**Exhibit 4.75**

March 3, 2008

 

**PERSONAL &CONFIDENTIAL**

 

Mr. Jean-Pierre Robert

***

 

# **1.**                                      EMPLOYMENT

 

Since May 8, 2005, youhave been employed with DRAXIMAGE, a division of DRAXIS SpecialtyPharmaceuticals Inc.  On July 20,2007, you became President of DRAXIS Specialty Pharmaceuticals Inc. (“DSPI”).As of January 1, 2008, you shall have been employed with DRAXIS HealthInc. (“DRAXIS”) as its Chief Operating Officer. You also retain the office of President of DSPI on the terms andconditions contained in this Agreement. You will report to the President & Chief Executive Officer ofDRAXIS.  As Chief Operating Officer ofDRAXIS and President of DSPI, you shall be responsible for DRAXIS’ and DSPI’sday-to-day operations.  You will also bea member of DRAXIS’ Executive Committee (“EC”) and will be expected to enterinto a cooperative working relationship with the other members of the EC.  In addition, you will perform any additionalemployment responsibilities assigned to you by the President & ChiefExecutive Officer of DRAXIS from time to time, provided that suchresponsibilities are consistent with the executive nature of the position.

 

# **2.**                                      BASE SALARY

 

DRAXIS will pay to youduring the term of this Agreement, effective January 1, 2008, a grosssalary of $400,000 per annum (“Base Salary”), payable semi-monthly, in arrears,in 24 equal instalments of $16,667.  ThisBase Salary will be reviewed each year thereafter, in accordance with DRAXIS’sregular administrative practices of salary review applicable to the executiveofficers of DRAXIS.  Any salary increasesshall be determined on merit on the recommendation of the President &Chief Executive Officer of DRAXIS and approval of the Board of Directors ofDRAXIS.  The President & ChiefExecutive Officer of DRAXIS will inform you of any increases, if any, in yoursalary in advance of the implementation date.

 

As an officer of DRAXIS, youwill be provided and have paid for directors’ and officers’ liability insuranceand in any event DRAXIS will indemnify and save you harmless from any actionarising within the scope of your employment responsibilities for DRAXIS, andits Affiliates (as such term is defined in the *CanadaBusiness Corporations Act*) (“Affiliates”) [hereinaftercollectively referred to as the “DRAXIS Group”]

 

# **3.**                                      BENEFITS

 

You will be entitled toparticipate in all benefit plans which the DRAXIS Group shall, from time totime, make available to its executive employees, subject to applicableeligibility rules thereof.  Thebenefits currently offered are:

·                  major medical

 

**DRAXIS HEALTH INC./SANTÉ DRAXIS INC**

**16751 Trans Canada Highway, Kirkland, Québec, Canada H9H 4J4 Tél: (514)694-8220 Fax: (514) 694-8201**

 

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·                  drug

·                  dental

·                  group life

·                  short and long termdisability

·                  accidental death anddismemberment

 

You will also be entitled to an amount of up to 5%of your Base Salary, which exact percentage shall be determined from year toyear in lieu of participation in DRAXIS’ Retirement Savings Program (the “DRSPAmount”).

 

# **4.**                                      STOCK OPTION PLAN

 

Subject to DRAXISBoard of Directors’ approval, you will be eligible to participate in the 2006Stock Option Plan, copy thereof provided herewith as Schedule “A”, which DRAXISshall, from time to time, make available to employees, in accordance with theterms and conditions of said plan.  Youhave agreed to accept a payment of CDN$50,000 less applicable withholding taxespayable as of the date hereof in lieu of granting you 50,000 DRAXIS Healthoptions which would have expired seven (7) years from the date of grant.

 

# **5.**                                      DEFERRED SHARE UNIT PLAN

 

You will beeligible to participate in DRAXIS’ Deferred Share Unit Plan, in accordance withthe terms and conditions of that plan, a copy thereof provided herewith asSchedule “B”.  The Deferred Share UnitPlan has been established to provide selected employees of DRAXIS and itsAffiliates with the opportunity to acquire share equivalent units convertibleto cash or common shares of DRAXIS.

