**Exhibit4.52**

 

**Dr.Martin Barkin**

President andCEO

***

 

April21, 2005

 

**PERSONAL& CONFIDENTIAL**

 

 

**DELIVEREDVIA COURIER**

 

Mr. Jean-Pierre Robert

**************

*************

*************

 

DearMr. Robert:

 

We are pleased to offer you employment with DRAXIMAGE,a division of DRAXIS Specialty Pharmaceuticals Inc. (“DRAXIMAGE”) on the termsset out below.

 

# **1.**             EMPLOYMENT

# ** **

Effective May 8th, 2005 (“Effective Date of Employment”)**,** you shall be employed with DRAXIMAGE as its President onthe terms and conditions contained in this Agreement. You will be responsibleto the Board of Directors of DRAXIS HEALTH Inc. (“DHI” or “DRAXIS”) and shallreport to the Chief Executive Officer of DHI. Without limiting the scope ofyour duties and responsibilities as President, you shall be responsible forleading DRAXIMAGE to revenue growth, entry into new geographic territories,development of its proprietary and other new products, and generally developingstrategies for growing the business into a significant international imaging  and therapeutic enterprise in the area ofnuclear medicine and molecular imaging. You will also be a member of DHI’sExecutive Operations Committee and will be expected to enter into a cooperativeworking relationship with the President of DRAXIS Pharma, a division of DRAXISSpecialty Pharmaceuticals Inc. (“DP”). In addition, you will perform anyadditional employment responsibilities assigned to you by the Chief ExecutiveOfficer of DHI from time to time, provided that such responsibilities areconsistent with the executive nature of the position.

 

# **2.**             BASE SALARY

# ** **

DRAXIMAGE will pay to you from the Effective Date ofEmployment and during the term of this Agreement a gross salary of $285,000 perannum (“Base Salary”), payable semi-monthly, in arrears, in 24 equalinstalments of $11,666. Such salary shall be subject to usual annual increasesin accordance with DRAXIS’s regular administrative practices of salary reviewapplicable to the executive officers of DRAXIS. Any salary increases shall bedetermined on merit on the recommendation of the Chief Executive Officer of DHIand approval of the Board of Directors of DHI. The Chief Executive Officer ofDHI will inform you of any increases in your salary in advance of theimplementation date.

 

As an officer of DRAXIMAGE, DHI will provide and payfor directors’ and officers’ liability insurance and in any event willindemnify and save you harmless from any action arising within the scope ofyour employment responsibilities for DRAXIMAGE, DHI and their Affiliates (assuch term is defined in the *Canada BusinessCorporation Act*) (“Affiliates”) [hereinafter collectively referredto as the “DHI Group”].

 

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# **3.**             BENEFITS

# ** **

You will be entitled to participate in all benefitplans which DRAXIMAGE shall, from time to time make available to its executiveemployees, subject to applicable eligibility rules thereof. The benefitscurrently offered are:

 

•      major medical

•      drug

•      dental

•      group life

•      long term disability

•      accidental death anddismemberment

 

You will also be entitled to an amount equivalent to5% of your Base Salary in lieu of participation in DHI’s Retirement SavingsProgram. Such amount shall be payable prior to February 28th of eachyear.

 

# **4.**             STOCK OPTION PLAN

# ** **

Subject to DHI Board of Directors’ approval, you willbe eligible to participate in DHI’s Stock Option Plan, which DHI shall, fromtime to time, make available to employees, in accordance with the terms andconditions of said plan, copy thereof provided herewith as Schedule “A” to formintegral part of this Agreement.

 

DHI will initially grant you 10-year options topurchase 75,000 shares.

 

These options shall vest as follows:

 

a)     37,500 shares on the fifth anniversary of the date of the grant; and

b)    37,500 shares on the seventh anniversary of the date of the grant.

 

The price of each option shall be the closing price ofthe DHI shares on the Toronto Stock Exchange (“TSX”) on the trading dateimmediately preceding the date of the grant. The options may be exercised inwhole or in part at any time within 10 years after the date of the grant,subject to vesting as set out above.

