EXHIBIT 4.14
LOAN AGREEMENT entered into in Montreal as of March 28, 2002.
BETWEEN: DRAXIS PHARMA INC., a corporation having an office at
00000 Xxxxx-Xxxxxx, Xxxxxxxx, Xxxxxx, X0X 0X0
(the "Borrower")
AND: Investissement Quebec, a legal person having an office at
000 Xx-Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx, X0X
0X0
(the "Lender")
WITH THE DRAXIS HEALTH INC. a corporation having an office at
INTERVENTION OF: 0000 Xxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0
("DHI")
WHEREAS the Borrower has requested that the Lender make available to
the Borrower a term loan in a maximum principal amount of $4,800,000 for the
implementation of the Capital Plan; and
WHEREAS the Lender has agreed to make such a loan facility available to
the Borrower as provided for in the letter of intent of the Lender dated January
23, 2002 and accepted by the Borrower on January 28, 2002 and in accordance with
the dispositions of the Programme sur le Fonds pour l'accroissement de
l'investissement prive et la relance de l'emploi ("FAIRE").
NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS :
1. INTERPRETATION
1.1 DEFINITIONS
In this Agreement, unless the context otherwise requires,
1.1.1 "Business Day" means a day on which the Lender is open for
business in the Province of Quebec;
1.1.2 "Capital Plan" means the capital plan of the Borrower annexed
as Schedule 1.1.2, prepared by the Borrower and ratified on
March 28, 2002, as amended from time to time in accordance
with the Shareholders' Agreement;
1.1.3 "Current Ratio" means the Borrower's short term non-financial
assets (limited for this purpose to its accounts receivable,
inventory and prepaid expenses) divided by its short term
non-financial liabilities (limited for this purpose to
accounts payable);
1.1.4 "Disbursement Certificate" has the meaning ascribed to such
Term in section 3.1.10;
1.1.5 "Eligible Capital Expenditures" means capital expenditures
incurred by the Borrower for a maximum of $19,339,000 from
August 1, 2001 to July 31, 2004;
1.1.6 "Equipment" means the production/packaging equipment or assets
financed by the Term Credit in accordance with the Capital
Plan, including the lyo unit;
1.1.7 "Event of Default" has the meaning ascribed to such term in
Section 9.1;
1.1.8 "Hazardous Substances" means the hazardous substances
described in Section 7.11.2 of this Agreement;
1.1.9 "Indebtedness" means, at any time, the aggregate outstanding
amounts in Principal of the Indebtedness, interest, fees and
accessories owed by the Borrower pursuant to this Agreement;
"Principal of the Indebtedness" means the aggregate amounts of
the advances made by the Lender hereunder;
1.1.10 "Intellectual Property Rights" means the intellectual property
rights described in Section 7.9 of this Agreement;
1.1.11 "Long Term Debt" means the Borrowers's outstanding
interest-bearing long term debt (but expressly excludes for
this purpose loans and advances from shareholders);
1.1.12 "Maturity Date" shall mean March 28, 2008, or such later date
as the Lender may agree;
1.1.13 "Prime Rate" means the simple average of the annual rates of
interest announced from time to time by each of the Royal Bank
of Canada, the Toronto Dominion Bank, the National Bank of
Canada, the Canadian Imperial Bank of Commerce, the Laurentian
Bank of Canada and The Bank of Nova Scotia as their reference
rate then in effect for determining interest rates on Canadian
dollar commercial loans made in Canada;
1.1.14 "Security" means any and all security mentioned in Section
3.1.1 and 3.1.2 of this Agreement; "Security Agreements" means
all agreements and documents evidencing the Security or made
in relation thereto;
1.1.15 "Shareholders' Agreement" means the amended and restated
unanimous shareholders' agreement entered into as of the date
hereof among DHI, SGF Sante Inc., the Borrower, Xxxxxx Xxxxxx,
Xxxxxxxx Xxxxxx and Xxxxxx Xxxxxxxxx;
1.1.16 "Shareholders' Equity" means the Borrower's common stock,
retained earnings (deficit), loans and advances from
shareholders; and
1.1.17 "Term Credit" means the credit described in Section 2.1 of
this Agreement.
