warranties in entering into this Agreement and
        in agreeing to pay its share of the Subscription Price for the
        Subscribed Shares.

        3.1.1   Corporate Matters

                (a) The Corporation (i) is a corporation duly incorporated,
                    organized and validly existing and in good standing under
                    the laws of its jurisdiction of incorporation; (ii) is
                    licensed, authorized and qualified to carry on business in
                    all jurisdictions where, by virtue of the nature of its
                    Business or the vocation or character of its Assets, such
                    licensing, authorization or qualification is necessary; and
                    (iii) the only jurisdiction in which the Corporation has a
                    permanent establishment or owns Assets is the province of
                    Quebec.

                (b) The Corporation, to the extent necessary, has all necessary
                    power and authority, and has taken all actions required (i)
                    to execute, deliver and perform this Agreement and (ii) to
                    issue, sell and deliver the

                                        -8-
<Page>

                    Subscribed Shares and to register them in the names of SGF
                    Sante and Draxis Health. This Agreement, the Shareholders'
                    Agreement and all other documents and instruments executed
                    by the Corporation pursuant hereto when delivered, are and
                    will be duly authorized, valid and binding obligations of
                    the Corporation, enforceable against the Corporation in
                    accordance with their respective terms, subject to laws of
                    general application relating to bankruptcy, insolvency and
                    the relief of debtors, equitable principles limiting rights
                    to specific performance or other equitable remedies.  Upon
                    the issue, sale, delivery and registration of the
                    Subscribed Shares in the names of SGF Sante and Draxis
                    Health in accordance with the terms hereof, the Subscribed
                    Shares will be validly issued and fully paid and
                    non-assessable, and will be free and clear of all
                    Encumbrances and Rights, subject only to restrictions on
                    transfer in the Articles of the Corporation and under the
                    Shareholders' Agreement.

                (c) The Corporation has the corporate power, authority and
                    capacity to own its Assets and to carry on its Business in
                    the manner and to the extent currently carried on in all
                    jurisdictions in which it presently carries on business and
                    to perform its obligations hereunder and consummate the
                    transactions contemplated hereby.

                (d) The Corporation is in compliance with the terms and
                    provisions of its Articles and By-laws, each as amended and
                    in effect on the Closing Date.

        3.1.2   Authorized and Issued Capital of the Corporation

                The authorized and issued share capital of the Corporation is
                as described in Schedule 3.1.2 and is held by the Persons set
                out therein.  Upon the subscription by SGF Sante and Draxis
                Health pursuant to this Agreement and the subscription by the
                Management Shareholders as stated in the Management
                Subscription, the issued share capital of the Corporation will
                be as set forth in Schedule 3.1.2 hereto and held by the
                Persons set out therein in the percentages indicated opposite
                their names.  Except as described in Schedule 3.1.2 or as
                otherwise contemplated by this Agreement, the Shareholders'
                Agreement or any Schedules attached to this Agreement or the
                Shareholders' Agreement, the Merck Frosst Agreement or the
                Equity Participation Plan: (a) there are no Rights to purchase
                shares of the share capital of the Corporation, or Convertible
                Security, authorized, issued or outstanding, and the
                Corporation is not obligated in any manner to issue any shares
                of its share capital or Convertible Securities or any Right to
                acquire shares of its share capital, or to distribute to
                holders of any of its share capital any evidence of
                Indebtedness or Assets; (b) no Person has any preemptive right,
                right of first refusal or similar Right to acquire additional
                shares of share capital in connection with the sale and
                purchase of the Subscribed Shares pursuant to this Agreement or
                otherwise; (c) there are no restrictions on the transfer of the
                shares of share

                                        -9-
<Page>

                capital of the Corporation other than as set forth in its
                Articles; (d) no Person has any right to cause the Corporation
                to effect the registration under the relevant securities laws
                of any shares of share capital or any other securities
                (including debt securities) of the Corporation; (e) the
                Corporation has no obligation to purchase, redeem or otherwise
                acquire any of its equity securities or any interests therein,
                or to pay any dividend or make any other distribution in
                respect thereof other than pursuant to its Articles; and (f)
                there are no voting trusts, shareholders' agreements, or
                proxies relating to any securities of the Corporation.

