****Exhibit 99.1****

 

****Additional disclosures required pursuant to Form 40-Finstructions and the Nasdaq Marketplace Rules****

 

Disclosurecontrols and procedures

 

TheCompany maintains disclosure controls and procedures designed to providereasonable assurance of achieving the objective that information in its reportsunder the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded,processed, summarized and reported within the time periods specified andpursuant to the regulations of the Securities and Exchange Commission.Disclosure controls and procedures, as defined in Rule 13a-15(e) and15d-15(e) under the Exchange Act, include controls and procedures designedto ensure the information required to be disclosed by the Company in thereports we file or submit under the Exchange Act is accumulated andcommunicated to our Company’s management, including our Chief Executive Officerand Chief Financial Officer, as appropriate, to allow timely decisionsregarding required disclosure. It should be noted that our system of controls,however well designed and operated, can provide only reasonable, and notabsolute, assurance that the objectives of the system are met. As required bySEC Rule 13a-15(b), we carried out an evaluation, under the supervisionand with participation of our management including our Chief Executive Officerand Chief Financial Officer, of the effectiveness of the design and operationof our disclosure controls and procedures as of September 30, 2007, theend of the period covered by this report, and concluded that such disclosurecontrols and procedures are effective as of such date.

 

Internalcontrols

 

Duringthe period covered by this Form 40-F there were no changes in the Company’sinternal control over financial reporting identified in connection with theevaluation described above that occurred during the period covered by thisreport that have materially affected or are reasonably likely to materiallyaffect the Company’s internal control over financial reporting (as defined in Rules13a-15(f) and15d-14(f) under the Securities Exchange Act of 1934).

 

Codeof Ethics

 

TheCompany has adopted a Business Ethics and Conduct Code that applies to allemployees, including its Chief Executive Officer, principal financial officerand principal accounting officer. The full text of the Business Ethics andConduct Code is published on the Company’s web site at www.axcan.comunder the captions “corporate profile,” “corporate governance” and “policiesand practices.” In the event that the Company makes any amendments to orwaivers of a provision of the Business Ethics and Conduct Code applicable toits principal executive officer, principal financial officer or principalaccounting officer, the Company intends to disclose such amendments or waiversin its filings on Form 40-F. No waivers were granted during fiscal year2007. Information on the Company’s website does not form a part ofthis Form 40-F.

 

PrincipalAccountant Fees and Services

 

**Audit Fees.**Aggregate fees billed for professional services rendered by RaymondChabot Grant Thornton (“RCGT”) were $798,000 for the annual integrated audit ofthe Company’s financial statements and internal control over financialreporting and the review of the Company’s quarterly financial statements forfiscal year 2007 and $596,000 for the audit of the Company’s financialstatements and the review of the Company’s quarterly financial statements forfiscal year 2006.

 

**Audit-Related Fees.**The aggregate fees billed for audit-related services for the 2007 and2006 fiscal years were $9,000 and $298,000, respectively. The audit-relatedservices rendered by RCGT primarily consisted of consultation on acquisitionsand other business transactions, internal control advisory services outside ofthe scope of the audit and the issuance of consents and comfort letters.

 

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**Tax Fees**.The aggregate fees billed for tax services for our 2007 and 2006 fiscal yearswere $505,000 and $210,000, respectively. The tax services rendered by RCGTprimarily consisted of tax planning, assistance with the preparation of varioustax returns, tax services rendered in connection with acquisitions made by theCompany and tax advice on other related matters.

 

TheCompany’s Board of Directors has established an Audit Committee. During fiscalyear 2007, the Audit Committee was comprised of Louis Lacasse, Dr. ClaudeSauriol and Michael M. Tarnow. The Board has determined that Mr. Lacasseis an “audit committee financial expert” as defined under the rules of theSecurities and Exchange Commission and is independent of management of theCompany. The Company’s Audit Committee, or in the absence of the fullcommittee, the Chairman of the Audit Committee, pre-approves all engagements ofthe Company’s auditors for audit and permitted non-audit services. The AuditCommittee pre-approved the services described above for fiscal year 2007 andthe performance by its auditors of the following non-audit services for fiscalyear 2008: assistance with the preparation of registration statements and othersecurities commission filings, accounting and reporting research and certaintax-related services.

 

OffBalance Sheet Arrangements

 

TheCompany is not a party to any off-balance sheet arrangements that have, or arereasonably likely to have, a current or future material effect on the Company’sfinancial condition, revenues, expenses, results of operations, liquidity,capital expenditures or capital resources.

 

DisclosurePursuant to the Requirements of the Nasdaq Marketplace Rules

 

TheCompany was granted an exemption from the Nasdaq Marketplace Rules requiringeach issuer to provide for a quorum at any meeting of the holders of commonstock of no less than 33 1/3% of the outstanding shares of the issuer’s commonvoting stock. This exemption was granted because Nasdaq’s requirements regardingthe quorum required for meetings of the holders of common stock are contrary togenerally accepted business practices in Canada.

 

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