1.2 ACCOUNTING TERMS AND EXPRESSIONS
Unless otherwise provided, the accounting terms and expressions shall
have the meaning assigned to them under generally accepted accounting principles
in Canada and calculations shall be made according to the same principles.
1.3 HEADINGS
The headings have been inserted for convenience only, and do not affect
in any way the interpretation of this Agreement.
1.4 APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with
the laws of the Province of Quebec and the laws of Canada applicable therein.
2. THE CREDIT
2.1 THE TERM CREDIT
Subject to the provisions of this Agreement, the Lender makes available
to the Borrower a term credit in the principal maximum amount of
$4,800,000 (the "Term Credit").
2.2 AVAILABILITY OF THE CREDITS
The Term Credit shall not revolve and shall be disbursed in quarterly
instalments up to a maximum aggregate amount of $4,800,000 which
represents 24,8% of the Eligible Capital Expenditures.
2.3 PURPOSE OF THE TERM CREDIT
The Borrower shall use the Term Credit to implement the Capital Plan.
3. CONDITIONS PRECEDENT
3.1 CONDITIONS PRIOR TO THE FIRST DISBURSEMENT
Prior to the first disbursement of the Term Credit:
3.1.1 the Borrower shall have provided the Lender with a hypothec on
the universality of its property, which hypothec (i) shall be
first-ranking with respect to the Equipment and (ii) shall
rank behind existing security granted in favour of National
Bank of Canada with respect to all other property;
3.1.2 DHI shall have executed a guarantee agreement with respect to
the obligations of the Borrower under the Term Credit up to a
maximum amount of $4,800,000;
3.1.3 the Borrower shall have entered into a loan agreement with DHI
and SGF Sante Inc. providing for loans and credits in the
amount of $9,139,335;
3.1.4 DHI and SGF Sante Inc. shall have entered into a subscription
agreement providing for subscription of additional common
shares of the Borrower for an amount of not less than
$6,286,000 in the aggregate;
3.1.5 the Borrower shall have obtained such consents and waivers
from DHI and National Bank of Canada as may be required by the
Lender, including an assignment of rank with respect to the
hypothec on the Equipment;
3.1.6 the Borrower shall have obtained such intercreditor agreements
as the Lender may reasonably require;
3.1.7 the Lender shall have obtained a satisfactory quarterly
external auditors' certificate establishing the Eligible
Capital Expenditures;
3.1.8 the Borrower shall provide the Lender with a certificate of a
senior officer attesting that no Event of Default has occurred
and is continuing;
3.1.9 the Lender shall have obtained an opinion of counsel to the
Borrower on terms and conditions satisfactory to the Lender;
and
3.1.10 the Borrower shall provide the Lender with a certificate
containing a complete description of the assets being Eligible
Capital Expenditures and which are to be financed through the
proceeds of the first disbursement, and an acknowledgement by
National Bank of Canada that, with respect to such assets, the
Security shall have prior ranking on any security held by
National Bank of Canada, the whole substantially in the form
of Schedule 3.1.10 (a "Disbursement Certificate").
3.2 CONDITIONS PRIOR TO THE OTHER DISBURSEMENTS
Prior to the other disbursements of the Term Credit:
3.2.1 the Lender shall have obtained a satisfactory quarterly
external auditors' certificate establishing the Eligible
Capital Expenditures; and
3.2.2 the Borrower shall provide the Lender with a Disbursement
Certificate with respect to the assets being Eligible Capital
Expenditures which are to be financed through the proceeds of
such disbursement.
3.3 BENEFIT OF THE FOREGOING SECTIONS
The provisions of Section 3.1 are for the sole benefit of the Lender
and the Lender may waive any of its rights thereunder.
4. INTEREST AND COMMITMENT FEE
4.1 INTEREST RATE
The Principal of the Indebtedness owed under the Term Credit shall bear
interest, before and after maturity, at the Prime Rate in effect from
time to time, plus 2.50%.
4.2 INTEREST ACCRUAL AND PAYMENT
4.2.1 Interest on the Term Credit shall accrue on a daily basis and
shall be paid monthly; and
4.2.2 Any amount which is not paid when due shall bear interest at
the rate set forth in section 4.1 and such interest on arrears
is payable on demand.