 

# **6.**                                      LONG TERM INCENTIVE PROGRAMS

 

You will retain youreligibility to participate in the DRAXIMAGE Long Term Incentive Plan, the wholein accordance with the terms and conditions of that plan, as described in youremployment agreement dated April 21, 2005.

 

You will also be eligible toparticipate in the 2008 DRAXIS Pharma Long Term Equity Incentive Plan inaccordance with the terms set forth in Schedule “C” attached herewith.  The Grant Date for this Plan will be as of September 1,2007.

 

# **7.**                                      DISCRETIONARY BONUS

 

The Board of Directors ofDRAXIS, in its sole discretion and upon recommendation of the President &Chief Executive Officer of DRAXIS, based on the Bonus and Objectives Plan thatis in force for all senior executives of DRAXIS, may declare a bonuspayable.  Such bonus payment is notguaranteed and payment of a discretionary bonus in any prior year is not apromise or guarantee of payment in subsequent years.  Further, to receive any discretionary bonuspayment, should one be declared, you must be actively employed on December 31stof the calendar year for which the bonus is declared.  Actively employed does not include any periodof time for which you are receiving severance payments under this Agreement orby application of the law.  Should adiscretionary bonus be declared, you may be eligible to receive an amount up toa maximum equivalent to 40% of your Base Salary, or such other amount as may bedetermined by the Board, in its sole discretion.

 

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# **8.**                                      MEMBERSHIPS AND PUBLICATIONS

 

DRAXIS will pay all professional memberships, duesand levies deemed necessary by the President and Chief Executive Officer ofDRAXIS to the conduct of your position.

 

# **9.**                                      VACATION

 

You shall be entitled to four (4) weeksvacation per annum to be taken at a time or times acceptable to the Presidentand Chief Executive Officer of DRAXIS, having regard to the operations of thebusiness.  There shall be no vacationtime carried over from one calendar year into the following calendar year,unless previous authorization has been received from the President and ChiefExecutive Officer of DRAXIS.

 

# **10.**                               EXPENSES

 

DRAXIS 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 DRAXIS and within thepolicies that are enacted from time to time by DRAXIS with respect to executiveexpenses.  For all such expenses youagree you will furnish statements and vouchers as and when required by DRAXIS.

 

DRAXIS agrees to provide you with a BlackBerry and aportable laptop that will remain at all time DRAXIS’s property.

 

DRAXIS 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.**                               DEDUCTIONS

 

All salary and other payments and allowancesoutlined in this Agreement are subject to such withholding and deduction atsource as may be required by law.

 

# **12.**                               EMPLOYEE’S COVENANTS

 

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

 

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

 

You also agree that while employed with DRAXIS youshall not, without the prior written consent of DRAXIS, engage or otherwise beconcerned 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 DRAXIS’s Disclosure and Insider Trading Policy, asamended from time to time, copy thereof provided herewith as Schedule “D” toform an integral part of this Agreement, DRAXIS’s Code of Ethics and BusinessConduct, as amended from time to time, copy thereof provided herewith asSchedule “E” to form an integral part of this Agreement, and all and anyrelevant rules and legislation, such as, without limiting the generalityof the foregoing, the rules on Insider Trading in the *TSX Company Manual*, the *Ontario Securities Act*, the 

 

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*Canada Business Corporations Act,**Quebec Securities Act*and any applicableU.S. legislation.  You acknowledge thatyour senior position with DRAXIS will deem you an insider of DRAXIS andtherefore subject to applicable mandated insider regulatory and company sharetrading policies and restrictions.

 

# **13.**                               CONFIDENTIAL INFORMATION, NON-SOLICITATION ANDNON-COMPETITION

 

**(a)         Non-Disclosureof Confidential Information**

 

As DRAXIS’s Chief Operating Officer and President ofDSPI, you acknowledge that you are creating, having access to, and requireknowledge of confidential and commercially valuable information of the DRAXISGroup, the unauthorized use or disclosure of which could cause the DRAXIS Groupserious and irreparable damage.

