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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

|For the fiscal year ended: September 30, 2014 | Commission File Number: 000-30082
|--------------------------------------------- | ---------------------------------

MERUS LABS INTERNATIONAL INC.(Exact name of Registrant as specified in its charter)

|British Columbia, Canada           | 2834                         | Not Applicable     
|---------------------------------- | ---------------------------- | -------------------
|(Province or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer   
|Incorporation or Organization)     | Classification Code)         | Identification No.)

100 Wellington St. WestSuite 2110, P.O. Box 151Toronto, Ontario, Canada M5K 1H1( 416) 593-3725(Address and telephone number of Registrants principal executive
offices)

Corporation Service CompanySuite 400, 2711
Centerville RoadWilmington, Delaware 19808(800)
927-9800(Name, address (including zip code) and telephone number
(includingarea code) of agent for service in the United States)

Securities registered or to be registered pursuant to section
12(b) of the Act:

|Title Of Each Class         | Name Of Each Exchange On Which Registered
|--------------------------- | -----------------------------------------
|                            |                                          
|Common Shares, no par value | NASDAQ Capital Market                    

Securities registered or to be registered pursuant to Section
12(g) of the Act: None

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information
filed with this Form:

[X] Annual Information
Form                                                
 [X] Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the
Companys classes of capital or common stock as of the close of the period
covered by the annual report: 81,245,724 Common Shares as at September
30, 2014

Indicate by check mark whether the Company by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the Exchange Act). If yes is marked, indicate the file number
assigned to the Company in connection with such Rule. Yes [ 
 ]      No [X]

Indicate by check mark whether the Company (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]      No
[   ]

---

Indicate by check mark whether the Company has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the Company was required to submit and post such
files).Yes [   ]      No [  
]

1

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INTRODUCTORY INFORMATION

****     In
this annual report on Form 40-F (the Annual Report), references to the
Company or Merus mean Merus Labs International Inc. and its
subsidiaries, unless the context suggests otherwise.

**** Merus
is a Canadian issuer eligible to file its annual report pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the Exchange Act)
on Form 40-F pursuant to the multi-jurisdictional disclosure system (the
MJDS) adopted by the United States Securities and Exchange Commission
(the SEC) . The equity securities of the Company are further exempt
from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to
Rule 3a12-3 of the Exchange Act.

ANNUAL INFORMATION FORM, AUDITED FINANCIAL STATEMENTS AND
MD&A

****The following documents of the Company are filed and incorporated by
reference into this Annual Report:

Document
    Exhibit No.Annual Information Form of the Company for the year ended
      September 30, 2014 (the AIF)
    99.1Audited financial statements of the Company for the years
      ended September 30, 2014, 2013 and 2012, including the reports of
      independent registered public accounting firms with respect thereto
    99.2Managements Discussion and Analysis of the Company for
      the year ended September 30, 2014 (the MD&A)
    99.3


FORWARD-LOOKING STATEMENTS

****    This
Annual Report includes or incorporates by reference certain statements that
constitute forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995. These statements appear
in a number of places in this Annual Report and documents incorporated by
reference herein and include statements regarding the Companys intent, belief
or current expectation and that of the Companys officers and directors. These
forward-looking statements involve known and unknown risks and uncertainties
that may cause the Companys actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. When used in this
Annual Report or in documents incorporated by reference in this Annual Report,
words such as believe, anticipate, estimate, project, intend,
expect, may, will, plan, should, would, contemplate, possible,
attempts, seeks and similar expressions are intended to identify these
forward-looking statements. These forward-looking statements are based on
various factors and were derived utilizing numerous assumptions that could cause
the Companys actual results to differ materially from those in the
forward-looking statements. Accordingly, readers are cautioned not to put undue
reliance on these forward-looking statements.

