**Exhibit 4.8**

 

**AMENDMENT # 1 TO THE SERVICE CONTRACT FOR MANAGINGDIRECTOR**

**ENTERED INTO ON December 9****th****, 2008**

 
| **BETWEEN:** | **ÆTERNA  ZENTARIS GmbH**,  Weismüllerstraße 50, 60314 Frankfurt am Main                                                             |
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|         |                                                                                                                                                |
|         | (hereinafter  referred to as the “**Company**”)                                                                                           |
|         |                                                                                                                                                |
| **AND:**     | **ÆTERNA  ZENTARIS INC.**, a  Corporation duly incorporated, having its head office at 1405  Parc-Technologique Blvd., Québec, QC G1P 4P5 |
|         |                                                                                                                                                |
|         | (hereinafter  referred to as the “**Corporation**”)                                                                                       |
|         |                                                                                                                                                |
| **AND:**     | **MATTHIAS  SEEBER**, domiciled  at at [civic address redacted  for privacy reasons],  Frankfurt am Main                                            |
|         |                                                                                                                                                |
|         | (hereinafter  referred to as the “**Managing Director**”  or the “**Executive**”)                                               |

 

**WHEREAS** theCompany and the Managing Director entered into a service contract for ManagingDirector on July 01, 2003;

 

**WHEREAS** theservice contract referred to in the first paragraph has been replaced by afurther Service Contract for Managing Director (“Service Contract”) on May 18,2006;

 

**WHEREAS** theManaging Director has since been appointed Senior Vice President Administrationand Legal Affairs of the Corporation;

 

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

 

**THEREFORE**, inconsideration of the mutual promises and covenants hereinafter set forth, theparties agree as follows:

 

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

 

The Managing Director shalldevote his full working time and ability to the Company’s business and also tothat of the Company’s parent company, Æterna Zentaris Inc. Any other activityfor or without remuneration including any part time work is subject to theexplicit prior written consent of the shareholders. The shareholders may refuseto grant such consent without giving reasons therefore. The Company herebyalready consents to the Managing Director’s employment agreement with ÆternaZentaris Inc. as its Senior Vice President, Administration and Legal Affairs.

 

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

 

5.1                                 TheManaging Director shall be entitled to a gross annual salary in the amount of €221,000 as of January 1, 2009 to be paid according to the Company’sstandard payroll practice. The annual salary will be revised yearly to beeffective on January 1st of each calendar year, starting January 1st, 2010.

 

5.2                                 TheManaging Director shall beentitled to an annual target bonus, in respect of each full fiscal year of theCompany, which is from January 1 to December 31. The annual targetbonus for the 2008 fiscal year shall be € 52,500 and € 77,000for the 2009 fiscal year. In all cases, the Managing Director’s eligibility tosuch annual bonus is conditional upon the economic success of the Company andthe attainment of annual targets that shall be agreed upon between the Companyand the Managing Director. Actual bonus payments, if any, may be less than orequal to the target.

 

5.3                                 By paymentof the above mentioned remuneration, all activities, which the ManagingDirector has to perform under this Service Contract, shall be compensated. Inparticular, the Managing Director shall not be entitled to any additionalcompensation of overtime work or work during weekends nor shall he be entitledto any other salary or bonus from the parent Company. For the avoidance ofdoubt, nothing in this Section 5.3 shall be construed to affect Sections10.5 and 10.6 of the Service Contract as amended by this Amendment # 1 all ofwhich shall remain in effect independent of the remuneration described in this Section 5.3.