        3.1.3   No Violation

                The execution, delivery and performance of this Agreement, the
                Shareholders' Agreement and any documents or instruments
                delivered, executed and performed in connection herewith or
                therewith, the consummation of the transactions contemplated
                hereby or thereby (including the issuance, sale and delivery of
                the Subscribed Shares) and compliance with the provisions
                hereof and thereof (a) will not violate to the best of the
                knowledge of the Corporation and of Draxis Health any provision
                of any Applicable Law, (b) violate any provision of the
                Corporation's Articles, By-laws, as amended (the "By-laws") or
                directors' or shareholders' resolutions, (c) violate or
                constitute a default under, or cause or permit the acceleration
                of the maturity of, any debt, obligation or contract,
                commitment or other agreement, written or oral, to which the
                Corporation is bound, (d) result in the creation or imposition
                of any Encumbrance except in accordance with the Shareholders'
                Subordinated Debt and the financing offer from Investissement
                Quebec dated January 23, 2002 (i) on the Subscribed Shares,
                (ii) the Corporation, (iii) any of its Assets or (iv) under any
                agreement or commitment to which the Corporation is a party or
                by which the Corporation or any of its Assets may be bound, or
                conflict with, result in the breach of or constitute (with due
                notice or lapse of time or both) a default under any such
                agreement or commitment or (e) violate any judgment, decree,
                order, regulation, or rule of any Governmental Authority
                applicable to the Corporation or any of its Assets.

        3.1.4   Consents, Approvals

                Except as disclosed in Schedule 3.1.4, no consent, approval,
                permit or authorization of, or declaration, filing,
                qualification, designation or registration with, any third
                party or Governmental Authority is required in connection with
                the execution, delivery and performance of this Agreement, the
                Shareholders' Agreement and any documents or instructions
                delivered, executed and performed in connection herewith or
                therewith, by the Corporation and the consummation of the
                transactions contemplated hereby or thereby (including the
                subscription, issuance and delivery of the Subscribed Shares).

                                        -10-
<Page>

                                    ARTICLE 4

                   REPRESENTATIONS AND WARRANTIES OF SGF SANTE
                                AND DRAXIS HEALTH

4.1     REPRESENTATIONS AND WARRANTIES. Each of SGF Sante and Draxis Health
        represents and warrants, individually and only in respect of itself, to
        the Corporation as follows and acknowledges that the Corporation is
        relying upon such representations and warranties in entering into this
        Agreement.

        4.1.1   Corporate Matters

                (a) It (i) is a corporation duly incorporated, organized and
                    validly existing and in good standing under the laws of its
                    jurisdiction of incorporation; and (ii) has full corporate
                    power and authority to own and hold its Assets and to carry
                    on its business as presently conducted.

                (b) To the extent necessary, it has all necessary power and
                    authority, and has taken all actions required (i) to
                    execute, deliver and perform this Agreement, the
                    Shareholders' Agreement and all agreements executed
                    pursuant thereto.  This Agreement, the Shareholders'
                    Agreement and all other documents and instruments executed
                    by it pursuant hereto when delivered, are and will be duly
                    authorized, valid and binding obligations enforceable
                    against it in accordance with their respective terms,
                    subject to laws of general application relating to
                    bankruptcy, insolvency and the relief of debtors, equitable
                    principles limiting rights to specific performance or other
                    equitable remedies.

                (c) It has the corporate power, authority and capacity to own
                    its Assets and to carry on its business in the manner and
                    to the extent currently carried on in all jurisdictions in
                    which it presently carries on business and to perform its
                    obligations hereunder and consummate the transactions
                    contemplated hereby.

                (d) It is in compliance with the terms and provisions of its
                    Articles and by-laws, each as amended and in effect on the
                    Closing Date.

                (e) SGF Sante is a Subsidiary of the Societe generale de
                    financement du Quebec.

        4.1.2   No Violation

                The execution, delivery and performance of this Agreement, the
                Shareholders' Agreement and any documents or instruments
                delivered, executed and performed in connection herewith or
                therewith, the consummation of the transactions contemplated
                hereby or thereby (including the subscription for the
                Subscribed Shares) and compliance with the provisions hereof
                and thereof (a) will not, to the best of its knowledge, violate
                any provision of any

                                        -11-
<Page>

                Applicable Law, (b) violate any provision of its Articles,
                By-laws, as amended, or directors' or shareholders'
                resolutions, (c) violate or constitute a default under, or
                cause or permit the acceleration of the maturity of, any debt,
                obligation or contract, commitment or other agreement, written
                or oral, to which it is bound, (d) result in the creation or
                imposition of any Encumbrance (i) on the Subscribed Shares,
                (ii) on it, (iii) any of its Assets or (iv) under any agreement
                or commitment to which it is a party or by which it or any of
                its Assets may be bound, or conflict with, result in the breach
                of or constitute (with due notice or lapse of time or both) a
                default under any such agreement or commitment or (e) violate
                any judgment, decree, order, regulation, or rule of any
                Governmental Authority applicable to it or any of its Assets.