 

(1)           “ConfidentialInformation” means all information, and all documents and other tangible thingsrecording any such information, relating to or useful in connection with thebusiness of the DRAXIS Group, whether or not a trade secret within the meaningof the applicable law, which at the time or times concerned is not generallyknown to Competitors (as defined below) and which has been or is from time totime disclosed to or developed by you as a result of your employment withDRAXIS.  Confidential Informationincludes, but is not limited to, the following information of the DRAXIS Group:

** **
| (i)    |   | new products;                                                                                                                                                                                                                                                                                                   |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)   |   | marketing strategies and plans;                                                                                                                                                                                                                                                                                 |
| (iii)  |   | development strategies and plans;                                                                                                                                                                                                                                                                               |
| (iv)   |   | manufacturing processes and technologies;                                                                                                                                                                                                                                                                       |
| (v)    |   | research in progress and unpublished manuals or  know how;                                                                                                                                                                                                                                                      |
| (vi)   |   | regulatory filings;                                                                                                                                                                                                                                                                                             |
| (vii)  |   | identity of and relationship with licensees,  licensors or suppliers;                                                                                                                                                                                                                                           |
| (viii) |   | finances, financial information, financial  management systems;                                                                                                                                                                                                                                                 |
| (ix)   |   | market research;                                                                                                                                                                                                                                                                                                |
| (x)    |   | market experience with products;                                                                                                                                                                                                                                                                                |
| (xi)   |   | customer lists;                                                                                                                                                                                                                                                                                                 |
| (xii)  |   | compensation and benefits provided to employees;                                                                                                                                                                                                                                                                |
| (xiii) |   | any other research, information or documents which  you are told or reasonably ought to know that the DRAXIS Group regards as  proprietary or confidential; and                                                                                                                                                 |
| (xiv)  |   | any legal advice provided to the DRAXIS Group, its  officers, directors, employees or agents during the course or your employment  and any details involving the DRAXIS Group’s position with respect to any  litigation matter or prospective litigation matter which exists at the time  of termination. |

 

(2)           Youagree that you shall hold all Confidential Information in the strictestconfidence, as a fiduciary.  Withoutlimiting such obligation, you shall use Confidential Information only at timesand places designated by the DRAXIS Group in furtherance of the business of theDRAXIS Group.  You shall not, exceptwhere the DRAXIS Group otherwise provides its prior written consent or whererequired by law, directly or indirectly disclose to any Person any ConfidentialInformation, directly or indirectly sell, give, loan or otherwise transfer anyConfidential Information or copy thereof to any Person, publish, lecture on ordisplay any Confidential Information to any Person or use ConfidentialInformation for your own benefit or the benefit of any other Person.

 

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(3)           Yourobligations under this Section shall remain in effect with respect to eachitem of Confidential Information until the date upon which such ConfidentialInformation has been publicly disclosed in a manner properly authorized by theDRAXIS Group or otherwise has become known to Competitors without any breach ofthis Section by you.

 

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

 

(5)           Forpurpose of this Agreement, “Person” shall include individuals, partnerships,associations, trusts, unincorporated organizations and corporations.

 

**(b)           Non-Solicitationand Non-Competition**

 

(1)           Youacknowledge that the pharmaceutical and over-the-counter drug industries arehighly competitive businesses. You are a key executive of DRAXIS, and as aresult of your senior position, you confirm that you have acquired extensivebackground in and knowledge of the DRAXIS Group’s business and thepharmaceutical and over-the-counter drug industries in which the DRAXIS Groupoperates. You further acknowledge that the DRAXIS Group develops and marketsits products on a North American and European basis. More particularly, theDRAXIS Group develops products in Canada and in the eastern part of the UnitedStates comprising the states of Connecticut, Florida, Delaware, Georgia, Maine,Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, NorthCarolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Vermont, Virginia,and West Virginia [hereinafter referred to as the “Territory”]. Accordingly,you agree that in the course of your employment with DRAXIS, and thereafter fora period of one year you shall not, without the prior written authorization ofthe President and Chief Executive Officer of DRAXIS whether as principal, asagent, or as an employee of, or in partnership, or association with any otherPerson, in any manner whatsoever directly or indirectly:

