Exhibit
10.3


 





 


Execution
Version


 


July
1, 2020


 


STRICTLY
CONFIDENTIAL


 


Aeterna
Zentaris Inc.


315
Sigma Drive, Suite 302D


Summerville,
South Carolina


USA
29486


 


Attn:
Klaus Paulini, Chief Executive Officer


 


Dear
Mr. Paulini:


 


Reference
is made to the engagement letter (the “Engagement Letter”), dated as of June 10, 2020, by and between Aeterna
Zentaris Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), pursuant
to which Wainwright shall serve, among other things, as the exclusive agent in any Offering of Securities of the Company during
the “Term” (as defined in the Engagement Letter). Defined terms used herein but not defined herein shall have the
meanings given to such terms in the Engagement Letter.





 


	 	(1)	The
    Company and Wainwright hereby agree to reduce the cash fee of Wainwright included in Section A.1 of the Engagement Letter
    to 7.0%, solely in connection with the Company’s Offering of its equity securities pursuant to the Registration
    Statement on Form F-1, as amended (File No. 333-239264).
	 	 	 
	 	(2)	The
    Company and Wainwright hereby agree to reduce the amount of its expenses in case of a public offering included in clauses
    (b) and (c) of Section A.3 of the Engagement Letter to $15,000 and $90,000, respectively, solely in connection
    with the Company’s Offering of its equity securities pursuant to the Registration Statement on Form F-1, as amended
    (File No. 333-239264).
	 	 	 
	 	(3)	The
    Company and Wainwright hereby agree to add the following to the end of the first sentence of Section A.5 of the Engagement
    Letter:


 


“;
provided however that this section A.5 shall not apply solely in connection with the Company’s Offering of its equity securities
pursuant to the Registration Statement on Form F-1, as amended (File No. 333-239264).”


 


	 	(4)	The
    Company and Wainwright hereby agree to amend and restate the first sentence of Section B of the Engagement Letter, as follows:





 


430 Park Avenue | New York, New York 10022
| 212.356.0500 | www.hcwco.com


Member: FINRA/SIPC




 




    	 	 	 



    	 	 	 



    

 


“B.
Term and Termination of Engagement; Exclusivity. The term of Wainwright’s exclusive engagement will begin on the
date hereof and end twelve (12) months following the the consumatin of the Company’s Offering of its equity securities pursuant
to the Registration Statement on Form F-1, as amended (File No. 333-239264) (the “Term”).


 


Except
as expressly set forth above, all of the terms and conditions of the Engagement Letter shall continue in full force and effect
after the execution of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein.


 


This
agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each
of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.


 




    	 	2	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, this agreement is executed as of the date first set forth above.


 


	 	Very
    truly yours,
	 	 
	 	H.C.
    WAINWRIGHT & CO., LLC
	 	 
	 	By:
    	/s/
    Edward D. Silvera
	 	Name:
    	Edward
    D. Silvera
	 	Title:
    	Chief
    Operating Officer


 


	Accepted
    and Agreed:	 
	 	 
	Aeterna
    Zentaris Inc.	 
	 	 	 
	By:
    	/s/
    Klaus Paulini	 
	Name:
    	Klaus
    Paulini	 
	Title:
    	President
    and Chief Executive Officer	 








 


[AEZS
EA Amendment Signature Page]


 




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