exv4w1






Exhibit 4.1




	 	 	 	 	 
	

	 	Industry Canada
	 	Industrie Canada






	 	 	 
	Restated Certificate

	 	Certificate
	of Incorporation

	 	de constitution à jour
	 
	 	 
	Canada Business

	 	Loi canadienne sur
	Corporations Act

	 	les sociétés par actions











	 	 	 
	AETERNA ZENTARIS INC.

	 	264271-9
	 
	 	 
	 

	 	 
	Name
of corporation-Dénomination de la société

	 	Corporation number-Numéro de la société
	 
	 	 
	I hereby certify that the articles of incorporation
of the above-named corporation were restated under
section 180 of the Canada Business Corporations Act
as set out in the attached restated articles of
incorporation.

	 	Je certifie que les statuts constitutifs de
la société susmentionnée ont été mis à jour
en vertu de l’article 180 de la Loi
canadienne sur les sociétés par actions, tel
qu’il est indiqué dans les statuts mis à
jour ci-joints.
	 
	 	 
	

	 	June 1, 2004 / le 1 juin 2004
	 
	 	 
	Director — Directeur

	 	Effective Date of Restatement —
	 

	 	Date d’entrée en
vigueur de la mise à jour















 









 





	 	 	 	 	 	 	 	 	 
	

	 	
Industry Canada
	 	
Industrie Canada
	 	FORM 7

RESTATED ARTICLES OF
	 	FORMULAIRE 7

STATUTS CONSTITUTIFS
	 

	 	Canada Business
	 	Loi canadienne sur
	 	INCORPORATION
	 	MIS À JOUR
	 

	 	Corporations Act
	 	les sociétés par actions
	 	(SECTION 180)
	 	(ARTICLE 180)






	 	 	 	 	 	 
	 	 	 	 
	1 -

	 	Name of the Corporation — Dénomination sociale de la société
	 	 	Corporation No. — N° de la société
	 
	 	 	 	 	 
	 

	 	AETERNA ZENTARIS INC.
	 	 	 264271-9
	 	 	 	 
	 	 	 	 






					
	2 -

	 	The province or territory in Canada where the registered office is
situated
	 	La province ou le territoire au
Canada ou est situé le siége social
	 
	 	 	 	 
	 

	 	JUDICIAL DISTRICT OF QUÉBEC,
PROVINCE OF QUÉBEC	 	 
	 	 	 	 
	 	 	 	 







					
	3 -

	 	The classes and any
maximum number of shares that the
corporation is authorized to issue
	 	Catégories et tout nombre maximal d’actions que la
société est autorisée à émettre







– an unlimited number of common shares;




– an unlimited number of First Preferred Shares, issuable in series; and




– an unlimited number of Second Preferred Shares, issuable in series;




and the rights, privileges, restrictions and conditions attaching these shares are
set out in the annexed Schedule 1 which is incorporated in this form.



 




	 	 	 
	 
	4 - Restrictions, if any, on share transfers

	 	Restrictions sur le transfert des actions, s’il y a lieu
	 
	 	 
	NOT APPLICABLE
	 	 
	 
	 	 
	 
	5 - Number (or minimum and maximum number) of directors

	 	Nombre (ou nombre minimal et maximal) d’administrateurs
	 
	 	 
	MINIMUM 5 — MAXIMUM 15
	 	 
	 
	 	 
	 
	6 - Restrictions, if any, on business the corporation
may carry on

	 	Limites imposées à l’activité commerciale de la société, s’il y a lieu
	 
	 	 
	NOT APPLICABLE
	 	 
	 
	 	 
	 
	7 - Other provisions, if any

	 	Autres dispositions, s’il y a lieu






The annexed Schedule 2 is incorporated into this form.




	 	 	 
	 
	These restated articles of
incorporation correctly set out,
without substantive change, the
corresponding provisions of the
articles of incorporation as
amended and supersede the original
articles of incorporation.

	 	Cette mise à jour des statuts
constitutifs démontre exactement,
sans changement substantiel, les
dispositions correspondantes des
statuts constitutifs modifiés qui
remplacent les statuts constitutifs
originaux.











 









 





SCHEDULE 1




TO THE RESTATED ARTICLES OF



ÆSTERNA ZENTARIS INC.


The authorized share capital of Æterna Zentaris Inc. (the “Corporation”) shall consist of an
unlimited number of Common Shares, an unlimited number of First Preferred Shares, issuable in
series, and an unlimited number of Second Preferred Shares, issuable in series. For the purposes
of this Schedule 1 to the Restated Articles of the Corporation, any reference to Subordinate
Voting Shares shall be deemed to be to the Common Shares. The rights, privileges, restrictions and
conditions attaching to each class of shares are as follows:




ARTICLE 1

Common Shares





	1.1	 	Voting Rights. The holders of the Common Shares shall be entitled to one (1) vote
for each Common Share held by them at all meetings of shareholders, except meetings at which
only shareholders of a specified class of shares are entitled to vote.
	 