 
| (i)   |   | become employed by or associated or affiliated  with any Competitor of the DRAXIS Group in the Territory in a function  dealing with a product or service, which during the twelve-month period  immediately prior to the termination of this Agreement and your employment  hereunder, for any reason, competed directly with a product or service of the  DRAXIS Group; |
|-------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  |   | seek to employ or encourage others to employ or  otherwise engage employees, agents or subcontractors of the DRAXIS Group (who  are employees, agents or subcontractors on the date this Agreement  terminated) or seek to in any way disrupt their business relationship with  the DRAXIS Group;                                                                         |
| (iii) |   | obtain by any means whatsoever the business of any  Person who at the time of the termination of this Agreement and your  employment hereunder, was a customer of the DRAXIS Group, if to obtain such  business may result in a reduction of that Person’s business with the DRAXIS  Group;                                                                          |
| (iv)  |   | approach any Person who at the time of the  termination of this Agreement and your employment hereunder was a customer of  the DRAXIS Group with the intention of soliciting or enticing the business of  that Person away from the DRAXIS Group.                                                                                                                         |

 

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**(c)           Reasonableness**

 

You agree that the obligations set out in Sections 13(a) and (b) together withyour other obligations under this Agreement are reasonably necessary for theprotection of the DRAXIS Group’s proprietary and business interests and youexpressly agree that:

 
| (i)   |   | the scope of each of the covenants set out in  Sections 13(a) and (b)  above are in all respects, and in particular, in respect of Territory, time  and subject matter, necessary and reasonable;                                                                                     |
|-------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  |   | given your general knowledge and experience, the  obligations contained in this Agreement will not preclude you from becoming  gainfully employed with other employers who are not Competitors following  termination of this Agreement and your employment hereunder for any reason; |
| (iii) |   | your agreement to Sections 13(a) and (b) is a key  incentive to DRAXIS 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 theDRAXIS Group, although it may be difficult for the DRAXIS Group to establishthe monetary value of such damage. You therefore agree that the DRAXIS Groupshall be entitled to injunctive relief, in addition to any other remediesavailable to it, in a court of appropriate jurisdiction in the event of anybreach or threatened breach by you of any of the provisions of this Agreement.

 

# **14.**                               TERMINATION OF EMPLOYMENT

 

#### **(a)****                                 ****Termination by DRAXIS For Serious Reason**

####  

DRAXIS may terminate this Agreement and youremployment hereunder at any time for Serious Reason, as that expression hasbeen interpreted pursuant to the laws of the Province of Québec, without notice and without payment of any kind ofcompensation either by way of anticipated earnings or damages of any kind, itbeing understood that all Base Salary, accrued vacation pay and all expenseclaims with the terms of this Agreement incurred up to the date of terminationshall be payable to you.

 

#### **(b)****                                 ****Termination by DRAXIS Without Serious Reason and WithoutNotice**

####  

DRAXIS 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 (the “Date of Termination”)

 

If your employment is terminated Without SeriousReason and Without Notice pursuant to this Section, DRAXIS shall:

 

1)                                                              (a) ifthe Date of Termination is on or prior to December 31, 2008, pay to you,in a lump sum, pay in lieu of notice equivalent to twelve (12) months of yourthen current Base Salary; or

(b) if theDate of Termination is on January 1, 2009 or thereafter, pay to you, in alump sum, pay in lieu of notice equivalent to twelve (12) months of your thenBase Salary and, notwithstanding 7, an amount equal to thebonus payment you received, if any, in the previous calendar year.

2)                                                              Payto you the prorated portion of the DRSP Amount to the Date of Termination ifthe Date of 

 

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Termination isprior to December 31 (for example: if the Date of Termination is February 28th,you would be entitled to the DRSP Amount owed for the previous year, if notalready paid, and the prorated portion of the DRSP Amount for the period of January 1stto February 28th).

 

3)                                                              Payto you all outstanding vacation pay and any earned but unpaid Base Salary up tothe date of such termination within two weeks of the Date of Termination.

4)                                                              Reimburseyou for any business expenses incurred by you up to and including the Date ofTermination following provision by you of applicable receipts.

5)                                                              Maintaincoverage for six (6) months from the Date of Termination in the DRAXISbenefit plan program (as set forth in Section 3), except for out of countrymedical and short and long term disability which shall cease immediately uponthe Date of Termination.

