**Exhibit 4.4**

 

**AMENDMENT #1 TO THE SERVICE CONTRACT FOR MANAGINGDIRECTOR ENTERED INTO ON**

**SEPTEMBER 1****ST****, 2008**

 
| **BETWEEN:** | ** ** | **ÆTERNA  ZENTARIS GmbH**,  Weismüllerstraße 50, 60314 Frankfurt am Main     |
|--------------|------------|---------------------------------------------------------------------------------------------|
|         |       |                                                                                        |
|         |       | (hereinafter  referred to as the “**Company**”)                                   |
|         |       |                                                                                        |
| **AND:**     | ** ** | **PROF. JUERGEN  ENGEL**,  domiciled [civic address  redacted for privacy reasons], Alzenau |
|         |       |                                                                                        |
|         |       | (hereinafter  referred to as the “**Managing Director**”)                         |

 

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

 

**WHEREAS** theManaging Director has since been appointed President and Chief ExecutiveOfficer of the Company’s parent Company;

 

**AND WHEREAS**it has become appropriate to amend some provisions of the original ServiceContract in order 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 remuneration and any activity which normally entitles to remuneration,including any part time work, is subject to the explicit prior written consentof the Company. The Company may refuse to grant such consent without givingreasons therefore. The Company hereby already consents to the Managing Director’semployment agreement with Æterna Zentaris Inc. as its President and ChiefExecutive Officer and also to his secondary consulting activities for DegussaAG (now Evonik Degussa), Neryx Biopharmaceuticals and as a member of thescientific advisory board of GIG, as long as it is non-competitive with theCompany ́s business.

 

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 €312,000 as of September 1st, 2008 to be paidaccording to the Company’s standard payroll practice. The annual salary will berevised yearly to be effective on January 1st of each calendar year.

 

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

 

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5.3           By 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 nor shall he be entitled to any other salary orbonus from the parent Company.

 

3.             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 September 1st, 2008.

 
| **Æ****TERNA ZENTARIS GmbH** |   |
|-----------------------------------|--------|
|                              |   |
|                              |   |
|                              |   |
|                              |   |
| **Prof. Juergen Engel**           |   |
| ** **                        |   |
| ** **                        |   |
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