****Forward-looking statements include, among others, statements regarding:

- our expectations regarding sales from our existing products, including our
  sales forecasts;
- our ability to acquire new products;
- our expectations regarding it ability to raise capital, including our
  ability to secure the financing necessary to enable us to acquire new
  products;

2

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- our expectations regarding sales from products that we acquire or license;
- our expectations regarding the pricing of our products;
- our forecasts regarding our operating expenditures, including general and
  administrative expenses,
- our expectations regarding the development of our target markets;
- our expectations regarding government regulations of our products and any
  new products that we acquire;
- our expectations regarding currency exchange rates;
- our expectations regarding income taxes;
- our plans, objectives and targets for future revenue growth and operating
  performance;
- our plans and objectives regarding new products that it may acquire; and
- our forecast business results and anticipated financial performance.

****    The
above forward-looking information is necessarily based upon a number of factors
and assumptions that, while considered reasonable by the Company as of the date
of such statements, are inherently subject to significant business, economic and
competitive uncertainties and contingencies. Key assumptions upon which the
Companys forward-looking statements are based include the following:

- no unforeseen changes in the legislative and operating framework for the
  business of the Company;
- no unforeseen changes in the prices for our products in markets where
  prices are regulated;
- a stable competitive environment; and
- no significant event occurring outside the ordinary course of business such
  as a natural disaster or other calamity.

****     No
assurance can be given that these assumptions will prove to be correct. These
assumptions should be considered carefully by readers. Readers are cautioned not
to place undue reliance on the forward-looking information and statements or the
assumptions on which the Companys forward-looking information and statements
are based.

****  Forward-looking
information is subject to a variety of risks and uncertainties which could cause
actual events or results to differ from those reflected in the forward-looking
statements. Such risks include, but are not limited to:

- the specific risks set forth in the AIF and the MD&A;
- the acceptance and pricing of our products by regulatory and reimbursement
  agencies in various territories including Canada and Europe and inclusion on
  drug benefit formularies, hospital formularies and acceptance by pharmacies,
  physicians and patients in the marketplace;
- our ability to successfully market and sell our products;
- our ability to increase sales of our existing products;

3

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- our ability to acquire new products and, upon acquisition, to successfully
  market and sell new products that are acquired;
- our ability to achieve the financing necessary to complete the acquisitions
  to new products;
- unanticipated cash requirements to support current operations, to expand
  our business or for capital expenditures;
- our ability to successfully challenge the Apotex notice of allegation with
  respect to the Companys Enablex product;
- core patent protection for Merus initial portfolio has expired or will
  expire in the future, which could result in significant competition from
  generic products resulting in a significant reduction in sales;
- delays or setbacks with respect to governmental approvals, or manufacturing
  or commercial activities;
- our ability to service existing debt;
- the timing and unpredictability of regulatory actions;
- the patient health, legal, and commercial risks associated with patient
  adverse events or side effects resulting from the use of our products;
- the ability to source, develop and commercialize new products effectively;
- unanticipated cash requirements to support current operations, to expand
  our business or for capital expenditures;
- the inability to adequately protect our key intellectual property rights;
- the inability to make royalty payments as they become due;
- the loss of key management or scientific personnel;
- the activities of our competitors and specifically the commercialization of
  innovative or generic products that compete in the same category as our
  products;
- regulatory, legal or other setbacks with respect to our operations or
  business;
- market conditions in the capital markets and the biopharmaceutical industry
  that make raising capital or consummating acquisitions difficult, expensive or
  both;
- enactment of new government laws, regulations, court decisions, regulatory
  interpretations or other initiatives that are adverse to the Company or our
  interests;
- the risk that the Company is not able to arrange sufficient, cost-effective
  financing to repay maturing debt and to fund expenditures, future operational
  activities and acquisitions, and other obligations; and
- the risks associated with legislative and regulatory developments that may
  affect costs, revenues, the speed and degree of competition entering the
  market, global capital markets activity and general economic conditions in
  geographic areas where the Company operates.

****   Should
one or more of these risks and uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described in forward-looking statements.