 

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 suchtermination.  Further, the paymentreferred to in paragraph 1, above, is inclusive of all termination payments thatmay be required by law, including pay in lieu of notice under the *Civil Code of Québec*.

 

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

 

Upon termination of your employment in accordancewith this Section 14(b),you shall return to DRAXIS all stock options, and other securities which havenot vested or accrued during your employment with DRAXIS, the whole inaccordance with the terms and conditions set forth in the option agreements.

 

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

####  

(1)           Inaccordance with section 14(c)  (2) below, if there is a Change of Control (as hereinafterdefined) you shall be entitled to the following:

 

A.                                                           Theamounts of any unpaid Base Salary earned up to and including Date ofTermination;

B.                                                             Anyunpaid vacation pay earned up to and including Date of Termination;

C.                                                             Alump sum amount, equal to: two (2) times your then current Base Salaryimmediately prior to the date of the Change of Control and a lump sum equal totwo (2) times the DRSP Amount to the Date of Termination if the Date ofTermination is prior to December 31 (for example: if the Date ofTermination is February 28th, you would be entitled to the DRSPAmount owed for the previous year, if not already paid, and two (2) timesthe prorated portion of the DRSP Amount for the period of January 1stto February 28th);

D.                                                            Theright to exercise all DRAXIS stock options and other DRAXIS securitiesincluding those not then otherwise exercisable as provided for below.

E.                                                              Reimburseyou for any business expenses incurred by you up to and 

 

 

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including the Date of Termination following provision by you ofapplicable receipts.

F.                                                              Maintaincoverage for six (6) months from the Date of Termination in the DRAXISbenefit plan program (as set forth in Section 3), except for out of country medical and short and long termdisability which shall cease immediately upon the Date of Termination.

 

The payments referred to inSection 14(c),above, shall be guaranteed and shall not be subject to set off or deduction asa result of your obtaining alternate employment following termination orotherwise mitigating any damages arising from termination.  Further, the payment referred to inSection 14(c)(1) (C) above, is inclusive of all termination payments that may berequired by law, including pay in lieu of notice under the *Civil Code of Québec*.

 

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)                                     the acquisitionby any persons acting jointly or in concert (as determined by the *Securities Act* (Ontario)), whetherdirectly or indirectly, of voting securities of the Corporation which, togetherwith all other voting securities of the Corporation held by such persons,constitute in the aggregate more than 20% of all outstanding voting securitiesof the Corporation;

 

(ii)                                  anamalgamation, arrangement or other form of business combination of theCorporation with another corporation which results in the holders of votingsecurities of that other corporation holding, in the aggregate, more than 20%of alloutstanding voting securities of the Corporation resulting from the businesscombination; or

 

(iii)                               the sale,transfer, lease or exchange of 50% or more of the property of the Corporationto another person or corporation, other than in the ordinary course of businessof the Corporation, or to a Subsidiary.

 

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, theShareholders have approved or accepted the proposed transaction, then any option,including options not then otherwise exercisable held by 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 inSection 14(c)(1)(E), thepayments and entitlements outlined in Section 14(c) (1) shall become due and payable if, and only if:

 

A.                                                           there has beena Change of Control; and

 

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B.                                                             within 12months following any Change ofControl:

(i)             your employment isterminated by DRAXIS or by any successor employer to DRAXIS, as the case maybe; or

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

·                  relocating the positionand/or location of your principal office more than 20 kilometers from thelocation of your office, which is deemed to be Kirkland, Québec, on the dateimmediately prior to the Change of Control, without your consent; or

·                  materially reducing yourtitle, reporting relationship, responsibilities or authority without yourconsent; or

·                  materially reducing thesalary paid to by you by DRAXIS or the successor employer or terminating ormaterially reducing the value of your benefit programs, including, but notlimited to, life insurance benefits, accidental death and dismembermentbenefits, long term disability benefits, extended health coverage and dentalbenefits, which are referred to in Section 3 above;

C.                                                             And, you electin writing to receive the payments outlined in Section 14(c)(1).

