**Exhibit 4.61**

**DRAXIS HEALTH INC.**

# **TERMS OFREFERENCE FOR THE CHIEF EXECUTIVE OFFICER**

| **Title:**      | Chief Executive Officer                                                                                                                                                                                                        |
|-----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **      |                                                                                                                                                                                                                           |
| **Reports to:** | The Board of Directors (“Board”) of the Corporation  and maintains open communication with the Chair of the Board.                                                                                                   |
| ** **      |                                                                                                                                                                                                                           |
| **Function:**   | Provides overall leadership and vision in  developing, in concert with the Board, the strategic direction of the  Corporation, and in developing the strategies and business plans necessary to  realize corporate objectives. |

 

Manages the overallbusiness to ensure strategic and business plans are effectively implemented,the results are monitored and reported to the Board, and financial andoperational objectives are attained.

**Key Authorities and Responsibilities:**

**A.**            GeneralFunctions

1.             Provideseffective leadership to the management and the employees of the Corporation andestablishes an effective means of control and co-ordination for all operationsand activities.

2.             Fostersa corporate culture that promotes ethical practices, integrity and a positivework climate, enabling the Corporation to attract, retain and motivate qualityemployees.

3.             Keepsthe Board fully informed on all key aspects of the Corporation’s operationaland financial affairs, and on all matters of significant relevance to theCorporation.  This includes externalitems emanating from governments and regulators on issues such as fiscal andmonetary policies, legislation, etc.

4.             Developsand maintains a sound, effective organizational structure and implements programsto address management succession issues. Reports regularly to the Board on these matters and officers’performance.

5.             Ensuresthat effective communications and appropriate relationships are maintained withthe shareholders of the Corporation, other stakeholders and the media.

6.             Develops annualcapital commitment and capital expenditure budgets for approval by the Board.

7.             Meets periodicallywith the Chair of the Board to optimize the liaison function and ensureefficient communication between management and the Board.

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**B.**            Strategy/Risks

1.             Developsand recommends to the Board strategic plans to ensure the Corporation’sprofitable growth and overall success. This includes updating and making changes to strategic plans as requiredand involving the Board in the early stages of developing strategy.

2.             Identifies,in conjunction with other senior officers, the key risks with respect to theCorporation and its businesses and reviews such risks and strategies for riskmanagement with the Board.

3.             Ensuresthat procedures and processes are implemented to adequately safeguard andmaintain the assets of the Corporation.

**C.**            FinancialReporting

1.             Overseesthe quality and timeliness of financial reporting.  Reports to the Board, in conjunction with theChief Financial Officer, on the fairness and adequacy of the financialreporting of the Corporation to its Shareholders.

2.             Ensures,in conjunction with the Chief Financial Officer, that the annual and interimfilings of the Corporation do not contain any misrepresentations and that theannual and interim financial statements fairly present, in all materialsrespects, the financial condition, results of operations and cash flows of theCorporation , and provides any related certifications required by applicable legislationor corporate governance rules.

3.             Supervisesthe design of, implements, maintains and periodically evaluates, in conjunctionwith the Chief Financial Officer, the effectiveness of (i) internal controls toprovide reasonable assurances that the financial statements of the Corporationare fairly presented in accordance with generally accepted accountingprinciples and (ii) disclosure controls and procedures to provide reasonableassurances that material information relating to the Corporation is made knownto the Chief Executive Officer by others within the Corporation.  Reports any deficiencies in such controls andprocedures to the Audit Committee.

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