4.3 CALCULATION OF RATES
4.3.1 Any rate of interest under this Agreement is calculated daily
on the basis of a 365-day year; and
4.3.2 For the purposes of the INTEREST ACT (Canada), in the case of
a leap year, the annual rate to which a rate calculated on the
basis of 365 days is equivalent, is equal to the rate so
calculated multiplied by 366 and divided by 365.
4.4 COMMITMENT FEE
Upon the execution of this Agreement, the Borrower shall pay to the
Lender an amount of $12,000 representing the second half of the
commitment fee in the total amount of $24,000, the first half of such
fee having already been paid to the Lender on January 28, 2002.
5. REPAYMENTS
5.1 MANDATORY PAYMENTS
5.1.1 From and on the first day following the second anniversary
date of the first disbursement made under this Agreement,
until the Maturity Date, the Principal of the Indebtedness
under the Term Credit is repayable in sixteen (16) equal and
consecutive quarterly payments;
5.1.2 The balance of Indebtedness is repayable in full on the
Maturity Date; and
5.1.3 The Indebtedness shall also be repayable immediately upon the
Lender demanding payment of same further to the occurrence of
an Event of Default.
5.2 OPTIONAL PAYMENTS
The Principal of the Indebtedness may be repaid by the Borrower at any
time in whole or in part without penalty. However, all unpaid and
accrued interest must first be paid in full before any principal may be
repaid.
6. PLACE OF PAYMENT
Any payment shall be made to the Lender at its address indicated on the
first page of this Agreement, or at any other place notified by the
Lender to the Borrower.
7. REPRESENTATIONS
The Borrower represents that and will represent that said
representations continue to be true before each disbursement of the
Term Credit:
7.1 POWERS
The Borrower (i) is a corporation duly incorporated, organised and
validly existing and in good standing under the laws of its
jurisdiction of incorporation; (ii) is licensed, authorised and
qualified to carry on the business in all jurisdictions where, by
virtue of the nature of its business or the vocation or character of
its assets, such licensing, authorisation or qualification is
necessary; (iii) the only jurisdiction in which the Borrower has a
permanent establishment or owns assets is in the province of Quebec;
and (iv) has taken all corporate action necessary, in accordance with
the law of its jurisdiction and its by-laws and regulations, to
authorise the execution and delivery of this Agreement and the
performance of its obligations hereunder.
7.2 DEFAULTS
It is not in default under any contract to which it is party or under
the laws and regulations applicable to its business or under any
decree, order or under permits
or certificates or licenses issued to it under the laws and regulation
applicable to its business, except for a default, if any, which could
not materially and adversely affect its financial situation, its
ability to carry on its business or its ability to fulfil its
obligations under this Agreement. The entering into this Agreement will
not create such default, and there is no motive which could lead to the
suspension or cancellation of the above mentioned permits, certificates
and licenses.
7.3 DISPUTES
There is no litigation or legal proceedings pending or threatened
against the Borrower which could materially and adversely affect its
financial situation, its ability to carry on its business or its
ability to fulfil its obligations under this Agreement.
7.4 PROPERTY
The Borrower owns all of its assets by good and valid title, free and
clear of all hypothecs, security interests, liens and other
encumbrances of any kind, except for the hypothecs and other changes
granted in favour of National Bank of Canada, DHI and SGF Sante Inc. as
more fully described in Schedule 7.4 and does not own any assets other
than those set forth in the financial projections dated January 31,
2002 which have been provided to the Lender.
7.5 SUBSIDIARIES
The Borrower at the date hereof has no subsidiary, as such term is
defined in the COMPANIES ACT (Quebec), nor any other interest of any
kind in any corporate body, partnership, joint venture, association or
other entity of any nature.
7.6 INSURANCE
The Borrower is insured by reputable insurers against liability, loss
and damage in such amounts and against such risks as are customarily
carried and insured against by owners of comparable businesses,
properties and assets. Such insurance policies are sufficient for
compliance with all laws and contracts to which the Borrower is a party
or by which it is otherwise bound.
7.7 TAXES
7.7.1 All tax returns required to be filled by or on behalf of the
Borrower and any election forms in this connection have been
accurately prepared, duly executed and filed within the
prescribed period (save and except for the tax returns for the
year ended December 31, 1998 which were filed on January 12,
2000). To the best of the knowledge of the Borrower, all
information provided in such tax returns pertaining to the
Borrower is true, complete and accurate, all taxes
attributable to the Borrower that were due and payable have
been paid and adequate provision has been made on the
books of the Borrower for all taxes payable for the current
year for which tax returns are not yet required to be filed.
