EXHIBIT 4.15
[DRAXIS LETTERHEAD]
April 15, 1999
PERSONAL AND CONFIDENTIAL
DELIVERED
Dr. Martin Barkin
54 Old Forest Hill Road
Toronto, Ontario
M5P 2P9
Dear Dr. Barkin:
Since January 24, 1992, the date you executed your original employment
agreement (the "Original Agreement"), Draxis Health Inc. ("Draxis") has
developed and expanded, commensurate with the corporate growth, your duties and
responsibilities have increased and expanded. In addition, there have been
modifications to the terms of the Original Agreement. Accordingly, both parties
agree that it is beneficial to formally confirm the terms and conditions of your
employment with Draxis.
1. TITLE
You shall be employed with Draxis as its President and Chief Executive
Officer on the terms and conditions contained in this Agreement. You shall
report to the Chairman of the Board of Directors of Draxis.
2. DUTIES AND RESPONSIBILITIES
Without limiting the scope of such responsibilities and rights, as
President and Chief Executive Officer, you will be responsible for Draxis' day
to day operations. You will lead its senior management team, chair its
management meetings, and oversee its planning processes including the
acquisition of new licenses and the expansion of its business interests.
Draxis believes that you should continue to maintain your high profile
in health care nationally and internationally and will support you in this role
so long as such profile is in the best interests of Draxis. Accordingly, you are
encouraged to retain your academic rank at the University of Toronto; to
participate in various public forums nationally and internationally and to be
appointed to the Board of Directors of appropriate entities, both public and
private, as you have in the past, provided that your participation does not
detract from your direct responsibilities to Draxis.
In your capacity as President and Chief Executive Officer, you have
been appointed as a director of Draxis and certain of its affiliates (as such
term is defined in the CANADA BUSINESS CORPORATIONS ACT) ("Affiliates").
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Dr. Martin Barkin April 15, 1999
Draxis will provide and pay for directors' and officers' liability
insurance and in any event will indemnify and save you harmless from any action
arising from your work for Draxis and its Affiliates (collectively, the
"Company"). This indemnity does not extend to your participation as a member of
any Boards of Directors for any entity other than the Company, or to your role
at the University of Toronto.
3. BASE SALARY
Draxis will pay to you during the term of this Agreement a gross salary
of $365,000 per annum, payable semi-monthly, in arrears, in 24 equal
installments of $15,208.33 ("Base Salary")(this amount being the sum of the
amounts that were, prior to the mandatory share exchange between Draxis and
Deprenyl Animal Health, Inc. ("DAHI") dated November 27, 1996, paid to you
separately as salary for your positions with Draxis and DAHI). Such salary shall
be subject to review in accordance with Draxis' regular administrative practices
of salary review applicable to the executive officers of Draxis. Any salary
increases shall be determined on merit by the Board of Directors on
recommendation of the Compensation Committee. The Chairman of the Board of
Directors will inform you of any increases in your salary in advance of the
implementation date.
4. DISCRETIONARY BONUS
On recommendation of the Compensation Committee, the Board of
Directors, in its sole discretion, may declare a bonus payable. Such bonus
payment is not guaranteed and payment of a discretionary bonus in any prior
year is not a promise or guarantee of payment in subsequent years. Further,
to receive any discretionary bonus payment, should one be declared, you must
be employed on December 31st of the calendar year for which the bonus is
declared. Should a discretionary bonus be declared, you may be eligible to
receive an amount up to a maximum equivalent to 50% of your Base Salary, as
determined by the Board of Directors on the recommendation of the
Compensation Committee, in its sole discretion.
5. BENEFITS
You will be entitled to participate in all benefit plans which Draxis
shall from time to time make available to its senior executive employees,
subject to applicable eligibility rules thereof. The benefits currently offered
are:
o major medical
o dental
o group life
o long term disability
o accidental death and dismemberment
6. COMPANY CAR
Draxis will provide you with a company automobile whose leasing cost
will not exceed $1,000 per month.