4

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****  Investors
are advised to carefully review and consider the risk factors identified in the
AIF under the heading Risk Factors and in the MD&A for a discussion
of the factors that could cause the Companys actual results, performance and
achievements to be materially different from any anticipated future results,
performance or achievements expressed or implied by the forward-looking
statements. Readers are further cautioned that the foregoing list of assumptions
and risk factors is not exhaustive and it is recommended that prospective
investors consult the more complete discussion of the Companys business,
financial condition and prospects that is included in the AIF and the MD&A.
Although the Company believes that the assumptions on which the forward-looking
statements are made are reasonable, based on the information available to the
Company on the date such statements were made, no assurances can be given as to
whether these assumptions will prove to be correct. Accordingly, readers should
not place undue reliance on forward-looking information. The forward-looking
information and statements contained in this AIF and the MD&A are made as of
the date thereof and, accordingly, are subject to change after such date. The
Company does not undertake to update any forward-looking information, except as,
and to the extent, required by applicable securities laws, including applicable
United States federal securities laws. The forward-looking statements contained
herein are expressly qualified by this cautionary statement.

NOTE TO UNITED STATES READERS REGARDING
DIFFERENCESBETWEEN UNITED STATES AND CANADIAN REPORTING PRACTICES

International Financial Reporting Standards

****   The
Company is permitted under the MJDS to prepare this Annual Report in accordance
with Canadian disclosure requirements, which are different from those of the
United States. The Company has prepared its financial statements, which are
filed with this Annual Report, in accordance with International Financial
Reporting Standards, as issued by the International Accounting Standards Board
(IFRS). Accordingly, the Companys financial statements are not
comparable to financial statements of United States companies.

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

****     Disclosure
controls and procedures are defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange Act to mean controls and other procedures of an issuer that are
designed to ensure that information required to be disclosed by the issuer in
the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SECs rules and forms and includes, without limitation, controls and procedures
designed to ensure that such information is accumulated and communicated to the
issuers management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.

Managements Evaluation of Disclosure Controls and
Procedures

****  At
the end of the period covered by this annual report on Form 40-F, being the
fiscal year ended September 30, 2014, an evaluation was carried out under the
supervision of and with the participation of the Companys management, including
the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO), of the effectiveness of the design and operations of the
Companys disclosure controls and procedures (as defined in Rule Rule 13a-15(e)
and 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and the
CFO have concluded that, as of the end of the period covered by this Annual
Report, the Companys disclosure controls and procedures were effective to give
reasonable assurance that the information required to be disclosed by the
Company in reports that it files or submits to the SEC under the Exchange Act
is:

| |  | recorded, processed, summarized and reported within the
      time periods specified in the SECs rules and forms, and                                         
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                
| |  | accumulated and communicated to our management, including
      our CEO and CFO, as appropriate, to allow timely decisions regarding
      required disclosure.

5

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INTERNAL CONTROL OVER FINANCIAL REPORTING

Internal Control over Financial Reporting

****    The
Company is required under the Exchange Act to maintain internal control over
financial reporting. Internal control over financial reporting is defined in
Rule 13a-15(f) and 15d-15(f) of the Exchange Act as a process designed by, or
under the supervision of, the issuers principal executive and principal
financial officers and effected by the Companys board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:

- pertain to the maintenance of records that, in reasonable detail,
  accurately and fairly reflect the transactions and dispositions of the assets
  of the Company;
- provide reasonable assurance that transactions are recorded as necessary to
  permit preparation of financial statements in accordance with generally
  accepted accounting principles, and that receipts and expenditures of the
  Company are being made only in accordance with authorizations of management
  and directors of the Company; and
- provide reasonable assurance regarding prevention or timely detection of
  unauthorized acquisition, use or disposition of the Companys assets that may
  have a material effect on the financial statements.

****     Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness of internal control over financial reporting to future periods are
subject to risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Managements Assessment of Effectiveness of Internal Control
Over Financial Reporting

****    With
the participation of the CEO and CFO, management carried out an evaluation of
the Companys internal control over financial reporting as at September 30,
2014. In making this evaluation, the Companys management used the criteria
established in Internal Control-Integrated Framework (1992) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
upon this evaluation, management concluded that the Companys internal control
over financial reporting was effective as at September 30, 2014.

Auditors Attestation Report

****   This
Company is not required to include an auditor attestation report on the
Companys internal control over financial reporting.

Changes in Internal Control over Financial Reporting

****     During
the year ended September 30, 2014, there were no changes in the Companys
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Companys internal control over
financial reporting.