	1.2	 	Dividend Rights. Subject to section 2.3 hereof, the holders of the Common
Shares shall be entitled to receive such dividends as are declared by the Board of Directors
of the Corporation on the Common Shares.
	 
	1.3	 	Liquidation Rights. The holders of the Common Shares shall be entitled to receive,
subject to the other provisions hereof the remaining property of the Corporation upon any
liquidation, dissolution or winding-up of the affairs of the Corporation, whether voluntary
or involuntary.





ARTICLE 2

First Preferred Shares and
Second Preferred Shares



The First Preferred Shares and the Second Preferred Shares (such shares being hereinafter
sometimes collectively referred to as the “Preferred Shares”) shall be issuable in series and the
rights, privileges, restrictions and conditions attaching thereto are as follows:





	2.1	 	Issuance in Series
	 
	 	 	The Preferred Shares shall be issuable at any time in one or more series, as provided
above, which shares shall rank equally, within their respective series, in regard to the
payment of dividends and the distribution of property in the event of the liquidation,
dissolution or winding-up of the Corporation or the distribution of all or part of its
assets among the shareholders.





 









 






	 	 	The Board of Directors may, from time to time, provide for series of Preferred Shares to be
created and issued. Before any Preferred Shares of a given series are issued, the Board of
Directors shall:






	 	2.1.1	 	determine how such series of First Preferred Shares or Second Preferred
Shares is to be designated;
	 
	 	2.1.2	 	determine the number of First Preferred Shares or Second Preferred Shares
that will make up such series;
	 
	 	2.1.3	 	determine, subject to the attributes common to all the Preferred Shares, the
rights, privileges, restrictions and conditions attaching to such series of shares,
including, but without limiting the generality of the foregoing:






	 	2.1.3.1	 	the rate, amount or method of calculation of the dividend applicable to
the shares of such series, the method of payment of such dividend and
whether it is cumulative or non-cumulative; and
	 
	 	2.1.3.2	 	such rights, privileges, restrictions and conditions, if any, as may be
considered appropriate in regard to the acquisition of such shares by the
Corporation (at the option of the Corporation, at the option of the holder
or otherwise), the creation of a sinking fund or purchase fund with respect
thereto, the transfer of such shares or the exchange or conversion thereof
into shares of another series or class; and






	 	2.1.4	 	amend the articles of the Corporation accordingly, in conformity with
the Canada Business Corporations Act.






	2.2	 	Voting
	 
	 	 	The holders of the Preferred Shares shall not be entitled to receive notice of or to
attend or vote at meetings of shareholders.
	 
	2.3	 	Dividends






	 	2.3.1	 	The holders of Preferred Shares of a series shall be entitled to receive,
with respect to each financial year of the Corporation or such other period as may be
specified in the articles of amendment with respect to such series, preferential
dividends, the rate, amount or method of calculation and the method of payment of
which dividend, and whether it is cumulative or non-cumulative, shall be as determined
in the relevant articles of amendment.
	 
	 	2.3.2	 	The holders of Preferred Shares of a series shall not, as such, be entitled
to any further dividend or any dividend other than the specific




 









 






	 	 	 	preferential dividend provided for in the articles of amendment with respect to
such series.
	 
	 	2.3.3	 	No dividend may be declared, paid or set aside for payment, during a
financial year of the Corporation or such other period specified in the relevant
articles of amendment, on the Second Preferred Shares, the Subordinate Voting Shares
and the Multiple Voting Shares or any other share of the share capital of the
Corporation ranking junior to the First Preferred Shares, unless any current dividend
on any First Preferred Shares then outstanding and any accrued dividends on any such
shares with a cumulative dividend shall first have been declared and paid or set aside
for payment with respect to the same year or period.
	 
	 	2.3.4	 	No dividend may be declared, paid or set aside for payment, during a
financial year of the Corporation or such other period specified in the relevant
articles of amendment, on the Subordinate Voting Shares and the Multiple Voting Shares
or any other share of the share capital of the Corporation ranking junior to the
Second Preferred Shares, unless any current dividend on any Second Preferred Shares
then outstanding and any accrued dividends on any such shares with a cumulative
dividend shall first have been declared and paid or set aside for payment with respect
to the same year or period
	 
	 	2.3.5	 	The dividend applicable to any Preferred Share of a series with a cumulative
dividend shall begin to accrue from the date such shares are issued, unless the
articles of amendment with respect to such series provide for a different date, in
which case such cumulative dividend shall begin to accrue from the date specified in
the relevant articles of amendment.
	 
	 	2.3.6	 	The dividend applicable to any Preferred Share of a series with a cumulative
dividend shall be earned only at the end of a financial year or of such other period to
which it relates, unless the articles of amendment with respect to such series provide
that such dividend is to be earned on a daily basis or in any other manner, in which
case the relevant articles of amendment shall prevail.
	 
