**Exhibit 99.1****VIRBAC CORPORATION****AUDIT COMMITTEE CHARTER**     The Audit Committee (the “Committee”) of Virbac Corporation (the “Corporation”) is responsiblefor providing assistance to the Board of Directors in overseeing (i) the integrity of the financialstatements of the Corporation, (ii) the independent auditor’s qualifications and independence,(iii) the performance of the Corporation’s independent auditors, and (iv) the compliance by theCorporation with legal and regulatory requirements.**Organization of the Audit Committee**     The Committee shall consist of three or more directors as may be fixed from time to time bythe Board of Directors, each of whom, in the judgment of the Board, shall be independent inaccordance with NASDAQ listing standards and applicable regulations of the Securities and ExchangeCommission (“SEC”). Each member shall, in the judgment of the Board, have the ability to read andunderstand the Corporation’s basic financial statements. At least one member of the Committeeshall, in the judgment of the Board, be an “audit committee financial expert” in accordance withthe rules and regulations of the SEC, and at least one member (who may also serve as the auditcommittee financial expert) shall, in the judgment of the Board, have accounting or relatedfinancial management expertise in accordance with NASDAQ listing standards. Members of theCommittee may not have participated in the preparation of the Corporation’s financial statements.     Committee members and the Committee’s Chairman shall be appointed by the Board. The Board mayremove a member from the Committee anytime with or without cause, and may fill any vacancy createdon the Committee.**Statement of Policy**     The primary responsibility of the Committee is to oversee the Corporation’s accounting andconsolidated financial reporting process on behalf of the Board and report the results of itsactivities to the Board. While the Committee has the responsibilities and powers set forth in thisCharter, it is not the duty of the Committee to plan or conduct audits or to determine that theCorporation’s consolidated financial statements are complete and accurate and in accordance withgenerally accepted accounting principles. This is the responsibility of management and theindependent auditor, for which the auditor is ultimately accountable to the Committee.
 

 
**Meetings**     The Committee will meet prior to each quarterly earnings release and prior to the filing ofeach Annual Report on Form 10-K and Quarterly Report on Form 10-Q, or more frequently ascircumstances dictate. A majority of the members of the Committee will constitute a quorum for thetransaction of business. Committee meetings may be held telephonically. Written minutes shall beprepared by the Committee for all meetings.**Responsibilities**     The Committee shall establish and maintain free and open communication between the directors,the independent accountants and the financial management of the Corporation. The Committee shall:     1. Select and retain (subject to approval by the Corporation’s stockholders), oversee, andterminate when appropriate, the independent auditor; set the independent auditor’s compensation;and pre-approve all audit services to be provided by the independent auditor.     2. Pre-approve all permitted non-audit services to be performed by the independent auditor,using the procedure specified in Supplement A to this Charter.     3. Meet with the independent auditor prior to the annual audit to review the planning,staffing and scope of the audit and its audit procedures.     4. Review and discuss with management and the independent auditor the Corporation’s annualaudited and quarterly consolidated financial statements, including major issues regardingaccounting and auditing principles and practices; the adequacy of disclosure and internal controlsthat could significantly affect the Corporation’s consolidated financial statements; and thesignificant financial reporting issues and judgments made in connection with the preparation of theCorporation’s consolidated financial statements.     5. Review the Corporation’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,including disclosures under “Management’s Discussion and Analysis of Results of Operations andFinancial Condition”; these reviews shall occur prior to the filing or release of such reports andconsolidated financial statements and shall specifically include the receipt of a report frommanagement assessing the Corporation’s internal controls.     6. Recommend to the Board whether, based on the review and discussions described above, theannual audited consolidated financial statements should be included in the Annual Report on Form10-K.     7. Review with the independent auditor the results of the annual audit examination, includingany accompanying management letters and management’s
 