 

DHI will also grant you 5-year options to purchase25,000 shares (hereinafter “5-year options”).

 

These options shall vest as follows:

 

a)     1/3 shares on the first anniversary of the date of the grant;

b)    1/3 shares on the second anniversary of the date of the grant; and

c)     1/3 shares on the third anniversary of the date of the grant.

 

The price of each option shall be the closing price ofthe DHI shares on the Toronto Stock Exchange (“TSX”) on the trading dateimmediately preceding the date of the grant. The options may be exercised inwhole or in part at any time within 5 years after the date of the grant,subject to vesting as set out above.

 

Although the Chief Executive Officer of DHI agrees torecommend to its Board of Directors, the granting to you of the above-mentionedoptions at the above-specified conditions, the award of these options isentirely conditional upon the Board of Directors’ approval and the specificconditions attached to the exercise of said options may actually be differentfrom the one mentioned in the present agreement.

 

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Theapproval of the Board of Directors shall be sought during the next meeting ofthe Board of Directors scheduled for May 11th, 2005.

 

# **5.**             DEFERRED SHARE UNIT PLAN

# ** **

You will be eligible to participate in the DHI’sDeferred Share Unit Plan, in accordance with the terms and conditions of thatplan, copy thereof provided herewith as Schedule “B” to form integral part ofthis Agreement.

 

# **6.**             LONG TERM INCENTIVE PROGRAM

# ** **

You will be eligible to participate in DRAXIMAGE’sLong Term Incentive Plan, the whole in accordance with the terms and conditionsof that plan.

 

Subject to DHI Board of Directors’ approval, the LTIPwill provide you, as a chosen senior executive, with the opportunity toparticipate in the growth of DRAXIMAGE as if you had 3% equity ownership ofDRAXIMAGE as of your Effective Date of Employment, said opportunity beingsubject to certain conditions as per the LTIP. This plan is designed to providemanagement with a meaningful incentive to grow the value of DRAXIMAGE and toallow management to share in the benefits of that value creation while at thesame time provide a significant incentive for a long term (10 year) seniormanagement retention. The approval of the Board of Directors shall be soughtduring the next meeting of the Board of Directors scheduled for May 11th,2005.

 

# **7.**             DISCRETIONARY BONUS

# ** **

The Board of Directors of DHI, in its sole discretion,and upon recommendation of the Chief Executive Officer of DHI, based on theBonus and Objectives Plan that is in force for all senior executives of DHI,may declare a bonus payable. Such bonus payment is not guaranteed and paymentof a discretionary bonus in any prior year is not a promise or guarantee ofpayment in subsequent years. Further, to receive any discretionary bonuspayment, should one be declared, you must be employed on December 31stof the calendar year for which the bonus is declared. Should a discretionarybonus be declared, you may be eligible to receive an amount up to a maximumequivalent to 40% of your Base Salary, or such other amount as may bedetermined by the Chief Executive Officer of DHI and the Board of Directors ofDHI, in their sole discretion. For the calendar year 2005, the above mentioned40% bonus eligibility will be pro-rated to your Effective Date of Employmentand objectives will be modified from existing objectives for DRAXIMAGE by July31, 2005.

 

# **8.**             MEMBERSHIPS AND PUBLICATIONS

# ** **

DRAXIMAGE will pay for one club membership of yourchoice and for all professional memberships, dues and levies required formembership in a professional association and other approved memberships orpublications deemed necessary to the conduct of your position.

 

# **9.**             VACATION

# ** **

Commencing in 2005, you shall be entitled to fourweeks vacation per annum to be taken at a time or times acceptable to the ChiefExecutive Officer of DHI, having regard to its operations. There shall be novacation time carried over from one calendar year into the following calendaryear, unless previous authorization has been received from the Chief ExecutiveOfficer of DHI. For the calendar year 2005, the above-mentioned vacationentitlement will be pro-rated to your Effective Date of Employment.

