terna Zentaris to Raise US$10 Million from Institutional Investors at US$1.88 Per Share Quebec City, Canada

terna Zentaris to Raise US$10 Million

from Institutional Investors at US$1.88 Per Share

Quebec City, Canada, June 19, 2009 terna Zentaris Inc. (NASDAQ: AEZS; TSX: AEZ), a global

biopharmaceutical company focused on endocrine therapy and oncology, announced today that it has

received commitments to purchase US$10 million of units comprised of common shares and common share

purchase warrants in a registered direct offering. terna Zentaris expects to receive net proceeds

of approximately US$9.25 million after deducting placement agent fees and other offering expenses.

Under the terms of a Securities Purchase Agreement, the Company will sell to such institutional

investors an aggregate of 5,319,149 common shares of its capital at a price of US$1.88 per share

and issue warrants to acquire an aggregate of 1,861,702 common shares at an exercise price of

The warrants to purchase additional common shares of terna Zentaris will be exercisable beginning

three months after issuance and will expire 30 months after issuance. All of the common shares and

warrants were offered pursuant to an effective shelf registration statement. Proceeds from the

transaction will be used for general corporate purposes, including clinical development of our

leading oncology and endocrinology compounds. The offering is expected to be consummated no later

than June 24, 2009, subject to customary closing conditions.

Rodman Renshaw, LLC, a subsidiary of Rodman Renshaw Capital Group, Inc., (Nasdaq: RODM), acted

as the exclusive placement agent for the transaction. The placement

agent will receive thirty-month warrants, exercisable beginning six

months after issuance, to purchase 287,234 common shares

at US$2.35 per share.

In connection with the offering, the Company will file a prospectus supplement to its existing base

shelf prospectus with the Canadian securities regulatory authorities and with the Securities and

Exchange Commission. Copies of the prospectus supplement and accompanying prospectus may be

obtained directly from the Company or by contacting terna Zentaris Inc., 1405 du

Parc-Technologique Boulevard, Quebec City, Canada G1P 4P5.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any

securities nor shall there be any sale of such securities in any jurisdiction in which such offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities

laws of any such jurisdiction. This offering is being made by means of a prospectus supplement to

the Company s existing base prospectus that is part of its shelf registration statement previously

filed with and declared effective by the Securities and Exchange Commission.

About terna Zentaris Inc.

terna Zentaris Inc. is a global biopharmaceutical company focused on endocrine therapy and

oncology, with proven expertise in drug discovery, development and commercialization. News releases

and additional information are available at www.aezsinc.com.

Forward-Looking Statements

This press release contains forward-looking statements made pursuant to the safe harbor provisions

of the U.S. Securities Litigation Reform Act of 1995. Forward-looking statements involve known and

unknown risks and uncertainties, which could cause the Company s actual results to differ

from those in the forward-looking statements. Such risks and uncertainties include, among others,

the availability of funds and resources to pursue R D projects, the successful and timely

completion of clinical studies, the ability of the Company to take advantage of business

opportunities in the pharmaceutical industry, uncertainties related to the regulatory process and

general changes in economic conditions. Investors should consult the Company s quarterly and annual

filings with the Canadian and U.S. securities commissions for additional information on risks and

uncertainties relating to the forward-looking statements. Investors are cautioned not to rely on

these forward-looking statements. The Company does not undertake to update these forward-looking

statements. We disclaim any obligation to update any such factors or to publicly announce the

result of any revisions to any of the forward-looking statements contained herein to reflect future

results, events or developments except if we are requested by a governmental authority or