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Dr. Martin Barkin April 15, 1999
7. STOCK OPTION PLAN
You will be eligible to participate in the Stock Option Plan of Draxis,
which Draxis from time to time shall make available to employees, in accordance
with the terms and conditions of that plan. As at the date hereof, the following
grants of stock options to you remain outstanding and may be exercised by you in
accordance with the terms and conditions pursuant to which each such grant was
made and the terms of this Agreement:
NO. OF OPTIONS PRICE EXPIRY DATE
-------------- ----- -----------
225,000 Cdn.$2.55 March 22, 2002
50,000 Cdn.$1.94 May 25, 1999
33,750 U.S.$1.48 May 20, 2004
33,750 U.S.$1.85 September 20, 2004
10,125 U.S.$3.02 June 13, 2006
40,000 Cdn.$3.05 August 12, 2003
8. STOCK OWNERSHIP PLAN
You will be eligible to participate in the Stock Ownership Plan
which Draxis shall from time to time make available to employees, subject to
applicable eligibility rules thereof and in accordance with the terms and
conditions of that plan.
9. EMPLOYEE PARTICIPATION SHARE PURCHASE PLAN
You will be eligible to participate in the Draxis Employee
Participation Share Purchase Plan which Draxis shall from time to time make
available to its employees, subject to applicable eligibility rules thereof and
in accordance with the terms and conditions of that plan. As at the date hereof,
you have been granted 500,000 Employee Participation Shares, Series A.
10. MEMBERSHIPS DUES
Draxis will pay all professional memberships, dues and levies,
including those required to be paid to the Canadian Medical Protective
Association.
Draxis will pay annual memberships and dues to the Goodwood Club and
the Granite Club.
11. VACATION
Each calendar year, commencing on January 1, you shall be entitled to
six weeks vacation per annum to be taken at a time or times acceptable to
Draxis, having regard to its operations. There shall be no vacation time carried
over from one calendar year into the following calendar year, unless previous
authorization has been received from the Chairman of the Board of Directors.
12. EXPENSES
Draxis agrees that it shall reimburse you for all authorized travelling
and other out of pocket expenses actually and properly incurred in connection
with your duties with the Company. For all such expenses you agree you will
furnish statements and vouchers as and when required by Draxis.
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Dr. Martin Barkin April 15, 1999
13. DEDUCTIONS
All salary and other payments and allowances outlined in this
Agreement are subject to such withholding and deduction at source as may be
required by law.
14. EMPLOYEE'S COVENANTS
You agree that you shall duly and diligently perform all the duties
assigned to you while in our employ and shall well and faithfully serve Draxis.
You agree that while employed with Draxis that you shall not, without the prior
written consent of the Chairman of the Board of Directors, engage or otherwise
be concerned in any other business or occupation, or become a director, officer,
agent or employee of any other entity.
15. CONFIDENTIAL INFORMATION, NON-SOLICITATION AND NON-COMPETITION
(a) NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
As President and Chief Executive Officer, you acknowledge that you are
creating, having access to, and require knowledge of confidential and
commercially valuable information of the Company, the unauthorized use or
disclosure of which could cause the Company serious and irreparable damage.
(1) "Confidential Information" means all information, and all
documents and other tangible things recording any such information, relating to
or useful in connection with the business of the Company, whether or not a trade
secret within the meaning of the applicable law, which at the time or times
concerned is not generally known to Competitors (as defined below) and which has
been or is from time to time disclosed to or developed by you as a result of
your employment with Draxis. Confidential Information includes, but is not
limited to, the following information of the Company:
(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;
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Dr. Martin Barkin April 15, 1999
(xii) personnel information of senior executives and sales
persons including salary compensation and
recommendations for incentive compensation; and
(xiii) any other research, information or documents which
you are told or reasonably ought to know that the
Company regards as proprietary or confidential.
(2) You agree that you shall hold all Confidential Information in
the strictest confidence, as a fiduciary. Without limiting such obligation,
you shall use Confidential Information only at times and places designated by
the Company in furtherance of the business of the Company. You shall not,
except where the Company otherwise provides its prior written consent, or
where required by law, directly or indirectly disclose to any Person any
Confidential Information, directly or indirectly sell, give, loan or
otherwise transfer any Confidential Information or copy thereof to any
Person, publish, lecture on or display any Confidential Information to any
Person or use Confidential Information for your own benefit or the benefit of
any other Person.
(3) Your obligations under this Section shall remain in effect with
respect to each item of Confidential Information until the date upon which
such Confidential Information has been publicly disclosed in a manner
properly authorized by the Company or otherwise has become known to
Competitors without any breach of this Section by you.