 

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# **10.**          LEGAL FEES

# ** **

DRAXIMAGE will reimburse you for independent legalcounsel with respect to the review of this agreement to a maximum of $3,000upon presentation of appropriate receipts.

 

# **11.**          EXPENSES

# ** **

DRAXIMAGE agrees that it shall reimburse you forAutomobile mileage allowance as permitted by Canada Customs and Revenue Agency,all other reasonable traveling and other out-of-pocket expenses actually andproperly incurred in connection with your duties with DRAXIMAGE and within thepolicies that are enacted from time to time by DHI and/or DRAXIMAGE withrespect to executive expenses. For all such expenses you agree you will furnishstatements and vouchers as and when required by DRAXIMAGE.

 

DRAXIMAGE agrees to provide you with a mobile phone, ablackberry and a portable laptop that will remain at all time DRAXIMAGE’sproperty.

 

# **12.**          DEDUCTIONS

# ** **

All salary and other payments and allowances outlinedin this Agreement are subject to such withholding and deduction at source asmay be required by law.

 

# **13.**          EMPLOYEE’S COVENANTS

# ** **

You agree that you shall devote the whole of yourworking time, attention and ability to the business of DRAXIMAGE and shall usereasonable best efforts to promote the interests of DRAXIMAGE.

 

You agree that you shall duly and diligently performall the duties assigned to you while in our employ and shall well andfaithfully serve DRAXIMAGE.

 

You also agree that while employed with DRAXIMAGE youshall not, without the prior written consent of DRAXIMAGE, engage or otherwisebe concerned in any other business or occupation, or become a director,officer, agent or employee of any other entity.

 

Furthermore, you specifically agree that you shallrespect and comply with DHI’s Disclosure and Insider Trading Policy, copythereof provided herewith as Schedule “C” to form an integral part of thisAgreement, DHI’s Code of Ethics and Business Conduct, as amended from time totime, copy thereof provided herewith as Schedule “D” to form an integral partof this Agreement, and all and any relevant rules and legislation, such as,without limiting the generality of the foregoing, the rules on Insider Tradingin the *TSX Company Manual*, the *Ontario Securities Act*, the *CanadianBusiness Corporations Act* and *Quebec Securities Act*.You acknowledge that your senior position with DRAXIS will deem you an insiderof DRAXIS and therefore subject to applicable mandated insider regulatory andcompany share trading policies and restrictions.

 

For the purpose of the present Agreement, the use ofthe words DHI Group shall be interpreted as referring to DRAXIS and itssubsidiaries and affiliates.

 

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# **14.**          CONFIDENTIAL INFORMATION,NON-SOLICITATION AND NON-COMPETITION

# ** **

**(a)****         Non-Disclosure of Confidential Information**

 

As DRAXIMAGE’s President, you acknowledge that you arecreating, having access to, and require knowledge of confidential andcommercially valuable information of the DHI Group, the unauthorized use ordisclosure of which could cause the DHI Group serious and irreparable damage.

 

(1)           “Confidential Information” means all information, and all documentsand other tangible things recording any such information, relating to or usefulin connection with the business of the DHI Group, whether or not a trade secretwithin the meaning of the applicable law, which at the time or times concernedis not generally known to the public and which has been or is from time to timedisclosed to or developed by you as a result of your employment with DRAXIMAGE.Confidential Information includes, but is not limited to, the followinginformation of the DHI Group:

 

(i)                                   newproducts;

(ii)                                marketingstrategies and plans;

(iii)                             developmentstrategies and plans;

(iv)                            manufacturingprocesses and technologies;

(v)                               researchin progress and unpublished manuals or know how;

(vi)                            regulatoryfilings;

(vii)                         identity ofand relationship with licensees, licensors or suppliers;

(viii)                      finances,financial information, financial management systems;

(ix)                              marketresearch;

(x)                                 marketexperience with products;

(xi)                              customerlists;

(xii)                           compensationand benefits provided to employees; 

(xiii)                        any otherresearch, information or documents which you are told or reasonably ought toknow that the DHI Group regards as proprietary or confidential; and

(xiv)                       any legaladvice provided to the DHI Group, its officers, directors, employees or agentsduring the course or your employment and any details involving the DHI Group’sposition with respect to any litigation matter or prospective litigation matterwhich exists at the time of termination.

