## **Exhibit 4.62**

## **DRAXIS Health Inc.**

## **Charter of The Audit Committee**

**Purpose**

The primary function ofthe audit committee (the “Audit Committee”) of the board of directors (the “Board”)of DRAXIS Health Inc. (the “Corporation”) is to assist the Board in fulfillingits oversight responsibilities by:

·                  Reviewingthe integrity of the consolidated financial statements of the Corporation;

·                  Recommendingto the Board the appointment of the Independent Registered CharteredAccountants and review the Independent Registered Chartered Accountants’qualifications and independence;

·                  Reviewingthe performance of the Corporation’s Independent Registered CharteredAccountants;

·                  Reviewingthe timely compliance by the Corporation with all legal and regulatoryrequirements for audit and related financial functions of the Corporation;

·                  Reviewingfinancial information contained in public filings of the Corporation prior tofiling;

·                  Reviewingearnings announcements of the Corporation prior to release to the public andany other press release containing financial information;

·                  Overseeingthe Corporation’s systems of and compliance with internal financial controlsand management’s reporting on internal controls and risk management;

·                  Reviewingthe Corporation’s auditing, accounting and financial reporting processes; and

·                  Dealingwith all complaints regarding accounting controls and auditing matters.

Consistent withthis function, the Audit Committee should encourage continuous improvement of,and should foster adherence to, the Corporation’s policies, procedures andpractices at all levels.

**Approvalof Charter**

This AuditCommittee charter requires approval by the Board.

Future changes tothis charter require approval by the Board based on the recommendation of theAudit Committee.

**Structure and Composition**

The AuditCommittee shall consist of no fewer than three members.

The members of theAudit Committee shall: (i) be free from any relationship that, in the opinionof the Board, would interfere with the exercise of his or her independentjudgment as a member of the Audit Committee; and (ii) meet the independence andexperience requirements of all applicable corporate, exchange and securitiesact rules and

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regulations in theUnited States and Canada (the “Regulations”) including, but not limited to:

·                  theSarbanes-Oxley Act of 2002 (the “Act”);

·                  theSecurities Exchange Act of 1934 (the “Exchange Act”);

·                  therules and regulations of the Securities and Exchange Commission (the “SEC”);

·                  theNASDAQ Stock Market, Inc. (“NASDAQ”);

·                  theToronto Stock Exchange (“TSX”); and

·                  Canadiannational and provincial securities rules and regulations.

All members of theAudit Committee shall be “financially literate” as such term is defined by theRegulations.

At least onemember of the Audit Committee shall be a “financial expert” as such term isdefined by the Regulations. Determinations as to whether any particular memberof the Audit Committee satisfies this requirement shall be made by the Board.

The members of theAudit Committee shall be appointed by the Board annually on the recommendationsof the Nominating and Corporate Governance Committee or until successors areduly elected.

The Board shallnormally designate the Chair of the Audit Committee. In the event that a Boarddesignation is not made, the members of the Audit Committee shall elect a Chairby majority vote of the full Audit Committee membership.

In the event thatthe Chair of the Audit Committee does not attend a meeting of the AuditCommittee, the members of the Audit Committee shall elect a temporary Chair forsuch meeting by majority vote of the members in attendance at the meeting.

Once appointed,Audit Committee members shall cease to be a member of the Audit Committee onlyupon:
| (i)    |   | resignation from the Board;                                                         |
|--------|--------|-------------------------------------------------------------------------------------|
|   |   |                                                                                |
| (ii)   |   | death;                                                                              |
|   |   |                                                                                |
| (iii)  |   | disability, as determined by an independent  physician retained by the Board; or    |
|   |   |                                                                                |
| (iv)   |   | not being re-appointed pursuant to the annual  appointment process described above. |

 

Members of theAudit Committee shall not simultaneously serve on the audit committees of morethan two other public companies.

**Meetings**

The AuditCommittee shall meet as often as it determines necessary in fulfilling itsduties, but not less frequently than quarterly.

Greater than 50%of Audit Committee membership is required for meeting quorum.

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The AuditCommittee shall meet separately on a periodic basis with management, theinternal audit if such function is created and the Independent RegisteredChartered Accountants in separate committee sessions.

