**Exhibit 4.8**

** **

**AMENDMENT TO AMENDED EMPLOYMENT AGREEMENT**

** **

**DATED AS OF JUNE 29, 2007**

 
| **BETWEEN:** | ** ** | **Æ****TERNA  ZENTARIS INC.,******a Corporation duly  incorporated under the laws of Canada, having its registered address at 1405,  boul. du Parc-Technologique, Quebec City, Quebec Canada G1P 4P5; |
|--------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |       |                                                                                                                                                                                                            |
|         |       | (the  **“Corporation”)**                                                                                                                                                                              |
|         |       |                                                                                                                                                                                                            |
| **AND:**     | ** ** | **Æ****TERNA ZENTARIS, INC.,**a Corporation duly  incorporated under the laws of Delaware, having its registered address at   PO Box, 540, Bernardsville, New Jersey, 07924-0540;                          |
|         |       |                                                                                                                                                                                                            |
| ** **   | ** ** | (the  **“Subsidiary”)**                                                                                                                                                                               |
| ** **   | ** ** |                                                                                                                                                                                                            |
| **AND:**     |       | **DENNIS TURPIN, CA**domiciled at [civic  address redacted for                                                                                                                                                  |
|         |       | privacy  reasons], Quebec, Canada                                                                                                                                                                               |
|         |       |                                                                                                                                                                                                            |
|         |       | (the  **“Executive”)**                                                                                                                                                                                |

 

**WHEREAS**the Corporation and theExecutive entered into an amended employment agreement dated May 2, 2007(the **“Amended Employment Agreement”**);

 

**WHEREAS**on April 9, 2007, theCorporation incorporated the Subsidiary and the Corporation owns all of theissued and outstanding voting and equity shares of the Subsidiary;

 

**WHEREAS**the Corporation hastransferred certain of its executives who will be performing their employmentduties principally out of the United States of America to the Subsidiary;

 

**WHEREAS**it is the parties’ intentionthat, except for the transfer of employer effected by the present amendment tothe Amended Employment Agreement, all other terms and conditions of the AmendedEmployment Agreement shall remain in place and unchanged;

 

**AND WHEREAS**it is the parties’ intentionthat, at the discretion of the Corporation’s Board of Directors, the Executiveshall also serve as a corporate officer of the Corporation and perform suchcorporate duties and functions commensurate therewith;

 

**NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:**

 

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**SECTION 1– ACKNOWLEDGMENTS**

 
| 1.1    |   | The  parties hereto acknowledge that the Amended Employment Agreement has been  transferred to the Subsidiary and that, therefore, the Subsidiary shall  henceforth be the Executive’s employer and the Executive shall be on the  Subsidiary’s payroll.                                                                  |
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|   |   |                                                                                                                                                                                                                                                                                                                                |
| 1.2    |   | The  Executive agrees and undertakes that, in the event the Executive shall be  appointed a corporate officer of the Corporation by the Corporation’s Board  of Directors, the Executive shall fulfill such corporate functions and duties  commensurate therewith gratuitously.                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                |
| 1.3    |   | The  Executive hereby stipulates that that the Corporation shall continue to  benefit from all of its and its Subsidiary’s rights and all of the  Executive’s obligations under the Amended Employment Agreement, as hereby  amended, as a third-party beneficiary, and the Corporation hereby accepts  such stipulation. |
|   |   |                                                                                                                                                                                                                                                                                                                                |
| 1.4    |   | The  Corporation and the Subsidiary hereby acknowledge that, notwithstanding the  amendment effected by the present, the hiring date of the Executive is 1999,  being the year in which the Executive commenced employment with the  Corporation and entered into an initial employment agreement with the  Corporation.            |
|   |   |                                                                                                                                                                                                                                                                                                                                |
| 1.5    |   | Except  as otherwise provided herein, all terms and conditions of the Employment  Agreement remain unchanged, unmodified and in full force and effect.                                                                                                                                                                              |

 

**SECTION 2– LANGUAGE**

 

Theparties have expressly requested that this Amendment be drafted in the Englishlanguage. *Les parties ont expressémentrequis que cet amendement soit rédigé en anglais.*

 

**INWITNESS WHEREOF** the parties hereto have duly signed this agreementon this twenty- ninth (29) day of June, 2007.

 

***[Signature Page Follows]***

 

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| **Æ****TERNA  ZENTARIS INC.**     |                     |                   |
|----------------------------------------|--------------------------|------------------------|
|                                   |                     |                   |
| By:                                    |  /s/ David J. Mazzo |                   | /s/  Dennis Turpin |
| David  J. Mazzo, Ph.D.                 | ** **               | **DENNIS  TURPIN, CA** |
| President  and Chief Executive Officer | ** **               | **SVP and****CFO**     |
|                                   |                     |                   |
|                                   |                     |                   |
| **Æ****TERNA  ZENTARIS, INC.**    |                     |                   |
|                                   |                     |                   |
| By:                                    |  /s/ David J. Mazzo |                   |
| David  J. Mazzo, Ph.D.                 |                     |                   |
| President  and Chief Executive Officer |                     |                   |

