Exhibit
10.15


 


 





 


Execution
Version


 


June
10, 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:


 


This
letter agreement (this “Agreement”) constitutes the agreement between Aeterna Zentaris Inc. (the “Company”)
and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor
or underwriter in any offering (each, an “Offering”) of common shares and/or warrants to purchase common shares
of the Company but for greater certainty excluding convertible debt (the “Securities”) during the Term (as
hereinafter defined) of this Agreement, and on the terms and conditions set out herein. The terms of each Offering and the Securities
issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright
would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to
issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion
of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and
to the receipt of all internal approvals of Wainwright in connection with the transaction. The Company expressly acknowledges
and agrees that, unless otherwise mutually agreed by Wainwright and the Company, Wainwright’s involvement in an Offering
is strictly on a reasonable best efforts basis and that the consummation of an Offering will be subject to, among other things,
market conditions. The execution of this Agreement does not constitute a commitment by Wainwright to purchase the Securities and
does not ensure a successful Offering of the Securities or the success of Wainwright with respect to securing any other financing
on behalf of the Company. Wainwright may retain other brokers, dealers, agents or underwriters on its behalf in connection with
an Offering. For greater certainty, an “Offering” shall exclude any transaction involving the Company and Novo Nordisk
or any of their respective affiliates, and “Securities” shall exclude any securities issued or issuable in connection
with such a transaction.


 


A. Compensation;
Reimbursement. At the closing of each Offering (each, a “Closing”), the Company shall compensate
Wainwright as follows:


 


	 	1.	Cash
    Fee. The Company shall pay to Wainwright a cash fee, or as to an underwritten Offering an underwriter discount, equal
    to 7.25% of the aggregate gross proceeds raised in each Offering.


 


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


Member:
FINRA/SIPC


 




    	 



    	 



    

 


	 	2.	Warrant
    Coverage. The Company shall issue to Wainwright or its designees at each Closing, warrants (the “Wainwright Warrants”)
    to purchase that number of common shares of the Company equal to 7.00% of the aggregate number of common shares (or common
    share equivalent, if applicable) placed in each Offering (and if an Offering includes a “greenshoe” or “additional
    investment” component, such number of common shares underlying such “greenshoe” or “additional investment”
    component, with the Wainwright Warrants issuable upon the exercise of such component). The Wainwright Warrants shall be in
    a customary form reasonably acceptable to Wainwright, have a term of five (5) years and an exercise price equal to 125% of
    the offering price per share (or unit, if applicable) in the applicable Offering (such price, the “Offering Price”).
    If warrants are issued to investors in an Offering, the Wainwright Warrants shall have the same terms as the warrants issued
    to investors in the applicable Offering, except that such Wainwright Warrants shall have an exercise price equal to 125% of
    the Offering Price.
	 	 	 
	 	3.	Expense
    Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Wainwright (a) a management fee equal to
    1.0% of the gross proceeds raised in each Offering; (b) $25,000 for non-accountable expenses (to be increased to $50,000 in
    case of a public offering); (c) up to $50,000 for the reasonable and accounted fees and expenses of legal counsel (to be increased
    to $100,000 in case of a public offering); plus the additional amount payable by the Company pursuant to Paragraph D.3 hereunder
    and, if applicable, the costs associated with the use of a third-party electronic road show service (such as NetRoadshow);
    provided, however, that such amount in no way limits or impairs the indemnification and contribution provisions of this Agreement.
    Except as provided in Paragraph B hereunder, no expenses pursuant to this paragraph will be payable by the Company if there
    is no Closing. 
	 	 	 
	 	4.	Tail.
    Wainwright shall be entitled to compensation under clauses (1) and (2) hereunder, calculated in the manner set forth therein,
    with respect to any offering of Securities consummated at any time within the 12-month period following the expiration or
    termination of this Agreement (“Tail Financing”) to the extent that an Offering pursuant to which Wainwright
    received the compensation described under clauses (1) and (2) hereunder was not previously consummated, and such Tail Financing
    is provided to the Company by investors whom Wainwright had contacted on behalf of the Company during the Term or introduced
    to the Company during the Term.
	 	 	 
