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                                                                    EXHIBIT 99.1

                               VIRBAC CORPORATION

            CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

1.    Purpose of the Charter

      The purpose of this Charter (the "Charter") of the Audit Committee (the
      "Committee") of the Board of Directors (the "Board") of Virbac Corporation
      (the "Company") is to establish membership requirements for the Committee
      and to assist the Committee in complying with its duties under applicable
      laws and regulations by establishing minimum procedures and standards for
      Committee actions.

2.    Committee Composition

      (a)   Composition. The Committee shall consist of at least three (3)
            members of the Board who satisfy the requirements of the
            Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), the rules
            promulgated by the Securities and Exchange Commission (the "SEC") in
            connection with the Sarbanes-Oxley Act and the rules promulgated for
            companies listed on the NASDAQ National Market.

      (b)   Appointment; Removal. The Committee members shall be appointed by
            the Board, upon the recommendation of the Nominating Committee of
            the Board, to serve, regardless of the duration of their term as a
            director, for a one (1) year term or until their successors shall be
            duly elected and qualified. Each Committee member may be removed by
            the Board, with or without reason, in the Board's sole discretion.

      (c)   Membership Requirements. Each Committee member must:

            (i)   Qualify as an "independent" director under the rules
                  applicable to companies listed on the NASDAQ National Market;

            (ii)  Meet the criteria for audit committee independence set forth
                  in Rule 10A-3 promulgated pursuant to the Securities Exchange
                  Act of 1934 (the "Exchange Act");

            (iii) Not have participated in the preparation of the financial
                  statements of the Company or any current subsidiary of the
                  Company at any time during the past three years; and

            (iv)  Be financially literate, which shall mean, at a minimum, the
                  ability to read and understand financial statements, including
                  the Company's balance sheet, income statement and cash flow
                  statement.

      (d)   Financial Expert. The Committee shall designate one of its members
            as a financial expert (the "Financial Expert"). Prior to designating
            the Financial Expert, the Committee must make a determination that
            the individual so designated is financially sophisticated. Financial
            sophistication may be demonstrated by past employment experience in
            finance or accounting,

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            professional certification in accounting or other comparable
            experience or background, including current or past employment as a
            chief executive officer, chief financial officer or other senior
            financial officer with financial oversight responsibilities. A
            director who qualifies as an audit committee financial expert under
            Item 401(h) of Regulation S-K is presumed to qualify as financially
            sophisticated.

      (e)   Committee Chairman. The Board may designate a chairman of the
            Committee (the "Chairman"). If the Board does not designate a
            Chairman, the Committee members shall elect a Chairman by a vote of
            a majority of the Committee.

3.    Committee Meetings

      (a)   In order to satisfy its obligation to oversee the accuracy and
            adequacy of the Company's financial reporting and disclosures, the
            Committee shall meet each quarter prior to the publication of the
            Company's quarterly earnings release. The Committee shall convene
            such number of additional meetings at such times as are necessary or
            appropriate to allow the Committee to fully discharge its duties and
            responsibilities as set forth herein. Each Committee member and
            either of the Company's Chief Executive Officer or Chief Financial
            Officer shall have the authority to call a meeting of the Committee.
            The notice of meeting need not state the purpose for which the
            meeting has been called. In order to transact business, at least two
            (2) Committee members must be present.

      (b)   The Chairman shall be responsible for establishing the agenda for
            each meeting and shall coordinate the distribution of briefing
            and/or background material to the Committee members. Additional
            items may be added to the agenda at the request of any Committee
            member. Minutes of all meetings shall be prepared by or under the
            supervision of the Chairman and approved by the Committee. Meetings
            may be held via conference call or in person. The Committee may also
            act by unanimous written consent of the Committee members.

      (c)   The Committee shall meet periodically as necessary, but no less than
            annually, with management, the director of the internal auditing
            department and the independent auditor, and as a Committee in
            separate executive sessions to discuss matters that the Committee,
            or any of these persons, believes should be discussed.

4.    Authority

      The Committee is empowered to:

      (a)   Do all things necessary to fully discharge its duties as described
            herein.

      (b)   Engage independent counsel, accountants and other advisers, as it
            determines necessary to carry out the responsibilities and duties of
            the Committee. The Committee shall inform the Board of any proposed
            engagement prior to such engagement.

