**Exhibit 4.60**

**DRAXIS HEALTH INC.**(the “Corporation”)
| **TERMS OF REFERENCE –** | **COMMITTEE CHAIR**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **Appointment:**              | The Chair is an independent director of the  Corporation who is elected as a director by the Corporation’s shareholders  and is appointed by the other directors as a member of the Committee. The  Chair is normally appointed by the members of the Board of Directors  (“Board”) and serves in this role at the pleasure of the Board. However, in the event  that the Board does not appoint a Chair, the members of the Committee shall  elect a Chair by majority vote of the full Committee membership. In such  event, the Chair serves in this role at the pleasure of the Board and the  Committee. |
| ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **Reports:**                  | The Chair maintains open communication with the  Chair of the Board. The Chair has unfettered two-way communication with all  senior officers and, in the case of the Chair of the Audit Committee, with  the independent auditor.                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **Function:**                 | The Chair’s primary role includes ensuring that the  Committee functions properly, that it meets its obligations and  responsibilities, and that its organization and mechanisms are in place and  are working effectively.                                                                                                                                                                                                                                                                                                                                                                                             |
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**Key Responsibilities:**

1.             Providesleadership to the Committee with respect to its functions as described in theCommittee’s written mandate and as otherwise may be appropriate, includingoverseeing the logistics of the operations of the Committee.

2.             Callsand chairs meetings of the Committee.

3.             Inconsultation with the Committee members, establishes a calendar for holdingmeetings of and sets the agendas for the meetings of the Committee.

4.             Incollaboration with the Chief Executive Officer, the appropriate senior officersand the Secretary, ensures that agenda items for all Committee meetings are readyfor presentation and that adequate information is distributed to Committeemembers in advance of such meetings in order that Committee members mayproperly inform themselves on matters to be acted upon and ensures that therewill be timely distribution of minutes that are to be distributed to all Boardmembers.

5.             Acts asliaison and maintains communication with the Chair of the Board and the Boardto optimize and co-ordinate input from Directors, and to optimize effectivenessof the Committee.  This includesreporting regularly to the full Board on all proceedings and deliberations ofthe Committee.

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6.             Ensuresthat the Committee receives adequate and regular updates from the management onall issues relevant to matters within the scope of the mandate of theCommittee.

7.             Reportsannually to the Board on the role of the Committee and the effectiveness of theCommittee role in contributing to the objectives and responsibilities of theBoard as a whole.

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