	 	5.	Right
    of First Refusal. Subject to consummation of an Offering, if, from the date hereof until the 12-month anniversary following
    the consummation of such first Offering, the Company or any of its subsidiaries decides to raise funds by means of a public
    offering (including at-the-market facility) or a private placement or any other capital raising financing of equity or equity-linked
    securities using an underwriter or placement agent, Wainwright (or any affiliate designated by Wainwright) shall have the
    right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. If Wainwright or one
    of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other
    things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including
    indemnification, which are appropriate to such a transaction.


 




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B. Term
and Termination of Engagement; Exclusivity. The term of Wainwright’s exclusive engagement will begin on the date
hereof and end four (4) months thereafter (the “Term”). Notwithstanding anything to the contrary contained
herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first
refusal, tail, indemnification and contribution, confidentiality, conflicts, independent contractor and waiver of the right
to trial by jury will survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary
contained herein, the Company has the right to terminate the Agreement for cause in compliance with FINRA Rule
5110(f)(2)(D)(ii). The exercise of such right of termination for cause eliminates the Company’s obligations with
respect to the provisions relating to the tail fees and right of first refusal. Notwithstanding anything to the contrary
contained in this Agreement, in the event that an Offering pursuant to this Agreement shall not be carried out for any reason
whatsoever during the Term, the Company shall be obligated to pay to Wainwright its actual and accountable reasonable
out-of-pocket expenses related to an Offering (including the reasonable and documented fees and disbursements of
Wainwright’s legal counsel in an amount not to exceed $25,000 ($35,000 in the case of a public Offering)) and, if
applicable, for electronic road show service used in connection with an Offering. During the Term: (i) the Company will not,
and will not permit its representatives to, other than in coordination with Wainwright, contact or solicit institutions,
corporations or other entities or individuals as potential purchasers of the Securities in connection with an Offering and
(ii) the Company will not pursue any offering of Securities which would be in lieu of an Offering. Furthermore, the Company
agrees that during Wainwright’s engagement hereunder, all inquiries, whether direct or indirect, from prospective
investors in Securities will be referred to Wainwright Additionally, except as set forth hereunder, the Company represents,
warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any
subsidiary of the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or
other third-party with respect to any Offering.


 


C. Information;
Reliance. The Company shall furnish, or cause to be furnished, to Wainwright all information reasonably requested by Wainwright
for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”).
In addition, the Company agrees to make available to Wainwright upon reasonable request from time to time the officers, directors,
accountants, counsel and other advisors of the Company in connection with an Offering. The Company recognizes and confirms that
Wainwright (a) will use and rely on the Information, including any documents provided to investors in each Offering (the “Offering
Documents”) which shall include any Purchase Agreement (as defined hereunder), and on information available from generally
recognized public sources in performing the services contemplated by this Agreement without having independently verified the
same; (b) does not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such
other information; and (c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request,
the Company will meet with Wainwright or its representatives to discuss all information relevant for disclosure in the Offering
Documents and will cooperate in any investigation undertaken by Wainwright thereof, including any document included or incorporated
by reference therein. At each Offering, at the request of Wainwright, the Company shall deliver or cause to be delivered such
legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ and secretary
certificates and good standing certificates, all in form and substance reasonably satisfactory to Wainwright and its counsel as
is customary for such Offering. Wainwright shall be a third party beneficiary of any representations, warranties, covenants, closing
conditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants,
closing conditions and closing deliverables made to any investor in an Offering.


 




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D. Related
Agreements. At each Offering, the Company shall enter into the following additional agreements:


 


	 	1.	Underwritten
    Offering. If an Offering is an underwritten Offering, the Company and Wainwright shall enter into a customary underwriting
    agreement in form and substance satisfactory to Wainwright and its counsel.
	 	 	 