 

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**AMENDED EMPLOYMENT AGREEMENT OF DENNIS TURPIN**

** **

**Æ****TERNAZENTARIS INC.**

** **

**Dated May 2nd, 2007**

** **

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**AMENDED EMPLOYMENT AGREEMENT**

 
| **BETWEEN:** | ** ** | **Æ****TERNA ZENTARIS INC.,**a Corporation duly  incorporated, having its head office at 1405 Parc-Technologique Blvd., Qu*é*bec, QC GIP 4P5, |
|--------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |       |
|         |       |                                                                                                                                                    |
|         |       | (hereinafter  the **“Corporation”**)                                                                                                          |
|         |       |                                                                                                                                                    |
| **AND:**     | ** ** | **DENNIS TURPIN, CA**domiciled at [civic  address redacted for privacy reasons], Quebec, Canada                                                         |
|         |       |
|         |       |                                                                                                                                                    |
|         |       | (hereinafter  the **“Executive”**)                                                                                                            |

** **

**SECTION 1 – PURPOSE**

 
| 1.1 |   | The  Corporation wishes to amend the employment agreement with the Executive. The  Executive is willing to amend the employment agreement entered with the  Corporation in 1996, on the terms and conditions set forth herein in this  Amended Employment Agreement (the **“Agreement”**).****The  Executive shall act as Senior Vice President and Chief Financial Officer and  shall report to the President and Chief Executive Officer of the Corporation. |
|-----|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**SECTION 2 – DUTIES**

 
| 2.1    |   | The  Executive agrees to devote his full business time to the Corporation, to make  every effort necessary to perform adequately the duties that are assigned to  him and to act in the best interests of the Corporation at all times. The  Employee shall refrain from any activity that could be prejudicial to the  Corporation’s interests. In performing his duties with the Corporation, the  Executive shall act faithfully and honestly at all times. |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.2    |   | The  Executive shall carry out his duties from New Jersey, USA. However, the  Executive acknowledges that his position will require traveling, including to  Canada and Europe, and the Executive agrees to devote the necessary and  reasonable time to such traveling.                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 2.3    |   | The  Executive agrees to comply with all the instructions, policies and/or rules  that are established verbally or in writing by the Corporation.                                                                                                                                                                                                                                                                                                                   |

 

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| 2.4 |   | The  Executive shall be entitled to sit on a board of directors of another  corporation, solely with the prior written authorization of the Board. |
|-----|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|

 

**SECTION 3 – COMPENSATION**

** **

3.1                                 Salary

 

TheCorporation shall pay the Executive, for the duration of this Agreement, a baseannual salary (the **“Base Salary”**) of THREE HUNDRED AND TWENTY-FIVETHOUSAND US DOLLARS (US$325,000.00), payable in accordance with the Corporation’sstandard payroll practice. Such Base Salary shall be reviewed annually and maybe increased in accordance with the Corporation’s policy.

 

3.2                                 Bonus

 

Duringthe term of this Agreement, the Executive shall be eligible to receive anannual lump sum cash bonus (the **“Annual Bonus”**) in respect of each full or partialfiscal year of the Corporation, which is from January 1 to December 31.The Annual Bonus for the 2007 fiscal year shall be equal to an amountrepresenting thirty-five (35%) of the Base Salary. If an Annual Bonus is to bepaid hereunder in respect of a period that is a partial fiscal year, suchAnnual Bonus shall be prorated for service through the Executive’s date oftermination. In all cases, the Executive’s eligibility for such Annual Bonus isconditional upon the attainment of objectives, which were mutually agreed atthe beginning of the year and revised recently. According the Corporation’spolicy, the granting of Annual Bonus is based upon an assessment of eachindividual’s performance as well as the performance of the Corporation andrequires Board approval.

 

3.3                                 Car Allowance

 

TheCorporation shall pay the Executive an annual taxable car allowance of TWENTYTHOUSAND US DOLLARS (US$20,000.00). In addition, the Corporation will assumeall related operating costs of the vehicle (including insurance, registration,maintenance, repairs and fuel).

 

3.4                                 Movingexpenses, temporary rent and relocation incentive

 

Finally,at the time of his final move from Canada to the USA, the Corporation willreimburse all moving expenses incurred by the Executive in connection with therelocation from Quebec City to New Jersey according to Industry practices andin mutual agreement between the CEO of the Corporation and the Executive. Inaddition, the Corporation will reimburse the Executive, upon presentation ofvouchers, three months of temporary rent, if any.

 

TheCorporation shall pay the Executive a net amount of TEN THOUSAND US DOLLARS(US$10,000.00) upon the initiation of his physical relocation as a relocationincentive. (For the sake of clarity, the US$10,000 is paid net of incometaxes.)

 

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3.5           BusinessExpenses

 

TheCorporation shall reimburse the Executive, upon presentation of vouchers, forreasonable entertainment, traveling and other expenses incurred by him onbehalf of the Corporation, in accordance with the Corporation’s policies andrules.