        4.1.3   Consents, Approvals

                No consent, approval, permit or authorization of, or
                declaration, filing, qualification, designation or registration
                with, any third party or Governmental Authority is required
                which has not been duly obtained in connection with the
                execution, delivery and performance by it of this Agreement,
                the Shareholders' Agreement and any documents or instructions
                delivered, executed and performed in connection herewith or
                therewith, and the consummation of the transactions
                contemplated hereby or thereby (including the subscription for
                the Subscribed Shares).

                                  ARTICLE 5

                              SPECIAL PROVISIONS

5.1     SPECIAL REPRESENTATION.  Each of the Corporation and Draxis Health,
        solidarily, represents and warrants to SGF Sante as follows and
        acknowledges that SGF Sante is relying upon such representations and
        warranties in entering into this Agreement and in agreeing to pay its
        share of the Subscription Price.

        5.1.1   Initial Subscription Agreement

                The Corporation has at all times complied with all its
                covenants, obligations and undertakings set out in Article 5 of
                the Initial Subscription Agreement.

        5.1.2   Shareholders' Agreement

                The Corporation has at all times respected and complied with
                the obligations incumbent on it pursuant to Article 3 of the
                unanimous shareholders' agreement entered into by and among the
                Corporation, SGF Sante, Draxis Health, Dwight Gorham and
                Mohammed Barkat as of February 18, 2000, to which Michel
                Sauvageau intervened on January 5, 2001.

5.2     SPECIAL INDEMNIFICATION.  Each of the Corporation and Draxis Health,
        solidarily, further acknowledges and agrees that, in addition to the
        representations, warranties and covenants provided herein, SGF Sante is
        also relying on the representations and

                                        -12-
<Page>

        warranties set out in Article 3 of the Initial Subscription Agreement
        in entering into this Agreement and in agreeing to pay its share of the
        Subscription Price.  In recognition thereof, each of the Corporation
        and Draxis Health, solidarily, agrees that the recourses available to
        SGF Sante under the Initial Subscription Agreement, in particular,
        without limitation, under Article 7 of the Initial Subscription
        Agreement, shall also be available to SGF Sante in accordance with
        their terms with respect to the investment by it for SGF Subscribed
        Shares as provided in this Agreement as if the representations,
        warranties, covenants, obligations, undertakings and indemnification
        set out in the Initial Subscription Agreement had been repeated in this
        Agreement, and the Initial Subscription Agreement is hereby amended to
        the extent necessary to give effect hereto.

5.3     ACTIONS TO SATISFY COVENANTS.  Each of the Corporation, Draxis Health
        and SGF Sante hereby agrees to take all such actions as are within its
        power to control and to use all reasonable commercial efforts to cause
        other actions to be taken which are not within its power to control so
        as to ensure compliance with any of its covenants and conditions set
        forth herein.

                                   ARTICLE 6

                                    CLOSING

6.1     CLOSING.  The Closing of the transaction contemplated by this Agreement
        shall be held at the offices of McCarthy Tetrault llp, Le Windsor, 1170
        Peel Street, 5th Floor, Montreal, Quebec, H3B 4S8, on March 28, 2002 or
        on such other date and at such other time as may be agreed upon by the
        parties hereto (the "Closing Date").

                                   ARTICLE 7

                    SURVIVAL AND RELIANCE ON REPRESENTATIONS
                       AND WARRANTIES AND INDEMNIFICATION

7.1     SURVIVAL NOTWITHSTANDING INVESTIGATION.  The parties hereto shall be
        entitled to rely upon the representations and warranties set forth
        herein and the covenants and obligations of the parties hereto which
        shall survive the Closing Date and shall continue in full force and
        effect in accordance with and subject to the terms of this Article 7
        notwithstanding any due diligence investigation by SGF Sante or Draxis
        Health.

