**Exhibit
      99.1**




**Additional
        disclosures required pursuant to Form 40-F instructions and the Nasdaq
        Marketplace Rules**
  Disclosure
        controls and procedures
  The
        Company maintains disclosure controls and procedures designed to provide
        reasonable assurance of achieving the objective that information in its reports
        under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded,
        processed, summarized and reported within the time periods specified and
        pursuant to the regulations of the Securities and Exchange Commission.
        Disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e)
        under the Exchange Act, include controls and procedures designed to ensure
        the
        information required to be disclosed by the Company in the reports we file
        or
        submit under the Exchange Act is accumulated and communicated to our Company’s
        management, including our Chief Executive Officer and Chief Financial Officer,
        as appropriate, to allow timely decisions regarding required disclosure.
        It
        should be noted that our system of controls, however well designed and operated,
        can provide only reasonable, and not absolute, assurance that the objectives
        of
        the system are met. As required by SEC Rule 13a-15(b), we carried out an
        evaluation, under the supervision and with participation of our management
        including our Chief Executive Officer and Chief Financial Officer, of the
        effectiveness of the design and operation of our disclosure controls and
        procedures as of September 30, 2006, the end of the period covered by this
        report, and concluded that such disclosure controls and procedures are effective
        as of such date.
  Internal
        controls
  During
        the period covered by this Form 40-F there were no changes in the Company’s
        internal control over financial reporting identified in connection with the
        evaluation described above that occurred during the period covered by this
        report that have materially affected or are reasonably likely to materially
        affect the Company’s internal control over financial reporting (as defined in
        Rules13a-15(f) and 15d-14(f) under the Securities Exchange Act of 1934).
  Code
        of
        Ethics
 
 The
        Company has adopted a Business Ethics and Conduct Code that applies to all
        employees, including its Chief E xecutive
        Officer, principal financial officer and principal accounting officer. The
        full
        text of the Business
        Ethics and Conduct Code is
        published on the Company’s web site at www.axcan.com under
        the captions “corporate profile,” “corporate governance” and “policies and
        practices.” In the event that the Company makes any amendments to or waivers of
        a provision of the Business
        Ethics and Conduct Code applicable
        to its principal executive officer, principal financial officer or principal
        accounting officer, the Company intends to disclose such amendments or waivers
        in its filings on Form 40-F. No waivers were granted during fiscal year 2006.
        Information on the Company’s website does not form a part of this Form 40-F.
 
 Principal
        Accountant Fees and Services
  *Audit
        Fees.* Aggregate
        fees billed for fiscal years 2006 and 2005 for professional services rendered
        by
        Raymond Chabot Grant Thornton (“RCGT”) for the annual audit of the Company’s
        financial statements and the review of the Company’s quarterly financial
        statements were $596,000 and $358,000, respectively.
  *Audit-Related
        Fees* *.* The
        aggregate fees billed for audit-related services for the 2006 and 2005 fiscal
        years were $298,000 and $40,000, respectively. The audit-related services
        rendered by RCGT primarily consisted of due diligence and consultation on
        acquisitions and other business transactions, internal control advisory services
        outside of the scope of the audit and the issuance of consents and comfort
        letters.
  *Tax
        Fees* .
        The
        aggregate fees billed for tax services for our 2006 and 2005 fiscal years
        were
        $210,000 and $174,000, respectively. The tax services rendered by RCGT primarily
        consisted of tax planning, assistance
        with the preparation of various tax returns, tax services rendered in connection
        with acquisitions made by the Company and tax advice on other related
        matters.




*All
      Other Fees* . All
      other
      fees for the 2006 and 2005 fiscal years were $0 and $2,000, respectively. The
      services rendered in fiscal 2005 consisted principally of management consulting
      services that did not involve any of the services that an audit firm is
      precluded from performing for an issuer whose financial statements it audits
      as
      stated in applicable Canadian and U.S. legislation.




The
      Company’s Board of Directors has established an Audit Committee. During fiscal
      year 2006, the Audit Committee was comprised of
      Louis
      Lacasse , Dr.
      Claude Sauriol and Michael M. Tarnow. The
      Board
      has determined that Mr. Lacasse is an “audit committee financial expert” as
      defined under the rules of the Securities and Exchange Commission and is
      independent of management of the Company. The Company’s Audit Committee, or in
      the absence of the full committee, the Chairman of the Audit Committee,
      pre-approves all engagements of the Company’s auditors for audit and permitted
      non-audit services. The Audit Committee pre-approved the services described
      above for fiscal year 2006 and the performance by its auditors of the following
      non-audit services for fiscal year 2007: assistance with the preparation of
      registration statements and other securities commission filings, accounting
      and
      reporting research and certain tax-related services.




Off
      Balance Sheet Arrangements




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




Disclosure
      Pursuant to the Requirements of the Nasdaq Marketplace Rules




The
      Company was granted an exemption from the Nasdaq Marketplace Rules requiring
      each issuer to provide for a quorum at any meeting of the holders of common
      stock of no less than 33 1/3% of the outstanding shares of the issuer's common
      voting stock. This exemption was granted because Nasdaq's requirements regarding
      the quorum required for meetings of the holders of common stock are contrary
      to
      generally accepted business practices in Canada.




Disclosure
        Pursuant to Instruction 3T of General Instruction B.6 of Form 40-F.
 This
        annual report does not include an attestation report of the Company's registered
        public accounting firm regarding internal control over Financial reporting.
        Management's report was not subject to attestation by the Company's registered
        public accounting firm pursuant to temporary rules of the Security and Exchange
        Commission that permit the Company to provide only management's report in
        this
        annual report.