 

(2)           You agree that you shall hold all Confidential Information in thestrictest confidence, as a fiduciary. Without limiting such obligation, youshall use Confidential Information only in furtherance of the business of theDHI Group. You shall not, except where the DHI Group otherwise provides itsprior written consent or where required by law or in furtherance of thebusiness of the DHI Group, directly or indirectly disclose to any Person anyConfidential Information, directly or indirectly sell, give, loan or otherwisetransfer any Confidential Information or copy thereof to any Person, publish,lecture on or display any Confidential Information to any Person or useConfidential Information for your own benefit or the benefit of any otherPerson.

 

(3)           Your obligations under this Section shall remain in effect withrespect to each item of Confidential Information until the date upon which suchConfidential Information has been publicly disclosed or otherwise has becomeknown to the public, in each case without any breach of this Section by you.

 

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(4)           For purposes of this Agreement, “Competitor” shall mean any Personwhich engages or is preparing to engage, in whole or in part, in the design,development, manufacture, marketing or sale of any products or services whichcompete directly with a product or service which, during the 12 months prior tothe termination of this Agreement and your employment hereunder for any reason,the DHI Group marketed or at the time of termination of this Agreement and youremployment hereunder, is then preparing to market.

 

(5)           For purpose of this Agreement, “Person” shall include individuals,partnerships, associations, trusts, unincorporated organizations andcorporations.

 

**(b)****          ****Non-Solicitation andNon-Competition**

 

(1)           You acknowledge that the pharmaceutical and over-the-counter drugindustries are highly competitive businesses. You are a key executive of DHIand DRAXIMAGE, and as a result of your senior position, you confirm that youhave acquired extensive background in and knowledge of the DHI Group’s businessand the pharmaceutical and over-the-counter drug industries in which the DHIGroup operates. You further acknowledge that the DHI Group develops and marketsits products on a North American basis, more particularly in Canada and in theeastern part of the United States comprising the states of Connecticut,Florida, Delaware, Georgia, Maine, Maryland, Massachusetts, Michigan, NewHampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, RhodeIsland, South Carolina, Vermont, Virginia, West Virginia [hereinafter referredto as the “Territory”]. Accordingly, you agree that in the course of youremployment with DRAXIMAGE, and thereafter for a period of one year (or if suchperiod is held to be excessive by a court of competent jurisdiction then for aperiod of six months) you shall not, without the prior written authorization ofthe Chief Executive Officer of DHI whether as principal, as agent, or as anemployee of, or in partnership, or association with any other Person, in anymanner whatsoever directly or indirectly:

 

(i)            become employed by or associated or affiliated with any Competitorof the DHI Group in the Territory in a function dealing with a product orservice, which during the twelve-month period immediately prior to thetermination of this Agreement and your employment hereunder, for any reason,competed directly with a product or service of the DHI Group;

(ii)           seek to employ or encourage others to employ or otherwise engageemployees, agents or subcontractors of the DHI Group (who are employees, agentsor subcontractors on the date this Agreement terminated) or seek to in any waydisrupt their business relationship with the DHI Group;

(iii)          obtain by any means whatsoever the business of any Person who at thetime of the termination of this Agreement and your employment hereunder, was acustomer of the DHI Group, if to obtain such business may reasonably beexpected to result in a reduction of that Person’s business with the DHI Group;

(iv)          approach any Person who at the time of the termination of thisAgreement and your employment hereunder was a customer of the DHI Group withthe intention of soliciting or enticing the business of that Person away fromthe DHI Group.

