Form Of Voting Trust Agreement

EXHIBIT 9.1


VOTING TRUST
------------


VOTING TRUST AGREEMENT, dated as of , 1998, by and among Counsel Corporation, an Ontario corporation (the "Canadian Seller"), Counsel Healthcare Assets, Inc., a Delaware corporation ("CHA", and together with the Canadian Seller, the "Stockholders"), and Bergen Brunswig Corporation, a New Jersey corporation, its successors in trust, as voting trustee (in such capacity, the "Voting Trustee").


R E C I T A L S
---------------


WHEREAS, the Stockholders are the legal and beneficial owners of the number of shares, indicated on Schedule I hereto, of common stock, par value $.01 (the "PharMerica Stock"), of PharMerica, Inc. (the "Corporation"), which shares constitute on the day hereof, approximately 8% of the issued and outstanding PharMerica Stock; and


WHEREAS, the Canadian Seller, Bergen Brunswig Corporation, Stadtlander Drug Co., Inc., a Pennsylvania corporation, and another subsidiary of the Canadian Seller have entered into a certain Stock Purchase Agreement, dated as of November 8, 1998 (the "Stock Purchase Agreement"), pursuant to which the Stockholders have agreed that the Voting Trustee shall be empowered to exercise the Stockholders' rights to direct the vote of their PharMerica Stock upon the circumstances described herein;


NOW, THEREFORE, the parties hereto hereby agree that a voting trust with respect to the shares of PharMerica Stock now owned (or received as a dividend on such shares) by each of the Stockholders is hereby created and established, subject to the terms and conditions of this Agreement (the "Voting Trust"), and further agree as follows:


SECTION 1. Registration of Voting Trust Stock. Simultaneously with the execution of this Agreement, the Stockholders shall deposit with the Voting Trustee all of the shares of PharMerica Stock owned by each of them by delivery to the Voting Trustee of certificates representing such shares of PharMerica Stock, together with stock powers, duly endorsed in blank, transferring such certificates to the Voting Trustee. The Voting Trustee is fully authorized to take such action as is necessary to effect the transfer of such shares of PharMerica Stock to, and in the name of, the Voting Trustee on the books of the Corporation (and also to cause any further transfers of such shares to be made which become necessary through any change of the entities holding the office of Voting Trustee, as hereinafter provided). The Voting Trustee shall file duplicates of this Agreement with the Secretary of the Corporation and the registered office of the Corporation in the State of Delaware. The certificates for the PharMerica Stock transferred and delivered to



the Voting Trustee pursuant to this Agreement shall be surrendered by the Voting Trustee to the Corporation and canceled, and new certificates therefor shall be issued to and held by the Voting Trustee in the name of the Voting Trustee (in its capacity as such) (such shares of PharMerica Stock and any other shares of PharMerica Stock that may in the future be deposited in the Voting Trust being referred to herein as the "Voting Trust Stock"). Upon receipt by the Voting Trustee of the certificates for such shares of PharMerica Stock and upon the transfer of such shares of PharMerica Stock into the name of the Voting Trustee, the Voting Trustee shall hold the Voting Trust Stock, as stockholder of record, subject to the terms and conditions of this Agreement. The Voting Trustee shall request the Corporation to state in the stock ledger of the Corporation that the shares of PharMerica Stock transferred or issued to the Voting Trustee were transferred or issued pursuant to this Agreement.


SECTION 2. Stock Certificates. On all certificates representing Voting Trust Stock, in addition to any other legend that may be required, the following legend shall be appended:


The shares of Common Stock evidenced by this stock certificate
are subject to certain restrictions, including restrictions on voting
and on transfer, contained in the Voting Trust Agreement, dated as of
__, 199 , among Counsel Corporation, Counsel Healthcare Assets, Inc.
and Bergen Brunswig Corporation, as voting trustee, and are issued
pursuant to such Voting Trust Agreement. By accepting this stock
certificate, the holder hereof agrees to be bound by all of the
provisions of such Voting Trust Agreement, which is available for
inspection by the holder hereof daily at the registered office of the
Corporation in the State of Delaware during regular business hours.