The AuditCommittee may request any officer or employee of the Corporation or theCorporation’s outside counsel or Independent Registered Chartered Accountantsto attend a meeting of the Audit Committee or to meet and consult with anymembers of the Audit Committee.

Meetings of theAudit Committee shall normally be attended by the CEO and CFO of theCorporation and representatives of the Independent Registered CharteredAccountants. Others may also attend meetings as the Audit Committee mayrequest.

**Resolutions**

Resolutions of theAudit Committee shall require approval by a simple majority of members votingon such resolution.

### **Remuneration**

Members of theAudit Committee and the Chairman of the Audit Committee shall receive suchremuneration for their service on the Audit Committee as the Board maydetermine from time to time.

No member of theAudit Committee may earn fees from the Corporation or any of its subsidiariesother than fees for acting as a member of the Board or of any Board committee(which may include cash and/or shares or options or other in-kindconsideration).  For greater certainty,no member of the Audit Committee shall accept directly or indirectly, anyconsulting, advisory or other compensatory fee from the Corporation.

**Responsibilitiesand Duties**

***i)******                Minutes***

The Audit Committee shall provide minutes from eachmeeting held and such minutes shall be made available to all members of theBoard.

***ii)******            Independent RegisteredChartered Accountants***

With respect to the Corporation’s Independent RegisteredChartered Accountants the Audit Committee shall:

·                  havethe sole authority to recommend to the Board the appointment or replacement ofthe Independent Registered Chartered Accountants (subject, if applicable, toshareholder approval)

·                  havethe Independent Registered Chartered Accountants report directly to the AuditCommittee

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·                  meetwith the Independent Registered Chartered Accountants prior to the annual auditto discuss the planning, scope and staffing of the audit

·                  bedirectly responsible for establishing the compensation of the IndependentRegistered Chartered Accountants, subject to applicable board and shareholderapproval

·                  reviewthe interim and year-end letters of representation provided to the IndependentRegistered Chartered Accountants by management of the Corporation

·                  approvethe selection of the senior audit partners having primary responsibility forthe audit

·                  ensurethe periodic rotation of the senior audit partners having primaryresponsibility for the audit and the audit partner responsible for reviewingthe audit as required by law

·                  atleast on an annual basis, evaluate the qualifications, performance andindependence of the Independent Registered Chartered Accountants and the senioraudit partners having primary responsibility for the audit, includingconsidering whether the auditor’s quality controls are adequate and requiringthe Independent Registered Chartered Accountants to submit on a periodic basisto the Audit Committee a formal written statement delineating all relationshipsbetween the Independent Registered Chartered Accountants and the Corporationwith a view to evaluating and making recommendations to the Board with respectto any disclosed relationship that may impact the objectivity and theindependence of the Independent Registered Chartered Accountants.

·                  obtainand review a report from the Independent Registered Chartered Accountants atleast annually regarding: (i) the Independent Registered Chartered Accountants’internal quality-control procedures, (ii) any material issues raised by themost recent internal quality-control review, or peer review, of the firm, orraised by any inquiry or investigation by governmental or professionalauthorities within the preceding five years respecting one or more independent auditscarried out by the firm, (iii) any steps taken to deal with any issues, and(iv) all relationships between the Independent Registered Chartered Accountantsand the Corporation

·                  reviewand approve the Corporation’s hiring policies regarding partners, employees,former partners or former employees of the Independent Registered CharteredAccountants or a previous Independent Registered Chartered Accountants of theCorporation

·                  unlessthe Audit Committee adopts pre-approval policies and procedures in conformitywith the Regulations, pre-approve all auditing services and permitted non-auditservices (including fees and terms thereof) to be performed for the Corporationor its subsidiaries by its Independent Registered Chartered Accountants ordelegate such approval authority to one or more of its members who shall reportpromptly to the Audit Committee

·                  overseethe work of the Independent Registered Chartered Accountants, including theresolution of disagreements between management and the Independent RegisteredChartered Accountants regarding financial reporting and the review of anyproblems experienced by the Independent Registered Chartered Accountants

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in conducting theaudit, including any restrictions on the scope of the Independent RegisteredChartered Accountants’ activities or any access to requested information.