 

3.6           Double taxation

 

Inthe eventuality whereby the Executive has a double taxation situation (doubleresidency, stock options, etc.), the Corporation shall reimburse the excess taxcosts to the Executive such that his total tax burden would be no more thanthat of a similar person residing in New Jersey who did not have the dualtaxation liability. In addition, the Corporation shall assume the cost relatedto the consultation of a tax expert by the Executive to analyze his fiscalsituation in connection with the relocation.

 

**SECTION 4– VACATION**

 

TheExecutive shall be entitled to paid annual vacation of four (4) weeks, inaccordance with the Corporation’s policy, which vacation is to be taken attimes prearranged with the Corporation. Vacation must be taken during the yearand shall not be cumulative. The full vacation for 2007 is vested for theExecutive upon execution of this agreement.

 

**SECTION 5– GROUP INSURANCE**

 

5.1           Medical/DentalInsurance, Life and Disability Insurance

 

TheCorporation shall pay the monthly premium for family benefits plan insuranceaccording the Corporation’s existing plan Insurance

 

**SECTION 6 – DURATION AND TERMINATION**

 

6.1           Duration

 

This contract is for an indeterminate term.

 

6.2           Automatic termination

 

TheExecutive’s employment shall terminate automatically, without the Corporationbeing bound to pay any compensation whatsoever, upon the death of the Executiveor the date upon which his resignation becomes effective.

 

TheExecutive’s employment may also be terminated by the Corporation for cause uponsimple notice in writing transmitted to the Executive, without the Corporationbeing bound to pay any compensation whatsoever, in the following cases,hereinafter referred to as **“Cause”**:

 

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(a)                                  If theExecutive is declared bankrupt or insolvent or makes an assignment of hisproperty or is placed under protective supervision, which situations theExecutive acknowledges to be incompatible with the continuation of hisemployment.

 

(b)                                 If theExecutive becomes physically or mentally disabled to such an extent as to makehim unable to perform his duties normally and adequately for an aggregate ofsix (6) months during a period of twelve (12) consecutive months. In sucha case, the Executive may continue to benefit under short-term and long-termdisability insurance plans, subject to the terms of such plans, if any.

 

(c)                                  If theExecutive breaches the terms of this Agreement.

 

(d)                                 If theExecutive commits any fraud, theft, embezzlement or other criminal act of asimilar nature.

 

(e)                                  If theExecutive has committed serious misconduct or willful negligence in theperformance of his duties.

 

(f)                                    If theExecutive refuses or fails to follow reasonable directives of the Corporation.

 

(g)                                 If theExecutive’s demonstrates willful or reckless conduct causing material damage tothe Corporation or the Corporation’s business.

 

(h)                                 If theExecutive misuses or abuses alcohol, drugs or controlled substances.

 

6.3                                 Terminationwithout Cause

 

TheCorporation may also terminate the Executive’s employment, without cause, bypaying him the following:

 

(i)            an amountequivalent to eighteen (18) months of the Executive’s annual Base Salary;

 

(ii)           An amountequivalent to 1.5 times the Annual Bonus received by the Executive for the lastcompleted fiscal year prior to the termination date calculated on a yearlybasis; and

 

(iii)          An amountequivalent to eighteen (18) months of the cost of the benefits which were inforce at the time of termination of the Executive’s employment, calculated on ayearly basis, including the car allowance but excluding the related operatingcosts. However, Stock Options are expressly excluded from this provision andthe Executive shall be treated, in this regard, in accordance with the terms ofthe Plan.

 

(i)            The Executiveacknowledges that the said payments are fair and sufficient and, inconsideration of the Corporation giving him such payments in the event of the

 

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| termination  of his employment without cause, the Executive shall grant the Corporation  and its directors, officers, employees, shareholders, representatives and  agents, and the directors, officers, employees, shareholders, representatives  and agents of any affiliate of the Corporation, a full and final release and  discharge from any and all claims, past, present or future, that he has or  may have, arising directly or indirectly from the termination of his  employment, whether for prior notice of termination, severance pay, damages  in lieu thereof or for any other reason. |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

6.4           Resignation

 

Inthe event that the Executive wishes to terminate his employment, he shall givethe Corporation prior written notice of at least 6 weeks.

 

**SECTION 7– TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE OF CONTROL**

 

7.1                                 If theemployment of the Executive is terminated by the Corporation within twelve (12)months following a Change of Control, without Cause by the Corporation or bythe Executive for Good Reason, the whole as defined in Appendix 1, theExecutive shall receive the following:

 

(a)        An amountequivalent to eighteen (18) months of his annual Base Salary;

 

(b)        An amountequivalent to 1.5 times the Annual Bonus, if any, which the Executive wouldhave been entitled to receive in the year during which the Change of Controloccurred; and

 

(c)        An amountequivalent to eighteen (18) months of the cost of the benefits which were inforce at the time of termination of the Executive’s employment, calculated on ayearly basis, including the car allowance, but excluding operating costs.However, Stock Options are expressly excluded from this provision and theExecutive shall be treated, in this regard, in accordance with the terms of thePlan.