 

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

 

If, as a result of incapacity due to physical or mental illness, youare unable to render services of substantially the kind and nature, andsubstantially to the extent required to be rendered in accordance with thisAgreement, and if such incapacity is expected to continue for a period of atleast twelve consecutive months from the date such incapacity commenced(“Absence Date”) this Agreement may be deemed to be frustrated. Your employmenthereunder shall cease to be effective on the tenth day after written notice ofcessation of employment (“Notice of Cessation”) to you, provided that prior tosuch cessation DRAXIS has been furnished with the written certification of aqualified medical doctor designated by DRAXIS and you jointly which states thatyou are and are expected to continue to be for at least twelve consecutivemonths from the Absence Date, unable to render such services by reason of suchincapacity and the date upon which such incapacity commenced.  If DRAXIS and you are unable to agree on thedesignation of a qualified medical doctor to make such determination, then eachparty shall designate a medical doctor who, together, shall agree upon a thirdqualified medical doctor to make such determination.  The decision of the third medical doctorshall be binding on DRAXIS and you.  Youconsent to submit to such examination as may be required by any such medicaldoctor or doctors.

 

If your employment ceases pursuant to this Section, you shall beentitled to receive a total amount equivalent to twelve (12) months 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 DRAXIS pay days. If you are inreceipt of disability benefits payable pursuant to the benefit plans describedabove, then each semi-monthly payment payable by DRAXIS shall be reduced by anamount equivalent to the disability benefits payment received during that payperiod.  Notwithstanding the cessation ofyour employment pursuant to this Section, you shall be entitled to retain andexercise, within a period of 6 months following the Notice of Cessation, allstock options which have vested or accrued during your employment with DRAXIS.  The payments referred above are inclusive ofall termination payments that may be required by law, including pay in lieu ofnotice under 

 

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the *Civil Code of Québec*.  The amounts paid to you pursuant to thisparagraph shall be subject to all required deductions.

 

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

####  

In the event that you should die during the term of this Agreement,your employment shall automatically terminate. All salary, vacation pay and any bonus payments earned to date of deathbut unpaid will be paid to your estate, however, no other payment of anycompensation either by way of anticipated earnings or damages of any kind shallbe paid and Section 14(g)shall be applicable.

 

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

####  

You shall provide DRAXIS with three months notice, in writing, of yourresignation or your retirement from DRAXIS. Unless the Board of Directors of DRAXIS otherwise determines, you shallreturn to DRAXIS all stock options granted to you during your employment with DRAXISwhich have not vested as of the date you cease to be an employee of DRAXIS and/or the DRAXIS Group.

 

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

####  

Upon termination of your employment under this Agreement, you shall notbe entitled to any further grants of stock options nor shall you be entitled toany further participation in any other incentive plan of the DRAXIS Group otherthan as specifically set forth in this Agreement. For all purposes,“termination of your employment” and “termination date” shall be the final dayof employment with DRAXIS, and shall not be deemed to include any period duringwhich you may legally be entitled to notice, termination pay or any contractualor statutory notice period and in particular, shall not be deemed to includethe notice period identified above.

 

#### **(h)****                          ****Release and Discharge**

####  

All payments in accordance with Section 14 are subject to the execution by you of DRAXIS’ standard releaseand discharge documents.

 

# **15.**                               FAIR AND REASONABLE

 

The parties confirm that the notice requirements and pay in lieu ofnotice provisions set out above in Section 14 are fair and reasonable and that no further notice or paymentsof any kind are owed or required.  Theparties agree that upon any termination of this Agreement by DRAXIS or upon anytermination of this Agreement by you, that you shall have no action, cause ofaction, claim, complaint or demand, either statutory or at common law, againstthe DRAXIS Group or any other Person as a consequence of such termination.

 

# **16.**                               RETURN OF PROPERTY

 

In the event your employment with DRAXIS is terminated for any reason,including resignation or retirement, you will immediately return all DRAXISproperty in your possession or under your control.

 

# **17.**                               PROVISIONS OPERATING FOLLOWING TERMINATION

 

Notwithstanding any termination of your employment with or withoutserious reason, Sections 12, 13, 14,15, 16, 17 and 18 and any provision of this Agreement necessary to giveit efficacy shall continue in full force and effect following such termination.