7.2     INDEMNIFICATION BY THE CORPORATION AND DRAXIS HEALTH.  Subject to the
        limitations provided in this Agreement, the Corporation and Draxis
        Health shall be solidarily liable to SGF Sante and its respective
        directors, officers and employees (collectively, the "SGF Sante
        Indemnified Persons" and singly a "SGF Sante Indemnified Person") and
        shall defend, indemnify and hold harmless all of the SGF Sante
        Indemnified Persons against any and all loss, including a decrease in
        value of the SGF Subscribed Shares, liability, cost, fine or expense of
        any kind (other than indirect, consequential or incidental losses or
        damages such as losses of profits or of business opportunities),
        including the reasonable cost of legal representation in respect
        thereof and any interest or penalty in connection


                                        -13-
<Page>

        therewith ("Claims"), incurred or suffered by or imposed upon any of
        the SGF Sante Indemnified Persons arising directly or indirectly out of:

        7.2.1   the breach of any representation or warranty of the Corporation
                contained in Article 3 or Article 5 of this Agreement;

        7.2.2   the breach or non-fulfilment of any agreement, covenant,
                undertaking or obligation of the Corporation contained in this
                Agreement.

7.3     INDEMNIFICATION BY THE CORPORATION.  Subject to the limitations
        provided in this Agreement, the Corporation shall be liable to Draxis
        Health and its respective directors, officers and employees
        (collectively, the "Draxis Health Indemnified Persons" and singly a
        "Draxis Health Indemnified Person") and shall defend, indemnify and
        hold harmless all of the Draxis Health Indemnified Persons against any
        and all loss, including a decrease in value of the Draxis Health
        Subscribed Shares, liability, cost, fine or expense of any kind (other
        than indirect, consequential or incidental losses or damages such as
        losses of profits or of business opportunities), including the
        reasonable cost of legal representation in respect thereof and any
        interest or penalty in connection therewith ("Claims"), incurred or
        suffered by or imposed upon any of the Draxis Health Indemnified
        Persons arising directly or indirectly out of:

        7.3.1   the breach of any representation or warranty of the Corporation
                contained in Article 3 of this Agreement;

        7.3.2   the breach or non-fulfilment of any agreement, covenant,
                undertaking or obligation of the Corporation contained in this
                Agreement.

7.4     INDEMNIFICATION BY SGF SANTE AND DRAXIS HEALTH.  Each of SGF Sante and
        Draxis Health, individually and only in respect of its own acts or
        omissions, shall be liable to each of the Corporation and its
        directors, officers and employees (collectively, the "Corporation
        Indemnified Persons" and singly, a "Corporation Indemnified Person")
        and shall defend, indemnify and hold harmless all of the Corporation
        Indemnified Persons against any and all loss, liability, cost, fine or
        expense of any kind (other than indirect, consequential or incidental
        losses or damages such as losses of profits or of business
        opportunities), including the reasonable cost of legal representation
        in respect thereof and any interest or penalty in connection therewith
        ("Claims"), incurred or suffered by or imposed upon any of the
        Corporation Indemnified Persons arising directly or indirectly out of:

        7.4.1   the breach of any representation or warranty of SGF Sante or
                Draxis Health, as the case may be, contained in Article 4 of
                this Agreement; and

        7.4.2   the breach or non-fulfilment of any agreement, covenant,
                undertaking or obligation of SGF Sante or Draxis Health, as the
                case may be, contained in this Agreement.

                                        -14-
<Page>

7.5     INDEMNIFICATION AGAINST THIRD-PARTY CLAIMS

        7.5.1   Promptly upon receipt by any of the SGF Sante Indemnified
                Persons, the Draxis Health Indemnified Persons or the
                Corporation Indemnified Persons (in this section referred to as
                the "Indemnitee") of notice of any demand or statement:

                (a) by or on behalf of any Person or entity other than SGF
                    Sante, Draxis Health or the Corporation; and

                (b) which, if maintained or enforced, will or might result in
                    any Claim of the nature described in sections 7.2, 7.3 or
                    7.4,

                ("Third-Party Claim") in respect of which the Indemnitee
                proposes to demand indemnification from SGF Sante, Draxis
                Health or the Corporation and Draxis Health solidarily, as the
                case may be, (in this section referred to as the "Indemnitor")
                pursuant to the provisions hereof, the Indemnitee shall give
                written notice to that effect to the Indemnitor with reasonable
                promptness.

