Exhibit 6

LOGO

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
and
MANAGEMENT PROXY CIRCULAR

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Æterna Zentaris Inc.

March 15,
2006

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LOGO

NOTICE OF ANNUAL MEETING  OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of Æterna Zentaris Inc. (the "Corporation") will be held at the Mount
Royal Centre, 2200 Mansfield, Montreal, Quebec, on Wednesday, May 3, 2006, at 10:30 a.m. (Montreal time) for the following purposes:

By
order of the Board of Directors,

LOGO

Mario
Paradis, CA
Corporate Secretary
Quebec City, Quebec, March 15, 2006

Shareholders unable to attend the meeting are requested to complete and sign the enclosed form of proxy and return it in the stamped envelope provided. To be
valid, proxies must reach the office of National Bank Trust Inc., Share Ownership Management, 1100 University Street, 12th Floor, Montreal, Quebec, H3B 2G7, no later
than at the close of business on the last business day preceding the date of the meeting or any adjournment thereof.

Æterna Zentaris Inc., 1405 du Parc-Technologique Boulevard, Quebec City, Quebec, G1P 4P5

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MANAGEMENT PROXY CIRCULAR

1.      SOLICITATION OF PROXIES

This Management Proxy Circular is furnished in connection with the solicitation, by the Management of Æterna
Zentaris Inc. (the "Corporation"), of proxies to be used at the annual meeting of shareholders of the Corporation (the "Meeting") to be held on Wednesday, May 3, 2006, at
the time and place and for the purposes set forth in the Notice of Annual Meeting of Shareholders (the "Notice of Meeting") or any adjournment thereof.

Unless
otherwise indicated, the information contained in this Circular is given as of March 15, 2006. All dollar amounts in this Management Proxy Circular are denominated in
Canadian dollars, unless otherwise indicated.

The
solicitation will be conducted primarily by mail; some proxies may also be solicited directly in the case of directors, officers or employees of the Corporation, but without further
compensation. The Corporation may also reimburse brokers and other persons holding the Corporation's common shares (the "Common Shares") on their behalf or on behalf of nominees, for costs
incurred in sending the proxy documents to principals and to obtain their proxies. The Corporation will assume the costs of solicitation, which are expected to be minimal.

2.      APPOINTMENT OF PROXYHOLDERS

The persons named as proxyholders in the enclosed form of proxy are directors or officers of the Corporation. A shareholder may appoint a
person other than the persons indicated in such proxy form to act as his or her proxyholder. To do so, the shareholder must write the name of such person in the appropriate space on the form of
proxy.In order to ensure they are counted, duly completed proxies must be received at the office of National Bank Trust Inc., Share Ownership Management,
1100 University Street, 12th Floor, Montreal, Quebec, H3B 2G7, no later than at the close of business on the last business day preceding the date of the Meeting or any
adjournment thereof, or they may be delivered
to the Chairman at the Meeting or at any adjournment thereof. A person acting as proxyholder need not be a shareholder of the Corporation.

3.      REVOCATION OF PROXIES

A shareholder giving a proxy may revoke it at all times by a document signed by him or her or by a proxyholder authorized in writing or, if the shareholder is a
corporation, by a document signed by an officer or a proxyholder duly authorized, given to the Corporate Secretary of the Corporation at 1405 du Parc-Technologique Boulevard, Quebec
City, Quebec, G1P 4P5, until the last business day, inclusively, preceding the day of the Meeting or any adjournment thereof at which the proxy is to be used, or to the Chairman of the Meeting
on the day of the Meeting or any adjournment thereof.

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4.      NON-REGISTERED HOLDERS OF SHARES

The information set forth in this section should be reviewed carefully by the non-registered shareholders of the Corporation.
Shareholders who do not hold their shares in their own name should note that only proxies deposited by shareholders who appear on the records maintained by the Corporation's registrar and transfer
agent as registered holders of shares will be recognized and acted upon at the Meeting.

Non-registered
shareholders may vote shares that are held by their nominees in one of two manners. Applicable securities laws and regulations, including National
Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer,
require nominees of non-registered shareholders to seek their voting instructions in advance of the Meeting. Non-registered shareholders will receive (or will have
received) from their nominees either a request for voting instructions or a proxy form for the number of shares held by them. The nominees' voting instructions or proxy forms will contain instructions
relating to signature and return of the document and these instructions should be carefully read and followed by non-registered shareholders to ensure that their shares are accordingly
voted at the Meeting.

Non-registered
shareholders who would like their shares to be voted for them must therefore follow the voting instructions provided by their nominees.

Non-registered
shareholders who wish to vote their shares in person at the Meeting must insert their own name in the space provided on the request for voting instructions or
proxy form, as the case may be, in order to appoint themselves as proxyholder and follow the signature and return instructions provided by their nominees. Non-registered shareholders who
appoint themselves as proxyholders should present themselves at the Meeting to a representative of National Bank Trust Inc. Non-registered shareholders should not otherwise complete
the form sent to them by their nominees as their votes will be taken and counted at the Meeting.

All references to "shareholders" in this Management Proxy Circular and the accompanying form of proxy and Notice of Meeting are to registered shareholders unless
specifically stated otherwise.

5.      VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The shares conferring voting rights at the Meeting are Common Shares. Each Common Share confers the right to one vote. As at March 15, 2006, there were
53,133,681 Common Shares issued and outstanding.

Holders
of Common Shares, entered on the list of shareholders compiled at the close of business (Montreal time) on March 15, 2006, will have the right to vote at the Meeting or at
any adjournment thereof if they are present or represented by a proxyholder.

To
the knowledge of the directors and officers of the Corporation, the only persons who are beneficial owners of, directly or indirectly, or exercise power or control over, shares
conferring more than 10% of the voting rights attached to the Common Shares, being the Corporation's sole class of issued and outstanding shares, are indicated in the table below:

|Name of shareholder   |  | Common Shares |  | Total percentage of voting rights
|--------------------- |  | ------------- |  | ---------------------------------
|
|Solidarity Fund (QFL) |  | 9,752,069     |  | 18.35                            
|SGF Santé Inc.        |  | 8,810,878     |  | 16.58                            

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6.      PRESENTATION OF THE FINANCIAL STATEMENTS

The Annual Report including the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2005 and the
auditors' report thereon will be submitted at the Meeting.

7.      EXERCISE OF VOTING RIGHTS BY PROXIES

The persons named as proxies will vote or withhold from voting the Common Shares in respect of which they are appointed or vote for or against any particular
question, in accordance with the direction of the shareholders appointing them.In the absence of such direction, such shares will be voted in favour of all matters identified
in the attached Notice of Meeting.The enclosed form of proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to matters
identified in the Notice of Meeting and to other matters which may properly come before the Meeting or any adjournment thereof. As of the date of this Management Proxy Circular, the Management of the
Corporation knows of no such amendment, variation or other matter expected to come before the Meeting other than the matters referred to in the Notice of Meeting.

8.      ELECTION OF DIRECTORS

The Corporation's Articles provide that the Board of Directors (the "Board") of the Corporation shall be composed of a minimum of five and a maximum of
fifteen directors. Directors are elected annually by the shareholders of the Corporation, but the directors may from time to time appoint one or more directors, provided that the total number of
directors so appointed does not exceed one third of the number of directors elected at the last annual meeting of shareholders. Management of the Corporation proposes the eleven persons named in the
table below (and in the form of proxy or voting instruction form enclosed together with this Management Proxy Circular) as candidates for election as directors. Each elected director will
remain in office until adjournment of the next annual meeting of the shareholders or until his or her successor is elected or appointed, unless his or her post is vacated earlier. Each of the
candidates proposed by Management of the Corporation is currently a director of the Corporation, except for Mr. José P. Dorais. Mr. Gerald J. Martin was appointed director
by the Board of Directors on January 25, 2006.