 
response, and any significant problems ordifficulties encountered in the course of the audit work and management’s response, including anyrestrictions on the scope of activities or access to required information, any significant changesrequired in theplanned scope of the audit, and any significant disagreements with management; resolve anydisagreements between management and the independent auditor regarding financial reporting.     8. Review with management and the independent auditor the Corporation’s quarterly earningspress release after the independent auditor has completed its quarterly review or annual auditprocedures; also, generally discuss the types of information to be disclosed and the type ofpresentation to be made with respect to earnings press releases and financial information andearnings guidance, if any, provided to analysts and ratings agencies.     9. Discuss with the independent auditor (i) all critical accounting policies and practices tobe used, (ii) all alternative treatments of financial information within GAAP for policies andpractices related to material items that have been discussed with management, the ramifications ofsuch alternative disclosures and treatments, and the accounting treatment “preferred” by theindependent auditor and (iii) any other material written communications with management, such as amanagement letter or schedule of unadjusted differences.     10. Actively engage in dialogue with the independent auditor with respect to any disclosedrelationship or service that may effect the independence and objectivity of the auditor and take orrecommend that the full Board take appropriate actions to oversee the independence of the auditor.     11. Ensure receipt from the independent auditor of a formal written statement delineating allrelationships between the auditor and the Corporation consistent with Independence Standards BoardStandard No. 1.     12. Review and approve the hiring policies of the Corporation for employees and formeremployees of the independent auditor.     13. Investigate any matter brought to its attention within the scope of its duties and retainoutside counsel or other experts for this or any other purpose, if, in its judgment, such retentionis appropriate. The Corporation shall provide appropriate funding, as determined by the Committee,for payment of compensation to the independent auditor for the purpose of rendering or issuing anaudit report and to any advisors employed by the Committee and for other expenses necessary orappropriate in carrying out its duties.     14. Report Committee activities to the full Board and annually issue a summary report(including appropriate oversight conclusions) suitable for submission to stockholders.
 

 
     15. Review disclosures made to the Committee by the Corporation’s CEO and CFO during theircertification process for the Form 10-K and Form 10-Q about any significant deficiencies in thedesign or operation of internal controls or material weaknesses therein and any fraud involvingmanagement or other employees who have a role in the Corporation’s internal controls.     16. Ensure the rotation of the lead (or coordinating) audit partner having primaryresponsibility for the audit and the audit partner responsible for reviewing the audit as requiredby law.     17. At least annually, obtain and review a report from the independent auditor at leastannually regarding (a) the independent auditor’s internal quality-control procedures, (b) anymaterial issues raised by the most recent internal quality-control review, or peer review, of thefirm, or any inquiry or investigation by governmental or professional authorities within thepreceding five years respecting one or more independent audits carried out by the firm, (c) anysteps taken to deal with any such issues, and (d) all relationships between the independent auditorand the Corporation.     18. Evaluate the qualifications, performance and independence of the independent auditor,including considering whether the auditor’s quality controls are adequate and the provision ofpermitted non-audit services is compatible with maintaining the auditor’s independence, taking intoaccount the opinions of management and internal auditors. The Committee shall present itsconclusions with respect to the independent auditor to the Board.     19. Discuss policies with management and the independent auditor, as appropriate, with respectto risk assessment and risk management, including the Corporation’s major financial risk exposuresand the steps management has taken to monitor and control such exposures.     20. Review and approve all related party transactions required to be disclosed pursuant toItem 404 of Regulation S-K under the federal securities laws, and discuss with management thebusiness rationale for the transactions and whether appropriate disclosures have been made.     21. Review and approve procedures for the receipt, retention and treatment of complaintsreceived by the Corporation regarding accounting, internal accounting controls or auditing matters,and the confidential, anonymous submission by employees of concerns regarding questionableaccounting or auditing matters.     22. Oversee the Corporation’s Code of Business Conduct, which also constitutes the code ofethics for the Corporation’s principal executive officer, principal financial officer, principalaccounting officer or controller, or persons performing similar functions, as contemplated by rulespromulgated under the Securities Exchange Act of 1934 (“1934 Act”).
 

 
     23. Review annually, or more frequently as appropriate, with the Corporation’s outsidecounsel, legal matters that may have a material impact on the Corporation’s consolidated financialstatements, the Corporation’s compliance policies and any material reports or inquiries receivedfrom regulators or governmental agencies.     24. Review and reassess the adequacy of this Charter annually and recommend any proposedchanges to the Board for approval.     25. Prepare the Committee’s report required by the federal securities laws to be included inthe Corporation’s annual proxy statement.**Authority**     The Committee will have the resources and authority appropriate to discharge itsresponsibilities, including sole authority to: **•** retain and terminate the independent auditor, which will be accountable to and report tothe Committee;  **•** approve any non-audit relationship with the independent auditor, other than anyrelationship to provide services prohibited by Section 10A (g) of the 1934 Act; and  **•** approve all audit engagement fees and terms.In addition, the Committee will have authority to: **•** conduct or authorize investigations into any matters within itsscope of responsibilities;  **•** engage outside auditors for special audits, reviews and other procedures;  **•** retain special counsel and other experts and consultants to advise theCommittee; and  **•** approve the fees and other retention terms for such parties.     The Committee shall have full access to all books, records, facilities, and personnel of theCorporation and may request any officer or employee of the Corporation orthe Corporation’s outside counsel or independent auditor to attend a meeting of the Committee.
 

 
**Adoption of Charter**  This Charter was amended by the Corporation’s Board of Directors onFebruary 28, 2006.
 

 
**Supplement A**