 

**SECTION 8– NO COMPETITION, NO SOLICITATION AND LOYALTY**

 

8.1           The Executiveshall not compete with the Corporation, directly nor indirectly. He shall notparticipate in any capacity whatsoever in a business that would directly orindirectly compete with the Corporation, namely one involved in the developmentand commercialization of the specific endocrine therapies and oncologytreatments which the Corporation is actively developing, including, withoutlimitation, as an executive, director, officer, employer, principal, agent,fiduciary, administrator of another’s property, associate, independentcontractor, franchisor, franchisee, distributor or consultant unless suchparticipation is fully disclosed to the Corporation and approved in writing inadvance by the Board. In addition, the Executive shall not have any interestwhatsoever in such an enterprise, including, without limitation, as owner,shareholder, partner,

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limitedpartner, lender or silent partner. This no competition covenant is limited asfollows :

 

8.1.1        **As tothe time period,** to the duration of the Executive’s employment andfor a period of one (1) year as of the date of termination of his employment;

 

8.1.2        **As tothe geographical area,** the territory in which a specific producthad been actively exploited by the Corporation during the two years precedingthe termination date. For purposes of this clause, the Corporation is deemed tohave actively exploited such territory for such product if, during the two (2)years immediately preceding the termination date:

 
|   | (i)    | Distribution  rights for this product were granted to a distributor of the Corporation,  pursuant to a distribution agreement (exclusive or non-exclusive) except if  such distribution agreement ceased to have effect, prior to the termination  date, with the Corporation’s consent and provided that the Corporation did  not actively search for other distributors for the territory covered by this  Agreement; or if |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (ii)   | The  Corporation has completed phase II clinical development work for this product  in this territory, or searched for commercial partners or applied to protect  its intellectual property rights in relation to the product and its use,  including patent applications in relation to the product or its use, which  applications referred to these territories.                                                                |
|   |   |

 

8.1.3        **As tothe nature of the activities,** to duties or activitieswhich are identical or substantially similar to those performed or carried onby the Executive during the twenty-four (24) months preceding the terminationof his employment.

 

8.2           The foregoingstipulation shall nevertheless not prevent the Executive from buying or holdingshares or other securities of a Corporation whose securities are publiclytraded on a recognized stock exchange where the securities so held by theExecutive do not represent more than five percent (5%) of the voting shares ofsuch Corporation and do not allow for its control.

 

8.3           The Executivealso undertakes, for the same period and in respect of the same territoryreferred to hereinabove in sub-sections 8.1.1 and 8.1.2, not to solicit clientsof the Corporation, directly or indirectly, not to permit the use of his namein order to solicit said clients or do anything whatsoever to induce or to leadany person to decide to put an end, in whole or in part, to his businessrelations with the Corporation.

 

8.4           The Executivealso undertakes, for the same period and in respect of the same territoryreferred to hereinabove in sub-sections 8.1.1 and 8.1.2, not to induce, attemptto induce or otherwise interfere in the relations which the Corporation haswith its distributors, suppliers, representatives, agents and other partieswith whom the Corporation deals.

 

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8.5                                 The Executive also undertakes,for the same period and in respect of the same territory referred tohereinabove in sub-sections 8.1.1 and 8.1.2 not to induce, attempt to induce orotherwise solicit the personnel of the Corporation to leave their employmentwith the Corporation nor to hire the personnel of the Corporation for anyenterprise in which the Executive has an interest.

 

8.6                                 The Executive acknowledgesthat the provisions of this section 8 are limited as to the time period, thegeographic area and the nature of the activities to what the parties deemnecessary to protect the legitimate interests of the Corporation, whileallowing the Executive to earn his living.

 

8.7                                 Nothing in this sectionshall operate to reduce nor to extinguish the obligations of the Executivearising at law or under this contract which survive at the termination of thecontract in reason of their nature and, in particular, without limiting theforegoing, the Executive’s duty of loyalty and obligation to act faithfully andhonestly.

 

**SECTION 9– CONFIDENTIALITY**

 

9.1                                 The Executive acknowledgesthat he has received and will receive or conceive, in carrying on or in thecourse of his work during his employment with the Corporation, confidentialinformation pertaining to the activities, the technologies, the operations andthe business, past, present and future, of the Corporation or its subsidiariesor related or associated companies which information is not in the publicdomain. The Executive acknowledges that such confidential information belongsto the Corporation and that its disclosure or unauthorized use could beprejudicial to the Corporation and contrary to its interests.

 

Accordingly,the Executive agrees to respect the confidentiality of such information and notto make use of or disclose or discuss it to or with any person, other than inthe course of his duties with the Corporation, without the explicit priorwritten authorization of the Corporation.

 

Thisundertaking to respect the confidentiality of such information and not to makeuse of or disclose or discuss it to or with any person shall continue to havefull effect notwithstanding the termination of the Executive’s employment withthe Corporation, so long as such confidential information does not becomepublic as a result of an act by the Corporation or a third party which act doesnot involve the fault of one its Executives.