 

**(c)****           Reasonableness**

 

You agree that the obligations set out in Sections14(a) and (b) together with your other obligations under this Agreement arereasonably necessary for the protection of the DHI Group’s proprietary andbusiness interests and you expressly agree that:

 

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(i)            the scope of each of the covenants set out in Sections 14(a) and (b)above are in all respects, and in particular, in respect of Territory, time andsubject matter, necessary and reasonable because the DHI Group is marketing itsproducts on a North American basis;

(ii)           given your general knowledge and experience, the obligationscontained in this Agreement will not preclude you from becoming gainfullyemployed with other employers who are not Competitors following termination ofthis Agreement and your employment hereunder for any reason;

(iii)          your agreement to Sections 14(a) and (b) is a key incentive toDRAXIMAGE formalizing the current terms and conditions of your employment.

** **

**(d)****           Breach of Agreement**

 

You also recognize that any breach of the terms andconditions of this Agreement by you will result in material damage to the DHIGroup, although it may be difficult for the DHI Group to establish the monetaryvalue of such damage. You therefore agree that the DHI Group shall be entitledto injunctive relief, in addition to any other remedies available to it, in acourt of appropriate jurisdiction in the event of any breach or threatenedbreach by you of any of the provisions of this Agreement.

 

# **15.**          TERMINATION OF EMPLOYMENT

# ** **

#### **(a)****           Termination by DRAXIMAGE for Serious Reason**

####  

DRAXIMAGE may terminate this Agreement and youremployment hereunder at any time for serious reason without notice and withoutpayment of any kind of compensation either by way of anticipated earnings ordamages of any kind.

 

#### **(b)****           Termination by DRAXIMAGE Without Serious Reason**

####  

DRAXIMAGE may terminate this Agreement and youremployment hereunder, in its sole discretion, without notice and withoutserious reason, effective immediately upon the date you are advised of thetermination.

 

If your employment is terminated without seriousreason pursuant to this Section, DRAXIMAGE shall:

 

 

1)                     Pay to you a severance allowance equivalent to one year of your thencurrent Base Salary in a lump sum, within two weeks following the date of suchtermination.

2)                     Pay to you all outstanding vacation pay and any earned but unpaid salaryup to the date of such termination within two weeks of the date of termination.

3)                     Reimburse you for any business expenses incurred by you up to andincluding the date of such termination following provision by you of applicablereceipts.

4)                     Ensure it has complied with all statutory obligations imposed by the*Act Respecting Labour Standards*.

 

The payment referred to inparagraph 1, above, shall be guaranteed and shall not be subject to set off ordeduction as a result of your obtaining alternate employment following suchtermination or otherwise mitigating any damages arising from such termination. Further,the payment referred to in paragraph 1,

 

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above, is inclusive of all statutory payments, including statutorytermination and severance, which may be owed to you.

 

The amounts paid to you pursuant to this paragraphshall be subject to all required deductions.

 

Upon termination of your employment in accordance withthis Section 15(c), you shall return to DHI all stock options and othersecurities which have not vested or accrued during your employment withDRAXIMAGE, save and except for the 5-year options which you shall be entitledto retain and exercise in accordance with their conditions.

 

#### **(c)****           Termination Payment Following a Change of Control**

####  

(1)           In accordance with paragraph 15(c)(2) below, if there is a Change ofControl (as hereinafter defined) you shall be entitled to the following:

 

 

A.                                                           the amounts of any unpaid Base Salary earned up to and includingdate of termination;

B.                                                             any unpaid vacation pay earned up to and including date oftermination;

C.                                                             a lump sum amount, equal to:two times your then current Base Salary in effect immediately prior to the dateof the Change of Control;  

D.                                                            any additional statutory obligations imposed by the *Act Respecting Labour Standards*;

E.                                                              the right to exercise allstock options and other securities including those not then otherwiseexercisable as provided for below.