 

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# **18.**                               ACKNOWLEDGEMENT

 

You acknowledge that the DRAXIS Group shall not, for any purpose,including in the event of a subsequent termination, be required to recognize ortake into account any prior service with your previous employers.

 

# **19.**                               SEVERABILITY

 

Ifany provision of this Agreement is determined to be invalid or unenforceable,in whole or in part, such invalidity or unenforceability shall attach only tosuch provision or part thereof and the remaining part of such provision and allother provisions hereof shall continue in full force and effect.

 

# **20.**                               NOTICE

 

Any notice to be given in connection with this Agreement shall be givenin writing and may be given by personal delivery or by registered mail (or byfax if to DRAXIS) addressed to the recipient as follows:

 
| To:    | Mr. Jean-Pierre Robert                              |
|--------|----------------------------------------------------------|
|   | ***                                                      |
|   |                                                     |
| To:    | DRAXIS  HEALTH INC.                                      |
|   | 16751  Trans-Canada Highway                              |
|   | Kirkland,  Québec                                   |
|   | H9H  4J4                                                 |
|   | Attention:  President & Chief Executive Officer |
|   | Fax  No: (514) 630-7159                                  |
|   |                                                     |
|   | 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 such other address or individual as may bedesignated by notice by either party to the other.  Any notice given by personal delivery or byfax shall be deemed to have been given on the day of actual delivery and, ifmade or given by registered mail on the third day, other than a Saturday,Sunday or a statutory holiday in Quebec, following the deposit thereof in themail.

 

# **21.**                               GOVERNING LAW

 

This Agreement shall be governed by and construed in accordance withthe laws of the Province of Québec and Canada applicable thereto.

 

# **22.**                               LANGUAGE

 

You acknowledge having accepted that this Agreement and its Schedulesbe drafted in the English language.  Vous reconnaissez avoir accepté que la présente ententeet ses annexes soient rédigées en langue anglaise.

 

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# **23.**                               BENEFIT OF AGREEMENT

 

This Agreement shall enure to the benefit of and be binding upon yourheirs, executors, administrators and legal personal representatives and thesuccessors and assigns of DRAXIS respectively.

 

# **24.**                               ENTIRE AGREEMENT

 

This Agreement and its Schedules constitute the entire agreementbetween the parties with respect to your terms and conditions of employment andcancel and supersede any prior understandings and agreements between theparties to this Agreement and between yourself and DSPI, including, withoutlimitation the Original Agreement dated April 21, 2005 and any amendmentsthereto and any prior understandings and agreements between yourself andDRAXIS.  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.  Youwaive any right to assert a claim based on any pre-contractual representations,negligent, or otherwise, made by the DRAXIS Group.

 

To acknowledge that the terms of employment as expressed in thisAgreement are acceptable to you, please execute the enclosed copy of thisletter as indicated below and return it to me at your earliest opportunity.

 
|   |       |   | Yours  truly,                                 |   |
|--------|------------|--------|-----------------------------------------------|--------|
|   |       |   |                                          |   |
|   | ** ** |   | **DRAXIS HEALTH INC.**                        |
|   | ** ** |   | ** **                                    |
|   | ** ** |   | ** **                                    |
|   |       |   |                                          |   |
|   |       | Per:   | /s/  Dan Brazier                              |   |
|   |       |   | Dan  Brazier                                  |   |
|   |       |   | President &  Chief Executive Officer |   |
|        |            |        |                                               |        |  |

 

I accept the above-noted terms of employment with DRAXIS Health Inc. asChief Operating Officer of DRAXIS and President of DSPI, I agree to comply withand be bound by the terms of employment outlined in this Agreement.