Under
the terms of a shareholders' agreement signed on November 12, 1999 between Solidarity Fund (QFL) and the Corporation, Solidarity Fund (QFL) was granted the right to
designate one member of the Board of Directors of the Corporation, provided that Solidarity Fund (QFL) holds at the relevant time at least 499,999 Common Shares. Likewise, under the terms of
contractual agreements among the Corporation, SGF Santé Inc. and Dr. Éric Dupont concerning, among other matters, the election of directors, provided that
SGF Santé Inc. holds at least 5% of the Corporation's issued and outstanding voting shares, (a) the Corporation will propose for election as a director of the Corporation,
at each annual meeting of the shareholders (i) one candidate designated by SGF Santé Inc., provided that the candidate receives a favourable recommendation from the
Corporate Governance, Nominating and Human Resources Committee, and (ii) one candidate jointly designated by SGF Santé Inc. and Dr. Éric Dupont,
(b) the Corporation will solicit proxies from its shareholders for the election of such candidates as directors of the Corporation, and (c) Dr. Éric Dupont will
exercise the voting rights attached to his Common Shares, on any resolution relating to the election of directors to be submitted to the beneficial holders of any participating shares of the
Corporation, in favour of the election of the candidates so designated. In this respect and in accordance with the agreement mentioned above, Mr. José P. Dorais is the candidate
currently designated by SGF Santé Inc.

Unless instructions are given to abstain from voting with regard to the election of directors, the persons whose names appear on the enclosed form of proxy will
vote in favour of the election of the eleven nominees whose names are set out in the table below. Management of the Corporation does not foresee that any of the following nominees listed below will be
unable or, for any reason, unwilling to perform his or her duties as director. In the event that the foregoing occurs for any reason, prior to the election, the persons indicated on the enclosed form
of proxy reserve the right to vote for another candidate of their choice unless otherwise instructed by the shareholder in the form of proxy to abstain from voting on the election of
directors.

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|Name and place of residence               |  | Principal occupation                                                                                                                                                             |  | Director
since |  | Number of Common Shares held in the Corporation |  | Number of Subordinate Voting Shares held in Atrium Biotechnologies Inc.(1)
|----------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | ----------------------------------------------- |  | --------------------------------------------------------------------------
|Marcel Aubut
Quebec, Canada               |  | Managing Partner
Heenan Blaikie Aubut
(law firm)                                                                                                                                 |  | 1996           |  | 45,000                                          |  | 56,500                                                                    
|Stormy Byorum, MBA(2)
New York, USA       |  | Senior Managing Director
Stephens Cori Capital Advisors
(strategic and financial advisory services company)                                                                      |  | 2001           |  | 12,000                                          |  |                                                                          
|José P. Dorais(3)
Quebec, Canada          |  | Miller Thomson Pouliot
(law firm)                                                                                                                                                |  | N/A            |  |                                                |  |                                                                          
|Éric Dupont, PhD(4)
Quebec, Canada        |  | Executive Chairman of the Board
Æterna Zentaris Inc.                                                                                                                             |  | 1991           |  | 3,767,413                                       |  | 40,000                                                                    
|Jürgen Engel
Frankfurt, Germany           |  | Executive Vice President, Global R&D and Chief Operating Officer
Æterna Zentaris Inc.
Chairman and Managing Director
Zentaris GmbH
(a subsidiary of the Corporation)             |  | 2003           |  | 31,279                                          |  | 1,000                                                                     
|Jürgen Ernst, MBA(4)(5)
Brussels, Belgium |  | Vice Chairman of the Board
Æterna Zentaris Inc.
Corporate Director
Former General Manager
Pharmaceutical Sector of Solvay S.A.
(international chemical and pharmaceutical group) |  | 2005           |  | 8,850                                           |  | 2,222                                                                     
|Gilles Gagnon, MBA
Quebec, Canada         |  | President and Chief Executive Officer
Æterna Zentaris Inc.                                                                                                                       |  | 2002           |  | 70,617                                          |  |                                                                          
|Pierre Laurin, PhD(4)
Quebec, Canada      |  | Executive in Residence
HEC Montreal
(management faculty of university)                                                                                                           |  | 1998           |  | 11,200                                          |  | 180,000                                                                   
|Gérard Limoges, FCA(2)
Quebec, Canada     |  | Corporate Director
Former Deputy Chairman of Ernst & Young LLP Canada                                                                                                            |  | 2004           |  | 1,000                                           |  |                                                                          
|Pierre MacDonald(2)(4)
Quebec, Canada     |  | Chairman of the Board
Eurocopter Canada Ltd.                                                                                                                                     |  | 2000           |  | 11,500                                          |  |                                                                          
|Gerald J. Martin(6)
California, USA       |  | Corporate Director
Former Vice President, Corporate Licensing and Technology Alliances at Abbott Laboratories Inc.                                                               |  | 2006           |  |                                                |  |                                                                          

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Mr. Marcel Aubut served as a director of Albums DF Ltée from September 5, 1997 to
September 16, 2003. This company became bankrupt on December 6, 2003.

Mr. Pierre Laurin was, from May 1999 to May 2003, a director of Microcell
Telecommunications Inc. ("Microcell"). Microcell entered into a Plan of Reorganization and of Compromise and Arrangement with its creditors and shareholders effective May 1, 2003
pursuant to theCompanies' Creditors Arrangement Act(Canada). Mr. Laurin was a member of the Special Committee of the Board of Directors of
Microcell created in connection with the foregoing restructuring.

Mr. MacDonald served as a director of Slater Steel Inc. ("SSI"), a manufacturer of specialty steel products
from February 1998 to August 2004. SSI and its subsidiaries filed for creditor protection under theCompany's Creditors Arrangement Act(Canada) and under Chapter 11 of the US Bankruptcy Code on June 2, 2003, and they have since conducted an orderly wind-down.

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The Corporation does not have any direct information concerning shares beneficially owned by the above-mentioned persons or concerning Common
Shares of the Corporation or Subordinate Voting Shares of Atrium Biotechnologies Inc. over which such persons exercise control or direction. This information was provided to the Corporation by
the directors and nominees individually.

Mr. José
P. Dorais is currently in the law firm Miller Thomson Pouliot. He practices mainly in the field of administrative, corporate and business law.
Mr. Dorais received Bachelor ès Arts from Stanislas College and later graduated from Ottawa University Law School. He is a member of the Quebec Bar.

Mr. Gerald
J. Martin, who was Vice President, Corporate Licensing and Technology Alliances at Abbott Laboratories, is currently a member of the Board of Life Sciences Information
Technology Global Institute, a non-profit public benefit corporation chartered to identify and develop Good Informatics Practices (GIP) with focus on the establishment of GIP in drug
development. Until recently, he was Chairman of the Board of Milkhaus Laboratory based in Providence, Rhode Island, a biotechnology company specialized mainly in male health. During his career in the
biopharmaceutical and pharmaceutical sectors, Mr. Martin, in addition to his general management functions, developed a strong expertise in sales and marketing, business development, as well as
in clinical development.