****  The
Companys management, including the CEO and CFO, does not expect that its
disclosure controls and procedures or internal controls and procedures will
prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

6

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NOTICES PURSUANT TO REGULATION BTR

**** The
Company did not send any notices required by Rule 104 of Regulation BTR during
the year ended September 30, 2014 concerning any equity security subject to a
blackout period under Rule 101 of Regulation BTR.

CORPORATE GOVERNANCE

****The Companys Board of Directors (the Board of Directors) is
responsible for the Companys Corporate Governance policies and has separately
designated the following committees:

- Audit Committee, as required by Rule 5605(c) of the NASDAQ Listing Rules
- Compensation Committee, as required by Rule 5605(d) of the NASDAQ Listing
  Rules, and
- Nominating and Corporate Governance Committee, as required by Rule 5605(e)
  of the NASDAQ Listing Rules.

****     The
Board of Directors has determined that all the members of the Audit Committee,
the Compensation Committee and the Nominating and Corporate Governance Committee
are independent, based on the criteria for independence prescribed by Rule 5605
of the NASDAQ Listing Rules.

Audit Committee

Composition of the Audit Committee

****    The
Company's Board of Directors has a separately designated standing Audit
Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act
and Rule 5605(c) of the NASDAQ Listing Rules. The Company's Audit Committee is
comprised of three directors that the Board of Directors have determined are
independent as determined under each of Rule 10A-3 of the Exchange Act and Rules
5605(a)(2) and 5605(c)(2) of the NASDAQ Listing Rules:

- David Guebert (Chair),
- Timothy Sorensen, and
- Michael Cloutier.

****  All
three members of the Audit Committee are financially literate, meaning they are
able to read and understand the Company's financial statements and to understand
the breadth and level of complexity of the issues that can reasonably be
expected to be raised by the Company's financial statements. The Audit Committee
meets the composition requirements set forth by Rule 5605(c)(2) of the NASDAQ
Listing Rules.

Audit Committee Charter

****   The
full text of the Charter for the Audit Committee is attached as Schedule A to
the Company's AIF, which is filed as Exhibit 99.1 to this Annual Report

7

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Audit Committee Financial Expert

****   The
Companys Board of Directors has determined that David Guebert, chairman of the
Audit Committee, is an audit committee financial expert (as that term is defined
in Item 407 of Regulation S-K under the Exchange Act).

Compensation Committee

****The Compensation Committee is comprised of three independent
directors:

- Robert Pollock (chair),
- Timothy Sorensen, and
- David Guebert.

Nominating and Corporate Governance Committee

****The Nominating and Corporate Governance Committee is comprised of three
independent directors:

- Timothy Sorenson (chair),
- Robert Pollock, and
- David Guebert.

CODE OF ETHICS

Adoption of Code of Ethics

****   The
Company has adopted a Code of Business Conduct (the Code of Business
Conduct) for all its directors, executive officers and employees in
accordance with Rule 5610 of the NASDAQ Listing Rules. The Code of Business
Conduct meets the requirements for a code of ethics within the meaning of that
term in Form 40-F. The text of the Code of Business Conduct is posted on the
Company's website at www.meruslabs.com.

Amendments or Waivers

****     During
the fiscal year ended September 30, 2014, the Company did not substantively
amend, waive or implicitly waive any provision of the Code of Business Conduct
with respect to any of the directors, executive officers or employees subject to
it.

****    To
the extent that the Company's board or a board committee determines to grant any
waiver of the Code of Business Conduct for an executive officer or director,
Rule 5610 of the NASDAQ Listing Rules requires that the waiver must be disclosed
to shareholders within four business days of such determination.