        7.5.2   The Indemnitor shall have the right by written notice to the
                Indemnitee within 30 days of the giving of the notice described
                in subsection 7.5.1 to assume the control of the defence,
                compromise or settlement of the Third-Party Claim, without cost
                to the Indemnitee and without limiting in any way the
                Indemnitee's right to indemnification pursuant to the
                provisions hereof.

        7.5.3   Upon the assumption of control by the Indemnitor as aforesaid,
                the Indemnitor shall diligently proceed with the defence,
                compromise or settlement of the Third-Party Claim at
                Indemnitor's sole expense, including retention of counsel
                reasonably satisfactory to the Indemnitee.  The Indemnitee
                shall cooperate fully, but at the sole expense of the
                Indemnitor, in making available to the Indemnitor all pertinent
                information and witnesses under the Indemnitee's control and in
                taking such other steps as in the reasonable opinion of counsel
                for the Indemnitor are necessary to enable the Indemnitor to
                conduct such defence.  The Indemnitee shall be entitled to
                reasonable security from the Indemnitor for any expense, costs
                or other liabilities to which it may be or may become exposed
                by reason of such cooperation.

        7.5.4   The final determination of any such Third-Party Claim,
                including all related costs and expenses, shall be binding and
                conclusive upon the parties hereto, as to the validity or
                invalidity, as the case may be, of such Third-Party Claim
                against the Indemnitor hereunder.  Notwithstanding any
                provision of this section 7.5, the Indemnitor may not consent
                to any settlement of a Third-Party Claim if the terms of such
                settlement require the Indemnitee to act or refrain from
                acting, without the prior written consent of the Indemnitee.

        7.5.5   Should the Indemnitor fail to give notice to the Indemnitee as
                provided in subsection 7.5.2, the Indemnitee shall be entitled
                to make such settlement of the Third-Party Claim as in its sole
                discretion may appear advisable, and such


                                        -15-
<Page>

                settlement or any other final determination of the Third-Party
                Claim shall be binding upon the Indemnitor.

7.6     INDEMNIFICATION TO BE AFTER INSURANCE, ETC.  The amount of the
        indemnification for any Claim shall be payable on demand and shall be
        determined after giving effect to any insurance recoveries or
        recoveries from third parties, other than the Corporation.

7.7     AMOUNT OF CLAIM.  For purposes of determining the amount of any Claim
        contemplated by section 7.2, SGF Sante shall be entitled, at its sole
        option, to deem the amount of such Claim to be equal to 5.71% or, in
        the event the Second Closing is cancelled as a result of the
        application of section 2.3, 1.36% (the "SGF Share of the Underlying
        Loss") of the actual loss or liability of the Corporation (the
        "Underlying Loss") which gave rise to such Claim, calculated as if
        section 7.6 applied, MUTATIS MUTANDIS, for the purposes of this Article
        7; all other provisions of this Article 7 shall thereupon continue to
        apply as if the SGF Share of the Underlying Loss were the Claim.

7.8     CURRENCY OF INDEMNIFICATION.  If any Claim is based on an expense
        incurred in, or a Third-Party Claim expressed in, currency other than
        Canadian currency, it shall be converted into Canadian currency at the
        rate of exchange prevailing as of the date of payment, or expenditure
        or ascertainment of loss in the absence of direct payment, or at the
        date of the Third-Party Claim, as the case may be, giving rise to the
        Claim.

7.9     EXPIRY AND LIMIT OF LIABILITY.

        7.9.1   The representations and warranties of the Corporation, Draxis
                Health and SGF Sante herein (except in the event of fraud,
                gross negligence or deliberate misrepresentation) shall
                continue in full force and effect for a period of three years
                after the Closing Date and no Claim shall be made after such
                termination date by any party based on or arising out of the
                breach or non-fulfilment of any such representations or
                warranties.

        7.9.2   In the event of fraud or deliberate misrepresentation by
                commission or omission, the representations and warranties of
                the Corporation, Draxis Health and SGF Sante herein shall
                continue in full force and effect indefinitely after the
                Closing Date.