 

3.                                       Sections10.5 and 10.6 of the Service Contract shall be replaced by the following:

 

10.5                           In case oftermination by the Company or Æterna Zentaris Inc., the Company or ÆternaZentaris Inc. shall be obliged to pay the Managing Director a compensation fortermination in:

 

(a)                      an amount equivalentto twelve (12) months of the Managing Director’s annual Base Salary; and

 

(b)                     an amount equivalent to the Annual Bonusreceived by the Managing Director for the last completed fiscal year prior tothe termination date; and

 

(c)                      an amount equivalentto twelve (12) months of the cost of the benefits which were in force at thetime of termination of the Managing Director’s employment, calculated on ayearly basis, excluding the car allowance and operation costs. However, StockOptions are expressly excluded from this provision and the Managing Directorshall be treated, in this regard, in accordance with the terms of the StockOption Plan of the Corporation.

 

The compensation under this Section 10.5is independent of the potential payments under Section 10.3 of the ServiceContract and becomes due fully and in addition to these payments.

 

10.6                           Termination ofEmployment Following a Change of Control

 

If the employment of theManaging Director is terminated by the Company or Æterna Zentaris Inc. within twelve (12) months following a Change of Control,without Cause by the Company, Æterna Zentaris Inc. or by the Managing Directorfor Good Reason, the whole as defined in Annex 1, the Managing Director shallreceive the following:

 

(a)                      an amount equivalentto twenty-four (24) months of his annual Base Salary; and

 

(b)                     an amount equivalent to twice the Annual Bonus,if any, which the Managing Director would have been entitled to receive in theyear during which the Change of Control occurred; and

 

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(c)                      an amount equivalentto twenty-four (24) months of the cost of the benefits which were in force atthe time of termination of the Managing Director’s employment, calculated on ayearly basis, including the car allowance, but excluding operation costs.However, Stock Options are expressly excluded from this provision and theManaging Director shall be treated, in this regard, in accordance with theterms of the Stock Option Plan of the Corporation.

 

4.                                       Section 10.7of the Service Contract shall be deleted*.*

 

5.                                       For theavoidance of doubt, Sections 10.1, 10.2, 10.3 and 10.4 of the Service Contractshall remain unchanged and in full force.

 

6.                                       All other provisions of the Service Contractremain unchanged and in full force.

 

**IN WITNESS WHEREOF**the parties hereto have caused this amendmentto be executed on December 9st, 2008.

 
| **ÆTERNA ZENTARIS GmbH** |   |
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| **ÆTERNA ZENTARIS INC.** |   |
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| **Matthias Seeber**           |   |

 

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**ANNEX 1**

 

**CHANGE OF CONTROL PROGRAM (the “Program”)**

 

**1.****                                      Applicabilityof the Program**

 

TheExecutive shall be entitled to the benefit of the Program if both conditionsmentioned below occur:

 

(A)                             there isa “**Change ofControl**” of the Corporation, as defined below; and

 

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

 

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

 

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

 

**2.****                                      Definitions**

 

(A)                              For purposes of the Program and unless otherwise defined, thecapitalized terms used herein shall have the following meaning:

 

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

 

(ii)                      Subject to the exceptions set outin 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;

 

(iii)                   “**VotingShares**” means the common shares and any other securities the holdersof which are entitled to vote generally on the election of directors of theCorporation.

 

(B)                                For purposes of the Program, involuntary termination 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.

 

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(C)                               For purposes of the Program, “**Good Reason**”means the occurrence, without the Executive’s express written consent, of anyof 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 or change inthe Executive’s duties, authority, responsibilities, accountability or a changein the business or corporate structure of the Corporation which materiallyaffects 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 terms andconditions 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 exceptions setout in Schedule B hereto, upon the purchase or acquisition, in one ormore transactions, by a Person or one or more Persons who are affiliates of oneanother 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 other dispositionof all or substantially all of the Corporation’s assets; or

 

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

 

(iv)                  if, for any reason, including anamalgamation, merger or consolidation of the Corporation with or into anothercompany, 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**

 

Inthe event that the two (2) conditions mentioned in Section 1 aboveare met, the Executive shall receive, in a lump sum, at the latest within ten (10) daysof the effective date of the termination of employment, the payment of theamounts mentioned in Section 6 of the Agreement.

