STATEMENT OF EXECUTIVE COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2021 Remuneration of Directors The compensation paid to members of the Aeterna Zentaris Inc. (the " Corporation " or " Aeterna Zentaris ") Board of Dire

OF EXECUTIVE COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2021

compensation paid to members of the Aeterna Zentaris Inc. (the "Corporation" or "Aeterna Zentaris")

Board of Directors (the "Board") who are not employees ("Outside Directors") is designed to (i)

attract and retain the most qualified people to serve on the Board and its committees, (ii) align the interests of the Outside Directors

with those of our shareholders, and (iii) provide appropriate compensation for the risks and responsibilities related to being an effective

Outside Director. This compensation is recommended to the Board by the Nominating, Governance and Compensation Committee (the "NGCC").

The NGCC is currently composed of three Outside Directors, each of whom is independent, namely Ms. Carolyn Egbert (Chair), Mr. Peter

G. Edwards and Mr. Gilles Gagnon.

Board has adopted a formal mandate for the NGCC which is available on our website at www.zentaris.com. The mandate of the NGCC

provides that it is responsible for, among other matters, assisting the Board in developing our approach to corporate governance issues,

proposing new Board nominees, overseeing the assessment of the effectiveness of the Board and its committees, their respective chairs

and individual directors, making recommendations to the Board with respect to directors' compensation and generally serving in

a leadership role for our corporate governance practices.

dollar amounts herein are in United States (US) dollars, unless indicated as Canadian dollars (C) or European Dollars ( ).

of Outside Directors

Outside Directors are paid an annual retainer, the amount of which depends on the position held on the Board. Our Outside Directors will

not be paid fees for their attendance of meetings, unless some circumstance dictates that an unusual and burdensome number of meetings

must be held. If such circumstance occurs, the Board may institute meeting payments. The annual retainers are paid in quarterly instalments

on or about the last day of each calendar quarter. All payments are calculated in U.S. dollars. The amount of each payment is converted

to the Outside Director's home currency based on the exchange rate prevailing on the date of payment, as determined by our finance

department. Each Outside Director is paid the equivalent value of the payment in his or her home currency, net of any withholdings or

deductions required by applicable law.

April 2020, the NGCC retained Bowers Consulting LLC ("Bowers"), an independent consulting firm, to ensure that the

compensation of the Directors was aligned with Shareholders' expectations and to reflect the cash position of the Corporation at

that time. The mandate given to Bowers was to provide an objective recommendation regarding the compensation of Directors for the 2020

financial year. Based on the advice received by the NGCC from Bowers, the NGCC recommended, and the Board approved, a reduction of the

annual retainer to be paid to the Chair of the Board and each member of the Board, as well as to the Chair of the NGCC, as set out in

the table below. These reductions were effective immediately after the Corporation's Annual General Meeting held on May 15, 2020,

and were prorated through the balance of the financial year. The Corporation paid fees to Bowers in the amount of $ 1,800 for the 2019,

$2,400 for the 2020 and $3,300 for 2021 financial years.

amounts of the annual retainers are set forth in the following table. The amounts shown below are on an annualized basis. See the table

in below under the caption "Total Compensation of Outside Directors" for details on the actual amounts paid to each Outside

Director during the 2021 financial year.

Directors are reimbursed for travel and other out-of-pocket expenses incurred in attending Board or committee meetings. Retainers are

prorated when an Outside Director joins the Board during a financial year.

Option-Based Awards and Share-Based Awards

following table shows all awards outstanding to each Outside Director as at December 31, 2021:

"Value of unexercised in-the-money options" at financial year-end is calculated based on the difference between the closing

prices of the Corporation's common shares ("Common Shares") on the Nasdaq Capital Market ("Nasdaq")

on the last trading day of the fiscal year (December 31, 2021) of $0.36 and the exercise price of the options, multiplied by the number

of unexercised options.

The Corporation used the closing price of its Common Shares on the Nasdaq as at the last trading day of the fiscal year (December 31,

Mr. Dennis Turpin joined the Board on May 5, 2021.

Compensation of Outside Directors

table below summarizes the total compensation paid to our Outside Directors during the financial year ended December 31, 2021 (all amounts

are in U.S. dollars). Our Outside Directors are generally paid in their home currency. Mr. Desbiens, Mr. Gagnon and Mr. Turpin were paid

in Canadian dollars. Ms. Egbert and Mr. Edwards were paid in U.S. dollars.

In respect of our financial year ended December 31, 2021, we paid an aggregate amount of $203,778 to all of our Outside Directors for

services rendered in their capacity as directors, excluding reimbursement of out-of-pocket expenses and the value of share-based and

option-based awards granted in 2021.