 

Dated at Montréal, the 6 day of March, 2008.

 
| /s/  Alida Gualtieri |   |   | /s/ Jean-Pierre Robert |   |
|----------------------|--------|--------|------------------------|--------|
| Witness              |   |   | Jean-Pierre  Robert    |   |

 

 

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**TABLE OF CONTENTS**

 
| **1.**     | **EMPLOYMENT**                                                      | **1**                                                                |
|------------|---------------------------------------------------------------------|----------------------------------------------------------------------|
| ** ** | ** **                                                          | ** **                                                           |
| **2.**     | **BASE SALARY**                                                     | **1**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
| **3.**     | **BENEFITS**                                                        | **1**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
| **4.**     | **STOCK OPTION PLAN**                                               | **2**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
| **5.**     | **DEFERRED SHARE UNIT  PLAN**                                       | **2**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
| **6.**     | **LONG TERM  INCENTIVE PROGRAMS**                                   | **2**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
| **7.**     | **DISCRETIONARY BONUS**                                             | **2**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
| **8.**     | **MEMBERSHIPS AND  PUBLICATIONS**                                   | **3**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
| **9.**     | **VACATION**                                                        | **3**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
| **10.**    | **EXPENSES**                                                        | **3**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
| **11.**    | **DEDUCTIONS**                                                      | **3**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
| **12.**    | **EMPLOYEE’S COVENANTS**                                       | **3**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
| **13.**    | **CONFIDENTIAL  INFORMATION, NON-SOLICITATION AND NON-COMPETITION** | **4**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
|       | **(a)**                                                             | **Non-Disclosure  of Confidential Information**                      | 4 |
|       | **(b)**                                                             | **Non-Solicitation  and Non-Competition**                            | 5 |
|       | **(c)**                                                             | **Reasonableness**                                                   | 6 |
|       | **(d)**                                                             | **Breach of Agreement**                                              | 6 |
|       |                                                                |                                                                 |
| **14.**    | **TERMINATION OF  EMPLOYMENT**                                      | **6**                                                                |
| ** ** | ** **                                                          | ** **                                                           |
|       | **(a)**                                                             | **Termination  by DRAXIS For Serious Reason**                        | 6 |
|       | **(b)**                                                             | **Termination  by DRAXIS Without Serious Reason and Without Notice** | 6 |
|       | **(c)**                                                             | **Termination  Payment Following a Change of Control**               | 7 |
|       | **(d)**                                                             | **Termination by DRAXIS  Without Serious Reason upon Disability**    | 9 |
|       | **(e)**                                                             | **Death**                                                            | 10 |
|       | **(f)**                                                             | **Resignation and Retirement**                                       | 10 |
|       | **(g)**                                                             | **No Further Notice or  Compensation**                               | 10 |
|       | **(h)**                                                             | **Release and Discharge**                                            | 10 |
|       |                                                                |                                                                 |
| **15.**    | **FAIR  AND REASONABLE**                                            | **10**                                                               |
| ** ** | ** **                                                          | ** **                                                           |
| **16.**    | **RETURN  OF PROPERTY**                                             | **10**                                                               |
| ** ** | ** **                                                          | ** **                                                           |
| **17.**    | **PROVISIONS OPERATING  FOLLOWING TERMINATION**                     | **10**                                                               |
| ** ** | ** **                                                          | ** **                                                           |
| **18.**    | **ACKNOWLEDGEMENT**                                                 | **11**                                                               |
| ** ** | ** **                                                          | ** **                                                           |
| **19.**    | **SEVERABILITY**                                                    | **11**                                                               |
| ** ** | ** **                                                          | ** **                                                           |
| **20.**    | **NOTICE**                                                          | **11**                                                               |
| ** ** | ** **                                                          | ** **                                                           |
| **21.**    | **GOVERNING  LAW**                                                  | **11**                                                               |
| ** ** | ** **                                                          | ** **                                                           |
| **22.**    | **LANGUAGE**                                                        | **11**                                                               |
|            |                                                                     |                                                                      |  |  |

 

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| ** ** | ** **                | ** ** |
|------------|---------------------------|------------|
| **23.**    | **BENEFIT  OF AGREEMENT** | **12**     |
| ** ** | ** **                | ** ** |
| **24.**    | **ENTIRE  AGREEMENT**     | **12**     |

 

**DRAXIS HEALTH INC./SANTÉ DRAXIS INC**

**16751 Trans Canada Highway, Kirkland, Québec, Canada H9H 4J4 Tél: (514)694-8220 Fax: (514) 694-8201**

 

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