8

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees

****     The
following table shows the aggregate fees billed to the Company by (i) Deloitte
LLP, the Companys former independent registered public accounting firm, and
(ii) MNP LLP, the Companys current independent registered public accounting
firm, in each of the last two years:

|                       |   | Year Ended September 30 | 
|---------------------- | - | ----------------------- | 
|                       |   | 2013(5)                 | 
|                       |   |                         | 
|Audit Fees (1)         | $ | 270,000                 | 
|                       |   |                         | 
|Audit Related Fees (2) |   | 18,000                  | 
|                       |   |                         | 
|Tax Fees (3)           |   | 69,000                  | 
|                       |   |                         | 
|All Other Fees (4)     |   | 40,000                  | 
|                       |   |                         | 
|Total                  | $ | 399,000                 | 

| | (1) | Audit fees represent the aggregate fees billed for each
      of the last two fiscal years for professional services rendered by the
      principal accountant for the audit of the Companys annual financial
      statements or services that are normally provided by the accountant in
      connection with statutory and regulatory filings or engagements for those
      fiscal years.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                 
| | (2) | Audit related fees represent the aggregate fees billed in
      each of the last two fiscal years for assurance and related services by
      the principal accountant that are reasonably related to the performance of
      the audit or review of the Companys financial statements and are not
      reported under Audit Fees above                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                 
| | (3) | Tax fees represent the aggregate fees billed in each of
      the last two fiscal years for professional services rendered by the
      principal accountant for tax compliance, tax advice, and tax
    planning.                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                 
| | (4) | Other fees in 2013 and 2014 related to review of
      prospectus filing and consulting fees related to internal controls over
      financial reporting.                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                 
| | (5) | All amounts in Canadian dollars.                                                                                                                                                                                                                                                                                                                                                                

Pre-Approval of Audit and Non-Audit Services Provided by
Independent Auditors

****     The
Audit Committee pre-approves all audit services to be provided to the Company by
its independent auditors. Non-audit services that are prohibited to be provided
to the Company by its independent auditors may not be pre-approved. In addition,
prior to the granting of any pre-approval, the Audit Committee must be satisfied
that the performance of the services in question will not compromise the
independence of the independent auditors. All non-audit services performed by
the Companys auditor for the fiscal year ended September 30, 2014 were
pre-approved by the Audit Committee of the Company. No non-audit services were
approved pursuant to the de minimis exemption to the pre-approval
requirement.

OFF-BALANCE SHEET ARRANGEMENTS

****   The
Company has not entered into any off-balance sheet arrangements, as defined in
General Instruction B(11) to Form 40-F, that have or are reasonably likely to
have a current or future effect on the Companys financial condition, changes in financial condition, revenues, expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.

9

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CONTRACTUAL OBLIGATIONS

****     The
following table presents information with respect to the Companys known
contractual obligations as at September 30, 2014:

Less
      than one
    
    
    1-3
    
    
    
    
    
    More
      than 5Total
    
    
    year
    
    
    Years
    
    
    3 to 5 years
    
    
    years($000s)
    
    
    ($000s)
    
    
    ($000s)
    
    
    ($000s)
    
    
    ($000s)Long term debt
    
    80,000
    
    
    16,000
    
    
    32,000
    
    
    32,000
    
    
    -Lease obligations
    
    351
    
    
    114
    
    
    211
    
    
    26
    
    
    -Total
    
    80,351
    
    
    16,114
    
    
    32,211
    
    
    32,026
    
    
    -


NASDAQ CORPORATE GOVERNANCE

****   The
Company's common shares are listed on the NASDAQ Capital Market. Section
5615(a)(3) of the NASDAQ Listing Rules permits foreign private issuers to follow
home country practices in lieu of certain provisions of the NASDAQ Listing
Rules. A foreign private issuer that follows home country practices in lieu of
certain provisions of the NASDAQ Listing Rules must disclose any significant
ways in which its corporate governance practices differ from those followed by
domestic companies either on its website or in the annual report that it
distributes to shareholders in the United States. A description of the
significant ways in which the Company's governance practices differ from those
followed by domestic companies pursuant to NASDAQ listing standards is provided
below.

- The Company has elected to follow Canadian practices regarding determining
  whether shareholder approval is required for a particular offering in lieu of
  the requirements of Listing Rule 5600 with the exception that those rules
  which are required to be followed pursuant to the provisions of Rule
  5615(a)(3). The Companys practices regarding determining whether shareholder
  approval is required for a particular offering are not prohibited by Canadian
  law.
- Rule 5620(c) of the NASDAQ Listing Rules requires that the quorum for
  meetings of shareholders of a listed company be not less than 33 1/3% of the
  issued and outstanding shares entitled to vote at a meeting of shareholders.
  The Companys articles provide that a quorum for the transaction of business
  at a shareholder meeting is two people who are, or who represent by proxy,
  shareholders who, in the aggregate, hold at least 5% of the outstanding shares
  of the Company carrying voting rights at the meeting. The Companys practices
  regarding the quorum requirement for meetings of shareholders are not
  prohibited by Canadian law.