 

9.2                                 The term“confidential information” includes among other things:

 

9.2.1        products,formulae, processes and composition of products, as well as raw materials andingredients, of whatever kind, that are used in their manufacture;

 

9.2.2        technicalknowledge and methods, quality control processes, inspection methods,laboratory and testing methods, information processing programs 

 

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and systems; manufacturingprocesses, plans, drawings, tests, test reports and software;

 

9.2.3                        equipment,machinery, devices, tools, instruments and accessories;

 

9.2.4                        financial information,production cost data, marketing strategies, raw materials supplies, suppliers,staff and client lists and related information, marketing plans, salestechniques and policies, including pricing policies, sales and distributiondata and present and future expansion plans; and

 

9.2.5                        research, experiments,inventions, discoveries, developments, improvements, ideas, industrial secretsand “know-how”.

 

9.3                                 The Executiveundertakes to keep the terms of this Agreement confidential.

 

**SECTION 10– OWNERSHIP OF INTELLECTUAL PROPERTY**

 

10.1        The Executivehereby assigns and agrees to assign to the Corporation all his intellectualproperty rights as of their creation and to make full and prompt disclosure tothe Corporation of all information relating to anything made or designed by himor that may be made or designed by him during the period of his employment,whether alone or jointly with other persons, or within a period of two (2) yearsfollowing the termination of his employment and resulting from or arising outof any work performed by the Executive on behalf of the Corporation orconnected with any matter relating or possibly relating to any business inwhich the Corporation or any of its subsidiaries or related or associatedcompanies is involved unless specifically released from such obligation inwriting by the Board.

 

Inaddition, the Executive renounces all moral rights in any document or workrealized during the period of his employment. The Executive acknowledges thatthe Corporation has the right to use, modify or reproduce any document or workrealized by the Executive, at its entire discretion, without the Executive’sauthorization and without his name being mentioned.

 

10.2         At any timeduring the period of his employment or after the termination of his employment,the Executive shall sign, acknowledge and deliver, at the Corporation’sexpense, but without compensation other than a reasonable sum for his timedevoted thereto if his employment has then terminated, any document required bythe Corporation to give effect to section 10.1, including patentapplications and documents evidencing the assignment of ownership. TheExecutive shall also provide such other assistance as the Corporation mayrequire with respect to any proceeding or litigation relating to the protectionor defense of intellectual property rights belonging to the Corporation.

 

10.3         This sectionshall be binding on the Executive’s heirs, assignees and legal representatives.

 

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**SECTION 11 – OWNERSHIPOF FILES AND OTHER PROPERTY**

 

11.1         Anyfile, sketch, drawing, letter, report, memo or other document, any equipment,machinery, tool, instrument or other device, any diskette, recording tape,compact disc or software or any other property which comes into the Executive’spossession during his employment with the Corporation, in the performance or inthe course of his duties, regardless of whether he has participated in itspreparation or design, how it may have come into his possession and whether ornot it is an original or a copy, shall at all times remain the property of theCorporation and, upon the termination of the Executive’s employment, shall bereturned to the Corporation or its designated representative before theExecutive leaves his place of work. The Executive may not keep a copy or giveone to a third party.

 

**SECTION 12 – TERMINATIONOF PRIOR CONTRACTS**

 

12.1         Asof the effective date hereof, this Agreement supersedes and cancels any prioragreement, verbal or written, with respect to the Executive’s employment withthe Corporation.

 

**SECTION 13 – AMENDMENTOF THE AGREEMENT**

 

13.1         Tobe valid, any amendment to this Agreement must be confirmed in writing by the Corporation and by theExecutive.

 

**SECTION 14 – NOTICES**

 

14.1         Anynotice given hereunder shall be given in writing and sent by registered orcertified mail or hand delivered. If such notice is sent by registered orcertified mail, it shall be deemed to have been received five (5) businessdays following the date of its mailing if the postal services are workingnormally. If such is not the case, the notice must be hand delivered or servedby bailiff, at the discretion of the sender. In the case of hand delivery orservice, the notice shall be deemed to have been received the same day. It isagreed that if the delivery date is a non-business day, the notice shall bedeemed to have been received on the following business day.