7.7.2 The Borrower has not received any notice of assessment of
additional taxes or any other claim or notice of any nature
whatsoever that any tax or additional tax is due which has not
been paid or otherwise finally settled or satisfied. There are
no actions, suits, proceedings, investigations or claims
pending or, to the best of the knowledge of the Borrower,
threatened in respect of any taxes, nor are there any matters
under discussion with any governmental authority relating to
any taxes asserted by any such authority. No waiver of any
statute of limitations as to any tax return with respect to
any taxation year, has been executed by the Borrower. There
are no encumbrances for taxes on the assets of the Borrower,
except for encumbrances for taxes not yet due.
7.7.3 The Borrower has withheld from its employees, officers,
directors, customers and any other applicable payees (and
timely paid to the appropriate governmental authority) proper
and accurate amounts in compliance with all tax withholding
and has remitted such withheld amounts within the prescribed
periods to the appropriate governmental authority. The
Borrower has remitted all pension plan contributions,
unemployment insurance premiums, employee health taxes and the
equivalent in applicable jurisdictions and other taxes payable
by it in respect of its employees and has or will have
remitted such amounts to the proper governmental authority
within the time required by applicable law. the Borrower has
charged, collected and remitted on a timely basis all taxes
required by applicable law on any sale, supply or delivery
whatsoever made by the Borrower.
7.8 LABOUR DISPUTE
To the best knowledge of the Borrower, there is no pending or
threatened labour dispute grievance, strike or work stoppage.
7.9 INTELLECTUAL PROPERTY
The Borrower owns or is licensed or otherwise has the right to use in
the manner that the same are now being used all intellectual property
rights necessary or useful to enable it to operate its business,
develop, manufacture or have manufactured, market and sell its products
in conformity with all applicable laws and in total respect of the
rights of third parties, if any, including patents, trade marks,
industrial drawings, industrial designs, copyrights, trade names,
know-how, trade secrets and secret processes (the "Intellectual
Property Rights"), and the Borrower has not granted any license, permit
or right to use its Intellectual Property Rights. The Borrower has no
knowledge of any material infringement of, material passing-off related
to, or other material interference with the Intellectual Property
Rights by third parties or any claim by any person that any of the
Intellectual Property Rights are, or may be, invalid or unenforceable.
The Borrower is not a party to nay claim, or subject to any liability,
contingent or otherwise, for trademark, trade name, industrial design,
patent or copyright infringements as to any product manufactured,
produced, used or sold by the Borrower, either as plaintiff or as
defendant or any other claim or liability relating to Intellectual
Property Rights owned or licensed by the Borrower. The Borrower has not
infringed or misappropriated the rights and third parties with respect
to the Intellectual Property Rights.
7.10 PENSION PLANS
The Borrower does maintain or contribute to plans that provide
retirement or health benefits for its employee and the Borrower has
performed all of the material obligations provided in said plans in
accordance with the terms thereunder and in accordance with all
statutes, rules or regulations applicable to such plans.
7.11 ENVIRONMENTAL PROTECTION
7.11.1 Except as disclosed in Schedule 7.11, the assets and the
operation of the business of the Borrower are and have been
during the past two years in compliance with all environmental
laws of each jurisdiction in which it carries on business. The
Borrower has obtained and is in compliance with all permits,
licenses, certificates, authorisations, approvals, consents
and registrations issued or granted pursuant to environmental
laws and required for the assets and the operation of its
business.
7.11.2 There is no claim, suit, action, written notice of
non-compliance, administrative order or other proceeding,
outstanding or pending or threatened against the Borrower, nor
is there, to the best of the knowledge of the Borrower, any
pending investigation in respect of its business or assets
pursuant to any environmental laws. Except as disclosed in
Schedule 7.11, the Borrower is not responsible for any
clean-up, corrective or remedial action in respect of the
business or the assets pursuant to any environmental law.