      (c)   Conduct or authorize any investigations into any matters within the
            Committee's scope of responsibilities.

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      (d)   Seek any information required by the Committee from employees (all
            of whom are directed to cooperate with the Committee's requests) or
            external parties.

      (e)   Meet with Company officers, independent auditor, or outside counsel,
            as necessary.

5.    Responsibilities and Duties

      The Committee shall have the following responsibilities and duties:

      (a)   Internal Accounting Matters

            (i)   Internal Controls

                  (A)   Consider the effectiveness and integrity of the
                        Company's internal controls over financial reporting,
                        including information technology security and control.

                  (B)   Understand the scope of the independent auditor's review
                        of the Company's internal controls over financial
                        reporting, and obtain reports on significant findings
                        and recommendations, together with management's
                        responses.

                  (C)   Obtain and review reports from the Company's Chief
                        Executive Officer and Chief Financial Officer concerning
                        the responsibility for developing, and the adequacy of,
                        the Company's system of internal controls over financial
                        reporting, including the process used to correct any
                        identified deficiencies in design or operation (which
                        report may be the same report, if any, required to be
                        included in the Company's Annual Report on Form 10-K) as
                        well as any documentation developed to support the
                        conclusions set forth in such report.

                  (D)   Review, approve and monitor compliance with the
                        Company's Code of Business Conduct and Ethics which
                        includes Additional Standards for Financial Executives
                        and an Accounting and Financial Reporting Integrity
                        Policy.

            (ii)  Internal Audit

                  (A)   Review and approve the Company's internal audit staff
                        functions, including authority and organizational
                        reporting lines as well as the annual audit plan and
                        budget. Review the effectiveness of the Company's
                        internal audit function, including compliance with all
                        applicable standards for internal auditors.

                  (B)   Meet with the Company's chief audit executive on a
                        regular basis to ensure adequate oversight of the
                        internal audit function.

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            (iii) Risk Management and Compliance

                  (A)   Discuss policies with respect to risk assessment and
                        risk management, including the Company's major financial
                        risk exposures and the steps taken by management to
                        monitor, control, mitigate and report such exposures.

                  (B)   Review and understand the Company's Disclosure Controls
                        and Procedures and meet at least annually with the
                        Company's Chief Executive Officer and Chief Financial
                        Officer to review the report prepared by the Compliance
                        Committee responsible for maintaining the Company's
                        Disclosure Controls and Procedures.

                  (C)   Review the effectiveness of the system for monitoring
                        compliance with applicable laws and regulations and the
                        results of management's investigation and follow-up
                        (including disciplinary action) of any instances of
                        noncompliance.

                  (D)   Review the findings of any examination by regulatory
                        agencies and any auditor observations.

                  (E)   Obtain regular updates from management and the Company's
                        legal counsel regarding compliance matters that may have
                        a material affect on any aspect of the Company's
                        operations or financial performance, or that may affect
                        the Company's financial reporting or other disclosure
                        obligations.

      (b)   External Audit

            (i)   The Committee has exclusive authority and responsibility to
                  appoint, direct, establish the compensation of, oversee, and
                  either retain or terminate the Company's independent auditor.
                  As part of this authority and responsibility, the independent
                  auditor must report directly to the Committee.

            (ii)  In exercising its authority with respect to the Company's
                  independent auditor, the Committee shall:

                  (A)   Review and approve the scope, fees and terms of each
                        audit engagement, which review shall include, without
                        limitation, a review of the independent auditor's audit
                        plan and matters related to staffing, reliance upon
                        management and the internal audit and general audit
                        approach.

                  (B)   Pre-approve all audit and, using the procedure specified
                        in Supplement A to this Charter, all non-audit services
                        proposed to be performed by the Company's independent
                        auditor.

                  (C)   At least annually, obtain and review a report by the
                        independent auditor describing: (i) the firm's internal
                        quality-control procedures; (ii) any material issues
                        raised by the most recent

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                        internal quality-control review, or peer review, of the
                        firm, or any inquiry or investigation by governmental or
                        professional authorities, within the preceding five
                        years, respecting one or more independent audits carried
                        out by the firm, and any steps taken to deal with such
                        issues; and (iii) all relationships between the
                        independent auditor and the Company.