 

The payment referred to in paragraph15(c)(1)(C), above, shall be guaranteed and shall not be subject to set off ordeduction as a result of your obtaining alternate employment followingtermination or otherwise mitigating any damages arising from termination. Further,notwithstanding 15(c)(1)(D) above, the payment referred to in 15(c)(1)(C)above, is inclusive of all statutory payments, including statutory terminationand severance, which may be owed to you following termination.

 

The amounts paid to you pursuant to this paragraphshall be subject to all required deductions.

 

For the purposes of this Agreement, a Change ofControl shall be deemed to occur in the following circumstances.

 

In the event that at anydate following the date of signature hereof:

 

(i)    any change in the ownership as of the date hereof, direct orindirect, of the outstanding shares of DRAXIS as a result of which anindividual, partnership, association, trust, unincorporated organization, (“Person”)or group of Persons, hold shares and/or other securities in excessive of thenumber which, directly or following conversion or exercise thereof, willentitle the holders thereof to cast 20% or more of the votes attaching  to all such shares and/or other securities ofDRAXIS which may be cast to elect the directors of DRAXIS; or

 

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

 

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and the Board of Directors of DRAXIS (the “Board ofDirectors”) recommends acceptance of such offer to the Shareholders of DRAXIS(the “Shareholders”) or, if the Board of Directors has made no recommendation,the Shareholders have approved or accepted the proposed transaction, then anyoption, including options not then otherwise exercisable held by the you, shallbecome immediately exercisable upon the issuance of the recommendation of theBoard of Directors or the approval or acceptance of the Shareholders, as thecase may be.

 

For greater clarity, noprovision in this employment agreement shall be deemed to supersede anyprovision of the Stock Option Plan of DRAXIS, as amended from time to time,with respect to the right to exercise options held by the employee in certaincircumstances.

 

(2)           Except for the ability to exerciseall stock options upon a Change of Control as provided in paragraph15(c)(1)(E), the payments and entitlements outlined in paragraph 15(c) (1)shall become due and payable if, and only if:

 

 

A.                    there has been a Change of Control; and

B.                    within 18months following any Change ofControl:

(i)    your employment is terminated without seriousreason by DRAXIS or by any successor employer to DRAXIS, as the case may be; or

(ii)   by its conduct as described below, DRAXIS orany successor employer to DRAXIS, as the case may be, constructively terminatesyour employment by:

•      relocatingthe position and/or location of your principal office more than 20 kilometersfrom the location of your office on the date immediately prior to the Change ofControl, without your consent; or

•      materiallyreducing your title, reporting relationship, responsibilities or authoritywithout your consent; or

•      reducingthe salary paid to you by the successor employer or terminating or materiallyreducing the value of your benefit programs, including, but not limited to,life insurance benefits, accidental death and dismemberment benefits, long termdisability benefits, extended health coverage and dental benefits, which arereferred to in Section 3 above;

C.                    and, you elect in writing to receive the payments outlined inSection 15(c)(1).

 

#### **(d)****           Termination by DRAXIMAGE Without Serious Reason upon Disability**

####  

If, as a result of incapacity due to physical ormental illness, you are unable to render services of substantially the kind andnature, and substantially to the extent required to be rendered in accordancewith this Agreement, and if such incapacity is expected to continue for aperiod of at least twelve consecutive months from the date such incapacitycommenced (“Absence Date”) this Agreement may be deemed to be frustrated. Youremployment hereunder shall cease to be effective on the tenth day after writtennotice of cessation of employment (“Notice of Cessation”) to you, provided thatprior to such cessation DRAXIMAGE has been furnished with the writtencertification of a qualified medical doctor designated by DRAXIMAGE and youjointly which states that you are and are expected to continue to be for atleast twelve consecutive months from the Absence Date, unable to render suchservices by reason of such incapacity and the date upon which such incapacitycommenced. If DRAXIMAGE and you are unable to agree on the designation of aqualified medical doctor to make such determination, then each party shalldesignate a medical doctor who, together, shall agree upon a third qualifiedmedical doctor to

 

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makesuch determination. The decision of the third medical doctor shall be bindingon DRAXIMAGE and you. You consent to submit to such examination as may berequired by any such medical doctor or doctors.