Except as disclosed in Schedule 7.11, the operations of the
Borrower have not, in the past two years caused, and the
Borrower has not permitted to occur, the release, emission,
deposit, issuance, disposal or discharge of any contaminant,
pollutant, waste, hazardous waste, hazardous material,
dangerous goods, toxic substances, prescribed substances (as
these terms are defined pursuant to environmental laws)
("Hazardous Substances") nor are any Hazardous Substances
present in, on or under the assets or on the Assets owned by
the Borrower nor were any Hazardous Substance present in, on
or under 7.11.3 at the time of its acquisition by the
Borrower, all Hazardous Substances have at all times been
stored, handled, treated and eliminated in compliance with
environmental laws in the operation of its business by the
Borrower. Except as disclosed in Schedule 7.11, the assets
owned by
the Borrower do not contain any polychlorinated biphenyls,
asbestos, or urea formaldehyde foam insulation or any
Hazardous Substances, nor do they contain or have they
contained any underground storage tanks, nor have they been
used by the Borrower as a waste site.
7.11.3 Except as disclosed on Schedule 7.11, the Borrower has not
conducted and is not aware of any environmental or
occupational health and safety evaluations, assessments,
audits, studies or tests with respect to its assets or
business.
8. COVENANTS OF THE BORROWER
8.1 FINANCIAL STATEMENTS AND OTHER INFORMATION
The Borrower shall deliver to the Lender:
8.1.1 as soon as available and, in any event, within 140 days after
the end of each fiscal year, audited annual financial
statements of the Borrower and DHI; and
8.1.2 within 90 days after the beginning of each fiscal year, annual
financial forecasts of the Borrower together with the
underlying working assumptions.
8.2 LONG TERM DEBT TO SHAREHOLDERS' EQUITY
The Borrower shall maintain, at all times, a ratio of Long Term Debt to
Shareholders' Equity of not more than 2.50 to 1.00.
8.3 CURRENT RATIO
The Borrower shall maintain at all times, a Current Ratio of not less
than 1.30 to 1.00.
8.4 DIVIDENDS AND DISTRIBUTIONS
Otherwise than in accordance with the Equity Participation Plan of the
Borrower dated February 18, 2000, as such may be amended from time to
time (the "Equity Participation Plan") the Borrower shall not purchase
or redeem any of its shares, declare or pay dividends or make any other
distribution to its shareholders, except with the prior written consent
of the Lender.
8.5 LOAN
The Borrower shall not grant loans or advances to its shareholders,
otherwise than in the ordinary course of business and in accordance
with the Equity Participation Plan.
8.6 ADVANCES BY SHAREHOLDERS
Except as provided in the loan agreement mentioned in paragraph 3.1.3
of this Agreement, the Borrower shall not reimburse any loans or
advances made to it by its shareholders.
8.7 NON-ARM'S LENGTH TRANSACTIONS
The Borrower covenants that all dealings among the Borrower and its
affiliates shall be on market terms and conditions and that the
Borrower shall not enter into transactions with its affiliates that are
detrimental to the Borrower.
9. DEFAULTS
9.1 EVENTS OF DEFAULT
Each of the following events is an event of default if it is not
remedied within a delay of 30 Business Days following receipt by the
Borrower of a written notice to that effect, except for the event
mentioned in paragraph 9.1.4 which is immediately an event of default
("Event of Default"):
9.1.1 if the Borrower fails to pay when due the whole or any part of
the Principal of the Indebtedness;
9.1.2 if the Borrower fails to pay any other amount payable to the
Lender pursuant to this Agreement or otherwise;
9.1.3 if the Borrower is in default under any other agreement for
the borrowing of money and such default is not cured or waived
by the Lender;
9.1.4 if the Borrower becomes insolvent or bankrupt or subject to
any insolvency or bankruptcy law or if it ceases to carry on
its business;
9.1.5 if the assets of the Borrower, or any substantial part
thereof, are seized (except if such seizure is contested in
good faith within ten days and for so long as such
contestation lasts), or are subject to an hypothecary recourse
by a creditor, or are placed under sequestration, receivership
or guardianship, or if a liquidator is appointed in respect of
the Borrower;
9.1.6 if the Borrower amalgamates or merges with another corporation
without the prior written consent of the Lender, or initiates
proceedings for its corporate dissolution or winding-up;
9.1.7 if any of the representations made by the Borrower in this
Agreement or if a document supplied by the Borrower in
connection or in execution to this Agreement proves to be
erroneous or inaccurate in any material adverse respect; and
9.1.8 if the Borrower otherwise fails to fulfil any of its
obligations or undertakings under this Agreement or any of the
Security Agreements.