                  (D)   Evaluate the independent auditor's qualifications,
                        experience, performance, and independence, taking into
                        account the opinions of management and the Company's
                        internal auditors.

                  (E)   Ensure that it receives from the independent auditor the
                        written disclosures and letter from the independent
                        auditor required by Independence Standards Board
                        Standard No. 1 and take such other action and actions as
                        it deems appropriate to oversee the independence of the
                        independent auditor including, without limitation,
                        engaging in a dialogue with the independent auditor
                        regarding any disclosed relationships or services that
                        might impact the objectivity and independence of the
                        auditor.

                  (F)   Review and evaluate the lead partner and manager of the
                        independent auditor and assure the rotation of the lead
                        audit partner every five (5) years, other audit partners
                        every seven (7) years, and other audit personnel as
                        required by law, and consider whether there should be
                        regular rotation of the audit firm itself.

                  (G)   Present its conclusions on the performance of the
                        independent auditor to the Board.

            (iii) Review and approve or veto the Company's hiring of employees
                  or former employees of the Company's independent auditor who
                  participated in any capacity in the audits of the Company.

            (iv)  Meet with the independent auditor on a regular basis to
                  discuss any matters that the Committee or independent auditor
                  believes should be discussed privately.

            (v)   Resolve disagreements between the independent auditor,
                  management and the Company's internal auditing staff regarding
                  issues relating to critical accounting policies, material
                  estimates and assumptions, other relevant accounting
                  standards, and any other matters relating to the Company's
                  financial reporting, the preparation of the Company's
                  financial statements and periodic reports or such other
                  related issues that the Committee deems to be within its
                  purview.

      (c)   Financial Statements

            (i)   Review the Company's annual audited financial statements and
                  quarterly financial statements with management, internal
                  auditors and the independent auditor before distributing or
                  filing such statements with the SEC, and consider whether they
                  are complete, consistent with

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                  information known to Committee members, and reflect
                  appropriate accounting principles. This review should include
                  discussion with management and the Company's independent
                  auditor regarding significant issues related to accounting
                  principles, practices and judgments.

            (ii)  Review the Company's periodic reports before they are filed
                  with the SEC. This review should include discussion with
                  management and the Company's independent auditor regarding the
                  Company's disclosures under "Management's Discussion and
                  Analysis of Financial Condition and Results of Operations."

            (iii) Review significant accounting and reporting issues, including
                  complex or unusual transactions as well as any significant
                  changes in the Company's selection or application of
                  accounting principles and recent professional and regulatory
                  pronouncements, and understand their impact on the financial
                  statements.

            (iv)  Review with the independent auditor the results of the audit
                  and any audit problems or difficulties and management's
                  response. This review will include any restrictions on the
                  scope of the independent auditor's activities or on access to
                  requested information, and any significant disagreement with
                  management.

            (v)   Discuss the Company's earnings press releases (particularly
                  the use of "pro-forma", or "adjusted" non-GAAP, information),
                  as well as financial information and earnings guidance
                  provided to analysts and rating agencies. This review may be
                  general (i.e., the types of information to be disclosed and
                  the type of presentations to be made). The Company shall
                  discuss any press release which contains financial information
                  with the Committee Chairman prior to release. However, the
                  Committee is not required to discuss and/or approve each
                  release in advance.

            (vi)  Receive and review (a) reports of the independent auditor
                  regarding critical accounting policies and practices to be
                  used; (b) all material alternative treatments of financial
                  information within generally accepted accounting principles
                  that have been discussed with management and the ramifications
                  of using such alternative treatments; (c) the reasonableness
                  of all material estimates and judgments made by the Company in
                  the preparation of its financial statements; and (d) other
                  material written communications between the independent
                  auditor and management, including any management
                  representation letter, report on observations and
                  recommendations on internal controls, schedule of unadjusted
                  differences, and a listing of adjustments and
                  reclassifications not recorded. Assess the quality, not just
                  the acceptability, of the Company's accounting principles and
                  financial disclosure practices used or proposed and the
                  appropriateness of significant management judgments.