***iii)******        Internalaudit***

With respect to theCorporation’s internal audit function, if such function is created, the AuditCommittee shall:

·                  Reviewand make recommendations to the Board regarding the annual audit plan, annualbudgets, resources and the reports of the internal audit;

·                  Reviewperiodically the appointment and the mandate for the internal audit;

·                  Reviewthe annual performance review of the internal audit;

·                  Reviewthe objectivity of the Corporation’s internal audit function;

·                  Obtainperiodic reports from the internal audit regarding internal audit findings,including the Corporation’s internal controls, and the Corporation’s progressin remedying any material control deficiencies.

***iv)******          Reporting to Board***

The Audit Committee shallmake regular reports to the Board, but not less frequently than quarterly.

***v)******              Financial Reporting***

With respect to the Corporation’s reporting ofunaudited quarterly financial results, the Audit Committee shall:

·                  Priorto their public release and filing with securities regulatory agencies, reviewand discuss with management and the Independent Registered CharteredAccountants the:

·                  earningspress release

·                  consolidatedfinancial statements and notes thereto

·                  management’sdiscussion and analysis

·                  resultsof the Independent Registered Chartered Accountants’ review

The Audit Committee mustbe satisfied that adequate procedures are in place for the review of theCorporation’s public disclosure of financial information extracted or derivedfrom the Corporation’s financial statements and shall periodically assess theadequacy of such procedures

·                  Thereview of the Corporation’s unaudited quarterly financial results shallinclude, but not be limited to:

·                  anysignificant judgments (e.g. estimates and reserves) made in the preparation offinancial statements and the view of each as to the appropriateness of suchjudgments

·                  anysignificant disagreements among management and the Independent RegisteredChartered Accountants in connection with the preparation of financialstatements

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·                  theextent to which changes or improvements in financial or accounting practices,as approved by the Audit Committee, have been implemented

·                  significantfinancial reporting issues and judgments made in connection with thepreparation of the Corporation’s financial statements, including anysignificant changes in the Corporation’s selection or application of accountingprinciples, any major issues as to the adequacy of the Corporation’s internalcontrols and any special steps adopted in light of material controldeficiencies

·                  theCorporation’s use of “pro forma” or “adjusted” non-GAAP information

·                  theCorporation’s use of forward-looking financial guidance

·                  criticalaccounting policies and practices

·                  alternativetreatments of financial information within generally accepted accountingprinciples that have been discussed with management, ramifications of the useof such alternative disclosures and treatments, and the treatment preferred bythe Independent Registered Chartered Accountants

·                  anywritten communications between the Independent Registered Chartered Accountantsand management (e.g. management letters, schedule of unadjusted differences)

·                  theeffect of regulatory and accounting initiatives as well as off-balance sheetstructures on the Corporation’s financial statements

·                  managementcertifications of reports filed by the Corporation pursuant to the Regulations

·                  integrityof the Corporation’s financial reporting processes

·                  anycorrespondence with regulators or governmental agencies and any publishedreports which raise material issues regarding the Corporation’s financialstatements or accounting policies

·                  Recommendto the Board whether the unaudited financial results should be approved by theBoard

***vi)******          Year-End Audit***

With respect to the Corporation’s annual audit, theAudit Committee shall:

·                  Priorto their public release and filing with securities regulatory agencies, reviewand discuss with management and the Independent Registered CharteredAccountants the:

·                  earningspress release

·                  financialstatements and notes thereto for consolidated and separate entities

·                  management’sdiscussion and analysis

·                  resultsof the Independent Registered Chartered Accountants’ audit

·                  Thereview of the Corporation’s audited financial results, shall include, but notbe limited to:

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·                  allmatters described above with respect to unaudited quarterly financial results

·                  resultsof the Independent Registered Chartered Accountants’ audit

·                  mattersrequired to be discussed by Statement on Auditing Standards No. 61 relating tothe conduct of the audit, including any difficulties encountered in the courseof the audit work, any restrictions on the scope of activities or access torequested information, and any significant disagreements with management

·                  averbal and/or written report, as appropriate, from the Independent RegisteredChartered Accountants describing (i) all critical accounting policies andpractices to be used, (ii) all alternative treatments of financial informationwithin generally accepted accounting principles that have been discussed withmanagement, ramifications of the use of such alternative disclosures andtreatments, and the treatment preferred by the Independent Registered CharteredAccountants, and (iii) other material communications between the IndependentRegistered Chartered Accountants and management, such as the annual managementletter or schedule of unadjusted differences

·                  Recommendto the Board whether the audited financial results should be approved by theBoard

***vii)******      Annual Proxy Statement***

The Audit Committee shall issue the reports requiredof the Audit Committee to be included in the Corporation’s annual proxystatement.