Amounts shown represent the value of the Deferred Share Units ("DSUs") on the grant date ($0.89). The value of one DSU on

the grant date is the closing price of one Common Share on the Nasdaq on the last trading day preceding the date of grant.

Mr. Pierre-Yves Desbiens served on the Board until May 5, 2021.

Mr. Dennis Turpin joined the Board on May 5, 2021.

of Executive Officers

following is disclosure of information related to the compensation that we paid to our Named Executive Officers during 2021. For the

2021 year, our Named Executive Officers were as follows:

compensation of executive officers of the Corporation and its subsidiaries is recommended to the Board by the NGCC. The NGCC is responsible

for, among other matters, (i) assisting the Board in developing our approach to corporate governance issues, (ii) proposing new Board

nominees, (iii) overseeing the assessment of the effectiveness of the Board and its committees, their respective chairs and individual

directors and (iv) making recommendations to the Board with respect to board member nominees and directors' compensation, as well

as serving in a leadership role for our corporate governance practices. It is also responsible for taking all reasonable actions to ensure

that appropriate human resources policies, procedures and systems, e.g., recruitment and retention policies, competency and performance

metrics and measurements, training and development programs, and market-based, competitive compensation and benefits structures, are

in place so that we can attract, motivate and retain the quality of personnel required to achieve our business objectives. The NGCC also

assists the Board in discharging its responsibilities relating to the recruitment, retention, development, assessment, compensation and

succession planning for our executive and senior management members.

the NGCC recommends the appointment of senior officers, including the terms and conditions of their appointment and termination, and

reviews the evaluation of the performance of our senior officers, including recommending their compensation and overseeing risk identification

and management in relation to executive compensation policies and practices. The Board, which includes the members of the NGCC, reviews

the Chief Executive Officer's corporate strategy, goals and performance objectives and evaluates and measures his or her performance

and compensation against the achievement of such goals and objectives.

NGCC recognizes that the industry, regulatory and competitive environment in which we operate requires a balanced level of risk-taking

to promote and achieve the performance expectations of executives of a specialty biopharmaceutical company. The NGCC is of the view that

our executive compensation program should not encourage senior executives to take inappropriate or unreasonable risk. In this regard,

the NGCC recommends the implementation of compensation methods that appropriately connect a portion of senior executive compensation

with our short-term and longer-term performance, as well as that of each individual executive officer and that take into account the

advantages and risks associated with such compensation methods. The NGCC is also responsible for establishing compensation policies that

are intended to reward the creation of shareholder value while reflecting a balance between our short-term and longer-term performance

and that of each executive officer.

NGCC is currently composed of Ms. Carolyn Egbert (Chair), Mr. Peter G. Edwards and Mr. Gilles Gagnon, each of whom is independent. The

Board believes that the members of the NGCC collectively have the knowledge, experience and background required to fulfill its mandate:

Carolyn Egbert has served as a director on our Board since August 2012 and as Chair of our Board since May 2016. After enjoying the

private practice of law as a defence litigator in Michigan and Washington, D.C., she joined Solvay America, Inc. ("Solvay")

(a chemical and pharmaceutical company) in Houston, Texas. Over the course of a twenty-year career with Solvay, she held the positions

of Vice President, Human Resources, President of Solvay Management Services, Global Head of Human Resources and Senior Executive Vice

President of Global Ethics and Compliance. During her tenure with Solvay, she served as a director on the board of directors of seven

subsidiary companies and as Chair of one subsidiary board. After retiring in 2010, she established Creative Solutions for executives,

a consulting business providing expertise in corporate governance, ethics and compliance, organizational development, executive compensation

and strategic human resources. She holds a Bachelor of Sciences degree in Biological Sciences from George Washington University, Washington

D.C., and a Juris Doctor degree from Seattle University, Seattle, Washington. She also was a Ph.D. candidate in Pharmacology at both

Georgetown University Medical School at Washington, D.C. and Northwestern University Medical School at Chicago, Illinois. She remains

an active member of both the Michigan State Bar and the District of Columbia Bar, Washington, D.C.

G. Edwards joined the Board on May 15, 2020 and served as the Executive Vice President and General Counsel of Celanese Corporation

from January 2017 to January 2019. Mr. Edwards previously was Executive Vice President and General Counsel of Baxalta Incorporated, the

biopharmaceutical spin-off from Baxter, from June 2015 until its merger with Shire plc in July 2016. Before that, he was Senior Vice