        7.9.3   Notwithstanding the provisions of this section 7.9, no Claims
                with respect to breaches or failures of representations and
                warranties contemplated by subsections 7.2.1, 7.3.1 and 7.4.1
                which would, were it not for this subsection 7.9.3, have
                occurred, may be made against any of the SGF Indemnified
                Persons, the Draxis Health Indemnified Persons or the
                Corporation Indemnified Persons hereunder, and no breach or
                failure of representations and warranties contemplated by
                subsections 7.2.1, 7.3.1 and 7.4.1 shall be considered to have
                occurred, unless and until the individual Claim or aggregate of
                individual Claims which would, were it not for this subsection
                7.9.3 have arisen, exceeds $100,000, in which event all
                breaches and failures of representations and warranties
                contemplated in subsection 7.2.1, 7.3.1 and


                                        -16-
<Page>

                7.4.1 shall be considered to have occurred as if this
                subsection 7.9.3 did not exist and the amounts claimable shall
                be the aggregate of the Claims then being asserted and not be
                limited to that amount only in excess of the above limit.

7.10    SGF SANTE'S RECOURSES.  In the event of a Claim which, in accordance
        with section 7.7, is deemed to be equal to the SGF Share of the
        Underlying Loss, in settlement of the obligations of Draxis Health
        under this Article 7, Draxis Health shall have the option of either:

        7.10.1  paying SGF Sante the amount of the SGF Share of the Underlying
                Loss; or

        7.10.2  investing a sum of money in the Corporation, as a contribution
                to capital and without any shares or debt issued to it in
                consideration therefor, which is equal to the Underlying Loss
                so as to put the Corporation in the same financial position it
                would have been in, on a consolidated basis, if the event
                giving rise to the Underlying Loss had not occurred.

7.11    DRAXIS HEALTH OBLIGATIONS.  The obligations of Draxis Health hereunder
        are as primary obligor and not as surety or guarantor and Draxis Health
        agrees that it does not have any right of subrogation against the
        Corporation with respect hereto.

7.12    OTHER RECOURSES.  The provisions of this Article 7 constitute
        additional remedies for SGF Sante Indemnified Persons and are in
        addition to any other recourses they may have, including pursuant to
        section 5.2 and the Initial Subscription Agreement or otherwise under
        Applicable Laws and including the right of SGF Sante to demand
        resolution of this Agreement.

                                   ARTICLE 8

                                  ARBITRATION

8.1     CHOICE OF ARBITRATION.  Subject to section 8.11 below, any Claim
        arising in respect of this Agreement which is challenged, any
        controversy or dispute regarding the execution of this Agreement,
        including its annulment, as well as any dispute with regard to the
        interpretation or application of this Agreement must be submitted to
        arbitration to the exclusion of the courts, the whole in accordance
        with the procedure hereinafter established.

8.2     NOTICE TO ARBITRATE.  Any party or parties to this Agreement wishing to
        submit a Claim, conflict, dispute or disagreement (collectively a
        "Dispute") to arbitration must forward to the other parties to the
        Dispute a written notice (hereinafter referred to as "Notice to
        Arbitrate"), containing a reasonably detailed description of the
        Dispute and the nomination of an arbitrator.

8.3     CHOICE OF SECOND ARBITRATOR.  Within 10 days of the receipt of Notice
        to Arbitrate, the other party or parties involved in the Dispute shall
        name a second arbitrator and send a notice to this effect to the party
        or parties making the submission, the first-named

                                        -17-
<Page>

        arbitrator and to the second-named arbitrator;  in the absence of such
        a notice, the first-named arbitrator shall be the sole arbitrator and
        sections 8.6 to 8.10 inclusively shall apply mutatis mutandis.

8.4     CHOICE OF THIRD ARBITRATOR.  The two arbitrators appointed in
        accordance with the above procedure shall, within 10 days following the
        appointment of the second arbitrator, name a third arbitrator who shall
        be a member in good standing of the Quebec Bar and will act as
        President of the Arbitration Committee;  if the first two arbitrators
        fail to agree on a third arbitrator, either one or both may apply to a
        judge of the Superior Court of the Province of Quebec, District of
        Montreal, to appoint the third arbitrator.

8.5     CHOICE OF SINGLE ARBITRATOR.  In order to minimize costs, the parties
        involved in any dispute may agree, in writing, to appoint a single
        arbitrator in which event a notice of such appointment shall be sent to
        the arbitrator in question; sections 8.6 to 8.10 inclusively shall
        apply mutatis mutandis to such sole arbitrator.