***viii)******  Regulatory Filings***

The Audit Committee shall review and recommend to theBoard the approval of all documents filed with securities regulatory agenciesincluding, but not limited to:

·                  annualreport

·                  Form20-F

·                  prospectuses

·                  managementproxy circulars

***ix)******         “Whistle Blower” andRelated Procedures***

The Audit Committee shall have procedures for thereceipt, retention and treatment of complaints received by the Corporationregarding accounting, internal accounting controls or auditing matters and forthe confidential, anonymous submission by employees of the Corporation ofconcerns regarding questionable accounting or auditing matters.

***x)******             Fraud***

Management shall report to the Audit Committee on atimely basis all discovered incidents of fraud within the Corporation,regardless of monetary value.

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***xi)******         Related PartyTransactions***

The Audit Committee shall review and, if appropriate,approve, together with the other independent members of the Board, allrelated-party transactions including those between the Corporation and itsofficers or directors.

***xii)******     Legal Matters***

The Audit Committee shall review with management, andif necessary, the Corporation’s counsel, any legal matter which couldreasonably be expected to have a material impact on the Corporation’s financialstatements or accounting policies.

***xiii)******             Risk Management***

The Audit Committee shall discuss with management theCorporation’s major financial risk exposures and the steps management has takento monitor and control such exposures, including the Corporation’s riskassessment and risk management policies including the use of derivativefinancial instruments.  Areas to beconsidered in this respect include, but are not limited to:

·                  insurancecoverage

·                  foreigncurrency exposure

·                  interestrate exposure

·                  postretirement obligations, if appropriate.

***xiv)******   Internal Controls***

The Audit Committee shall review and assess theCorporation’s system of internal controls, control culture, and risk assessmentand control activities, shall ensure that management has designed andimplemented an appropriate internal control system and review management’sresponse to significant internal control recommendations of the IndependentRegistered Chartered Accountants.

***xv)******       Corporate Knowledge***

The Audit Committee shall strive to expand continuallyits knowledge of the Corporation’s activities.

***xvi)******   Review of Charter***

The Audit Committee shall review and reassess theadequacy of this Charter annually.

***xvii)******           Self Assessment***

The Audit Committee shall annually review the AuditCommittee’s own performance.

***xviii)******       Financial Guidance***

In addition to its review of quarterly financialreports, the Audit Committee shall review any other form of forward-lookingfinancial guidance prior to issuance by the Corporation.

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***xix)******  Other***

The Audit Committee shall undertake any otheractivities consistent with this Charter, the Corporation’s by-laws andgoverning law, that the Audit Committee or the Board deem necessary orappropriate.

**Authority**

The AuditCommittee shall have the authority, to the extent it deems necessary orappropriate, to retain independent legal, accounting or other advisorsincluding consulting with the national office of the Independent RegisteredChartered Accountants. The Corporation shall provide for appropriate funding,as determined by the Audit Committee, for payment of compensation to theIndependent Registered Chartered Accountants for the purpose of rendering orissuing an audit report and to any advisors employed by the AuditCommittee.  The Audit Committee shallhave the authority to set and pay the compensation for any advisors employed byit.

The procedure toengage counsel or other experts will be as follows: the member of the Committeewho wishes to engage counsel or an expert will have to advise the Chair of theCommittee that he wishes to do so.  The Chairof the Committee will then call a meeting of the Committee to discuss therequest and to set up the scope of the engagement.  The Chair will also advise the Board Chair ofany such engagement.  The Audit Committeeshall have the authority to communicate and meet directly with each of theIndependent Registered Chartered Accountants, the internal audit, if suchfunction is created, and management.

**Limitation**

While the AuditCommittee has the responsibilities and power set forth in this Charter, it isnot the duty of the Audit Committee to plan or conduct audits or to determinethat the Corporation’s financial statements and disclosures are complete andaccurate and are in accordance with generally accepted accounting principlesand applicable rules and regulations.  Theseare the responsibilities of management and the Independent Registered CharteredAccountants.

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