(4) For purposes of this Agreement, "Competitor" shall mean any
Person which engages or is preparing to engage, in whole or in part, in the
design, development, manufacture, marketing or sale of any products or
services which compete directly with a product or service which, during the
12 months prior to the termination of this Agreement and your employment
hereunder for any reason, the Company marketed or at the time of termination
of this Agreement and your employment hereunder, is then preparing to market.
(5) For purpose of this Agreement, "Person" shall include
individuals, partnerships, associations, trusts, unincorporated organizations
and corporations.
(b) NON-SOLICITATION AND NON-COMPETITION
(1) You acknowledge that the pharmaceutical and over-the-counter
drug industries are highly competitive businesses. You are a key executive
of Draxis, and as a result of your senior position, you confirm that you have
acquired extensive background in and knowledge of the Company's business and
the pharmaceutical and over-the-counter drug industries in which the Company
operates. You further acknowledge that the Company develops and markets its
products on a North American basis. Accordingly, you agree that in the
course of your employment with Draxis and thereafter for a period of one year
(or if such period is held to be excessive by a court of competent
jurisdiction then for a period of six months) you shall not, without the
prior written authorization of the Chairman of the Board of Directors whether
as principal, as agent, or as an employee of, or in partnership, or
association with any other Person, in any manner whatsoever directly or
indirectly:
(i) become employed by or associated or affiliated with any
Competitor of the Company in North America 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 Company;
(ii) seek to employ or encourage others to employ or otherwise
engage employees, agents or subcontractors of the Company (who
are employees, agents or subcontractors on the date this
Agreement terminated) or seek to in any way disrupt their
business relationship with the Company;
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Dr. Martin Barkin April 15, 1999
(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 Company, if to
obtain such business may result in a reduction of that Person's
business with the Company;
(iv) approach any Person who at the time of the termination of this
Agreement and your employment hereunder was a customer of the
Company with the intention of soliciting or enticing the business
of that Person away from the Company.
(c) REASONABLENESS
You agree that the obligations set out in Sections 15(a) and (b)
together with your other obligations under this Agreement are reasonably
necessary for the protection of the Company's proprietary and business
interests and you expressly agree that:
(i) the scope of each of the covenants set out in paragraphs 15(a)
and (b) above are in all respects, and in particular, in
respect of area, time and subject matter, necessary and
reasonable because the Company is marketing its products on a
North American basis;
(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 15(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 and conditions of this
Agreement by you will result in material damage to the Company, although it
may be difficult for Draxis to establish the monetary value of such damage.
You therefore agree that Draxis shall be entitled to injunctive relief, in
addition to any other remedies available to it, in a court of appropriate
jurisdiction in the event of any breach or threatened breach by you of any of
the provisions of this Agreement.
16. TERMINATION OF EMPLOYMENT
(a) TERMINATION BY DRAXIS FOR CAUSE
Draxis may terminate this Agreement and your employment hereunder at
any time for cause without notice and without payment of any kind of
compensation either by way of anticipated earnings or damages of any kind.
(b) TERMINATION BY DRAXIS WITHOUT CAUSE BUT WITH NOTICE
Draxis may terminate this Agreement and your termination hereunder by
providing to you three years' actual notice of termination. At its sole
discretion, Draxis may provide to you a shorter period of notice of
termination, in which case, the payments referred to in 16(c) shall be
applicable, but such payments as may be required by sections 16(c)(1) and (5)
shall be reduced by the notice provided, so that the total notice and
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Dr. Martin Barkin April 15, 1999
compensation in lieu of notice provided to you shall be equivalent to three
years from the date you are advised of the termination.
(c) TERMINATION BY DRAXIS WITHOUT CAUSE AND WITHOUT NOTICE
Draxis may terminate this Agreement and your employment hereunder, in
its sole discretion, without notice and without cause, effective immediately
upon the date you are advised of the termination.
Except as outlined in Section 16(b), if your employment is terminated
without cause pursuant to this section, Draxis shall:
(1) Pay to you a severance allowance equivalent to: (A)
three years of your then current Base Salary; (B)
three times the amount paid to you, for the preceding
calendar year, as a discretionary bonus; and (C)
three times the then current annual amount paid to
you for your company car lease; in a lump sum within
two weeks following the date of such termination.