8.6     HEARING AND AWARD.  The hearing shall be held in Montreal.  The date of
        hearing must be held within 30 days of the appointment of the third
        arbitrator.  The award of the board of arbitrators must be rendered in
        writing and served to the parties within 90 days following the hearing.
        Any such award (including with respect to the payment of fees and
        disbursements related to the arbitration) which is rendered shall be
        final, binding and without appeal, and shall become executory as a
        judgement against the parties upon homologation.

8.7     PROCEDURE AND EVIDENCE.  Notice shall be given by the arbitrators, in
        writing, of the time and place of any hearings except where such
        hearings are adjourned by the arbitrators in the presence of both of
        the parties hereto.  In the conduct of the hearing and particularly in
        the taking of testimony or other evidence in the course thereof, the
        arbitrators shall be bound by the rules of law applying to the
        competence, relevance and materiality of witnesses and testimony in the
        courts of the Province of Quebec and the rules of procedure set out in
        the CODE OF CIVIL PROCEDURE (Quebec). The arbitrators shall have full
        power and authority to permit, before or during any hearing, any
        amendment to the arbitration submission requested by the parties so
        submitting as well as any cross-demand by the other party or parties.

8.8     RESPECT OF DELAYS.  In the event that the arbitration hearing is not
        held, or the arbitration award is not rendered, within the respective
        delays set out above, upon the receipt of a written notice to this
        effect from any party to the arbitration, the arbitrators shall no
        longer have jurisdiction to decide the matter submitted to them, and
        any party may thereupon take all steps to submit the matter to
        arbitration once again pursuant to these rules of procedure.

8.9     REPLACEMENT OF ARBITRATORS.  In the event that one or more of such
        arbitrators resigns, refuses to act, withdraws, dies or otherwise
        becomes unable to fulfill the duties imposed upon him, then his place
        shall be filled by the parties originally naming him or if named by the
        other arbitrators, his place shall be filled by an appointment made by
        them;  if no replacement has been named within 15 days following the
        date upon which the parties


                                        -18-
<Page>

        were advised of such failure to act, the vacancy may be filled by a
        judge of the Superior Court of the Province of Quebec, District of
        Montreal, upon motion by one of the parties.

8.10    SUPPLETIVE PROVISIONS.  The parties to this Agreement agree that the
        provisions presently in effect of the CODE OF CIVIL PROCEDURE (Quebec)
        shall receive suppletive application to any arbitration proceeding
        undertaken or held by virtue of the present Agreement.  In the event of
        a contradiction between the provisions of this Article 8 and the
        provisions of the aforementioned sections of the CODE OF CIVIL
        PROCEDURE (Quebec), the provisions of this Article 8 shall have
        precedence.

8.11    EXCEPTIONS TO ARBITRATION.  Notwithstanding the provisions of this
        Article 8, any party shall be entitled to commence procedures in a
        court of law in order to obtain injunctive relief or seizure against a
        defaulting party.

8.12    LANGUAGE.  Each party to the arbitration shall be entitled to use
        English or French at its or his sole discretion.  The arbitrator(s)
        shall be bilingual and able to communicate in both English and French.

                                   ARTICLE 9

                               GENERAL PROVISIONS

9.1     SUCCESSORS AND PERMITTED ASSIGNS.  The provisions of this Agreement
        shall, except as otherwise provided herein, enure to the benefit of and
        be binding upon the parties hereto and their respective
        representatives, administrators, successors and permitted assigns and
        each and every Person so bound shall make, execute and deliver all
        documents necessary to carry out this Agreement.

9.2     NO ASSIGNMENT.  No party may assign its rights or obligations under
        this Agreement without the express written consent of all other
        parties, except that SGF Sante may do so in favour of any other entity
        ultimately controlled by the government of the province of Quebec
        provided the acquirer agrees and undertakes to respect and be bound by
        the provisions of this Agreement.

