**Exhibit 4.66**

 

**DRAXISHEALTH INC.**

 

 

**TERMSOF REFERENCE FOR THE NON-EXECUTIVE CHAIR**

 
| **Title:**       |   | Chair of the Board                                                                                                                                                                                                           |
|------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **       |   |                                                                                                                                                                                                                         |
| **Appointment:** |   | The Chair of the Board serves at the pleasure of the Board of  Directors (the “Board”) and shall be appointed annually. The Chair must be an  independent Director.                                                |
| ** **       |   |                                                                                                                                                                                                                         |
| **Reports:**     |   | The Chair maintains open communication with the Chief Executive  Officer. The Chair has unfettered two-way communication with all senior  officers.                                                                          |
| ** **       |   |                                                                                                                                                                                                                         |
| **Function:**    |   | The Chair’s primary role includes ensuring that the  Board functions properly, that it meets its obligations and responsibilities,  and that its organization and mechanisms are in place and are working  effectively. |

 

**KeyResponsibilities:**

 

1.                                       Provides leadership to the Board ofDirectors with respect to its functions as described in the Board’s writtenmandate and as otherwise may be appropriate, including overseeing the logisticsof the operations of the Board.

 

2.                                       Chairs meetings of the Corporation’s Boardand meetings of Shareholders.

 

3.                                       Ensures that the Board meets on a regularbasis and at least quarterly and that the Board meets at every regularly scheduled Board meeting without management present.

 

4.                                       In consultation with the Chief ExecutiveOfficer, establishes a calendar for holding meetings of, and sets the agendasfor the meetings of, the Board and the Shareholders.

 

5.                                       In collaboration with the Chief ExecutiveOfficer and the Secretary, ensures that agenda items for all Board, BoardCommittee, and Shareholder meetings are ready for presentation and thatadequate information is distributed to Directors in advance of such meetings inorder that Directors may properly inform themselves on matters to be acted uponand ensures that there will be timely distribution of minutes that are to bedistributed to all Board members.

 

6.                                       Acts as liaison and maintains communicationwith all Directors and Board Committee Chairs to optimize and co-ordinate inputfrom Directors, and optimizes effectiveness of the Board and Board Committees.

 

7.                                       Ensures that the Board receives adequateand regular updates from the Chief Executive Officer on all issues important tothe business and affairs of the Corporation.

 

 

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8.                                       Meets periodically with the Chief ExecutiveOfficer and the Secretary to optimize the liaison function and ensure efficientcommunication between management and the Board.

 

9.                                       At the request of the President and ChiefExecutive Officer, provides assistance on major policy issues such asacquisitions, divestitures, and new strategic initiatives and when requested bythe President and Chief Executive Officer, represent the Board and/or theCompany in conducting such initiatives with a third party.

 

 

 

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