9.      STATEMENT OF EXECUTIVE COMPENSATION

A.    Compensation of Outside Directors

Each outside director receives an annual base remuneration of $15,000. In December 2005, the Corporation also granted to each of its outside directors
options to purchase 15,000 Common Shares which will vest over a period of three years. The outside directors also receive an attendance fee of $1,500 for each Board meeting attended and a daily
compensation of $1,500 for special work designated by the Board of Directors, if any. Attendance fees are reduced to $750 per meeting for a director participating in a Board meeting by telephone,
teleconference or any other telecommunication device. The Vice Chairman of the Board and the Chairs of the Audit Committee and the Corporate Governance, Nominating and Human Resources Committee
receive additional annual retainers of $15,000, $20,000 and $15,000, respectively. In addition, an attendance fee of $1,000 is paid to each outside director attending committee meetings, such fee
being reduced to $500 for participation by telephone, teleconference or by any other telecommunication device.

During
the financial year ended December 31, 2005, the Corporation paid an aggregate amount of $189,573 (US$156,426) to all of its outside directors for services rendered. Outside
directors are paid in their home country's currency and are reimbursed for travel and other out-of-pocket expenses incurred while attending Board or committee meetings.

The
number of Board and committee meetings held during the year ended December 31, 2005 and the attendance records of Board and committee members are presented in
Schedule A to this Management Proxy Circular, "Statement of Corporate Governance Practices".

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B.    Compensation of Executive Officers

The
following table sets forth detailed information on the compensation of the President and Chief Executive Officer, the Vice President and Chief Financial Officer and the Corporation's
three other most highly compensated executive officers (including the Executive Chairman of the Board) (collectively, the "Named Executive Officers"), for services rendered in all capacities during
the financial years ended December 31, 2005, 2004 and 2003.

SUMMARY COMPENSATION TABLE

|                                                                                
|--------------------------------------------------------------------------------
|
|
|
|                                                                                
|Gilles Gagnon
President and Chief Executive Officer                             
|                                                                                
|Dennis Turpin
Vice President and Chief Financial Officer                        
|                                                                                
|Jürgen Engel(2)
Executive Vice President, Global R&D and Chief Operating Officer
|                                                                                
|Manfred Peukert(2)
Vice President Medical Affairs                               
|                                                                                
|Éric Dupont
Executive Chairman of the Board                                     
|                                                                                

During the financial year ended December 31, 2005, the Corporation paid an aggregate amount of $2,405,402 (US$1,984,819) and granted an
aggregate number of 365,000 stock options to all of its executive officers (excluding outside directors).

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C.    Stock Option Plan Information

The
Corporation has established a stock option plan for its directors, executive officers, employees, and persons providing continuous services to the Corporation (the "Plan") in
order to attract and retain such persons, who will be motivated to work towards ensuring the Corporation's success. The Board has full and complete authority to interpret the Plan and to establish
applicable rules and regulations and to make all other determinations it deems necessary or useful for the administration of the Plan, provided that such interpretations, rules, regulations and
determinations are consistent with the rules of all stock exchanges and quotation systems on which the securities of the Corporation are then traded and with all
relevant securities legislation. Individuals eligible to participate under the Plan will be determined by the Board of Directors or the Corporate Governance, Nominating and Human Resources Committee,
as the case may be.

Options
granted under the Plan may be exercised at any time within a maximum period of ten years following the date of their grant. The Board of Directors or the Corporate Governance,
Nominating and Human Resources Committee, as the case may be, designates, at its discretion, the individuals to whom stock options are granted under the Plan and determines the number of Common Shares
covered by each of such options, the grant date, the exercise price of each option, the expiry date, the vesting schedule and any other matter relating thereto, in each case in accordance with the
applicable rules and regulations of the securities regulatory authorities. The price at which the Common Shares may be purchased may not be lower than the greater of the closing prices of the Common
Shares on the Toronto Stock Exchange (the "TSX") and the NASDAQ National Market (the "NASDAQ"), on the last trading day preceding the date of grant of the option. Options granted under
the Plan generally vest in equal tranches over a three-year period (one third each year, starting on the first anniversary of the grant date) or as otherwise determined by the Board
of Directors or the Corporate Governance, Nominating and Human Resources Committee.

Unless
the Board of Directors or the Corporate Governance, Nominating and Human Resources Committee decides otherwise, optionholders cease to be entitled to exercise their options under
the Plan: (i) immediately, in the event an optionholder resigns or voluntarily leaves his or her employment with the Corporation or one of its subsidiaries or the employment with the
Corporation or one of its subsidiaries is terminated with cause; (ii) six months following the date on which employment with the Corporation or any of its subsidiaries is terminated as a result
of the death of such optionholder; (iii) 30 days following the date on which an optionholder's employment with the Corporation or any of its subsidiaries is terminated for a reason other
than those mentioned in (i) or (ii) above, including, without limitation, upon the disability, long-term illness, retirement or early retirement of the optionholder; and
(iv) where the optionholder is a service supplier, 30 days following the date on which such optionholder ceases to act as such, for any cause or reason.

Optionholders
may not assign their options (nor any interest therein) other than by will or the laws of succession.

The
maximum number of Common Shares that may be issued under the Plan is currently 4,543,744, which currently represents 8.55% of all issued and outstanding Common Shares. Under the
Plan, no single optionholder may hold options to purchase more than 5% of the Corporation's issued and outstanding Common Shares.

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The
Board of Directors may, at any time, with the prior approval of the relevant regulatory authorities, amend, suspend or terminate the Plan in whole or in part, although in the event
of a material amendment to (including an increase in the maximum number of Common Shares issuable under the Plan), or a reduction in the exercise price of, an option, the approval of the holders of a
majority of the Common Shares present and voting in person or by proxy at a meeting of shareholders of the Corporation shall be obtained. In addition to the foregoing, any material amendment to an
option held by an insider, other than a person who is an insider solely by virtue of being a director or senior officer of a subsidiary of the Corporation or an associate of an insider, including a
change in the exercise price or expiry date of an option, must be approved by a majority of votes cast at a meeting of shareholders, excluding votes attaching to Common Shares beneficially owned by
the affected optionholder and his or her associates (i.e. a disinterested vote). Finally, the Plan provides that the acceleration of the expiry date of an option by reason of the fact that an
optionholder ceases to be a director, officer, or employee does not constitute an amendment to the Plan or to an option granted thereunder.

Options granted during the most recently completed financial year

The following table indicates the individual grants of options to the Named Executive Officers during the financial year ended December 31, 2005. The
aggregate number of Common Shares covered by options granted during such period was 686,500 at prices varying from $5.55 to $7.11 per Common Share, establishing at 3,843,592 the total
number of Common Shares covered by options granted and outstanding pursuant to the Plan as at December 31, 2005.

|Name            |  | Common
Shares under
options granted
(#) |  | % of total
options
granted during
financial year
(%) |  | Exercise price
or basic price
per Common
Share
($ / security) |  | Market value of
Common Shares
underlying options
on the date
of grant
($ / security) |  | Expiration
date  
|--------------- |  | --------------------------------------- |  | ---------------------------------------------------- |  | ------------------------------------------------------------- |  | ------------------------------------------------------------------------------------ |  | -----------------
|Gilles Gagnon   |  | 75,000                                  |  | 10.9                                                 |  | 5.55                                                          |  | 5.55                                                                                 |  | December 12, 2015
|Dennis Turpin   |  | 50,000                                  |  | 7.3                                                  |  | 5.55                                                          |  | 5.55                                                                                 |  | December 12, 2015
|Jürgen Engel    |  | 50,000                                  |  | 7.3                                                  |  | 5.55                                                          |  | 5.55                                                                                 |  | December 12, 2015
|Manfred Peukert |  | 30,000                                  |  | 4.4                                                  |  | 5.55                                                          |  | 5.55                                                                                 |  | December 12, 2015
|Éric Dupont     |  | 60,000                                  |  | 8.7                                                  |  | 5.55                                                          |  | 5.55                                                                                 |  | December 12, 2015

Options exercised during the most recently completed financial year and financial year-end option values

The following table summarizes for each of the Named Executive Officers the number of Common Shares acquired on options exercised, if any, during the financial
year ended December 31, 2005, the aggregate value realized upon exercise, the total number of Common Shares covered by unexercised options, if any, held at December 31, 2005, and the
value of such unexercised options as at the same date. During the financial year ended December 31, 2005, an aggregate of 25,000 options were exercised at a price of $6.31 by all
optionholders under the Plan.

