**Exhibit4.45**

 

June 23, 2004

 

 

**BYPERSONAL DELIVERY**

 

Dr. Martin Barkin

54 Old Forest Hill Road

Toronto, Ontario  M5P 2P9

 

#### **Re:Employment Agreement**

 

Dear Dr. Barkin:

 

By this letter we herebyconfirm that your employment agreement with Draxis Health Inc. dated April 15,1999, as amended by letter dated June 14, 2000 and further amended by letterdated September 24, 2003 (the “Employment Agreement”) is amended as follows:

 

•                  By deleting Section 16(d) andreplacing it with the following Section 16(d):

 

#### **(d)           Termination Payment Following aChange of Control**

 

(1)           In accordance withsection 16(d) (2) below, if there is a Change of Control (as hereinafterdefined) you shall be entitled to the following:

 
| A. |   | the  amounts of any unpaid Base Salary earned up to and including date of  termination;                                                                                                                                                                                                                                                                                                                                                                         |
|----|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| B. |   | any  unpaid vacation pay earned up to and including date of termination;                                                                                                                                                                                                                                                                                                                                                                                        |
| C. |   | a lump sum amount, equal to: (A) five times your  then current Base Salary in effect immediately prior to the date of the  Change of Control: and (B) five times the amount paid to you, for the  preceding calendar year immediately prior to the date of the Change of  Control, as a discretionary bonus; and (C) five times the then current annual  amount paid to you for your company car lease immediately prior to the date  of the Change of Control; |
| D. |   | any  additional statutory obligations imposed by the *Act  Respecting Labour Standards*;                                                                                                                                                                                                                                                                                                                                                                        |
| E. |   | the right to exercise all stock options and other  securities including those not then otherwise exercisable as provided for  below.                                                                                                                                                                                                                                                                                                                            |

 

The payments referred to inparagraph 16(d), above, shall be guaranteed and shall not be subject to set offor deduction as a result of your obtaining alternate employment followingtermination or otherwise mitigating any damages arising from termination.  Further, notwithstanding paragraph 16(d) (1)(D) above, the payment referred to in paragraph 16(d) (1) (C) above, isinclusive of all statutory payments, including statutory termination andseverance, which may be owed to you following termination.  However, the RCA Payments made as at and/orsubsequent to the date of termination shall be deducted from the lump sumamount payable pursuant to 16(d)(1)(C).

 

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The amounts paid to you pursuant to this paragraph shall be subject toall required deductions.

 

For the purposes of this Agreement, a Change of Control shall be deemedto occur in the following circumstances.

 

Inthe event that at any date following the date of signature hereof:

 

(i)            any change in the ownership as ofthe date hereof, direct or indirect, of the outstanding shares of theCorporation as a result of which an individual, partnership, association,trust, unincorporated organization, (“Person”) or group of Persons, hold sharesand/or other securities in excess of the number which, directly or followingconversion or exercise thereof,will entitle the holders thereof to cast 20% or more of the votes attaching toall such shares and/or other securities of Draxis which may be cast to electthe directors of Draxis; or

 

(ii)                                  the sale, transfer or any manner ofdisposition of 50% or more of the assets of Draxis to an arm’s length Person;

 

and the Board of Directors of Draxis (the “Board of Directors”)recommends acceptance of such offer to the Shareholders of Draxis (the “Shareholders”)or, if the Board of Directors has made no recommendation, the Shareholders haveapproved or accepted the proposed transaction, then any option, includingoptions not then otherwise exercisable held by the you, shall becomeimmediately exercisable upon the issuance of the recommendation of the Board ofDirectors or the approval or acceptance of the Shareholders, as the case maybe.

 

For greater clarity, no provision in this employment agreement shall bedeemed to supersede any provision of the Stock Option Plan of Draxis, asamended from time to time, with respect to the right to exercise options heldby the employee in certain circumstances.

 

(2)           Except for theability to exercise all stock options upon a Change of Control as provided inparagraph 16(d)(1)(E), the payments and entitlements outlined inparagraph 16(d) (1) shall become due and payable if, and only if:

 
| A.     |   | there  has been a Change of Control; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| B.     |   | within  12 months following any Change of Control:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   | (i)                                  your  employment is terminated without cause by Draxis or by any successor employer  to Draxis, as the case may be; or

(ii)                               by  its conduct as described below, Draxis or any successor employer to Draxis,  as the case may be, constructively terminates your employment by:

•                  relocating  without just cause the position and/or location of your principal office more  than 20 kilometers from the location of your office on the date immediately  prior to the Change of Control, without your consent; or

•                  materially  reducing without just cause your title, reporting relationship,  responsibilities or authority without your consent; or

•                  reducing  without just cause the salary paid to you by the successor employer or  terminating without just cause or |

 

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|   |   | materially reducing without just cause the value of  your benefit programs, including, but not limited to, life insurance  benefits, accidental death and dismemberment benefits, long term disability  benefits, extended health coverage and dental benefits, which are referred to  in Section 3 above; |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| C.     |   | and,  you elect in writing to receive the payments outlined in Section 16(d)(1)                                                                                                                                                                                                                            |

 

•                  By deleting Section 16(h) andreplacing it with the following section 16(h):

 

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

Upon terminationof your employment under this Agreement, you shall not be entitled to anyfurther grants of stock options nor shall you be entitled to any furtherparticipation in any other incentive plan of the Draxis Group other than asspecifically set forth in this agreement. For all purposes, “termination ofyour employment” and “termination date” shall be the final day of employmentwith Draxis, and shall not be deemed to include any period during which you maybe entitled to statutory notice, statutory termination pay or any contractualor common law notice period and in particular, shall not be deemed to includethe notice period identified in Sections 16(c) (1) or 16(d) (1) (C).

 

All of the other termsand conditions of your Employment Agreement, as amended, remain unchanged.  We would ask that you confirm your acceptanceof this modification by signing the duplicate of this letter.

 

If you have any questionsconcerning this modification, please do not hesitate to communicate with theundersigned.

 

Regards,

 

**DRAXIS HEALTH INC.**

 

 

Brian King.

Chair, Board of Directorof

Draxis Health Inc.

 

 

I hereby confirm havingread the above mentioned modification to my employment agreement dated April15, 1999, as amended by letter dated June 14, 2000 and further amended byletter dated September 24, 2003 and hereby confirm my acceptance of saidmodification.

 

Signed this       day of              ,2004 at                  .

 
|                   |   |
|------------------------|--------|
| **Dr.  Martin Barkin** |

 

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