**Exhibit 4.71**

 

 

January 31, 2008

 

 

**BY PERSONAL DELIVERY**

 

Ms. Alida Gualtieri

***

 

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

 

Dear Alida:

 

Further to our recent discussions, we hereby confirmthat your employment agreement with DRAXIS Health Inc. dated October 17,2003 and amended on March 26, 2004 (the “Employment Agreement”) is herebyamended as follows:

 

·                  By deleting Section 3 andreplacing it with the following Section 3:

 

You will be entitled to participate in all benefitplans which the DRAXIS Group shall, from time to time make available to itsexecutive employees, subject to applicable eligibility rules thereof.  The benefits currently offered are:

 

·                  major medical

·                  drug

·                  dental

·                  group life

·                  short and longterm disability

·                  accidentaldeath and dismemberment

 

Youwill also be entitled to an amount of up to 5% of your Base Salary, which exactpercentage shall be determined from year to year in lieu of participation inDRAXIS’ Retirement Savings Program. (the “DRSP Amount”)

 

·                  By deleting Section 13(c) andreplacing it with the following Section 13(c):

 

#### **(c)**                                  Termination by DRAXISWithout Serious Reason and Without Notice

 

DRAXIS may terminate this Agreement and your employment hereunder, inits sole discretion, Without Notice and Without Serious Reason, effectiveimmediately upon the date you are advised of the termination (the “Date ofTermination”)

 

 

 

 

 

 

**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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If your employment is terminated Without Serious Reason and WithoutNotice pursuant to this Section, DRAXIS shall:

 

1)                                                              Pay to you in alump sum a severance allowance equivalent to one year of your then current BaseSalary and, notwithstanding Section 6, a prorated portion of any eligiblebonus payment up to the Date of Termination to be paid only after the determinationby the Board that there shall be a bonus payment for the year in which thetermination took place and if the mutually agreed to management businessobjectives have been achieved up to the Date of Termination, within two weeksfollowing the date of such termination.

2)                                                              Pay to you theprorated portion of 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 the proratedportion of the DRSP Amount for the period of January 1st to February 28th).

3)                                                              Pay to you alloutstanding vacation pay and any earned but unpaid Base Salary up to the dateof such termination within two weeks of the Date of Termination.

4)                                                              Reimburse youfor 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 ofcountry medical and short and long term disability which shall ceaseimmediately upon the 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 paymentsthat may be required 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.

 

Upon termination of your employment in accordance with this Section 13(c),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.

 

·                  By deleting Section 13(d) andreplacing it with the following Section 13(d):

 

#### **(d)**                                  TerminationPayment Following a Change of Control

 

In accordance with section 13(d)(2) below, if there is a Change ofControl (as hereinafter defined) you shall be entitled to the following:

 

A.                                                           the amounts ofany unpaid Base Salary earned up to and including Date of Termination;

B.                                                             Any unpaidvacation pay earned up to and including Date of Termination;

 

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C.                                                             a lump sum amount,equal to: two (2) times your then current Base Salary and two (2) timesthe amount paid as a discretionary Bonus for the preceding calendar yearimmediately prior to the date of the Change of Control, it being agreed that ifno bonus payment was made for the preceding year, you will be entitled toreceive a payment equal to two (2) times the prorated portion of anyeligible bonus payment up to the Date of Termination to be paid only after thedetermination by the Board that there shall be a bonus payment for the year inwhich the termination took place and if the mutually agreed to managementbusiness objectives have been achieved up to Date of Termination; 

D.                                                            a lump sumequal to two (2) times of the prorated portion of the DRSP Amount to theDate of Termination if the Date of Termination is prior to December 31(for example: if the Date of Termination is February 28th, youwould be entitled to the DRSP Amount owed for the previous year, if not alreadypaid, and two (2) times the prorated portion of the DRSP Amount for theperiod of January 1st to February 28th);

E.                                                              the right toexercise all DRAXIS stock options and other DRAXIS securities including thosenot then otherwise exercisable as provided for below;

F.                                                              reimburse youfor any business expenses incurred by you up to and including the Date ofTermination following provision by you of applicable receipts;

G.                                                             The right toreceive six (6) months coverage in the DRAXIS benefit plan program (as setout in Section 3) from the Date of Termination, except for out of countrymedical and short and long term disability, which shall cease immediately uponthe Date of Termination.

 

The payments referred to in Section 13(d),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 in Section 13(d)(1)(C) above,is inclusive of all termination payments that may be required by law, includingpay in lieu of notice under the *Civil Codeof 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

 

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(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 anyoption, including options not then otherwise exercisable held by you, shallbecome immediately exercisable upon the issuance of the recommendation of theBoard of Directors or the approval or acceptance of the Shareholders, as thecase may be.

 

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 in Section 13(d)(1)(E),the payments and entitlements outlined in Section 13(d)(1) shall becomedue and payable if, and only if:

 

A.                                                           there has beena Change of Control; and

B.                                                             within 12monthsfollowing any Change of Control:

(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 position and/or location ofyour principal office more than 20 kilometers from the location of your office,which is deemed to be Kirkland, Québec, on the date immediately prior to theChange of Control, without your consent; or

·                  materially reducing your title, reportingrelationship, responsibilities or authority without your consent; or

·                  materially reducing the salary paid to by youby DRAXIS or the successor employer or terminating or materially reducing thevalue of your benefit programs, including, but not limited to, life insurancebenefits, accidental death and dismemberment benefits, long term disabilitybenefits, extended health coverage and dental benefits, which are referred toin Section 3 above;

C.                                                             And, you electin writing to receive the payments outlined in Section 13(d)(1).

 

·                  By deleting Section 13(g) andreplacing it with the following Section 13(g):

 

**(g)****                                ****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 shall 

 

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return to DRAXIS all stock options granted to you during youremployment with DRAXIS which have not vested as of the date you cease to be anemployee of DRAXIS and/ or the DRAXIS Group.

 

·                  By adding the following section13(i):

 

**(i)****                                   ****Release and Discharge**

 

All payments in accordance with Section 13 are subject to theexecution by you of DRAXIS’ standard release and discharge documents.

 

All of the other terms and conditions of yourEmployment Agreement remain unchanged. We would ask that you confirm your acceptance of this modification bysigning the duplicate of this letter.

 

If you have any questions concerning thismodification, please do not hesitate to communicate with the undersigned.

 

Regards,

 

**DRAXIS HEALTHINC.**

 

 
| /s/Dan Brazier    |       |
|-------------------|------------|
|              | ** ** |
| Dan Brazier       | ** ** |
| President and CEO | ** ** |

 
| ************************************************************************************************************ |
|--------------------------------------------------------------------------------------------------------------|

 

I hereby confirm having read the above mentionedmodification to my employment agreement dated October 17, 2003 and amendedMarch 26, 2004 and hereby confirm my acceptance of said modification.

 

Signed this 6th day ofFebruary, 2008 at Montréal.

 

 
| /s/ Alida Gualtieri  |       |
|----------------------|------------|
| **Alida  Gualtieri** | ** ** |

 

 

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