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|Name            |  | Common Shares acquired on exercise
(#) |  | Aggregate value realized
($) |  | Unexercised options at FY-end 2005
(#)
Exercisable/Unexercisable |  | Value of unexercised
in-the-money options
at FY-end 2005(1)
($)
Exercisable/Unexercisable
|--------------- |  | -------------------------------------- |  | ---------------------------- |  | ---------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------
|Gilles Gagnon   |  |                                       |  |                             |  | 287,333 / 197,667                                                |  | 189,465 / 120,785                                                                        
|Dennis Turpin   |  |                                       |  |                             |  | 290,000 / 130,000                                                |  | 95,600 / 60,300                                                                          
|Jürgen Engel    |  |                                       |  |                             |  | 109,334 / 160,666                                                |  | 137,800 / 95,100                                                                         
|Manfred Peukert |  |                                       |  |                             |  | 39,000 / 76,000                                                  |  | 41,583 / 33,467                                                                          
|Éric Dupont     |  |                                       |  |                             |  | 285,000 / 145,000                                                |  | 122,000 / 74,500                                                                         

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D.    Pension Plan

Two
of the Corporation's Named Executive Officers, namely Prof. Dr. Jürgen Engel and Dr. Manfred Peukert, participate in a non-contributory
defined benefit pension plan. Benefits payable under this plan correspond to 40% of the executive officer's average salary of the last twelve (12) months during the first five working years
after initial participation in this plan and increase by 0.4% for each additional year of employment.

The
normal retirement age is 65 years, but early retirement according to the social pension insurance is possible without reduction of the benefit. The following table shows total
annual pension benefits payable pursuant to this plan. Upon the death of a participant, the surviving spouse and/or children of the participant will be entitled to a benefit equal to 60% of the
benefit to which such participant was entitled. All benefits payable under this plan are in addition to German government social security benefits. Only basic salary is taken into consideration in
calculating pension benefits.

PENSION PLAN TABLE

|        |  | Years of Service
|------- |  | ----------------
|
|200,000 |  | $               
|300,000 |  | $               
|400,000 |  | $               
|500,000 |  | $               

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Years of credited service as at December 31, 2005 for the Corporation's two Named Executive Officers who participate in this plan are as
indicated below:

Jürgen Engel:

29 years and 4 monthsManfred Peukert:

29 years and 4 months


E.    Employment and Change of Control Agreements

The
Corporation and/or its subsidiaries have entered into employment agreements (the "Employment Agreements") with each of the Named Executive Officers. The Employment Agreements
provide that the Corporation will pay the executives a base salary, an annual bonus and stock options which will be reviewed annually in accordance with the Corporation's policies. The Employment
Agreements have an indefinite term, except for Prof. Dr. Engel whose employment agreement is for a term of five years and expires in June 2008.

In
addition, the Corporation has entered into change of control agreements (the "Change of Control Agreements") with two of the Named Executive Officers. Under such agreements, if
a change of control (as defined in the Change of Control Agreements) occurs and the Corporation terminates the employment of the executive without cause, or if the executive terminates his
employment for good reason, then the executive will be entitled to receive a lump sum payment, less statutory deductions, of the equivalent of twenty-four (24) months in the case of
Mr. Gagnon and eighteen (18) months in the case of Mr. Turpin of i) their annual base salary, ii) the maximum amount of the bonus, and iii) the benefits,
calculated on a yearly basis, including car allowances, but excluding operating costs and excluding any stock options which were held by such executive at the time of termination of the employment.

F.    Report on Executive Compensation

Composition of the Corporate Governance, Nominating and Human Resources Committee

On December 31, 2005, the Corporate Governance, Nominating and Human Resources Committee (the "Committee") was composed of four directors, namely
Dr. Éric Dupont, Mr. Jürgen Ernst (who joined the Committee on December 13, 2005), Mr. Pierre Laurin and Mr. Pierre MacDonald,
who is the Chairman of the Committee.

Mandate of the Committee

The mandate of the Committee (attached as Schedule D to this Management Proxy Circular) is to (i) assist the Board in developing the
Corporation's approach to corporate governance issues, (ii) propose new Board nominees, and (iii) assess the effectiveness of the Board and its committees, their respective chairs and
individual directors. This committee also assists the Board in discharging its responsibilities relating to executive and other human resources hiring, assessment, compensation and succession planning
matters.

Executive Compensation Policy

An executive compensation policy has been established to acknowledge and reward the contributions of the executive officers to the Corporation's success and to
ensure competitive compensation, in order that the Corporation may benefit from the expertise required to pursue its objectives.

In
accordance with this policy, the compensation of the Corporation's executive officers is based on three principal elements: (i) basic salary; (ii) performance bonuses;
and (iii) the award of stock options. Each component is established with
comparable companies in our industry in North America with which the Corporation competes for talent. In addition, the policy is intended to align the executives' interests with those of the
Corporation's shareholders and rewards superior performance. Incentive-based compensation is granted on the basis of criteria approved by the Committee.

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Basic Salary

Basic salary is established according to the criteria set forth above and is intended to align with the median of those paid in the comparator group. They are
reviewed annually by the Committee.

Short-term Incentive Compensation

The short-term incentive plan sets out the allocation of incentive awards based on the financial results, the achievement of the Corporation's
products development and strategic objectives, and the Corporation's return on investment. These objectives are set at the beginning of each financial year as part of the revision of corporate
strategies.

In
the case of executive officers, a program is designed to maximize corporate and individual performance by establishing specific, operational and financial goals and to provide
financial incentives to executive officers based on their level of achievement of these goals. The granting of cash incentives require Committee and Board approval and are based upon an assessment of
each individual's performance, as well as the performance of the Corporation.

Long-term Compensation of Executive Officers

The long-term component of the Corporation's executive officers' compensation is based mainly on the Corporation's Stock Option Plan. This Plan
permits the granting of a number of options that varies in accordance with the contribution of the officers and their responsibilities. To encourage retention and focus management on developing and
successfully implementing the continuing growth strategy of the Corporation, stock options generally vest over a period of three years.

Control and Revision of the Compensation Plan

The Committee must ensure that the compensation of the Corporation's executive officers is consistent with the overall compensation policy of the Corporation. The
relative situation of the Corporation with regard to compensation is determined annually by means of studies, with respect to a reference market, composed of comparable businesses. Internal equity
analyses are also conducted in order to make the required adjustments.

Compensation of the President and Chief Executive Officer

The compensation of the President and Chief Executive Officer is along the lines of the Corporation's policy on management compensation. The President and Chief
Executive Officer's employment agreement also contains a non-competition clause but does not provide for any specific terms or modalities of remuneration.

The
President and Chief Executive Officer received a bonus pursuant to the Corporation's short-term incentive plan. The annual bonus paid to the Chief Executive Officer in
2005 reflected his performance in the context of Corporation's objectives, which were reviewed by the Committee for the Chief Executive Officer and the senior executive management of the Corporation
for the 2005 fiscal year. The annual bonus paid in 2005 reflected the advancement of the Corporation's product pipeline as well as its performance in relation to strategic objectives established by
the Committee for the Chief Executive Officer and the senior executive management of the Corporation for the 2005 fiscal year.