	 	2.3.7	 	Where an amount declared as a dividend is insufficient to pay any current
dividend on any Preferred Shares then outstanding and any accrued dividends on any
such shares with a cumulative dividend, the holders of Preferred Shares shall
participate in such dividend on an equal basis within their respective series, in
proportion to the amounts that would be payable if current and accrued dividends were
paid in full.






	2.4	 	Liquidation, Dissolution or Winding-up




 









 












	 	2.4.1	 	In the event of the liquidation of the Corporation, the distribution of
its
property upon its dissolution or winding-up, or the distribution of all or
part of its assets among the shareholders, the holders of Preferred Shares
of every series shall receive, in cash or in kind, an amount equal to the
value of the consideration paid in respect of such shares outstanding, as
credited to the issued and paid-up share capital account of the
Corporation, together with:






	 	2.4.1.1	 	in the case of Preferred Shares with a cumulative dividend, the amount
of any dividends then accrued or declared on such shares and unpaid;
	 
	 	2.4.1.2	 	in the case of Preferred Shares with a non-cumulative dividend, the
amount of any dividends then declared on such shares and unpaid; and
	 
	 	2.4.1.3	 	all other amounts, if any, specified in the articles of amendment
creating the share series concerned.






	 	2.4.2	 	The holders of First Preferred Shares shall be entitled to receive these
amounts in preference and priority to any participation of holders of Second Preferred
Shares, Subordinate Voting Shares and Multiple Voting Shares or shares of any other
class of shares of the share capital of the Corporation ranking junior to the First
Preferred Shares, on an equal basis, in proportion to the amount of their respective
claims in regard to such shares held by them.
	 
	 	2.4.3	 	The holders of Second Preferred Shares shall be entitled to receive these
amounts in preference and priority to any participation of holders of Subordinate
Voting Shares and Multiple Voting Shares or shares of any other class of shares of the
share capital of the Corporation ranking junior to the Second Preferred Shares, on an
equal basis, in proportion to the amount of their respective claims in regard to such
shares held by them.
	 
	 	2.4.4	 	The holders of Preferred Shares shall not be entitled to participate further
in such distribution, the remaining property of the Corporation devolving to holders
of the other shares of the share capital of the Corporation according to their
respective rights.






	2.5	 	Amendments






	 	2.5.1	 	Subject to the provisions of sections 173 and following of the Canada
Business Corporations Act and subject to the articles of the Corporation being
amended, the Board of Directors may at any time adopt a resolution to modify, amend,
suspend or repeal the rights, privileges, restrictions and conditions attaching to
any Preferred Shares in order to authorize the creation of shares of a new class
ranking prior to or having




 









 












	 	 	 	the same rank as such Preferred Shares in regard to dividends or distribution of
property in the event of the liquidation, dissolution or winding-up of the Corporation
or the distribution of all or part of its assets among the shareholders, or in order to
make the shares of an existing class rank prior to or have the same rank as such
Preferred Shares in regard thereto, but no such resolution shall be effective unless
ratified by at least three quarters
(3/4)
of the votes cast by the holders of
Preferred Shares of each series affected by such amendment, voting separately as a
series, present or represented at a meeting called and held for such purpose; a meeting
may nevertheless be held jointly with other shareholders provided that a separate vote
is taken among holders of Preferred Shares of each series affected by such amendment.
The formalities to be observed in regard to the calling and conduct of any such meeting
and the quorum therefor shall be those prescribed in the by-laws of the Corporation in
regard to meetings of holders of shares carrying the right to vote at shareholders’
meetings, mutatis mutandis. A vote with respect to Preferred Shares may also be
expressed by resolution in writing signed by all the holders entitled to vote on the
resolution concerned.
	 
	 	2.5.2	 	If the proposed amendment stands to affect the rights of holders of Preferred Shares of a
given series in a manner or to an extent significantly different from the manner or extent to
which it affects the rights of holders of Preferred Shares of any other series, such amendment
must then, in addition to being approved by the holders of Preferred Shares of each series
affected by the amendment, voting as a series as provided above, be approved, in the same
manner, by the holders of Preferred Shares of every such series, voting separately as a
series, and the provisions of article 2.5.1 shall apply to the procedure for obtaining such
approval, mutatis mutandis.





 









 





SCHEDULE 2




TO THE RESTATED ARTICLES OF



ÆTERNA ZENTARIS INC.




7 —  Other provisions, if any



The directors shall be authorized to appoint one or more additional directors (in addition to the
number of directors elected at the last annual meeting), who will remaining in office for a period
terminating no later that at the adjournment of the next annual meeting provided that the total
number of directors so appointed does not exceed one-third of the number of directors elected at
such last annual meeting.