	 	2.	Best
    Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will
    be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a
    form reasonably satisfactory to the Company and Wainwright. Wainwright shall be a third party beneficiary with respect to
    the representations, warranties and covenants, closing conditions and closing deliverables included in the Purchase Agreement.
    Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be
    available upon reasonable notice to answer inquiries from prospective investors.
	 	 	 
	 	3.	Escrow,
    Settlement and Closing. If each Offering is not settled via delivery versus payment (“DVP”), the Company
    and Wainwright shall enter into an escrow agreement with a third party escrow agent pursuant to which Wainwright’s compensation
    and expenses shall be paid from the gross proceeds of the Securities sold. If the Offering is settled in whole or in part
    via DVP, Wainwright shall arrange for its clearing agent to provide the funds to facilitate such settlement. The Company shall
    pay Wainwright closing costs, which shall also include the reimbursement of the out-of-pocket cost of the escrow agent or
    clearing agent, as applicable, which closing costs shall not exceed $12,900.
	 	 	 
	 	4.	FINRA
    Amendments. Notwithstanding anything herein to the contrary, in the event that Wainwright determines that any of the terms
    provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company
    shall agree to amend this Agreement (or include such revisions in the final underwriting agreement) in writing upon the request
    of Wainwright to comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable
    to the Company than are reflected in this Agreement.


 


E. Confidentiality.
Each of Wainwright and the Company acknowledge that they have entered into a separate mutual confidentiality and disclosure agreement
dated June 27, 2019 (the “CDA”) that shall continue in full force and effect and shall not be amended by this
Agreement; except that Wainwright shall be entitled to disclose information to prospective investors in connection with its engagement
hereunder, other than material non-public information that shall be disclosed on a confidential basis. In the event of the consummation
or public announcement of any Offering, Wainwright shall have the right to disclose its participation in such Offering, including,
without limitation, the Offering at its cost of “tombstone” advertisements in financial and other newspapers and journals.


 




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F. Indemnity.


 


	 	1.	In
    connection with the Company’s engagement of Wainwright hereunder, the Company hereby agrees to indemnify and hold harmless
    Wainwright and its affiliates, and the respective controlling persons, directors, officers, members, shareholders, agents
    and employees of any of the foregoing (collectively the “Indemnified Persons”), from and against any and
    all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred by any
    of them (including the reasonable fees and expenses of one counsel in addition to one local counsel per jurisdiction, if applicable),
    as incurred, whether or not the Company is a party thereto (collectively a “Claim”), that are (A) related
    to or arise out of (i) any actions taken or omitted to be taken (including any untrue statements made or any statements omitted
    to be made except in respect of information furnished by Wainwright to the Company specifically for inclusion in the relevant
    prospectus publicly filed in connection with an Offering (“Wainwright Information”)) by the Company, or
    (ii) any actions taken or omitted to be taken by any Indemnified Person in connection with the Company’s engagement
    of Wainwright, or (B) otherwise relate to or arise out of Wainwright’s activities on the Company’s behalf under
    Wainwright’s engagement, and the Company shall reimburse any Indemnified Person for all expenses (including the reasonable
    fees and expenses of one counsel in addition to one local counsel per jurisdiction, if applicable) as incurred by such Indemnified
    Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether or not
    in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however,
    be responsible for any Claim that is finally judicially determined to have resulted from the fraud, gross negligence or willful
    misconduct of any such Indemnified Person for such Claim. The Company further agrees that no Indemnified Person shall have
    any liability to the Company for or in connection with the Company’s engagement of Wainwright except for any Claim incurred
    by the Company as a result of such Indemnified Person’s fraud, gross negligence or willful misconduct.
	 	 	 
	 	2.	The
    Company further agrees that it will not, without the prior written consent of Wainwright, settle, compromise or consent to
    the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be sought hereunder (whether
    or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement, compromise or consent
    includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising out of such Claim.