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      (d)   Reporting Responsibilities

            (i)   Regularly report to the Board about Committee activities and
                  issues that arise with respect to the quality or integrity of
                  the Company's financial statements, the Company's compliance
                  with legal and regulatory requirements, the performance and
                  independence of the Company's independent auditor, and the
                  performance of the internal audit function.

            (ii)  Provide an open avenue of communication between internal
                  auditors, the external independent auditor, management and the
                  Board.

            (iii) Prepare and publish an annual committee report in the
                  Company's proxy filing which report shall satisfy the
                  requirements of the Exchange Act. This report shall describe,
                  among other things, the Committee's composition,
                  responsibilities and how they were discharged, and any other
                  information required by law or rule, including approval of
                  non-audit services.

            (iv)  Review any other reports the Company issues that relate to
                  Committee responsibilities.

            (v)   Report all material findings and all recommendations that may
                  arise at a meeting of the Committee to the entire Board. Such
                  report shall be made at the Board meeting immediately
                  following the relevant Committee meeting.

      (e)   Complaints and Concerns

            (i)   Establish, maintain and monitor the effectiveness of, and
                  compliance with, the general reporting procedure identified in
                  the Company's Code of Business Conduct and Ethics as well as
                  the Accounting and Financial Reporting Integrity Policy
                  attached hereto and/or such additional and/or different
                  procedures as the Committee may from time-to-time deem
                  necessary or appropriate for the receipt, retention and
                  treatment of questions, concerns, complaints or allegations
                  relating to the Company's Code of Business Conduct and Ethics,
                  Accounting and Financial Reporting Integrity Policy or other
                  matters relating to the Company's accounting, internal audit,
                  financial reporting, non-financial disclosures or audit.

            (ii)  Take steps to insure that all of the Company's directors,
                  officers and employees are aware of the obligation to report
                  violations of the Company's Code of Business Conduct and
                  Ethics and Accounting and Financial Reporting Integrity Policy
                  (and any replacement or supplemental code or policy) as well
                  as the procedures to be used to submit questions, concerns and
                  reports thereunder on a confidential, anonymous basis.

            (iii) Implement and enforce protections for lawful employee actions
                  regarding complaints and submissions under the above
                  procedures.

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      (f)   Other Responsibilities of the Committee

            (i)   Review and approve or disapprove: (A) all transactions between
                  the Company and a Related Party, (B) all Company transactions
                  in which a Related Party has a direct or indirect interest,
                  (C) any circumstances in which a Related Party may benefit,
                  directly or indirectly, from a business opportunity of the
                  type described as a "Corporate Opportunity" in the Company's
                  Code of Business Conduct and Ethics, and (D) any actual or
                  potential conflict of interest between the Company and a
                  Related Party (including, but not limited to, the matters
                  described under the heading "Conflicts of Interest" in the
                  Company's Code of Business Conduct and Ethics). For purposes
                  of this Charter, the term "Related Party" shall mean any of
                  the Company's directors, officers or employees, or any family
                  member or friend of a Company director, officer or employee.
                  For purposes of this Section (f)(i), the term "Company" shall
                  include the Company and any of its affiliates.

            (ii)  Perform an annual evaluation of the Committee and the
                  performance of its individual members.

            (iii) Review and assess the adequacy of this Charter annually, or
                  more frequently as required by law, requesting Board approval
                  for proposed changes, and ensure appropriate disclosure as may
                  be required by law or regulations. Publish this Charter at
                  least every three (3) years in accordance with SEC
                  regulations. Perform other activities related to this Charter
                  as requested by the Board.

            (iv)  Investigate any other matter brought to the Committee's
                  attention within the scope of its duties which it deems
                  appropriate for investigation.

            (v)   Perform any other activities consistent with this Charter, the
                  Company's Certificate of Incorporation or By-laws and any
                  other governing law, as the Committee or the Board deems
                  necessary or appropriate.

6.    Scope

      While the Committee has the responsibilities and authority set forth in
      this Charter, it is not the duty of the Committee to prepare the Company's
      financial statements, to certify that the Company's financial statements
      and disclosures are completely accurate and are in accordance with
      generally accepted accounting principles and applicable rules and
      regulations, to plan or conduct the audit or to guarantee the independent
      auditor's report. These are the responsibilities of management and the
      independent auditor. The Committee is charged with the oversight roles for
      these functions as set out in this Charter.

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