SECTION 3. Issuance of Voting Trust Certificates. The Voting Trustee shall issue to each of the Stockholders, in exchange for the Voting Trust Stock delivered hereunder, a voting trust certificate substantially in the form attached as Exhibit A hereto (a "Voting Trust Certificate"). Except as otherwise provided herein, all options, rights of purchase and other powers and privileges affecting the Voting Trust Stock represented by a Voting Trust Certificate shall attach to such Voting Trust Certificate.


SECTION 4. Voting of the Voting Trust Stock.


(a) The Voting Trustee shall have the exclusive right to exercise, in person or by its nominees or proxies or by written consent, all voting rights and powers granted under the Delaware General Corporation Law (the "DGCL") in respect of all Voting Trust Stock deposited hereunder, and to take part in, or consent to, any corporate or stockholder action of any kind whatsoever permissible under the DGCL (including, without limitation, calling such meetings and taking such other actions as may be permitted under the Corporation's Certificate of Incorporation and By-laws).


- 2 -


(b) Except as provided in Section 4(d) below, the Voting Trustee shall vote the Voting Trust Stock (or act by written consent) on all matters in accordance with the written instructions of the holder of Voting Trust Certificates relating to such Voting Trust Stock, or, if no such written instructions are obtained, vote " abstain".


(c) Intentionally omitted.


(d) In the event that the shareholders of the Corporation are asked to vote or grant consents with respect to a PharMerica Business Combination (as defined in the Stock Purchase Agreement), the Voting Trustee shall vote the Voting Trust Stock (or act by written consent) with respect to such vote in the manner and to the extent that it shall determine in its sole discretion, regardless of any instructions that may be given by the holders of the Voting Trust Certificates to, or otherwise received by, the Voting Trustee.


(e) The holders of the Voting Trust Certificates agree that (i) in voting the Voting Trust Stock, the Voting Trustee shall incur no liability in its capacity as such except for its willful failure or a failure resulting from its lack of exercise of reasonable diligence to comply with the terms of this Agreement as trustee hereunder, and (ii) to the fullest extent permitted by law, neither the Voting Trustee, nor any officer, director, employee or agent of the Voting Trustee, shall be liable for the consequence of any vote cast, or consent given by the Voting Trustee, or any other action taken or omitted to be taken by the Voting Trustee, except for any such liability resulting from its willful failure or a failure resulting from its lack of exercise of reasonable diligence to comply with the terms of this Agreement as trustee hereunder.


SECTION 5. Transfers of Certificates.


(a) The holders of the Voting Trust Certificates shall not transfer the Voting Trust Certificates other than (i) to any entity that is a direct or indirect wholly owned subsidiary of the Canadian Seller, or (ii) with the consent of the Voting Trustee, which consent shall not be unreasonably withheld. If, prior to the Expiration Time (as hereinafter defined), either of the holders of the Voting Trust Certificates notify the Voting Trustee that such holder desires to offer, sell, pledge or transfer any shares of the Voting Trust Stock of which it is the beneficial owner in a manner that is not precluded by Section 6.15 of Stock Purchase Agreement and tenders to the Voting Trustee for cancellation the Voting Trust Certificates associated with the shares of Voting Trust Stock to be so transferred, the Voting Trustee shall promptly cause such shares of Voting Trust Stock to be transferred into the name of such holder and upon consummation of such transfer, such shares of Voting Trust Stock shall cease to be governed by the terms of this Agreement.


(b) If any mutilated Voting Trust Certificate is surrendered


- 3 -


to the Voting Trustee, or the Voting Trustee receives evidence to its satisfaction that any Voting Trust Certificate has been destroyed, lost or stolen, and upon proof of ownership satisfactory to the Voting Trustee together with such security or indemnity as may be requested, in the case of destroyed, lost or stolen Voting Trust Certificates, by the Voting Trustee to save it harmless, the Voting Trustee shall execute and deliver a new Voting Trust Certificate for the same number of shares of Voting Trust Stock as the Voting Trust Certificate so mutilated, destroyed, lost or stolen, with such notations, if any, as the Voting Trustee ...