EXHIBIT 4.19
[DRAXIS LOGO] XX. XXXXXX XXXXXX
President and CEO
Telephone: (000) 000-0000 #000
FACSIMILE: (000) 000-0000
CELLULAR: (000) 000-0000
xxxxxxx@xxxxxx.xxx
April 15, 1999
PERSONAL & CONFIDENTIAL
DELIVERED
Xxxxx Xxxxxxx, Ph.D.
00 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
Dear Xx. Xxxxxxx:
Since August 13, 1990, 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. EMPLOYMENT
You shall be employed with Draxis as its Vice-President, Scientific and
Regulatory Affairs on the terms and conditions contained in this Agreement.
You shall report to the Chief Executive Officer of Draxis. Without limiting
the scope of your duties and responsibilities, as Vice-President, Scientific
and Regulatory Affairs, you shall be responsible for overseeing the
scientific and regulatory affairs of Draxis including, without limitation,
the clinical research of Draxis and the quality control of the products
produced by Draxis. In addition, you will perform any additional employment
responsibilities assigned to you by the President and Chief Executive Officer
of Draxis from time to time.
2. PLACE OF EMPLOYMENT
As Vice-President, Scientific and Regulatory Affairs, you will operate
from the Draxis offices located in Mississauga. It is acknowledged, however,
that there will be some domestic and international travel required. Such
travel is understood to be necessary in order to promote the business of
Draxis and so that you may remain at the forefront of scientific knowledge by
attending relevant scientific conferences or symposiums.
DRAXIS HEALTH INC., 0000 Xxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx X0X 0X0
Tel: (000) 000-0000 Fax: (000) 000-0000
SANTE DRAXIS INC., 00000 Xxxxx Xxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxx X0X 0X0
Tel: (000) 000-0000 Fax: (000) 000-0000
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Xx. Xxxxx Xxxxxxx April 15, 1999
3. RESEARCH
Draxis recognizes that you are an acknowledged leader in the scientific
community in the field of Pharmacology. It is the intent of Draxis that as
its Vice-President, Scientific and Regulatory Affairs you will retain and
expand upon your extensive scientific knowledge. To this end, Draxis will
reimburse you for all professional fees or dues which you incur as a cost of
membership in those scientific Societies or Associations to which you belong.
In addition, subject to the confidentiality provisions discussed below,
Draxis will reimburse you for the costs of attendance at those conferences
where you present papers or other scientific research as a representative of
Draxis, or where you attend conferences necessary in order to retain your
expertise and scientific knowledge.
4. BASE SALARY
Draxis will pay to you during the term of this Agreement a gross salary
of $170,000 per annum, payable semi-monthly, in arrears, in 24 equal
installments of $7,083.33 ("Base Salary"). Such salary shall be subject to
annual review in accordance with Draxis' regular administrative practices of
salary review applicable to the executive employees of Draxis. Any salary
increases shall be determined on merit by the Chief Executive Officer of
Draxis. The Chief Executive Officer will advise you of any changes to your
salary in advance of the implementation date.
As an officer of the company, 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 (as such term is defined in the CANADA BUSINESS CORPORATIONS ACT)
("Affiliates").
5. BENEFITS
You will be entitled to participate in all benefit plans which Draxis
shall from time to time make available to its executive employees, subject to
applicable eligibility rules thereof. The benefits currently offered are:
- major medical
- dental
- group life
- long term disability
- accidental death and dismemberment
6. STOCK OPTION PLAN
You will be eligible to participate in the Stock Option Plan of Draxis,
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 grant was made and the terms of this Agreement:
NO. OF OPTIONS PRICE EXPIRY DATE
-------------- ----- -----------
30,000 $3.05 August 11, 2003
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Xx. Xxxxx Xxxxxxx April 15, 1999
7. 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.
8. 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 50,000 Employee Participation Shares, Series A and
100,000 Employee Participation Shares, Series B.
9. DISCRETIONARY BONUS
The Chief Executive Officer and the Compensation Committee, in their
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 31 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 40% of your Base Salary, as determined by the
Chief Executive Officer of Draxis and the Compensation Committee of the Board
of Directors in their sole discretion.
10. VACATION
Each calendar year, commencing on January 1, you shall be entitled to
four 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 Chief Executive Officer of
Draxis.
11. 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 Draxis and its Affiliates (the "Company"). For all such
expenses you agree you will furnish statements and vouchers as and when
required by Draxis.
12. 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.
13. EMPLOYEE'S COVENANTS
You agree that you shall devote the whole of your working time,
attention and ability to the business of Draxis and shall use reasonable best
efforts to promote the interests of Draxis.
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Xx. Xxxxx Xxxxxxx April 15, 1999
Further, 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 Draxis which consent shall not be
unreasonably withheld, engage or otherwise be concerned in any other business
or occupation, or become a director, officer, agent or employee of any other
entity.
14. CONFIDENTIAL INFORMATION, NON-SOLICITATION AND NON-COMPETITION
(a) NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
As Vice-President, Scientific and Regulatory Affairs, 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;
(xii) compensation and benefits paid to employees; 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 should 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.