 

Shouldthe Executive die before he has received the full payments, his estate shallreceive, immediately following his death, a cash amount equal to the unpaidbalance, less required statutory deductions.

 

Itis understood that the Executive will not be required to mitigate the amount ofany payment hereunder by seeking other employment or otherwise.

 

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**4.****                                      Release**

 

TheExecutive acknowledges that the full and complete execution of all obligationsundertaken by the Corporation and its successors under the Program, to theextent 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**

 

TheExecutive’s participation in the Program shall end immediately upon thetermination of his employment with the Corporation or one of its affiliates forany reason whatsoever. The Program is for an indefinite term commencing on thedate of this Agreement. Furthermore, the Corporation shall have the right priorto the occurrence of a Change of Control, in its sole discretion, to terminatethe Executive’s participation in the Program at the end of each twelve(12)-month period commencing on the date of this Agreement by sending him awritten notice of termination at least thirty (30) days prior to the firstanniversary date of this Agreement and of each anniversary date thereafter. Forexample, the Corporation would be entitled to exercise its discretion toterminate the Executive’s participation in the Program if, as of the date ofthe notice of termination, there has been during said twelve (12)-month perioda material reduction in the responsibilities of the Executive.

 

**6.****                                      Successors**

 

Theterms and conditions hereof shall bind the Corporation, its successors andassignees.

 

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**Schedule A**

 

***Exceptions to the definition of “BeneficialOwner” and “Beneficially Own” (Section 2 (A)(ii) of the Program)***

 

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

 

(A)                              as a result of such security having beendeposited or tendered pursuant to a take-over bid (as such term is defined inthe *Securities Act* (Ontario)) made by such Person orany of such Person’s affiliates or associates or any other Person actingjointly or in concert with such Person until such deposited or tenderedsecurity is taken up and paid for;

 

(B)                                as a result of entering into an agreement, including a lock-upagreement, pursuant to which it has been agreed that such security will bedeposited or tendered until such deposited or tendered security is taken up andpaid for;

 

(C)                              as a result of (a) such Person or any of the affiliates orassociates of such Person holding such security provided that the ordinarybusiness of any such Person (the “**Fund****Manager**”) includes the management of investment funds forothers and such security is held by the Fund Manager in the ordinary course ofsuch business in the performance of such Fund Manager’s duties for the accountof any other Person (a “**Client**”); (b) suchPerson (the “**Trust****Company**”)being licensed to carry on the business of a trust company under applicablelaws and, as such, acting as trustee or administrator or in a similar capacityin relation 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 by the Crown Agent in the ordinarycourse of the management of such investment funds; or (e) such Personbeing a Plan and such security being held by the Plan in the ordinary course ofsuch Plan’s activities; provided, however, that in any of the foregoing casesthe Fund Manager, the Trust Company, the Plan Administrator, the Crown Agent orthe Plan, as the case may be, is not then making or has not then announced acurrent intention to make a take-over bid (as such term is defined in the *Securities Act* (Ontario)), alone or by acting jointly or inconcert with any other Person, other than an offer to acquire the Voting Sharespursuant to a distribution by the Corporation or by means of markettransactions made in the ordinary course of business of such Person (includingpre-arranged trades entered into in the ordinary course of business of suchPerson) executed through the facilities of a stock exchange or organizedover-the-counter-market;

 

(D)                             because such Person is a Client of the same Fund Manager as anotherPerson on whose account the Fund Manager holds such security, or because suchPerson is an Estate Account or an Other Account of the same Trust Company asanother Person on whose account the Trust Company holds such security, orbecause such Person is a Plan with the same Plan Administrator as another Planon whose account the Plan Administrator holds such security;

 

(E)                               because such Person is a Client of a Fund Manager and such security isowned at law or in equity by the Fund Manager, or because such Person is anEstate Account or an Other Account of a Trust Company and such security isowned at law or in equity by the Trust Company, or because such Person is aPlan and such security is owned at law or in equity by the Plan Administrator;or

 

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(F)                               because such Person is the registered holder of securities as a resultof carrying on the business of, or acting as, a nominee of a securitiesdepositary.

