**Exhibit99.7**

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**CODE OF ETHICAL CONDUCT**

Æterna Zentaris Inc. (“Æterna Zentaris”) and all of the directors,officers and employees of Æterna Zentaris and its subsidiaries (collectivelywith Æterna Zentaris, the “Company”) are committed to preserving the reputationof the Company for integrity and excellence and conducting the businesses andactivities of the Company honestly and ethically and in compliance withapplicable laws, rules and regulations.

Accordingly, the Board of Directors of Æterna Zentaris has adopted thisCode of Ethical Conduct, which applies to all directors, officers and employeesof the Company and its subsidiaries, including, but not limited to, ÆternaZentaris’ principal executive officer, principal financial officer, principalaccounting officer or controller and persons performing similar functions. ThisCode of Ethical Conduct is intended to meet the requirements for a code ofethics under the Sarbanes-Oxley Act of 2002 (and the related regulationsadopted by the Securities and Exchange Commission) and the applicableMarketplace Rules of The Nasdaq Stock Market, Inc.

This Code of Ethical Conduct does not summarize all of the Company’spolicies. You must also comply with the Company’s other policies which are setforth elsewhere. In addition, this Code of Ethical Conduct reflects generalprinciples of conduct and does not anticipate or cover in detail every topic orsituation. If you have a question about anything covered in this Code ofEthical Conduct or if you are unsure about whether some action would beconsistent with this Code of Ethical Conduct, you agree to ask the Head ofLegal Affairs of Zentaris GmbH or the Corporate Secretary of Æterna Zentaris(the “Compliance Officer”). Similarly, if you should encounter a situation inwhich you are unsure what to do, you agree to tell the Head of Legal Affairs ofZentaris GmbH 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 actethically, honestly and with integrity includes avoiding actual or apparentconflicts of interest between your personal, private interests and theinterests of the Company, including using your position to receive improperpersonal benefits. This obligation applies to both business relationships andpersonal activities. A “conflict of interest” exists whenever your interests(financial or otherwise) interfere or conflict in any way (or even appear tointerfere or conflict) with the Company’s interests. A conflict of interest canarise when you take actions or have interests that may make it difficult toperform your work for the Company objectively and effectively. Conflicts ofinterest may also arise when you, or members of your family, receive improperpersonal benefits as a result of your position with the Company, regardless offrom where those benefits are received.

You also owe the Company a duty to advance its legitimate interests whenthe opportunity to do so arises. You are prohibited from (i) taking foryourself personally opportunities that properly belong to the Company or arediscovered through the use of the Company’s resources, property, information oryour position with the Company; (ii) using corporate property, information(confidential or otherwise) or position for personal gain; or (iii) competingwith the Company. You should conduct your personal affairs so that there can beno unfavorable reflection on the Company, either express or implied.

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***Compliance with Laws, Rules and Regulations***

In performing your duties on behalf of the Company, you must comply withall applicable governmental laws, rules and regulations, as well as the rulesand regulations of any stock exchanges and quotation systems on which ÆternaZentaris’ securities are listed.

***Public Disclosure - Confidentiality of Non-PublicInformation***

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

Consequently, the Company’s books, business records, accounts andfinancial statements must be maintained in reasonable detail, must appropriatelyreflect the Company’s transactions and must conform both to applicable legaland regulatory requirements, including, if applicable, maintaining thefinancial and accounting records in accordance with generally acceptedaccounting principles, and to the Company’s system of internal controls.Unrecorded or “off the books” funds or assets should not be maintained unlesspermitted by applicable law or regulation.

In addition, all employees, officers and directors of the Company areexpected to comply with the Company’s disclosure controls and procedures toensure 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 youreport to management is accurate and honest, and you must fully and accuratelycomply with all audits, requests for special record keeping or retention ofdocuments, documents or other material from or on behalf of the Company’s auditorsor the Company’s management.

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

**Compliance with this Code of Ethical Conduct**

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

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

**Duty to Report Violations of this Code of Ethical Conduct - NoRetaliation**

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

All inquiries will be transmitted to the Chair of the Audit Committeeand handled promptly and discreetly. Anonymity and confidentiality will bemaintained insofar as is possible. The Company employees will not be penalized,dismissed, demoted or suspended and no retaliatory action will be taken againstthem for 

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reporting or inquiring in good faith about potential breaches of theCode 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 theCompliance Officer or the Subsidiaries Legal Department, are available onÆterna Zentaris’ Web site at www.aeternazentaris.com under sectionInvestors/Governance.

**Disciplinary Actions**

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

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

In addition, violations of this Code of Ethical Conduct may alsoconstitute violations of law and may result in civil and criminal penalties foryou, 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 EthicalConduct for a director, officer or employee of the Company must be in writingand addressed to the Compliance Officer. The Board of Directors of ÆternaZentaris must approve any waiver with respect to this Code of Ethical Conductthat involves a director or an executive officer of Æterna Zentaris. Waivers ofany provision of this Code of Ethical Conduct for an officer or employee of theCompany (other than a person who is a director or executive officer of ÆternaZentaris) may be made by the Compliance Officer.

Æterna Zentaris is required to publicly disclose any waivers granted toa director or executive officer of Æterna Zentaris, along with the reasons forsuch waivers, in accordance with the provisions of the Securities Exchange Actof 1934, as amended, and the relevant rules, if any, of any stock exchanges andquotation 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 amendthis Code of Ethical Conduct. When there are material changes, the Company willprovide each director, officer and employee of the Company with an updated copyof the Code of Ethical Conduct.

Adopted and approved by the Board of Directors on March 29, 2004 andamended by the Board of Directors on November 3, 2004, December 13, 2005 andMarch 2, 2007

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