11

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Conclusion

In accordance with the Corporation's executive compensation policy, a significant portion of the compensation of its executive officers is tied to the performance
of the Corporation, the responsibilities inherent in their duties and, in particular, the performance of the Corporation's publicly traded Common Shares and their long-term appreciation.
The Committee reviews the compensation programs of the executive officers annually in order to ensure their competitiveness and compliance with the objectives, values and strategies of the
Corporation.

If
the circumstances so require, the Committee may recommend employment conditions that are different from the policies in effect as well as the execution of non-standard
employment contracts by the Corporation.



10.   PERFORMANCE GRAPH

On December 31, 2005, the closing price of a Common Share on the TSX was $5.90. The following graph shows the cumulative return of a $100 investment in the
Common Shares made on December 31, 2000 on the TSX, compared with the total return of the S&P/TSX Composite Index for each financial year shown on this graph.

LOGO

On
May 28, 2004, the Corporation's former Subordinate Voting Shares were changed, on a one-for-one basis, into an equal number of new Common Shares.

12

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11.    SECURITY-BASED COMPENSATION ARRANGEMENTS

A.    Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth, as at December 31, 2005, the information with respect to all of the Corporation's compensation plans pursuant to which
equity securities of the Corporation are authorized for issuance:

|Plan Category                                             |  | (a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights |  | (b)
Weighted-average exercise price of outstanding options, warrants and rights
($) |  | (c)
Number of securities remaining available for further issuance under equity compensation plans (excluding securities reflected in column
(a))
|--------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by securityholders     |  | 3,843,592                                                                                       |  | 6.16                                                                                |  | 466,685                                                                                                                                         
|Equity compensation plans not approved by securityholders |  |                                                                                                |  |                                                                                    |  |                                                                                                                                                
|                                                          |  |                                                                                                 |  |                                                                                     |  |                                                                                                                                                 
|Total                                                     |  | 3,843,592                                                                                       |  | 6.16                                                                                |  | 466,685                                                                                                                                         
|                                                          |  |                                                                                                 |  |                                                                                     |  |                                                                                                                                                 

B.    Principal Terms of the Corporation's Security-Based Compensation Arrangements and Other
                Required Disclosure

Effective January 1, 2005, companies listed on the TSX are required to disclose on an annual basis, in their information (or management proxy)
circulars, or other annual disclosure documents distributed to all security holders, the terms of their security-based compensation arrangements and any amendments adopted to such arrangements during
the most recently completed financial year. Under the rules of the TSX Company Manual, security-based compensation arrangements include, for example, stock option plans, stock purchase plans where the
listed issuer provides financial assistance or where the listed issuer matches the whole or a portion of the securities being purchased, and any other compensation or incentive mechanism involving the
issuance or potential issuance of securities of the listed issuer. In general, arrangements or plans that do not involve the issuance from treasury or potential issuance from treasury of securities of
the listed issuer are not security-based compensation arrangements for the purposes of the TSX Company Manual rules. The Corporation currently has in place only one such security-based compensation
arrangement, namely its Stock Option Plan, the principal terms of which are described at Section 9.C of this Management Proxy Circular under the heading "STATEMENT OF EXECUTIVE
COMPENSATION  Stock Option Plan Information".

As
at March 15, 2006, 268,467 Common Shares had been issued and 671,685 Common Shares remain available for issuance under the Corporation's Stock Option Plan
representing, respectively, 0.5% and 1.3% of all issued and outstanding Common Shares. In addition, 3,603,592 Common Shares are issuable under unexercised options currently issued and
outstanding, representing 6.78% of all issued and outstanding Common Shares.

13

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12.    STATEMENT OF CORPORATE GOVERNANCE PRACTICES

In 2005, the Canadian Securities Administrators (the "CSA") adopted Multilateral
Instrument 58-101 Disclosure of Corporate Governance Practices(the "CSA Disclosure
Instrument") and National Policy 58-201 Corporate Governance Guidelines(the "CSA
Governance Policy"). The CSA Governance Policy provides guidance on governance practices for Canadian issuers. The CSA Disclosure Instrument requires issuers to make certain specified disclosure
regarding their governance practices. The Board considers good corporate governance to be important to the effective operations of the Corporation. The Corporate Governance, Nominating and Human
Resources Committee makes recommendations regarding the compliance of the Corporation's practices with the CSA Governance Policy and oversees disclosure obligations related thereto. The Committee
proposes changes to the Corporation's corporate governance practices and, where applicable, amends such governance practices from time to time.

Pursuant
to the requirements of the CSA Disclosure Instrument, the Corporation sets out in Schedule A to this Management Proxy Circular the disclosure required by the CSA
Disclosure Instrument (which are set out in Form 58-101F1 of the Instrument) and provides a response to each item, which together describe how the Corporation has integrated
these "best practices" of corporate governance.

13.    APPOINTMENT OF AUDITORS AND AUDIT COMMITTEE DISCLOSURE

A.    Appointment of Auditors

The Board proposes that PricewaterhouseCoopersLLP, Chartered Accountants, be appointed as auditors of the
Corporation and that the directors of the Corporation be authorized to determine their compensation upon the recommendation of the Audit Committee. PricewaterhouseCoopers LLP have acted as
auditors of the Corporation since the financial year ended December 31, 1993.

Unless instructed to abstain from voting with regard to the appointment of auditors, the persons whose names appear on the enclosed form of proxy will vote in
favour of the appointment of PricewaterhouseCoopers LLP and authorizing the directors of the Corporation to determine their compensation.

B.    Audit Committee Disclosure

Multilateral Instrument 52-110 Audit Committees("MI
52-110") requires issuers to disclose in their annual information forms certain information with respect to the existence, charter, composition, and education and experience of the members
of their Audit Committees, as well as all fees paid to external auditors. The Corporation is including such required disclosure with respect to its Audit Committee in this Management Proxy Circular
and is incorporating this information by reference into its Annual Information Form. The Audit Committee Charter is attached as Schedule C to this Management Proxy Circular and is also
accessible on the Corporation's Web site atwww.aeternazentaris.com.

Composition of the Audit Committee

Ms. Stormy Byorum, Mr. Gérard Limoges, FCA, who is the Chair of the Committee, and Mr. Pierre MacDonald are the members of the
Corporation's Audit Committee, each of whom is independent and financially literate within the meaning of MI 52-110.

14

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Education and Relevant Experience

The education and related experience of each of the members of the Audit Committee are described below.

Stormy Byorum Ms. Byorum is currently Senior Managing Director of Stephens Cori Capital
Advisors, a strategic and financial advisory services company. Before 1996, Ms. Byorum held various positions at Citicorp. Ms. Byorum holds a Master's of Business Administration (MBA)
degree from the University of Pennsylvania.

Gérard Limoges, FCA Mr. Limoges served as the Deputy Chairman of
Ernst & YoungLLPCanada until his retirement in September 1999. After a career of 37 years with Ernst & Young,
Mr. Limoges has been devoting his time as a director of a number of companies. Mr. Limoges began his career with Ernst & Young in Montreal in 1962. After graduating from the
Management School ofUniversité de Montréal (HEC Montréal)in 1966, he became a chartered accountant
and partner of Ernst & Young in 1971.

