Exhibit 4.4


 


AMENDMENT #1 TO THE SERVICE CONTRACT FOR MANAGING
DIRECTOR ENTERED INTO ON


SEPTEMBER 1ST, 2008


 


	
  BETWEEN:

  	
   

  	
  ÆTERNA
  ZENTARIS GmbH,
  Weismüllerstraße 50, 60314 Frankfurt am Main

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (hereinafter
  referred to as the “Company”)

  
	
   

  	
   

  	
   

  
	
  AND:

  	
   

  	
  PROF. JUERGEN
  ENGEL,
  domiciled [civic address
  redacted for privacy reasons], Alzenau

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (hereinafter
  referred to as the “Managing Director”)

  



 


WHEREAS the
Company and the Managing Director entered into a Service Contract for Managing
Director (“Service Contract”) on December 5, 2007;


 


WHEREAS the
Managing Director has since been appointed President and Chief Executive
Officer of the Company’s parent Company;


 


AND WHEREAS
it has become appropriate to amend some provisions of the original Service
Contract in order to take into account the above-mentioned appointment.


 


THEREFORE, in
consideration of the mutual promises and covenants hereinafter set forth, the
parties agree as follows:


 


1.             Article 2 of the Service Contract shall
now read as follows:


 


The Managing Director shall
devote his full working time and ability to the Company’s business and also to
that of the Company’s parent company, Æterna Zentaris Inc. Any other activity
for remuneration and any activity which normally entitles to remuneration,
including any part time work, is subject to the explicit prior written consent
of the Company. The Company may refuse to grant such consent without giving
reasons therefore. The Company hereby already consents to the Managing Director’s
employment agreement with Æterna Zentaris Inc. as its President and Chief
Executive Officer and also to his secondary consulting activities for Degussa
AG (now Evonik Degussa), Neryx Biopharmaceuticals and as a member of the
scientific advisory board of GIG, as long as it is non-competitive with the
Company ́s business.


 


2.             Article 5 of the Service Contract shall
now read as follows:


 


5.1           The
Managing Director shall be entitled to a gross annual salary in the amount of €
312,000 as of September 1st, 2008 to be paid
according to the Company’s standard payroll practice. The annual salary will be
revised yearly to be effective on January 1st of each calendar year.


 


5.2           The
Managing Director shall be
entitled to an annual target bonus, in respect of each full or partial fiscal
year of the Company, which is from January 1 to December 31. The
annual bonus for the 2008 fiscal year, which shall not be prorated, shall be € 91,000
for the first 8 months on an annual basis and € 156,000 for the last 4 months
on an annual basis. In all cases, the Executive’s eligibility to such annual
bonus is conditional upon the attainment of annual targets that shall be agreed
upon between the Board of the parent Company and the Executive. Actual bonus payments,
if any, may be less than equal to or equal to the target.


 


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5.3           By payment
of the above mentioned remuneration, all activities, which the Managing
Director has to perform under this Service Contract, shall be compensated. In
particular, the Managing Director shall not be entitled to any additional
compensation of overtime work nor shall he be entitled to any other salary or
bonus from the parent Company.


 


3.             All other provisions of the Service Contract
remain unchanged and in full force.


 


IN WITNESS WHEREOF the parties hereto have caused this amendment
to be executed on September 1st, 2008.


 


	
  ÆTERNA ZENTARIS GmbH

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Prof. Juergen Engel

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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