 

If your employment ceases pursuant to this Section,you shall be entitled to receive a total amount equivalent to one year of yourthen current Base Salary, commencing on the date upon which the Notice ofCessation is delivered and payable in 24 regular payments equivalent to yourregular semi-monthly Base Salary on the regular DRAXIMAGE pay days. If you arein receipt of disability benefits payable pursuant to the benefit plansdescribed above, then each semi-monthly payment payable by DRAXIMAGE shall bereduced by an amount equivalent to the disability benefits payment receivedduring that pay period. Notwithstanding the cessation of your employmentpursuant to this Section, you shall be entitled to retain and exercise, withina period of 6 months following the Notice of Cessation, all stock options whichhave vested or accrued during your employment with DRAXIMAGE and you shall beentitled to retain the 5-year options which shall be exercisable in accordancewith their conditions.

 

#### **(e)****           Death**

####  

In the event that you should die during the term ofthis Agreement, your employment shall automatically terminate. All salary,vacation pay and any bonus payments earned to date of death but unpaid will bepaid to your estate, however, no other payment of any compensation either byway of anticipated earnings or damages of any kind shall be paid and Section15(g) shall be applicable.

 

#### **(f)****            Resignation and Retirement**

####  

You shall provide DRAXIMAGE with three months notice,in writing, of your resignation or your retirement from DRAXIMAGE. Unless theBoard of Directors of DHI otherwise determines, you shall return to DHI allstock options granted to you during your employment with DRAXIMAGE and/or theDHI Group which become exercisable after the date you cease to be an employeeof DRAXIMAGE and/ or the DHI Group.

 

#### **(g)****           No Further Notice or Compensation**

####  

Upon termination ofyour employment under this Agreement, you shall not be entitled to any furthergrants of stock options nor shall you be entitled to any further participationin any other incentive plan of the DRAXIS Group other than as specifically setforth in this agreement. For all purposes, “termination of your employment” and“termination date” shall be the final day of employment with DRAXIS, and shallnot be deemed to include any period during which you may be entitled tostatutory notice, statutory termination pay or any contractual or common lawnotice period and in particular, shall not be deemed to include the noticeperiod identified in Sections 15(b) (1) or 15(c) (1) (C).

 

# **16.**          FAIR AND REASONABLE

# ** **

The parties confirm that the notice requirements andpay in lieu of notice provisions set out above in Section 15 are fair andreasonable and that no further notice or payments of any kind are owed orrequired. The parties agree that upon any termination of this Agreement byDRAXIMAGE or upon any termination of this Agreement by you, that you shall haveno action, cause of action, claim or demand, either statutory or at common law,against the DHI Group or any other Person as a consequence of such termination.

 

# **17.**          RETURN OF PROPERTY

# ** **

In the event your employment with DRAXIMAGE isterminated for any reason, including resignation or retirement, you willimmediately return all DRAXIMAGE property in your possession or under yourcontrol.

 

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# **18.**          PROVISIONS OPERATING FOLLOWINGTERMINATION

# ** **

Notwithstanding any termination of your employmentwith or without serious reason, Sections 13, 14, 15, 16, 19 and any provisionof this Agreement necessary to give it efficacy shall continue in full forceand effect following such termination.

 

# **19.**          ACKNOWLEDGEMENT

# ** **

You acknowledge that the DHI Group shall not, for anypurpose, including in the event of a subsequent termination, be required torecognize or take into account any prior service with your previous employers.

 

# **20.**          LOCATION OF EMPLOYMENT

# ** **

For the purposes of this Agreement and in particularsubsection 15(2), you shall work from an office located within the GreaterMontreal region.