Pierre MacDonald Mr. MacDonald was Vice President of James Bay Energy Corporation where he
was responsible for administration, finance, internal audit and information systems. He subsequently was the Senior Vice President for Eastern Canada for Bank of Montreal, a position which involved
the review and evaluation of the financial statements and creditworthiness of borrowers in a wide variety of industries. He then became Vice Chairman of the Treasury Board of the Government of Quebec.
Mr. MacDonald served as the Chairman of the Audit Committee of Teleglobe Inc. for six years. He recently completed a term of six years as Chairman of the Risk Management Committee and
member of the Audit Committee of the Export Development Corporation. Mr. MacDonald received Bachelor of Arts, Bachelor of Commerce and Masters of Commerce degrees from Laval University in
Quebec.

Pre-Approval Policies and Procedures

Form 52-110F1 requires the Corporation to disclose whether its Audit Committee has adopted specific policies and procedures for the
engagement of non-audit services and to prepare a summary of these policies and procedures. The mandate of the Audit Committee (attached as Schedule C to this Management
Proxy Circular) provides that it is such committee's responsibility to approve all audit engagement fees and terms as well as reviewing policies for the provision of non-audit services by
the external auditors and, when required, the framework for pre-approval of such services. The Audit Committee delegates to its Chairman the pre-approval of such
non-audit fees.

External Auditor Service Fees

In addition to performing the audit of the Corporation's consolidated financial statements and its subsidiaries, PricewaterhouseCoopers LLPprovided other services to the Corporation and its subsidiaries and billed the Corporation and its subsidiaries the following fees for each of the
Corporation's two most recently completed financial years:

15

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|Fees                  |  | Financial Year Ended
December 31, 2005
($) |  | Financial Year Ended
December 31, 2004
($)
|--------------------- |  | ------------------------------------------ |  | ------------------------------------------
|Audit Fees(1)         |  | 576,757                                    |  | 359,193                                   
|Audit-Related Fees(2) |  | 10,220                                     |  | 272,273                                   
|Tax Fees(3)           |  | 181,029                                    |  | 116,248                                   
|All Other Fees(4)     |  | 193,554                                    |  | 47,239                                    
|                      |  |                                            |  |                                           
|Total Fees:           |  | 961,560                                    |  | 794,953                                   
|                      |  |                                            |  |                                           

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14.    INDEBTEDNESS OF DIRECTORS AND OFFICERS

Neither at any time during the financial year ended December 31, 2005 nor as at March 15, 2006 were any of the directors or officers indebted to the
Corporation in respect of the purchase of securities of the Corporation or otherwise. On March 29, 2004, the Board of Directors of the Corporation adopted a resolution formally prohibiting
(i) the making of any new loans to its directors and officers, and (ii) modifying the material terms of any such existing loans.

15.    INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

The Corporation is not aware, other than as set out below, that any of its "informed persons" has had an interest in any material transaction carried out since
the beginning of the Corporation's last completed financial year or in any proposed transaction which has materially affected or is likely to materially affect the Corporation or any of its
subsidiaries. Applicable securities legislation defines an "informed person" as meaning any one of the following: (a) a director or executive officer of a reporting issuer; (b) a
director or executive officer of a person or company that is itself an informed person or subsidiary of a reporting issuer; (c) any person or company who beneficially owns, directly or
indirectly, voting securities of a reporting issuer or who exercises control or direction over voting securities of a reporting issuer or a combination of both carrying more than 10 percent of
the voting rights attached to all outstanding voting securities of the reporting issuer other than voting securities held by the person or company as underwriter in the course of a distribution; and
(d) a reporting issuer that has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

In
February 2006, Solidarity Fund (QFL) and SGF Santé Inc., each of whom holds more than 10% of the outstanding Common Shares of the Corporation, exercised
its right to convert its portion of a convertible loan under a loan agreement originally entered into among the Corporation, Solidarity Fund (QFL) and SGF Santé Inc. in 2003,
pursuant to which each of the foregoing shareholders loaned the Corporation a principal amount of $12,500,000. Upon conversion by Solidarity Fund (QFL) and SGF Santé Inc. of both
all principal and interest due under the convertible loan agreement, the Corporation issued to each of them 3,477,544 Common Shares in accordance with the provisions of the agreement. Following
the conversion and share issuance described above, there remains no amount of indebtedness outstanding under the loan agreement.

16

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On
February 28, 2006, the Board of Directors of the Corporation approved the acquisition by it of a patent held by Prof. Dr. Jürgen Engel for a total
consideration of US$175,000 (CAN$199,150) paid by the Corporation issuing 28,779 Common Shares from treasury. Prof. Dr. Engel is the Executive Vice President, Global Research and
Development and Chief Operating Officer and he is also a director of the Corporation. This transaction was duly approved at a meeting of all six of the Corporation's independent directors, at which
meeting Prof. Dr. Engel was not present during the discussions on this transaction.

16.    INSURANCE OF DIRECTORS AND OFFICERS

The Corporation purchases liability insurance for the benefit of its directors and officers, which protects them against certain liabilities incurred by them
while acting in such capacity. In 2005, this insurance provided a maximum coverage of $20,000,000 per event and policy year. For the financial year ended December 31, 2005, the premium paid by
the Corporation was $710,000. When the Corporation is authorized or required to indemnify insured persons, a deductible of $250,000 applies, except for securities-based claims, for which the
deductible is $500,000. For the financial year ending December 31, 2006, we increased the coverage to $25,000,000 without any changes in deductible amounts. It is anticipated that the amount of
premium to be paid in respect of such insurance for the 2006 fiscal year will be approximately $718,800.

17.    SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING OF SHAREHOLDERS

Shareholder proposals must be submitted no later than December 9, 2006 in order that the Corporation may include them in the Management Proxy Circular that
will be prepared and mailed in connection with the Corporation's annual meeting of shareholders in 2007.

18.    ADDITIONAL INFORMATION

The Corporation will provide the following documents to any person or company upon request to the Corporate Secretary of the Corporation, at its head office at
1405 du Parc-Technologique Boulevard, Quebec City, Quebec, G1P 4P5:

In
addition, the Corporation's Annual Information Form will be available from the date of its filing with the securities commissions or similar securities regulatory authorities in
Canada as well as any other document incorporated by reference in such Annual Information Form. The Corporation may require the payment of reasonable expenses if a request is received from a person
who is not a holder of securities of the Corporation, unless the Corporation makes a distribution of its securities pursuant to a short-form prospectus, in which case such documents will
be provided free of charge. Copies of the Corporation's public disclosure documents, including financial statements, information circulars and annual information forms, are also available at the
following Web sites: www.aeternazentaris.com, www.sedar.com, and www.sec.gov. Financial information related to the Corporation is provided in its comparative financial statements and Management's
Discussion and Analysis thereon for the financial year ended December 31, 2005.

17

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19.    DIRECTORS' APPROVAL

The contents and the sending of this Management Proxy Circular were approved by the Board of Directors of the Corporation.

Dated
at Quebec City, Quebec, March 15, 2006.

LOGO

Mario
Paradis, CA
Corporate Secretary

18

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SCHEDULE A    STATEMENT OF CORPORATE GOVERNANCE PRACTICES  NEW DISCLOSURE RULES AND POLICIES (FORM 58-101F1)

1.    BOARD OF DIRECTORS







|Name of director  |  | Name of issuer                                                                                                           
|----------------- |  | -------------------------------------------------------------------------------------------------------------------------
|Aubut, Marcel     |  | Boralex Power Income Fund                                                                                                
|Byorum, Stormy    |  | Northwest Natural Gas                                                                                                    
|Dupont, Éric      |  | Atrium Biotechnologies Inc.                                                                                              
|Laurin, Pierre    |  | Atrium Biotechnologies Inc.
Quebecor Inc.                                                                                
|Limoges, Gérard   |  | Alexis Nihon REIT
Atrium Biotechnologies Inc.
Engenuity Technologies Inc.
Hart Stores Inc.
Hartco Income Trust
Metro Inc.
|MacDonald, Pierre |  | Geac Computer Corporation Limited
AIM Trimark Canada Fund Inc.
AIM Trimark Global Fund Inc.                              

