---

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminable number of additional common shares that may become issuable pursuant to terms designed to prevent dilution resulting from share splits, share dividends or similar events. In addition, all common shares of the Registrant carry rights to purchase additional common shares pursuant to the Shareholder Rights Plan Agreement between the Registrant and Computershare Trust Company of Canada. Such purchase rights are attached to and trade with the common shares. Value attributable to such rights, if any, is reflected in the market price of the common shares.

(2)	Represents common shares reserved for issuance upon the exercise of options previously granted under the Second Amended and Restated Stock Option Plan of Aeterna Zentaris Inc.

(3)

Calculated solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act of 1933, as amended. The proposed maximum aggregate offering price for common shares issuable upon the exercise of options previously granted under the Second Amended and Restated Stock Option Plan of Aeterna Zentaris Inc. consists of $3,118,628 payable in respect of 1,722,999 common shares subject to options at a weighted-average exercise price of $1.81 per share.

(4)	Represents common shares issuable upon the exercise of options issuable under the Second Amended and Restated Stock Option Plan of Aeterna Zentaris Inc.

(5)

Calculated solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act of 1933, as amended. The proposed maximum aggregate offering price for shares of common stock reserved for common shares issuable upon the exercise of options that may be granted under the Second Amended and Restated Stock Option Plan of Aeterna Zentaris Inc. consists of $3,762,999 payable in respect of 5,745,036 common shares, based on the average high and low prices of the Registrant’s common shares reported on The NASDAQ Capital Market on December 9, 2014.

---

ITEM 3.	Incorporation of Documents by Reference

(a)

our annual report on Form 20-F for the financial year ended December 31, 2013, and which includes our consolidated statements of financial position as at December 31, 2013 and December 31, 2012 and our consolidated statements of changes in shareholders’ equity (deficiency), comprehensive income (loss) and cash flows for the years ended December 31, 2013, 2012 and 2011 and management’s annual report on internal control over financial reporting set out on page 105 of our 2013 annual report on Form 20-F, together with the auditors’ report dated March 20, 2014 on our consolidated financial statements and effectiveness of internal control over financial reporting as at December 31, 2013; and our Management’s Discussion and Analysis included as “Item 5. - Operating and Financial Review and Prospects” in our Annual Report on Form 20-F;

(b)	our unaudited interim consolidated financial statements as at September 30, 2014 and for the three-month and nine-month periods ended September 30, 2014 and 2013 and Management’s Discussion and Analysis thereon, included as Exhibit 99.1 to our Report on Form 6-K furnished to the Commission on November 4, 2014;

(c)	our management information circular dated March 21, 2014 in connection with our annual meeting of shareholders held on May 9, 2014, included as Exhibit 99.1 to our Report on Form 6-K furnished to the Commission on March 21, 2014;

(d)	our material change report dated March 28, 2014 announcing the effectiveness of a $50 million shelf registration statement for an “at-the-market” Common Share Issuance Program, included as Exhibit 99.1 to our Report on Form 6-K furnished to the Commission on March 31, 2014;

(e)

our material change report dated November 7, 2014 announcing that we had received a Complete Response Letter (“CRL”) from the U.S. Food and Drug Administration (“FDA”) for our New Drug Application (“NDA”) for Macrilen™ (macimorelin), in which the FDA stated that it had determined that the NDA cannot be approved in its present form, included as Exhibit 99.2 to our Report on Form 6-K furnished to the Commission on November 7, 2014;

(f)	the description of the Registrant’s Common Shares contained in Item 10 of the Registrant’s annual report on Form 20-F for the financial year ended December 31, 2013, filed with the Commission on March 20, 2014, including any amendment or report filed for the purposes of updating such description; and

(g)	to the extent permitted by applicable securities law, any other documents which we elect to incorporate by reference into this registration statement.

---

ITEM 4.	Description of Securities

ITEM 5.	Interests of Named Experts and Counsel

ITEM 6.	Indemnification of Directors and Officers

---

ITEM 9.	Undertakings

(a)	The undersigned Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)	to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

---

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

---

---

---