STATEMENT OF EXECUTIVE COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2024 Share Consolidation Effective

OF EXECUTIVE COMPENSATION FOR THE YEAR ENDED DECEMBER 31, 2024

July 18, 2022, COSCIENS Biopharma Inc. (the "Corporation", "COSCIENS", "we"

or "our") consolidated all of its outstanding common shares ("Common Shares") on a basis

of one post-consolidation Common Share for every 25 pre-consolidation Common Shares (the "2022 Consolidation"). Further,

on May 3, 2024, the Corporation consolidated all of its outstanding Common Shares on a basis of one post-consolidation Common Share for

every four pre-consolidation Common Shares (the "2024 Consolidation"). Accordingly, all Common Shares, deferred share

units, warrants and stock options were adjusted to reflect the 2022 Consolidation and the 2024 Consolidation. All figures used in this

document reflect the 2022 Consolidation and the 2024 Consolidation unless otherwise stated.

of Arrangement between Aeterna Zentaris Inc. and Ceapro Inc.

June 3, 2024, COSCIENS (then Aeterna Zentaris Inc.) completed a merger of equals transaction with Ceapro Inc. ("Ceapro"),

pursuant to which COSCIENS acquired 100 percent of the common shares of Ceapro pursuant to a court-approved plan of arrangement under

the Canada Business Corporations Act. As a result, Ceapro is now a wholly-owned subsidiary of COSCIENS and COSCIENS is continuing

the operations of Aeterna Zentaris Inc. and Ceapro on a combined basis (the "Arrangement").

otherwise indicated, all compensation information included in this document is presented in U.S. dollars and, to the extent a director

or officer has been paid in a currency other than U.S. dollars, the amounts have been converted from such person's home country

currency to U.S. dollars based on the following annual average exchange rates: for the financial year ended December 31, 2024: 1.000

= U.S.$1.082 and CAN$1.000 = U.S.$0.730; for the financial year ended December 31, 2023: 1.000 = U.S.$1.082 and CAN$1.000 = U.S.$0.741;

and for the financial year ended December 31, 2022: 1.000 = U.S.$1.053 and CAN$1.000 = U.S.$0.759.

June 3, 2024, the former Nominating, Governance and Compensation Committee of the Corporation (the "NGCC") was dissolved,

and the former Nominating and Governance Committee (the "NGC") and the former Human Resources and Compensation Committee

(the "HRCC") were formed to perform the functions of the NGCC. Following that, on November 6, 2024, the former NGC

and HRCC, in order to streamline committee functions and reduce aggregate directors' fees payable, were dissolved and replaced

with the new Human Resources, Nominating and Governance Committee (the "HRNG") which now performs the functions of

the former NGC and HRCC. As at December 31, 2024, the HRNG was responsible for compensation matters, and its members at such time were

Ms. Genevi ve Foster (Chair), Dr. Ulrich Kosciessa, and Dr. William W. Li, all of whom were independent as at such date.

compensation paid to members of our board of directors (our "Board") who are not our employees (our "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 now recommended to the Board by the HRNG and

was formerly recommended by the HRCC (and prior to that by the NGCC). The HRNG is currently composed of three Outside Directors, each

of whom is independent, namely Ms. Genevi ve Foster (Chair), Dr. Ulrich Kosciessa, and Dr. William W. Li.

mandate of the HRNG provides (and the mandates of the former HRCC and NGCC provided) that it is responsible for, among other matters,

assisting the Board in discharging its responsibilities relating to executive and other human resources matters including hiring, assessment,

compensation matters (including the management of compensation-related risk) and succession planning.

of Outside Directors

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

will not be paid fees for attending Board 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. 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.

