Exhibit
4.45


 


June 23, 2004


 


 


BY
PERSONAL DELIVERY


 


Dr. Martin Barkin


54 Old Forest Hill Road


Toronto, Ontario  M5P 2P9


 


Re:
Employment Agreement


 


Dear Dr. Barkin:


 


By this letter we hereby
confirm that your employment agreement with Draxis Health Inc. dated April 15,
1999, as amended by letter dated June 14, 2000 and further amended by letter
dated September 24, 2003 (the “Employment Agreement”) is amended as follows:


 


•                  By deleting Section 16(d) and
replacing it with the following Section 16(d):


 


(d)           Termination Payment Following a
Change of Control


 


(1)           In accordance with
section 16(d) (2) below, if there is a Change of Control (as hereinafter
defined) you shall be entitled to the following:


 


	
  A.

  	
   

  	
  the
  amounts of any unpaid Base Salary earned up to and including date of
  termination;

  
	
  B.

  	
   

  	
  any
  unpaid vacation pay earned up to and including date of termination;

  
	
  C.

  	
   

  	
  a lump sum amount, equal to: (A) five times your
  then current Base Salary in effect immediately prior to the date of the
  Change of Control: and (B) five times the amount paid to you, for the
  preceding calendar year immediately prior to the date of the Change of
  Control, as a discretionary bonus; and (C) five times the then current annual
  amount paid to you for your company car lease immediately prior to the date
  of the Change of Control;

  
	
  D.

  	
   

  	
  any
  additional statutory obligations imposed by the Act
  Respecting Labour Standards;

  
	
  E.

  	
   

  	
  the right to exercise all stock options and other
  securities including those not then otherwise exercisable as provided for
  below.

  



 


The payments referred to in
paragraph 16(d), above, shall be guaranteed and shall not be subject to set off
or deduction as a result of your obtaining alternate employment following
termination or otherwise mitigating any damages arising from termination.  Further, notwithstanding paragraph 16(d) (1)
(D) above, the payment referred to in paragraph 16(d) (1) (C) above, is
inclusive of all statutory payments, including statutory termination and
severance, which may be owed to you following termination.  However, the RCA Payments made as at and/or
subsequent to the date of termination shall be deducted from the lump sum
amount payable pursuant to 16(d)(1)(C).


 





















 


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


 


For the purposes of this Agreement, a Change of Control shall be deemed
to occur in the following circumstances.


 


In
the event that at any date following the date of signature hereof:


 


(i)            any change in the ownership as of
the date hereof, direct or indirect, of the outstanding shares of the
Corporation as a result of which an individual, partnership, association,
trust, unincorporated organization, (“Person”) or group of Persons, hold shares
and/or other securities in excess of the number which, directly or following
conversion or exercise thereof,
will entitle the holders thereof to cast 20% or more of the votes attaching to
all such shares and/or other securities of Draxis which may be cast to elect
the directors of Draxis; or


 


(ii)                                  the sale, transfer or any manner of
disposition of 50% or more of the assets of Draxis to an arm’s length Person;


 


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, the Shareholders have
approved or accepted the proposed transaction, then any option, including
options not then otherwise exercisable held by the you, shall become
immediately exercisable upon the issuance of the recommendation of the Board of
Directors or the approval or acceptance of the Shareholders, as the case may
be.


 


For greater clarity, no provision in this employment agreement shall be
deemed to supersede any provision of the Stock Option Plan of Draxis, as
amended from time to time, with respect to the right to exercise options held
by the employee in certain circumstances.


 


(2)           Except for the
ability to exercise all stock options upon a Change of Control as provided in
paragraph 16(d)(1)(E), the payments and entitlements outlined in
paragraph 16(d) (1) shall become due and payable if, and only if:


 


	
  A.

  	
   

  	
  there
  has been a Change of Control; and

  
	
  B.

  	
   

  	
  within
  12 months following any Change of Control:

  
	
   

  	
   

  	
  (i)                                  your
  employment is terminated without cause by Draxis or by any successor employer
  to Draxis, as the case may be; or

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

  •                  relocating
  without just cause the position and/or location of your principal office more
  than 20 kilometers from the location of your office on the date immediately
  prior to the Change of Control, without your consent; or

  •                  materially
  reducing without just cause your title, reporting relationship,
  responsibilities or authority without your consent; or

  •                  reducing
  without just cause the salary paid to you by the successor employer or
  terminating without just cause or

  



 


2





















 


	
   

  	
   

  	
  materially reducing without just cause the value of
  your benefit programs, including, but not limited to, life insurance
  benefits, accidental death and dismemberment benefits, long term disability
  benefits, extended health coverage and dental benefits, which are referred to
  in Section 3 above;

  
	
  C.

  	
   

  	
  and,
  you elect in writing to receive the payments outlined in Section 16(d)(1)

  



 


•                  By deleting Section 16(h) and
replacing it with the following section 16(h):


 


(h)           No Further Notice or Compensation


Upon termination
of your employment under this Agreement, you shall not be entitled to any
further grants of stock options nor shall you be entitled to any further
participation in any other incentive plan of the Draxis Group other than as
specifically set forth in this agreement. For all purposes, “termination of
your employment” and “termination date” shall be the final day of employment
with Draxis, and shall not be deemed to include any period during which you may
be entitled to statutory notice, statutory termination pay or any contractual
or common law notice period and in particular, shall not be deemed to include
the notice period identified in Sections 16(c) (1) or 16(d) (1) (C).


 


All of the other terms
and conditions of your Employment Agreement, as amended, remain unchanged.  We would ask that you confirm your acceptance
of this modification by signing the duplicate of this letter.


 


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


 


Regards,


 


DRAXIS HEALTH INC.


 


 


Brian King.


Chair, Board of Director
of


Draxis Health Inc.


 


 


I hereby confirm having
read the above mentioned modification to my employment agreement dated April
15, 1999, as amended by letter dated June 14, 2000 and further amended by
letter dated September 24, 2003 and hereby confirm my acceptance of said
modification.


 


Signed this       
day of              ,
2004 at                  .


 


	
   

  	
   

  
	
  Dr.
  Martin Barkin

  



 


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