1

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|Board members     |  | Board meetings |  | Committee meetings
|----------------- |  | -------------- |  | ------------------
|Aubut, Marcel     |  | 5/7            |  | N/A               
|Byorum, Stormy    |  | 6/7            |  | 4/4               
|Dupont, Éric      |  | 7/7            |  | 4/4               
|Engel, Jürgen     |  | 7/7            |  | N/A               
|Ernst, Jürgen *   |  | 6/7            |  | N/A               
|Gagnon, Gilles    |  | 7/7            |  | N/A               
|Laurin, Pierre    |  | 6/7            |  | 4/4               
|Limoges, Gérard   |  | 7/7            |  | 4/4               
|MacDonald, Pierre |  | 7/7            |  | 8/8               

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2.     BOARD MANDATE



2

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3.     POSITION DESCRIPTIONS





4.     ORIENTATION AND CONTINUING EDUCATION





3

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5.     ETHICAL BUSINESS CONDUCT











4

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6.     NOMINATION OF DIRECTORS







7.     COMPENSATION







5

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8.     OTHER BOARD COMMITTEES



9.     ASSESSMENTS



6

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SCHEDULE B    MANDATE OF THE BOARD OF DIRECTORS

1.     STEWARDSHIP RESPONSIBILITY

The Board of Directors (the "Board") of Æterna Zentaris Inc. (the "Corporation") assumes stewardship of the Corporation's overall
administration and supervises the management of the Corporation's operations with the objective of increasing shareholder value.

Although
management conducts the day-to-day operations of the Corporation, the Board has a duty of stewardship and regularly assesses and monitors management's
performance.

In
spite of the fact that directors may be elected by the shareholders to bring a special expertise or point of view to Board deliberations, they are not chosen to represent a particular
constituency. All decisions of each Board member must be made in the best interests of the Corporation.

Directors
are expected to attend all Board meetings and review all meeting materials in advance. They are expected to take an active part in Board decisions. From time to time, the Board
may delegate certain tasks to its committees. However, such delegation does not relieve the Board of its overall responsibilities and, unless the mandate of a committee of the Board specifically
confers upon such committee decision-making authority with respect to a particular matter, the Board retains ultimate decision-making authority with respect to all matters, as authorized to exercice
pursuant to the law, relating to the administration and affairs of the Corporation.

2.     COMPOSITION OF THE BOARD AND OPERATION

The Corporation's Articles provide that the Board shall be composed of a minimum of five (5) and a maximum of fifteen (15) directors. Directors are
elected annually by the shareholders of the Corporation, but the directors may from time to time appoint one or more directors, provided that the total number of directors so appointed does not exceed
one third (1/3)
of the number of directors elected at the last annual meeting of shareholders. The mandate of each director terminates at the end of the annual shareholders' meeting following that at which he or she
was elected.

The
Board is to be constituted of a majority of individuals who qualify as independent directors. An independent director is one who is independent of management and has no material
relationship with, or receives no financial benefit from, the Corporation, other than directors' fees and share ownership. As a general rule, the interests of an independent director should be aligned
with those of shareholders.

The
composition of the Board should provide a mix of skills, business expertise and experience in the Corporation's areas of activities.

The
Board must nominate its Chairman from among the directors of the Corporation. In addition, if the Chairman is a director who also is a member of senior management of, or is otherwise
related to, the Corporation, the Board could also nominate a lead director, if appropriate, from among the independent directors to take on appropriate duties. From time to time, following meetings of
the Board, the directors shall hold meetings at which senior management is not present in order to ensure a free and open discussion between directors.

The
quorum at any meeting of the Board is a majority of directors in office and meetings of the Board are held at least quarterly and as required. In addition, a special meeting of the
Board is held, at least once a year, to review the Corporation's strategic plan.

The
Chairman of the Board develops the agenda for each meeting of the Board in consultation with the Chief Executive Officer. The agenda and the appropriate materials are provided to
directors of the Corporation on a timely basis prior to any meeting of the Board.

---



The
Corporate Governance, Nominating and Human Resources Committee annually supervises the performance assessment of individual directors, the Board as a whole, the Board committees, and
the Board and committee chairs.

3.     RESPONSIBILITIES

The Board has the following responsibilities:



2

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Adopted
and approved by the Board of Directors on February 28, 2006.

3

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SCHEDULE C    AUDIT COMMITTEE CHARTER

1.     MISSION STATEMENT

The Audit Committee (the "Committee") will assist the Board of Directors in fulfilling its oversight responsibilities. The Audit Committee will review the
financial reporting process, the system of internal control, the audit process, and the company's process for monitoring compliance with laws and regulations and with the Code of Ethical Conduct. In
performing its duties, the Committee will maintain effective working relationships with the Board of Directors, management, and the external auditors. To effectively perform his or her role, each
Committee member will obtain an understanding of the detailed responsibilities of Committee membership as well as the company's business, operations, and risks.

The
function of the Committee is oversight and while it has the responsibilities and powers set forth in this charter, it is neither the duty of the Committee to plan or to conduct
audits or to determine that the company's financial statements are complete, accurate and in accordance with generally accepted accounting principles, nor to maintain internal controls
and procedures.

2.     POWERS

The Board authorizes the Audit Committee, within the scope of its responsibilities, to:



3.     COMPOSITION



---





4.     MEETINGS



5.     ROLE AND RESPONSIBILITIES

A.    Financial Information



2

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B.    External Audit



3

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C.    Internal Control



D.    Corporate governance



4

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E.    Other Responsibilities



Revised
and approved by the Board of Directors on February 28, 2006.

5

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SCHEDULE D    MANDATE OF THE CORPORATE  GOVERNANCE, NOMINATING AND HUMAN  RESOURCES COMMITTEE

The Corporate Governance, Nominating and Human Resources Committee (the "Governance Committee") of Æterna Zentaris Inc.
(the "Corporation") is a committee of the Board of Directors of the Corporation (the "Board") which assists the Board in developing the Corporation's approach to corporate governance
issues, proposing new Board nominees, assessing the effectiveness of the Board and its committees, their respective chairs and individual directors. This committee also assists the Board in
discharging its responsibilities relating to executive and other human resources hiring, assessment, compensation and succession planning.

1.     COMPOSITION OF THE COMMITTEE AND OPERATION

The Governance Committee is composed of a minimum of three (3) members, a majority of whom qualify as independent directors, as determined by the Board.
Members of the Governance Committee are appointed and destituted by the Board. The quorum at any meeting is a majority of its members and meetings are held at least twice a year and as required.

The
Chair of the Governance Committee develops the agenda for each meeting of the Governance Committee in consultation with the Chairman of the Board. The agenda and the appropriate
materials are provided to members on a timely basis prior to any meeting. The Chair of the Governance Committee reports regularly to the Board on the business of the Governance Committee.

The
Governance Committee may, in appropriate circumstances, engage external advisors and set and pay their compensation, subject to advising the Chairman of the Board thereof.

The
Governance Committee annually reviews its mandate and reports to the Board on its adequacy. In addition, it annually assesses both its own performance as well as that of its members.

2.     RESPONSIBILITIES

The Governance Committee has the following responsibilities:



---





2

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Nothing
contained in this mandate is intended to expand applicable standards of conduct under statutory or regulatory requirements for the directors of the Corporation or the members of
the Governance Committee.