(2) Pay to you all outstanding vacation pay and any
earned but unpaid salary up to the date of such
termination within two weeks of the date of
termination.
(3) Reimburse you for any business expenses incurred by
you up to and including the date of such termination
following provision by you of applicable receipts.
(4) Permit you to retain and exercise all stock options,
Employee Participation Shares and other securities which
have vested or accrued during your employment with
Draxis or which will accrue or vest during the three
year period following termination of this Agreement
and your employment hereunder, as if you had remained
employed for that three year period.
(5) Ensure that it has complied with all statutory
obligations imposed by the EMPLOYMENT STANDARDS ACT.
The payment referred to in paragraph 1, above, shall be guaranteed and
shall not be subject to set off or deduction as a result of your obtaining
alternate employment following such termination or otherwise mitigating any
damages arising from such termination. Further, the payment referred to in
paragraph 1, above, is inclusive of all statutory payments, including
statutory termination and severance, which may be owed to you.
The amounts paid to you pursuant to this paragraph shall be subject to
all required deductions.
Upon termination of your employment in accordance with this Section
16(c), you shall return to Draxis all stock options, Employee Participation
Shares and other securities which have not vested or accrued during your
employment with Draxis, and will not vest or accrue during the three year
period following termination of this Agreement.
(d) TERMINATION PAYMENT FOLLOWING A CHANGE OF CONTROL
(1) In accordance with paragraph 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 salary earned up to and
including date of termination;
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Dr. Martin Barkin April 15, 1999
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 annual Base Salary in effect immediately
prior to the date of the Change of Control; (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
EMPLOYMENT STANDARDS ACT;
E. the right to retain and exercise all stock options,
Employee Participation Shares and other securities
which have vested or accrued during your employment
with Draxis or which will accrue or vest during the
five year period immediately following the Change of
Control, as if you were employed by the successor
employer for that five year period.
The payment referred to in paragraph 16(d)(1)(C), 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 16(d)(1)(C) above is
inclusive of all statutory payments, including statutory termination and
severance, which may be owed to you following termination.
The amounts paid to you pursuant to this paragraph shall be subject to
all required deductions. Upon termination of your employment in accordance
with this Section 16(d), you shall return to Draxis all stock options,
Employee Participation Shares and other securities which have not vested or
accrued during your employment with Draxis, and will not vest or accrue
during the five year period following termination of this Agreement.
(2) These payments outlined in 16(d)(1) shall become due and payable if,
and only if:
A. there has been a Change of Control; and
B. within 24 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 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 your title,
reporting relationship, responsibilities
or authority without your consent; or
- reducing the salary paid to you by the
successor employer or terminating or
materially reducing the value of your
benefit
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Dr. Martin Barkin April 15, 1999
programs, including, but not limited to, life
insurance benefits, accidental death and
dismemberment benefits, long term disability
benefits, extended health coverage, dental benefit,
which are referred to in paragraph 5 above; and
C. you elect in writing to receive the payments outlined in
16(d)(1).