 

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**Schedule B**

 

***Exceptions to the definition of “AcquiringPerson” (Section 2 (D)(i) of the Program)***

 

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

 

(i)                                     the Corporation or any corporation controlledby the Corporation;

 

#### (ii)                                  any Person whobecomes the beneficial owner of **fifty percent (50%)**or more of the outstanding Voting Shares as a result of one or any combinationof: (a) a Voting Share Reduction; (b) an Exempt Acquisition; or (c) aPro Rata Acquisition; provided, however, that if a Person shall become theBeneficial Owner of **fifty percent (50%)**or more of the outstanding Voting Shares by reason of one or any combination ofa Voting Share Reduction, an Exempt Acquisition or a Pro Rata Acquisition, andthereafter becomes the Beneficial Owner of an additional one percent of anyVoting Shares then outstanding (otherwise than pursuant to an additional VotingShare Reduction, Exempt Acquisition or Pro Rata Acquisition), then, as of thedate that such Person becomes a Beneficial Owner of such additional VotingShares, such Person shall become an “**Acquiring Person**”;or

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#### (iii)                               an underwriter ormember of a banking or selling group acting in such capacity that becomes theBeneficial Owner of **fifty percent (50%)**or more of the Voting Shares in connection with a distribution of securitiespursuant to an underwriting agreement with the Corporation;

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Forpurposes of the Program, the capitalized terms used herein shall have thefollowing meaning:

 

(a)                                “**Voting Share Reduction**”means an acquisition or redemption by the Corporation or any corporationcontrolled by the Corporation of Voting Shares which, by reducing the number ofVoting Shares outstanding, increases the percentage of Voting SharesBeneficially Owned by any Person to fifty percent (50%) or more of the VotingShares then outstanding;

 

(b)                               “**Exempt Acquisition**” means anacquisition whereby a Person became an Acquiring Person by inadvertence andwithout any intention to become, or knowledge that it would become, anAcquiring Person under this Program and, in the event that a waiver is grantedby the Board of Directors, such acquisition shall be deemed not to have occurredfor the purposes hereof. Any such waiver may only be given on the conditionthat such Person, within 10 days after the foregoing determination by the Boardof Directors or such later date as the Board of Directors may determine (the “DispositionDate”), has reduced its Beneficial Ownership of Voting Shares such that thePerson is no longer an Acquiring Person and such waiver shall only be effectiveif the reduction has occurred within such 10-day period; **[NTD: Toconsider whether such an event can ever occur]**

 

(c)                                “**Pro Rata Acquisition**”means an acquisition by a Person of Voting Shares pursuant to (i) anydividend reinvestment plan, such purchase plan or other plan of the Corporationmade available to all holders of Voting Shares (other than holders resident inany jurisdiction where participation in such plan is restricted or impracticalas a result of applicable law); (ii) a stock dividend, a stock split orother event pursuant to which such Person becomes the Beneficial Owner ofVoting Shares on the same pro rata basis as all other holders of Voting Sharesof the same class or series; (iii) the acquisition or exercise of rightsto purchase Voting Shares distributed to all holders of Voting Shares (otherthan holders resident in any jurisdiction where such distribution or exerciseis restricted or impractical as a result of applicable law) by the Corporationpursuant to a rights offering (but only if such rights are acquired directlyfrom the Corporation); or (iv) a distribution of Voting Shares orconvertible securities in respect thereof offered pursuant to a prospectus orby way of a private placement by the Corporation or a conversion or exchange ofany such convertible security, provided that such Person does not therebyacquire a greater percentage of Voting Shares or convertible securities sooffered than the Person’s percentage of Voting Shares Beneficially Owned immediatelyprior to such acquisition.

 

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