Adopted
and approved by the Board of Directors on February 28, 2006.

3

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SCHEDULE E    CODE OF ETHICAL CONDUCT

Æterna Zentaris Inc. ("Æterna Zentaris") and all of the directors, officers and employees of Æterna Zentaris and its
subsidiaries (collectively with Æterna Zentaris, the "Company") are committed to preserving the reputation of the Company for integrity and excellence and conducting the businesses and
activities of the Company honestly and ethically and in compliance with applicable laws, rules and regulations.

Accordingly,
the Board of Directors of Æterna Zentaris has adopted this Code of Ethical Conduct, which applies to all directors, officers and employees of the Company and its
subsidiaries, including, but not limited to, Æterna Zentaris' principal executive officer, principal financial officer, principal accounting officer or controller and persons performing
similar functions. This Code of Ethical Conduct is intended to meet the requirements for a code of ethics under the Sarbanes-Oxley Act of 2002 (and the related regulations adopted by the
Securities and Exchange Commission) and the applicable Marketplace Rules of The Nasdaq Stock Market, Inc.

This
Code of Ethical Conduct does not summarize all of the Company's policies. You must also comply with the Company's other policies which are set forth elsewhere. In addition, this
Code of Ethical Conduct reflects general principles of conduct and does not anticipate or cover in detail every topic or situation. If you have a question about anything covered in this Code of
Ethical Conduct or if you are unsure about whether some action would be consistent with this Code of Ethical Conduct, you agree to ask the Head of Legal Affairs of Zentaris GmbH or the Vice
President, Legal Affairs of Atrium Biotechnologies Inc. (the "Subsidiaries Legal Department") or the Corporate Secretary of Æterna Zentaris (the "Compliance Officer").
Similarly, if you should encounter a situation in which you are unsure what to do, you agree to tell the Subsidiaries Legal Department or the Compliance Officer and ask for help.

Policies and Practice

General Conduct  Conflicts of Interest

You should act ethically, honestly and with integrity. Your duty to act ethically, honestly and with integrity includes avoiding actual or apparent conflicts of
interest between your personal, private interests and the interests of the Company,
including using your position to receive improper personal benefits. This obligation applies to both business relationships and personal activities. A "conflict of interest" exists whenever your
interests (financial or otherwise) interfere or conflict in any way (or even appear to interfere or conflict) with the Company's interests. A conflict of interest can arise when you take
actions or have interests that may make it difficult to perform your work for the Company objectively and effectively. Conflicts of interest may also arise when you, or members of your family, receive
improper personal benefits as a result of your position with the Company, regardless of from where those benefits are received.

You
also owe the Company a duty to advance its legitimate interests when the opportunity to do so arises. You are prohibited from (i) taking for yourself personally opportunities
that properly belong to the Company or are discovered through the use of the Company's resources, property, information or your position with the Company; (ii) using corporate property,
information (confidential or otherwise) or position for personal gain; or (iii) competing with the Company. You should conduct your personal affairs so that there can be no unfavorable
reflection on the Company, either express or implied.

Compliance with Laws, Rules and Regulations

In performing your duties on behalf of the Company, you must comply with all applicable governmental laws, rules and regulations, as well as the rules and
regulations of any stock exchanges and quotation systems on which Æterna Zentaris' securities are listed.

---



Public Disclosure  Confidentiality of Non-Public Information

As a public company, Æterna Zentaris must provide full, fair, accurate, timely, and understandable disclosure in reports and documents that
Æterna Zentaris files with, or submits to, the Securities and Exchange Commission or other regulators and in other public communications by Æterna Zentaris.

Consequently,
the Company's books, business records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and
must conform both to applicable legal and regulatory requirements, including, if applicable, maintaining the financial and accounting records in accordance with generally accepted accounting
principles, and to the Company's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.

In
addition, all employees, officers and directors of the Company are expected to comply with the Company's disclosure controls and procedures to ensure that material information
relating to the Company is timely recorded, processed, summarized and reported in accordance with all applicable laws, rules and regulations. You must ensure that all information or data that you
report to management is accurate and honest, and you must fully and accurately comply with all audits, requests for special record keeping or retention of documents, documents or other material from
or on behalf of the Company's auditors or the Company's management.

You
must also take all reasonable measures to protect the confidentiality of non-public information about the Company and its customers obtained or created in connection with
your activities and prevent the unauthorized disclosure of such information unless required by applicable law or regulation or legal or regulatory process.

Compliance with this Code of Ethical Conduct

All employees, officers and directors of the Company, regardless of level or seniority in the Company, have a duty to review, understand and adhere strictly to
the guidelines set forth in this Code of Ethical Conduct.

The
Company is committed to holding all employees, officers and directors accountable for adherence to this Code of Ethical Conduct.

Duty to Report Violations of this Code of Ethical Conduct  No Retaliation

The Company recognizes that employees may be reluctant in reporting certain types of potential issues relating to violations of the Code of Ethical Conduct. It is
for that reason, in addition to those enumerated above, that the Company has selected an independent third party supplier to provide a confidential and anonymous communication channel for reporting
concerns about possible violations of the Code of Ethical Conduct as well as financial and/or accounting irregularities or fraud.

All
inquiries will be transmitted to the Chair of the Audit Committee and handled promptly and discreetly. Anonymity and confidentiality will be maintained insofar as is possible. The
Company employees will not be penalized, dismissed, demoted or suspended and no retaliatory action will be taken against them for reporting or inquiring in good faith about potential breaches of the
Code of Ethical Conduct, or for seeking guidance on how to handle suspected breaches.

Details,
on how to access this reporting service or how to contact the Compliance Officer or the Subsidiaries Legal Department, are available on Æterna Zentaris' Web site at
www.aeternazentaris.com under section Investors/Governance.

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Disciplinary Actions

The Company is committed to the appropriate, prompt investigation and follow-up of any violation or suspected violation of this Code of Ethical
Conduct. Reports of violations will be investigated.

As
far as legally possible, violations of this Code of Ethical Conduct may result in disciplinary measures, including, depending on the individual circumstances, the level of involvement
and knowledge and the severity of the violation, (i) warning and/or reprimand; (ii) demotion; or (iii) termination of the employment.

In
addition, violations of this Code of Ethical Conduct may also constitute violations of law and may result in civil and criminal penalties for you, your supervisors and/or the Company.

Waivers of any Provision of this Code of Ethical Conduct

Any request for a waiver of any provision of this Code of Ethical Conduct for a director, officer or employee of the Company must be in writing and addressed to
the Compliance Officer. The Board of Directors of Æterna Zentaris must approve any waiver with respect to this Code of Ethical Conduct that involves a director or an executive officer of
Æterna Zentaris. Waivers of any provision of this Code of Ethical Conduct for an officer or employee of the Company (other than a person who is a director or executive officer of
Æterna Zentaris) may be made by the Compliance Officer.

Æterna
Zentaris is required to publicly disclose any waivers granted to a director or executive officer of Æterna Zentaris, along with the reasons for such
waivers, in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the relevant rules, if any, of any stock exchanges and quotation systems on which Æterna
Zentaris' securities are listed.

Amendments to this Code of Ethical Conduct

The Board of Directors of Æterna Zentaris may update or otherwise amend this Code of Ethical Conduct. When there are material changes, the Company
will provide each director, officer and employee of the Company with an updated copy of the Code of Ethical Conduct.

Adopted
and approved by the Board of Directors on March 29, 2004 and amended by the Board of Directors on November 3, 2004 and December 13, 2005.

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