9.3     NOTICES.  All communications, notices and demands required or permitted
        hereunder shall be in writing and shall be deemed to have been duly
        given upon personal delivery, including delivery by courier or
        facsimile (with proof of receipt) to the addresses as set forth below:


                                        -19-
<Page>

        IF TO SGF SANTE:

        SGF SANTE INC.
        C/O SOCIETE GENERALE DE FINANCEMENT DU QUEBEC
        600 de La Gauchetiere West, Suite 1700
        Montreal, Quebec
        H3B 4L8

        Attention: The Secretary
        Fax:  (514) 395-8055


        IF TO THE CORPORATION:

        DRAXIS PHARMA INC.
        16751 TransCanada Highway
        Kirkland, Quebec
        H9H 4J4

        Attention:  President
        Fax:  (514) 694-3841


        IF TO DRAXIS HEALTH:

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

        Attention: The Secretary
        Fax:  (905) 677-5494


        Each of the parties shall be entitled to specify different or
        additional addresses by giving written notice to the other party in the
        manner set forth herein.

9.4     BROKERAGE COMMISSIONS.  None of the Corporation, Draxis Health nor SGF
        Sante has paid or become obligated to pay any fee or commission to any
        broker, investment banker, finder or the like in connection with the
        transactions contemplated by this Agreement.  Each party hereby agrees
        to indemnify, defend and hold harmless the other against any and all
        Claims of the above-mentioned brokers, investment bankers, finders or
        the like, and against the Claims of all other parties claiming any
        right to a commission or compensation by or through the acts of that
        party or that party's partners, employees, agents or Affiliates in
        connection with this Agreement.  Each party's indemnification
        obligations provided in Article 7 shall include all damages, losses,
        liabilities, and expenses, including reasonable attorneys' fees,
        incurred in connection with any such claim for a broker's or finder's
        fee.

9.5     TIME OF THE ESSENCE.  Time shall be of the essence of this Agreement.


                                        -20-
<Page>

9.6     COUNTERPARTS.  This Agreement may be executed in any number of
        counterparts, each of which so executed shall be deemed to be an
        original, and such counterparts shall together constitute but one and
        the same Agreement.

9.7     SEPARABILITY.  In the event that any provision of this Agreement is
        held invalid or unenforceable, such invalidity or unenforceability
        shall not affect the validity or enforceability of the remainder of
        this Agreement.

9.8     CONSENTS AND APPROVALS.  Except as otherwise expressly set forth
        herein, whenever any party's consent or approval must be obtained
        hereunder, such consent or approval shall not be unreasonably withheld,
        delayed or conditioned.

9.9     ANNOUNCEMENTS.  SGF Sante reserves the right for itself or its
        governmental representatives to publicly announce the following
        information in connection with its investment: the name and address of
        the Corporation, the nature of its business, the nature and amount of
        the investment and the number of jobs to be created, the whole subject
        to the prior approval by the Corporation of the content of such
        announcement.  Draxis Health shall also be entitled to publicly
        announce the completion of the transaction contemplated herein, subject
        to the prior approval by SGF Sante of the content of the announcement.
        It is also recognized that Draxis Health is subject to certain
        disclosure obligations under Applicable Laws as a result of the listing
        of its shares on the Toronto Stock Exchange and NASDAQ, and it is
        agreed that the prior approval by SGF Sante of the content of all such
        disclosures with respect to the transaction contemplated herein and all
        accessory matters shall be required which approval shall not be
        unreasonably withheld or delayed, it being agreed that if such approval
        is not obtained in the required delay imposed by Applicable Laws then
        the Corporation may process with same disclosure.  In the event that
        the Corporation organizes an official ceremony or press conference to
        publicize the investment by SGF Sante, it shall obtain its prior
        written approval which shall not be unreasonably withheld and advise it
        of such ceremony at least 15 days prior thereto in order to permit SGF
        Sante or its representatives or invitees to attend thereat.

9.10    LANGUAGE.  This Agreement is executed by all the parties hereto in
        French and in English.  The parties hereto expressly agree that in the
        event of any misunderstanding, dispute or controversy amongst them with
        respect to any of the provisions of this Agreement, the French version
        and the English version shall have equal value and neither of them
        shall prevail.


                                        -21-
<Page>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.


                                        SGF SANTE INC.

                                        Per:    /s/ Gerald Andre
                                            -----------------------------
                                                Gerald Andre

                                        Per:    /s/ Michel Sainte-Marie
                                            -----------------------------
                                                Michel Sainte-Marie


                                        DRAXIS PHARMA INC.

                                        Per:    /s/ Douglas Parker
                                            -----------------------------
                                                Douglas Parker


                                        DRAXIS HEALTH INC.

                                        Per:    /s/ Jim Garner
                                            -----------------------------
                                                Jim Garner


                                        -22-