 

# **21.**          SEVERABILITY

# ** **

If any provision of this Agreement is determined to beinvalid or unenforceable, in whole or in part, such invalidity orunenforceability shall attach only to such provision or part thereof and theremaining part of such provision and all other provisions hereof shall continuein full force and effect.

 

# **22.**          NOTICE

# ** **

Any notice to be given in connection with thisAgreement shall be given in writing and may be given by personal delivery or byregistered mail addressed to the recipient as follows:

 

To:          Jean-Pierre Robert

***

***

 

To:          DRAXIS Specialty Pharmaceuticals Inc.

C/o DRAXIS Health Inc.

6870 Goreway Drive, 2nd Floor

Mississauga, Ontario

L4V 1P1

Attention: President and Chief Executive Officer

 

And a copy to the General Counsel and Secretary

**DRAXIS HEALTH INC.**

16751 Trans Canada Highway

Kirkland, Québec

H9H 4J4

Fax No: (514) 630-7159

 

or suchother address or individual as may be designated by notice by either party tothe other. Any notice given by personal delivery or by fax shall be deemed tohave been given on the day of actual delivery and, if made or given byregistered mail on the third day, other than a Saturday, Sunday or a statutoryholiday in Quebec and/or Ontario, following the deposit thereof in the mail.

 

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# **23.**          GOVERNING LAW

# ** **

This Agreement shall be governed by and construed inaccordance with the laws of the Province of Québec.

 

# **24.**          BENEFIT OF AGREEMENT

# ** **

This Agreement shall enure to the benefit of and bebinding upon your heirs, executors, administrators and legal personalrepresentatives and the successors and assigns of DRAXIMAGE respectively.

 

# **25.**          ENTIRE AGREEMENT

# ** **

This Agreement and its Schedules constitute the entireagreement between the parties with respect to your terms and conditions ofemployment and cancel and supersede any prior understandings and agreementsbetween the parties to this Agreement. There are no representations,warranties, forms, conditions, undertakings or collateral agreements expressed,implied or statutory between the parties other than as expressly set forth inthis Agreement and its Schedules. You waive any right to assert a claim in tortbased on any pre-contractual representations, negligent, or otherwise, made bythe DHI Group.

 

# **26.**          LANGUAGE

# ** **

Theparties hereto have expressly required that this Agreement, its Schedules andany notice or document relating thereto be drafted in the English language only.Les parties auxprésentes ont expressément exigé que la présente Convention, ses annexes ainsique tout avis ou document s’y rattachant soient rédigés en langue anglaiseseulement.

 

To acknowledge that the terms of employment asexpressed in this Agreement are acceptable to you, please execute the enclosedcopy of this letter as indicated below and return it to me at your earliestopportunity.

 
|   | Yours  truly,                                                                                                                                             |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                      |
|   | **DRAXIMAGE, A DIVISION OF**                                                                                                                              |
|   | **DRAXIS SPECIALTY PHARMACEUTICALS INC.**                                                                                                                 |
|   |                                                                                                                                                      |
|   |                                                                                                                                                      |
|   | Per:                                                                                                                                                      | /s/  Martin Barkin |   |
|   | Martin  Barkin, M.D., F.R.C.S.C.                                                                                                                          |
|   | Chairman  of the Board of Directors of DRAXIMAGE, a  division of DRAXIS Specialty Pharmaceuticals Inc. and  Chief Executive Officer of Draxis Health Inc. |
|        |                                                                                                                                                           |  |  |

 

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I accept the above-noted terms of employment withDRAXIMAGE, a division of DRAXIS Specialty Pharmaceuticals Inc. as President, Iagree to comply with and be bound by the terms of employment outlined in thisAgreement.

 
| Dated at Montréal, the 22nd day of April, 2005. |                |
|------------------------------------------------------|---------------------|
|                                                 |                |
|                                                 |                |
|                                                 |                | /s/ Jean-Pierre Robert |   |
| Witness                                              | Jean  Pierre Robert |
|                                                      |                     |  |  |

 

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