 




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	 	3.	Promptly
    upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution of any Claim with respect
    to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company in writing of such complaint
    or of such assertion or institution but failure to so notify the Company shall not relieve the Company from any obligation
    it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial
    rights and defenses. If the Company is requested by such Indemnified Person, the Company will assume the defense of such Claim,
    including the employment of one counsel for such Indemnified Person and the payment of the fees and expenses of such counsel,
    provided, however, that such counsel shall be satisfactory to the Indemnified Person and provided further that if the legal
    counsel to such Indemnified Person reasonably determines that having common counsel would present such counsel with a conflict
    of interest or if the defendant in, or target of, any such Claim, includes an Indemnified Person and the Company, and legal
    counsel to such Indemnified Person reasonably concludes that there may be legal defenses available to it or other Indemnified
    Persons different from or in addition to those available to the Company, such Indemnified Person will employ its own one separate
    counsel (including one local counsel per jurisdiction, if necessary) to represent or defend him, her or it in any such Claim
    and the Company shall pay the reasonable fees and expenses of one such separate counsel (including one local counsel per jurisdiction,
    if necessary). If such Indemnified Person does not request that the Company assume the defense of such Claim, such Indemnified
    Person will employ its own one separate counsel (including one local counsel per jurisdiction, if necessary) to represent
    or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and expenses of such counsel. Notwithstanding
    anything herein to the contrary, if the Company fails timely or diligently to defend, contest, or otherwise protect against
    any Claim, the relevant Indemnified Person shall have the right, but not the obligation, to defend, contest, compromise, settle,
    assert crossclaims, or counterclaims or otherwise protect against the same, and shall be fully indemnified by the Company
    therefor, including without limitation, for the reasonable fees and expenses of its one counsel (including one local counsel
    per jurisdiction, if necessary) and all amounts paid as a result of such Claim or the compromise or settlement thereof. In
    addition, with respect to any Claim in which the Company assumes the defense, the Indemnified Person shall have the right
    to participate in such Claim and to retain his, her or its own counsel therefor at his, her or its own expense.
	 	 	 
	 	4.	The
    Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any
    reason then (whether or not Wainwright is the Indemnified Person), the Company and Wainwright shall contribute to the Claim
    for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the
    Company, on the one hand, and Wainwright on the other, in connection with Wainwright’s engagement referred to above,
    subject to the limitation that in no event shall the amount of Wainwright’s contribution to such Claim exceed the amount
    of fees actually received by Wainwright from the Company pursuant to Wainwright’s engagement. The Company hereby agrees
    that the relative benefits to the Company, on the one hand, and Wainwright on the other, with respect to Wainwright’s
    engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by
    the Company pursuant to the applicable Offering (whether or not consummated) for which Wainwright is engaged to render services
    bears to (b) the fee paid or proposed to be paid to Wainwright in connection with such engagement.


 




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	 	5.	The
    Company’s indemnity, reimbursement and contribution obligations under this Agreement (a) shall be in addition to, and
    shall in no way limit or otherwise adversely affect any rights that any Indemnified Person may have at law or at equity and
    (b) shall be effective whether or not the Company is at fault in any way.


 


G. Limitation
of Engagement to the Company. The Company acknowledges that Wainwright has been retained only by the Company, that Wainwright
is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s
engagement of Wainwright is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or
partner of the Company or any other person not a party hereto as against Wainwright or any of its affiliates, or any of its or
their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise
expressly agreed in writing by Wainwright, no one other than the Company is authorized to rely upon this Agreement or any other
statements or conduct of Wainwright, and no one other than the Company is intended to be a beneficiary of this Agreement. The
Company acknowledges that any recommendation or advice, written or oral, given by Wainwright to the Company in connection with
Wainwright’s engagement is intended solely for the benefit and use of the Company’s management and directors in considering
a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon,
any other person or be used or relied upon for any other purpose. Wainwright shall not have the authority to make any commitment
binding on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Wainwright.