9.2 REMEDIES
Upon the occurrence of an Event of Default, the Lender may:
9.2.1 upon giving a notice to the Borrower, terminate the right of
the Borrower to use the Term Credit, demand immediate payment
of the whole or part of the Indebtedness and same shall become
payable immediately; and
9.2.2 exercise all its legal rights and remedies.
10. MISCELLANEOUS
10.1 BOOKS AND ACCOUNTS
The Lender may keep books and accounts evidencing the Indebtedness and
the transactions made pursuant to this Agreement. Such books and
accounts shall, in the absence of manifest error, be deemed to
represent accurately the Indebtedness and these transactions.
10.2 UNASSIGNABILITY
The Borrower may not assign its rights or the amounts to be received
under this Agreement.
10.3 EXPENSES
The Borrower shall pay all reasonable expenses incurred by the Lender
in connection with this Agreement and the Security Agreements and the
exercise of the rights resulting therefrom, including fees and expenses
of counsel to the Lender.
10.4 NO WAIVER
The failure of the Lender to exercise any of its rights shall not
constitute a waiver to exercise such right in the future.
10.5 NON-BUSINESS DAY
If a payment must be made on a day which is not a Business Day, this
payment may be made on the following Business Day.
10.6 PREVIOUS AGREEMENTS
This Agreement supersedes and cancels any previous agreement in
connection with the Term Credit.
10.7 SEVERABILITY
In the event that any provision of this Agreement is held invalid or
unenforceable, such invalidity or unenforceability shall not affect the
validity or enforceability of the remainder of this Agreement.
11. NOTICES
11.1 FORWARDING
Unless indicated otherwise, any notice that a party must give to the
other shall be in writing, and shall be either delivered, or forwarded
by registered mail or transmitted by telecopier, at the following
address or at any other address which may be notified by a party to the
other in accordance with this Article 11:
IN THE CASE OF THE BORROWER:
DRAXIS PHARMA INC.
00000 Xxxxx-Xxxxxx,
Xxxxxxxx, Xxxxxx
X0X 0X0
Attention: President
Fax: (000) 000-0000
WITH A COPY TO:
SGF SANTE INC.
c/o Societe generale de financement du Quebec
000, xx xx Xxxxxxxxxxx Xxxxxx,
Xxxxx 0000
Xxxxxxxx, Xxxxxx
X0X 0X0
Attention: The Secretary
Fax: (000) 000-0000
IN THE CASE OF THE LENDER:
INVESTISSEMENT QUEBEC,
000 Xx-Xxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxx,
X0X 0X0
Attention: Secretaire general
Fax: (000) 000-0000
IN THE CASE OF DHI:
DRAXIS HEALTH INC.
0000 Xxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: The Secretary
Fax: (000) 000-0000
11.2 RECEIPT
Any such notice shall be deemed to have been received by its addressee
at the time of its delivery, if delivered, or the third Business Day
following its mailing, if it is forwarded by registered mail, or, when
transmitted by telecopier, on the Business Day following the actual
receipt thereof. If mail or telecopier services are interrupted by a
strike, slowdown, force majeure, or any other cause, the party giving
the notice shall use service which is not interrupted or it shall
deliver the notice in question, the whole in a manner to ensure the
receipt of the notice by the party to whom it is sent.
AND THE PARTIES HAVE SIGNED AT THE PLACE AND AT THE DATE SET FORTH ON
THE FIRST PAGE OF THIS AGREEMENT.
DRAXIS PHARMA INC.
Per: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Xxxxxxx X. Xxxxxx
Secretary
Investissement Quebec
Per: /s/ Xxx XxXxxx
-----------------------------------------
Xxx XxXxxx
Directeur, Montages Financiers
DRAXIS HEALTH INC.
Per: /s/ Xxx X.X. Xxxxxx
-----------------------------------------
Xxx X.X. Xxxxxx
Senior Vice-President, Finance and
Chief Financial Officer