(3) For purposes of this agreement "Change in Control" means a transaction or
series of transactions whereby directly or indirectly;
A. any Person or combination of Persons acting jointly and in
concert (other than you or a corporation controlled directly
or indirectly by you) acquires a sufficient number of
securities of Draxis to materially affect the control of
Draxis as defined below. For the purposes of this Agreement, a
Person or combination of Persons acting jointly and in
concert, holding shares or other securities in excess of the
number which, directly or following the conversion or exercise
thereof would entitle the holders thereof to cast 20% or more
of the votes attached to all shares of Draxis which may be
cast to elect directors of Draxis, shall be deemed to affect
materially the control of Draxis, in which case the Change in
Control shall be deemed to occur on the date that is the later
of the date that the security representing one more than that
required to cast 20% of the votes attached to all shares of
Draxis which may be cast to elect directors of Draxis is
acquired or the date on which the persons acting jointly and
in concert agree to so act;
B. Draxis shall consolidate or merge with or into, amalgamate
with, or enter into a statutory arrangement or business
combination with, any other Person (other than a corporation
controlled directly or indirectly by you) and, in connection
therewith, all or part of the outstanding shares of Draxis
which have voting rights attached thereto shall be changed in
any way, reclassified or converted into, exchanged or
otherwise acquired for shares or other securities of Draxis or
any other Person or for cash or any other property and control
of Draxis is thereby materially affected, as defined above, in
which case the Change in Control shall be deemed to occur on
the date of closing of the consolidation, merger,
amalgamation, statutory arrangement or business combination,
as the case may be; or
C. Draxis shall sell or otherwise transfer, including by way of
the grant of a leasehold interest (or one or more subsidiaries
of Draxis shall sell or otherwise transfer, including without
limitation by way of the grant of a leasehold interest)
property or assets aggregating more than 50% of the
consolidated assets (measured by either book value or fair
market value based on the most recent audited financial
statements) of Draxis and its subsidiaries as at the end of
the most recently completed financial year to any other Person
or Persons, in which case the Change in Control shall be
deemed to occur on the date of transfer of the assets
representing one dollar more than 50% of the consolidated
assets;
other than a transaction or series of transactions which involves a
sale of securities or assets of Draxis with which you are involved as a
purchaser in any manner, whether directly or indirectly, and whether by
way of participation in a corporation or partnership that is a
purchaser or by provision of debt, equity or purchase leaseback
financing (but excluding where your sole involvement with such a
purchase is the ownership of an equity interest of less than 5% of the
acquirer where the acquirer is a public company)
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Dr. Martin Barkin April 15, 1999
and you and persons acting jointly and in concert with you hold
securities of the acquirer which, directly, or following the conversion
or exercise thereof, would entitle the holders thereof to cast 5% or
more of the votes attached to all shares or other interests of the
acquirer which may be cast to elect directors or the management of the
acquirer.
Draxis shall use its reasonable best efforts to require any successor (whether
direct or indirect) to all or substantially all of its shares and/or assets to
expressly agree in writing to assume and to perform this Agreement in the same
manner that Draxis would have been required to perform it if no such succession
had occurred. If Draxis falls to obtain any such successor's express written
agreement prior to the effective date of such succession, such failure shall be
deemed to be a termination of your employment by Draxis and such termination
shall be deemed to have occurred on the date immediately prior to the Change of
Control date. In such event, at the discretion of Draxis, Section 16(b) or (c)
will not be applicable, and Draxis shall pay to you those amounts outlined in
section 16(d)(1) above and section 16(h) shall be applicable.
(e) TERMINATION BY DRAXIS WITHOUT CAUSE UPON DISABILITY
If, as a result of incapacity due to physical or mental illness, you
are unable to render services of substantially the kind and nature, and
substantially to the extent required to be rendered in accordance with this
Agreement, and if such incapacity is expected to continue for a period of at
least six consecutive months from the date such incapacity commenced ("Absence
Date") this Agreement may be deemed to be frustrated. Your employment hereunder
shall cease effective on the tenth day after written notice of cessation to you,
provided that prior to such cessation Draxis has been furnished with the written
certification of a qualified medical doctor designated by Draxis and you jointly
which states that you are and are expected to continue to be for at least six
consecutive months from the Absence Date, unable to render such services by
reason of such incapacity and the date upon which such incapacity commenced. If
Draxis and you are unable to agree on the designation of a qualified medical
doctor to make such determination, then each party shall designate a medical
doctor who, together, shall agree upon a third qualified medical doctor to make
such determination. The decision of the third medical doctor shall be binding on
Draxis and you. You consent to submit to such examination as may be required by
any such medical doctor or doctors.
If your employment ceases pursuant to this section, you shall be
entitled to receive a total amount equivalent to three years of your then
current Base Salary, commencing on the date upon which the notice of cessation
is delivered and payable in 72 regular payments equivalent to your regular
semi-monthly Base Salary on the regular Draxis pay days. If you are in receipt
of disability benefits payable pursuant to the benefit plans described above,
then each semi-monthly payment payable by Draxis shall be reduced by an amount
equivalent to the disability benefits payment received during that pay period.
Notwithstanding the cessation of your employment pursuant to this section, you
shall be entitled to retain and exercise all stock options and Employee
Participation Shares granted to you during your employment with Draxis.
(f) 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 death but unpaid will be paid to your estate,
however, no other payment of any compensation either by way of anticipated
earnings or damages of any kind shall be paid and section 16(h) shall be
applicable.