 

**SECTION 15 – ELECTIONOF DOMICILE**

 

15.1         Forthe purposes of the exercise of any rights flowing from this Agreement and theinstitution of legal proceedings, the parties elect domicile in the judicialdistrict of Québec

 

**SECTION 16 – SUCCESSORS**

 

16.1         ThisAgreement shall be binding on the successors, heirs, assignees and legalrepresentatives of the parties.

 

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**SECTION 17 – INTERPRETATION**

 

17.1         This Agreement shall begoverned by and interpreted in accordance with the laws of the province of Québec.

 

**SECTION 18 – LANGUAGE**

 

The parties have expressly requested that this Agreement be drafted inthe English language.  *Les parties ont expressément requis que cetteconvention d’emploi soit rédigée en anglais.*

 

**IN WITNESS WHEREOF**the parties hereto have duly signed thisAgreement on this 2nd day of May, 2007.

 

 
| **Æ****TERNA ZENTARIS INC.**     | ** **                       | ** **             |
|---------------------------------------|----------------------------------|------------------------|
| ** **                            |                             |                   |
| By:                                   |  **/**s**/**David  J. Mazzo |                   | /s/ Dennis  Turpin |
|                                  | ** **                       |                   |   |
| David J. Mazzo, Ph.D.                 | ** **                       | **DENNIS  TURPIN, CA** |
|                                  |                             |                   |
| President and Chief Executive Officer |                             |                   |

 

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**ANNEX 1**

 

**CHANGE OFCONTROL PROGRAM (the “Program”)**

 

**1.**             Applicabilityof the Program

 

The Executive shall be entitled to the benefit of the Program if bothconditions mentioned below occur:

 

(A)          there is a “**Change of Control**” of theCorporation, as defined below; and

 

(B)          The Executive’s employmentis terminated, within twelve (12) months following a Change of Control :

 

(i)      involuntarily, at therequest of the Corporation or its successors, except “**for Cause**” or

 

(ii)     by him, for “**Good Reason**”**.**

 

**2.**             Definitions

 

(A)          For purposes of the Program and unlessotherwise defined, the capitalized terms used herein shall have the followingmeaning:

 

(i)      **“Person**”includes any individual, firm, partnership, association, trust, trustee,executor, administrator, legal personal representative, government, governmentalbody or authority, corporation, or other incorporated or unincorporatedorganization, syndicate or other entity;

 

(ii)     Subject to the exceptions setout in Schedule A hereto, a Person shall be deemed the “**Beneficial Owner**” of or to “**Beneficially Own**”****(a) any securities of which such Person or any of suchPerson’s affiliates or associates, as such terms are defined in *National Instrument 45-106 – Prospectus and Registration Exemptions*,is owner at law or in equity; (b) any securities which the Person or anyof such Person’s affiliates or associates has the right to acquire within 60days (whether such right is exercisable immediately or after the passage of notmore than 60 days thereafter or upon the occurrence of a contingency or themaking of a payment) pursuant to any securities convertible into Voting Shares,agreement, arrangement, pledge or understanding, whether or not in writing(other than customary agreements with and between underwriters and/or bankinggroup and/or selling group members with respect to a distribution of securitiesor pledges of securities in the ordinary course of the pledgee’s business); and(c) any securities that are Beneficially Owned within the meaning ofclauses (i) or (ii) of this Subsection 2(A)(ii) by any otherPerson with which such Person is acting jointly or in concert;

 

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(iii)    “**Voting Shares**” means the common shares and any othersecurities the holders of which are entitled to vote generally on the electionof directors of the Corporation.

 

(B)           For purposes of the Program, involuntarytermination of employment “**for Cause**” includes the following:

 

(i)      if the Executive commits anyfraud, theft, embezzlement or other criminal act of a similar nature; or

 

(ii)     if the Executive is guilty ofserious misconduct or willful negligence in the performance of his duties.

 

(C)           For purposes of theProgram, “**GoodReason**” means the occurrence, without the Executive’s expresswritten consent, of any of the following acts:

 

(i)      a material reduction of theExecutive’s total compensation (including annual Base Salary plus Annual Bonus,benefits and number of stock options) as in effect on the date of thisAgreement or as same may be increased from time to time ;

 

(ii)     a material reduction orchange in the Executive’s duties, authority, responsibilities, accountabilityor a change in the business or corporate structure of the Corporation whichmaterially affects his authority, compensation or ability to perform duties orresponsibilities (such as shifting from a policy making position to a policyimplementation position);

 

(iii)    a forced relocation; or

 

(iv)    a material change in the termsand conditions of this Program.

 

(D)           For purposes of the Program, a “**Change of Control**” shall be deemed to haveoccurred in any of the following circumstances:

 

(i)      subject to the exceptionsset out in Schedule B hereto, upon the purchase or acquisition, in oneor more transactions, by a Person or one or more Persons who are affiliates ofone another or who are acting jointly or in concert (as such expressions aredefined in the *Securities Act* (Ontario)) (the “**Acquiring Person**”) of a beneficial interestin securities of the Corporation representing in any circumstance fifty percent(50%) or more of the voting rights attaching to the then outstanding securitiesof the Corporation; or

 

(ii)     upon a sale or otherdisposition of all or substantially all of the Corporation’s assets; or

 

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(iii)    upon a plan of liquidation ordissolution of the Corporation; or

 

(iv)    if, for any reason, includingan amalgamation, merger or consolidation of the Corporation with or intoanother company, the individuals who at the date hereof constitute the Board ofDirectors of the Corporation (and any new directors whose appointment by theBoard of Directors of the Corporation or whose nomination for election by theCorporation’s shareholders was approved by a vote of at least two-thirds (2/3)of the directors then still in office who either were directors at the datehereof or whose appointment or nomination for election was previously soapproved) cease to constitute a majority of the members of the Board ofDirectors of the Corporation.