****    In
addition, the Company may from time-to-time seek relief from NASDAQ corporate
governance requirements on specific transactions under Section 5615(a)(3) of the
NASDAQ Listing Rules, in which case, the Company shall make the disclosure of
such transactions available on its website at www.meruslabs.com. Information
contained on the Company's website is not part of this annual report on Form
40-F.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Undertaking

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****     The
Company undertakes to make available, in person or by telephone, representatives
to respond to inquiries made by the Commission staff, and to furnish promptly,
when requested to do so by the Commission staff, information relating to:

- the securities registered pursuant to Form 40-F;
- the securities in relation to which the obligation to file an annual report
  on Form 40-F arises; or
- transactions in said securities.

Consent to Service of Process

****  Concurrently
with the filing of this Annual Report on Form 40-F with the SEC, the Company has
filed an Appointment of Agent for Service of Process and Undertaking on Form F-X
signed by the Company and its agent for service of process with respect to the
class of securities in relation to which the obligation to file this Annual
Report on Form 40-F arises.

****   Any
change to the name or address of the Companys agent for service shall be
communicated promptly to the Commission by amendment to Form F-X referencing the
file number of the Company.

11

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SIGNATURES

****    Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual
report to be signed on its behalf by the undersigned, thereto duly
authorized.

|Date: December 22, 2014 | MERUS LABS INTERNATIONAL INC.
|----------------------- | -----------------------------



| | By: | /s/ Barry Fishman                          
| | --- | -------------------------------------------
| |     |                                            
| |     | Barry Fishman                              
| |     | President and Chief Executive
      Officer

12

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EXHIBIT INDEX

|Exhibit Number      | Exhibit Description                                                                                                                                                                                                                         
|------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                                                                                                                                             
|Principal Documents |                                                                                                                                                                                                                                             
|                    |                                                                                                                                                                                                                                             
|99.1                | Annual Information Form of the Company for the year ended
  September 30, 2014 (1)                                                                                                                                                          
|                    |                                                                                                                                                                                                                                             
|99.2                | Audited financial statements of the Company and the notes
      thereto for the fiscal years ended September 30, 2014, 2013 and 2012
      together with the reports of the independent registered public accounting
      firms thereon (1)
|                    |                                                                                                                                                                                                                                             
|99.3                | Managements Discussion and Analysis of the Company for
      the year ended September 30, 2014 (1)                                                                                                                                         
|                    |                                                                                                                                                                                                                                             
|Certifications      |                                                                                                                                                                                                                                             
|                    |                                                                                                                                                                                                                                             
|99.4                | Certification of Chief Executive Officer pursuant to Rule
      13a-14(a) of the Exchange Act (1)                                                                                                                                           
|                    |                                                                                                                                                                                                                                             
|99.5                | Certification of Chief Financial Officer pursuant to Rule
      13a-14(a) of the Exchange Act (1)                                                                                                                                           
|                    |                                                                                                                                                                                                                                             
|99.6                | Certification of Chief Executive Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)                                    
|                    |                                                                                                                                                                                                                                             
|99.7                | Certification of Chief Financial Officer pursuant to Rule
      13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)                                    
|                    |                                                                                                                                                                                                                                             
|Consents            |                                                                                                                                                                                                                                             
|                    |                                                                                                                                                                                                                                             
|99.8                | Consent of Deloitte LLP dated December 22, 2014
      (1)                                                                                                                                                                                   
|                    |                                                                                                                                                                                                                                             
|99.9                | Consent of MNP LLP dated December 22, 2014 (1)                                                                                                                                                                                              

| | (1) | Filed as an Exhibit to this Annual Report to Form
    40-F
| | --- | ----------------------------------------------------------

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