(g) RESIGNATION AND RETIREMENT
You shall provide Draxis with three months' notice, in writing, of your
resignation or your retirement from Draxis.
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Dr. Martin Barkin April 15, 1999
(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 or Employee Participation
Shares nor shall you be entitled to any further participation in the Stock
Purchase and Bonus Plan or any other incentive plan of Draxis other than as
specifically set forth in Sections 16(c)(4), 16(d)(E), 16(e) and this Section
16(h). For further clarity, in the event of termination of this Agreement and
your employment hereunder for any reason, the provisions of Section 16(c)(4),
16(d)(E) and 16(e) of this Agreement, and the terms provided in the event of
termination under the Draxis Stock Option Plan, Stock Purchase and Bonus Plan,
Stock Ownership Plan and Employee Participation Share Purchase Plan shall apply.
17. FAIR AND REASONABLE
The parties confirm that the notice requirements and pay in lieu of
notice provisions set out above in section 16 are fair and reasonable and that
no further notice or payments of any kind are owed or required. The parties
agree that upon any termination of this Agreement by Draxis or upon any
termination of this Agreement by you, that you shall have no action, cause of
action, claim or demand, either statutory or at common law, against Draxis or
any other Person as a consequence of such termination.
18. RETURN OF PROPERTY
In the event your employment with Draxis is terminated for any reason,
including resignation or retirement, you will immediately return all Draxis
property in your possession or under your control.
19. PROVISIONS OPERATING FOLLOWING TERMINATION
Notwithstanding any termination of your employment with or without
cause, sections 15, 16, 17 and 18, and any provision of this Agreement
necessary to give it efficacy, shall continue in full force and effect
following such termination.
20. SERVERABILITY
If any provision of this Agreement is determined to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall
attach only to such provision or part thereof and the remaining part of such
provision and all other provisions hereof shall continue in full force and
effect.
21. NOTICE
Any notice to be given in connection with this Agreement shall be given
in writing and may be given by personal delivery or by registered mail addressed
to the recipient as follows:
To: Dr. Martin Barkin
54 Old Forest Hill Road
Toronto, Ontario
M5P 2P9
To: Draxis Health Inc.
6870 Goreway Drive
Mississauga, Ontario
L4V 1P1
Attention: Chairman of the Board of Directors
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Dr. Martin Barkin April 15, 1999
or such other address or individual as may be designated by notice by either
party to the other. Any notice given by personal delivery shall be deemed to
have been given on the day of actual delivery and, if made or given by
registered mail on the third day, other than a Saturday, Sunday or a statutory
holiday in Ontario, following the deposit thereof in the mail.
22. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the law of the Province of Ontario.
23. BENEFIT OF AGREEMENT
This Agreement shall enure to the benefit of and be binding upon your
heirs, executors, administrators and legal personal representatives and the
successors and assigns of Draxis respectively.
24. ENTIRE AGREEMENT
This Agreement and the Draxis Code of Ethics constitute the entire
agreement between the parties with respect to your terms and conditions of
employment and cancel and supersede any prior understandings and agreements
between the parties to this Agreement including the letter dated January 24,
1992. There are no representations, warranties, forms, conditions, undertakings
or collateral agreements expressed, implied or statutory between the parties
other than as expressly set forth in this Agreement and the Draxis Code of
Ethics. You waive any right to assert a claim in tort based on any
pre-contractual representations, negligent or otherwise, made by Draxis.
To acknowledge that the terms of employment as expressed in this
Agreement are acceptable to you, please execute the enclosed copy of this letter
as indicated below and return it to me at your earliest opportunity.
Yours truly,
DRAXIS HEALTH INC.
Per: /s/ Brian King
-------------------------------
Chairman, Board of Directors of
Draxis Health Inc.
I accept the above-noted terms of employment with Draxis as President
and Chief Executive Officer and in consideration of my continued employment with
Draxis and the payment of $5.00, the sufficiency and receipt of which is
acknowledged, I agree to comply with and be bound by the terms of employment
outlined in this Agreement.
Dated at Mississauga, the 16th day of APRIL, 1999
/s/ Olha Luszowski /s/ Martin Barkin
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Witness Dr. Martin Barkin