 

**3.**             Payment

 

In the event that the two (2) conditions mentioned in Section 1above are met, the Executive shall receive, in a lump sum, at the latest withinten (10) days of the effective date of the termination of employment, thepayment of the amounts mentioned in section 7 of the Agreement.

 

Should the Executive die before he has received the full payments, hisestate shall receive, immediately following his death, a cash amount equal tothe unpaid balance, less required statutory deductions.

 

It is understood that the Executive will not be required to mitigatethe amount of any payment hereunder by seeking other employment or otherwise.

 

**4.**             Release

 

The Executive acknowledges that the full and complete execution of allobligations undertaken by the Corporation and its successors under the Program,to the extent the Program becomes applicable pursuant to Section 1 of theProgram, constitutes adequate notice of termination and in consideration andsubject to the full and complete execution of all such obligations, theExecutive agrees to grant the Corporation, its affiliated and related companiesand their respective directors, officers, shareholders, representatives,employees, successors and assigns, a full and final release and discharge forall claims, past, present or future, that he has or may have, arising directlyor indirectly from his employment and the termination thereof, whether forprior notice of termination, severance pay, damages in lieu thereof or for anyother reason.

 

**5.**             General

 

The Executive’s participation in the Program shall end immediately uponthe termination of his employment with the Corporation or one of its affiliatesfor any reason whatsoever. The Program is for an indefinite term commencing onthe date of this Agreement. Furthermore, the Corporation shall have the rightprior to the occurrence of a Change of Control, in its sole discretion, toterminate the Executive’s participation in the Program at the end of eachtwelve (12)-month period commencing on the date of this Agreement by sendinghim a written notice of termination at least thirty (30) days prior to thefirst anniversary date of this Agreement and of

 

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each anniversary date thereafter. For example, the Corporation would beentitled to exercise its discretion to terminate the Executive’s participationin the Program if, as of the date of the notice of termination, there has beenduring said twelve (12)-month period a material reduction in theresponsibilities of the Executive.

 

**6.**             Successors

 

The terms and conditions hereof shall bind the Corporation, itssuccessors and assignees.

 

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**Schedule A**

 

***Exceptions to thedefinition of “Beneficial Owner” and “Beneficially Own” (Section 2 (A)(ii) ofthe Program)***

 

A Person shall not be deemed the “**Beneficial Owner**”of or to “**Beneficially Own**” anysecurity:

 

(A)          as a result of suchsecurity having been deposited or tendered pursuant to a take-over bid (as suchterm is defined in the *Securities Act* (Ontario)) made by such Person or anyof such Person’s affiliates or associates or any other Person acting jointly orin concert with such Person until such deposited or tendered security is takenup and paid for;

 

(B)          as a result of enteringinto an agreement, including a lock-up agreement, pursuant to which it has beenagreed that such security will be deposited or tendered until such deposited ortendered security is taken up and paid for;

 

(C)          as a result of (a) suchPerson or any of the affiliates or associates of such Person holding suchsecurity provided that the ordinary business of any such Person (the “**Fund****Manager**”)includes the management of investment funds for others and such security isheld by the Fund Manager in the ordinary course of such business in theperformance of such Fund Manager’s duties for the account of any other Person(a “**Client**”); (b) such Person (the “**Trust****Company**”) beinglicensed to carry on the business of a trust company under applicable laws and,as such, acting as trustee or administrator or in a similar capacity inrelation to the estates of deceased or incompetent Persons (each an “**Estate****Account**”) or inrelation to other accounts (each an “**Other****Account**”) and holding such security in the ordinary courseof such duties for such Estate Accounts or for such Other Accounts;  (c) such Person (the “**Plan****Administrator**”)being the administrator or the trustee of one or more pension funds or plans (a “**Plan**”) registered under the laws of Canada or any provincethereof or the laws of the United States of America or any state thereof andsuch security being held by the Plan Administrator or the Plan in the ordinarycourse of such Plan Administrator’s or Plan’s activities; (d) such Person(the “**Crown****Agent**”)being established by statute for purposes that include, and the ordinarybusiness or activity of such Person includes, the management of investmentfunds for employee benefit plans, pension plans or insurance plans of variouspublic bodies and such security is held

 

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by the CrownAgent in the ordinary course of the management of such investment funds; or (e) suchPerson being a Plan and such security being held by the Plan in the ordinarycourse of such Plan’s activities; provided, however, that in any of the foregoingcases the Fund Manager, the Trust Company, the Plan Administrator, the CrownAgent or the Plan, as the case may be, is not then making or has not thenannounced a current intention to make a take-over bid (as such term is definedin the *Securities Act* (Ontario)), alone or byacting jointly or in concert with any other Person, other than an offer toacquire the Voting Shares pursuant to a distribution by the Corporation or bymeans of market transactions made in the ordinary course of business of such Person(including pre-arranged trades entered into in the ordinary course of businessof such Person) executed through the facilities of a stock exchange ororganized over-the-counter-market;