2023 and 2024, the Board retained Bowers Consulting LLC ("Bowers"), an independent consulting firm, to assist the

Board and its committees with establishing and reviewing goals and performance objectives for the executive officers. In 2023, the Corporation

paid Bowers $6,600 in respect of executive compensation-related fees, and in 2024, the Corporation paid Bowers $4,800 in respect of executive

compensation-related fees.

the heading below, "Total Compensation of Outside Directors" for details on the actual amounts paid to each Outside

Director during the 2024 financial year.

annual cash retainers for the Outside Directors in 2024 are set out below.

as of October 1, 2022, the members of the Strategic Committee received a monthly fee of $6,500 (annualized to $78,000). The Strategic

Committee was formed in December 2021 as an ad hoc committee to consider and evaluate potential strategic transactions that could be

undertaken by the Corporation. The Board elected to defer any decision on whether and what to pay as a fee or retainer to members of

the Strategic Committee so that the Board could evaluate the amount of effort required of those members. In 2022, Bowers was engaged

to consider and advise on the appropriate compensation for members of the Strategic Committee. The Board considered the recommendations

of Bowers on an amount of compensation designed to reflect the significant time and effort required as the Board accelerated its strategic

activities. After considering the recommendations of Bowers, the Board approved a monthly cash retainer of $6,500 for members of the

Strategic Committee, payable commencing as of October 1, 2022. Prior to November 2, 2022, the Strategic Committee was comprised of Carolyn

Egbert (Chair), Peter G. Edwards and Gilles Gagnon. On November 2, 2022, Dennis Turpin replaced Gilles Gagnon as a member of the Strategic

Committee. The Strategic Committee was dissolved on June 3, 2024 following the completion of the Arrangement. Ms. Egbert, Mr. Edwards

and Mr. Turpin each received $32,500 in fees in connection with their work with the Special Committee in 2024.

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, 2024:

Compensation of Outside Directors

table below summarizes the total compensation paid to our Outside Directors during the financial year ended December 31, 2024 (all amounts

are expressed in U.S. dollars). All amounts in the table below reflect the compensation earned by the Outside Directors in respect of

their capacities as directors of (a) Aeterna Zentaris Inc. prior to the completion of the Arrangement, and (b) of COSCIENS Biopharma

Inc. following completion of the Arrangement, and do not reflect compensation paid by Ceapro to such individuals in such individuals'

capacities with Ceapro prior to the completion of the Arrangement. For more details on amounts paid by Ceapro prior to the completion

of the Arrangement to certain directors, refer to the Corporation's Annual Report on Form 20-F in respect of the year ended December

31, 2024 (the "Annual Report"), available on the Corporation's profile on EDGAR at www.sec.gov. Our Outside

Directors are generally paid in their home currency. Mr. Miller, Mr. Turpin, Ms. Foster, and Mr. Labb were paid in Canadian dollars.

Ms. Egbert, Mr. Edwards and Mr. Li were paid in U.S. dollars. Mr. Kosciessa was paid in Euros.

In respect of our financial year ended December 31, 2024, we paid an aggregate amount of $554,802 in fees 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 2024. Ms. Egbert, Mr. Edwards and Mr. Turpin each received $32,500 in fees in connection with their

work with the Special Committee in 2024.

Amounts shown represent the value of the DSUs on the grant date ($6.32). 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. Peter G. Edwards ceased to be a director on July 16, 2024.

Ms. Carolyn Egbert ceased to be a director on October 8, 2024.

Mr. Pierre Labb joined the Board on October 1, 2024.

Mr. Dennis Turpin ceased to be a director on October 1, 2024.

of Executive Officers

following is disclosure of information related to the compensation that we paid to our named executive officers ("Named Executive

Officers") during 2024. For 2024, our Named Executive Officers were as follows:

2024, until its dissolution on June 3, 2024, the former NGCC carried out the duties described below. Then, until it was dissolved along

with the former NGC on November 6, 2024, the former HRCC carried out the duties described below. The duties below are now carried out

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

for, among other matters: (i) making recommendations to the Board with respect directors' compensation; (ii) 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;

and (iii) assisting the Board in discharging its responsibilities relating to the recruitment, retention, development, assessment, compensation