 


H. Limitation
of Wainwright’s Liability to the Company. Wainwright and the Company further agree that neither Wainwright nor any of
its affiliates or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security
holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect,
in contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable
relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities,
costs or expenses that arise out of or are based on any action of or failure to act by Wainwright or any Wainwright Information
and that are finally judicially determined to have resulted solely from the fraud, gross negligence or willful misconduct of Wainwright.


 




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I. Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to
agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of
this Agreement, will be heard only in the state or federal courts located in the City of New York, State of New York. The parties
hereto expressly agree to submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New
York. The parties hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court
sitting in the City and State of New York. In the event Wainwright or any Indemnified Person is successful in any action, or suit
against the Company, arising out of or relating to this Agreement, the final judgment or award entered shall be entitled to have
and recover from the Company the costs and expenses incurred in connection therewith, including its reasonable attorneys’
fees. Any rights to trial by jury with respect to any such action, proceeding or suit are hereby waived by Wainwright and the
Company.


 


J. Notices.
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery, fax or e-mail, if sent
to Wainwright, at the address set forth on the first page hereof, e-mail: notices@hcwco.com, Attention: Head of Investment Banking,
and if sent to the Company, to the address set forth on the first page hereof, e-mail: kpaulini@aezsinc.com, Attention:
Chief Executive Officer. Notices sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery
or overnight delivery shall be deemed received on the date of the relevant written record of receipt, notices delivered by fax
shall be deemed received as of the date and time printed thereon by the fax machine and notices sent by e-mail shall be deemed
received as of the date and time they were sent.


 


K. Conflicts.
The Company acknowledges that Wainwright and its affiliates may have and may continue to have investment banking and other relationships
with parties other than the Company pursuant to which Wainwright may acquire information of interest to the Company. Wainwright
shall have no obligation to disclose such information to the Company or to use such information in connection with any contemplated
transaction.


 


L. Anti-Money
Laundering. To help the United States government fight the funding of terrorism and money laundering, the federal laws of
the United States require all financial institutions to obtain, verify and record information that identifies each person with
whom they do business. This means Wainwright must ask the Company for certain identifying information, including a government-issued
identification number (e.g., a U.S. taxpayer identification number) and such other information or documents that Wainwright considers
appropriate to verify the Company’s identity, such as certified articles of incorporation, a government-issued business
license, a partnership agreement or a trust instrument.


 


M. Miscellaneous.
The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions
of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement,
document or instrument to which it is a party or bound. This Agreement shall not be modified or amended except in writing signed
by Wainwright and the Company. This Agreement shall be binding upon and inure to the benefit of both Wainwright and the Company
and their respective assigns, successors, and legal representatives. This Agreement constitutes the entire agreement of Wainwright
and the Company with respect to the subject matter hereof and supersedes any prior agreements with respect to the subject matter
hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will
not affect such provision in any other respect, and the remainder of the Agreement shall remain in full force and effect. This
Agreement may be executed in counterparts (including facsimile or electronic counterparts), each of which shall be deemed an original
but all of which together shall constitute one and the same instrument.


 


*********************


 




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In
acknowledgment that the foregoing correctly sets forth the understanding reached by Wainwright and the Company, please sign in
the space provided below, whereupon this letter shall constitute a binding Agreement as of the date indicated above.


 


	 	Very
    truly yours,
	 	 	 
	 	H.C.
    WAINWRIGHT & CO., LLC
	 	 	 
	 	By:
    	/s/
    Edward D. Silvera
	 	Name:	Edward D. Silvera
	 	Title:	Chief Operating Officer
	 	Date:	6/11/2020


 


Accepted
and Agreed:


 


Aeterna
Zentaris Inc.


 


	By:	/s/ Klaus Paulini	 
	Name:	Klaus
    Paulini	 
	Title:	Chief
    Executive Officer	 


 




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