 

(D)          because such Person is aClient of the same Fund Manager as another Person on whose account the FundManager holds such security, or because such Person is an Estate Account or anOther Account of the same Trust Company as another Person on whose account theTrust Company holds such security, or because such Person is a Plan with thesame Plan Administrator as another Plan on whose account the Plan Administratorholds such security;

 

(E)           because such Person isa Client of a Fund Manager and such security is owned at law or in equity bythe Fund Manager, or because such Person is an Estate Account or an OtherAccount of a Trust Company and such security is owned at law or in equity bythe Trust Company, or because such Person is a Plan and such security is ownedat law or in equity by the Plan Administrator; or

 

(F)           because such Person isthe registered holder of securities as a result of carrying on the business of,or acting as, a nominee of a securities depositary.

 

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**Schedule B**

 

***Exceptions to thedefinition of “Acquiring Person” (Section 2 (D)(i) of theProgram)***

 

# **“**ACQUIRING PERSON”SHALL MEAN ANY PERSON WHO IS AT ANY TIME AFTER THE DATE HEREOF THE BENEFICIALOWNER OF FIFTY PERCENT (50%)OR MORE OF THE OUTSTANDING VOTING SHARES OF THE CORPORATION; PROVIDED, HOWEVER,THAT THE TERM “ACQUIRING PERSON” SHALL NOT INCLUDE:

# ** **

(i)            the Corporation or any corporationcontrolled by the Corporation;

 

#### (ii)           any Person who becomes the beneficial owner of **fifty percent (50%)** or more of the outstanding Voting Sharesas a result of one or any combination of: (a) a Voting Share Reduction; (b) anExempt Acquisition; or (c) a Pro Rata Acquisition; provided, however, thatif a Person shall become the Beneficial Owner of **fiftypercent (50%)** or more of the outstanding Voting Shares by reason ofone or any combination of a Voting Share Reduction, an Exempt Acquisition or aPro Rata Acquisition, and thereafter becomes the Beneficial Owner of anadditional one percent of any Voting Shares then outstanding (otherwise thanpursuant to an additional Voting Share Reduction, Exempt Acquisition or ProRata Acquisition), then, as of the date that such Person becomes a BeneficialOwner of such additional Voting Shares, such Person shall become an “**Acquiring Person**”; or

####  

#### (iii)          an underwriter or member of a banking orselling group acting in such capacity that becomes the Beneficial Owner of **fifty percent (50%)** or more of the Voting Shares inconnection with a distribution of securities pursuant to an underwritingagreement with the Corporation;

####  

For purposes of the Program, the capitalized terms used herein shallhave the following meaning:

 

(a)           “**VotingShare Reduction**” means an acquisition or redemption by theCorporation or any corporation controlled by the Corporation of Voting Shareswhich, by reducing the number of Voting Shares outstanding, increases thepercentage of Voting Shares Beneficially Owned by any Person to fifty percent(50%) or more of the Voting Shares then outstanding;

 

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(b)           “**ExemptAcquisition**” means an acquisition whereby a Person became anAcquiring Person by inadvertence and without any intention to become, orknowledge that it would become, an Acquiring Person under this Program and, inthe event that a waiver is granted by the Board of Directors, such acquisitionshall be deemed not to have occurred for the purposes hereof. Any such waivermay only be given on the condition that such Person, within 10 days after theforegoing determination by the Board of Directors or such later date as theBoard of Directors may determine (the “Disposition Date”), has reduced itsBeneficial Ownership of Voting Shares such that the Person is no longer anAcquiring Person and such waiver shall only be effective if the reduction hasoccurred within such 10-day period; **[NTD: To consider whethersuch an event can ever occur]**

 

(c)           “**Pro Rata Acquisition**” means an acquisitionby a Person of Voting Shares pursuant to (i) any dividend reinvestmentplan, such purchase plan or other plan of the Corporation made available to allholders of Voting Shares (other than holders resident in any jurisdiction whereparticipation in such plan is restricted or impractical as a result ofapplicable law); (ii) a stock dividend, a stock split or other eventpursuant to which such Person becomes the Beneficial Owner of Voting Shares onthe same pro rata basis as all other holders of Voting Shares of the same classor series; (iii) the acquisition or exercise of rights to purchase VotingShares distributed to all holders of Voting Shares (other than holders residentin any jurisdiction where such distribution or exercise is restricted orimpractical as a result of applicable law) by the Corporation pursuant to arights offering (but only if such rights are acquired directly from theCorporation); or (iv) a distribution of Voting Shares or convertiblesecurities in respect thereof offered pursuant to a prospectus or by way of aprivate placement by the Corporation or a conversion or exchange of any suchconvertible security, provided that such Person does not thereby acquire agreater percentage of Voting Shares or convertible securities so offered thanthe Person’s percentage of Voting Shares Beneficially Owned immediately priorto such acquisition.

 

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