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Xx. Xxxxx Xxxxxxx April 15, 1999
(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
period of your employment, 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;
(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) INVENTIONS AND PATENTS
In the event that you contribute to any patentable invention arising
out of or in the course of your employment with Draxis, any such patentable
invention shall be the exclusive property of Draxis or its Affiliate (as
appropriate) and Draxis or its Affiliate (as appropriate) shall have the
exclusive right to file patent applications in its name in connection
therewith. You agree that you will co-operate with the Company and provide
all necessary assistance in the filing and prosecution, if necessary, of such
patent applications.
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Xx. Xxxxx Xxxxxxx April 15, 1999
(d) COPYRIGHT
You acknowledge and agree that all work created by you in the course of
your employment, and all copyrights and similar rights in all such works,
shall from the inception of the creation, be the exclusive and absolute
property of Draxis or its Affiliate (as appropriate). If for any reason any
of such rights are invested in you, then you will hereby assign those rights
to Draxis or its Affiliate (as appropriate) exclusively and absolutely. You
further waive all moral rights in such works for the benefit of Draxis or its
Affiliate (as appropriate) and their respective successors, licensees and
assigns.
(e) REASONABLENESS
You agree that the obligations set out in Sections 14(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 14(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 14(a) and (b) is a key incentive to
Draxis formalizing the current terms and conditions of your
employment.
(f) 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.
15. TERMINATION OF EMPLOYMENT
(a) TERMINATION BY DRAXIS FOR CAUSE
Draxis may terminate this Agreement and your employment hereunder at
any time for cause 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 two 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 15(c) shall be
applicable, but such payments as may be required by sections 15(c)(1) and (4)
shall be reduced by the notice provided, so that the total notice and
compensation in lieu of notice provided to you shall be equivalent to two
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.
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Xx. Xxxxxx Xxxxxxx April 15, 1999
Except as outline in section 15(b), if your employment is terminated
without cause pursuant to this section, Draxis shall:
(1) Pay to you a severance allowance equivalent to two
years' of your then Base Salary 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 all stock options, Employee
Participation Shares and other securities which have
vested or accrued during your employment with Draxis
and which will accrue or vest during the two year
period following termination of this Agreement and
your employment hereunder, as if you had remained
employed for that two 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
15(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 two year
period following termination of this Agreement.
(d) TERMINATION PAYMENT FOLLOWING A CHANGE OF CONTROL
(1) In accordance with paragraph 15(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;
B. any unpaid vacation pay earned up to and including
date of termination;
C. a lump sum amount, equal to three times your then
current Base Salary in effect 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 and which will accrue or vest during the
three year period immediately following the Change of
Control, as if you were employed by the successor
employer for that three year period.
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Xx. Xxxxx Xxxxxxx April 15, 1999
The payment referred to in paragraph 15(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 15(d)(1)(D) above, the payment referred to in 15(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
15(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 three year
period following termination of this Agreement.
(2) These payments outline in 15(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 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
Section 15(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 entitled 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
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Xx. Xxxxx Xxxxxxx April 15, 1999
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 of 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) 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 fails 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 15(b) or (c) will not be applicable, and Draxis shall pay to
you those amounts in section 15(d)(1) above and section 15(h) shall be
applicable.
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Xx. Xxxxx Xxxxxxx April 15, 1999
(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 two years of your then
current Base Salary, commencing the date upon which the notice of cessation
is delivered and payable in 48 regular payments 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.
(g) RESIGNATION AND RETIREMENT
You shall provide Draxis with three months' notice, in writing, of your
resignation or your retirement from Draxis.
(h) NO FURTHER NOTICE OR COMPENSATION
For further clarity, in the event of termination of this Agreement and
your employment hereunder for any reason, 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.
16. FAIR AND REASONABLE
The parties confirm that the notice requirements and pay in lieu of
notice provisions set out above in section 15 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.
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Xx. Xxxxx Xxxxxxx April 15, 1999
17. 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.
18. PROVISIONS OPERATING FOLLOWING TERMINATION
Notwithstanding any termination of your employment with or without
cause, sections 14, 15, 16 and 17, and any provision of this Agreement
necessary to give it efficacy, shall continue in full force and effect
following such termination.
19. SEVERABILITY
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.
20. 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: Xx. X. Xxxxxxx
00 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx
X0X 0X0
To: Draxis Health Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
ATTENTION: PRESIDENT AND CHIEF EXECUTIVE OFFICER
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.
21. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
law of the Province of Ontario.
22. 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.
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23. 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 August 13,
1990. 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/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, M.D., F.R.C.S.C.
President and Chief Executive Officer
I accept the above-noted terms of employment with Draxis as
Vice-President, Scientific and Regulatory Affairs 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 25 day of June, 1999.
/s/ Xxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxx
----------------------------------- --------------------------------------
Witness Xxxxx Xxxxxxx, Ph.D.
