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  Norton
  Rose Fulbright US LLP

  1301
  Avenue of the Americas

  New
  York, NY 10019-6022 United States

  Direct
  line +1 212-318-3151

  Scott.Saks@nortonrosefulbright.com

  Tel
  +1 212 318 3000

  Fax
  +1 212 408 5100

  nortonrosefulbright.com

April
29, 2024

FILED
VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

  Attention:
  Jessica Dickerson

  Chris Edwards

 Re: Aeterna
                                            Zentaris Inc.

    Amendment
                                            No. 1 to Registration Statement on

    Form
                                            F-1 (File No. 333-277115)

    Filed
                                            April 29, 2024

Ladies
and Gentlemen:

On
behalf of Aeterna Zentaris Inc. (the “Company”), we are responding to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) conveyed in the Staff’s Comment Letter, dated
February 27, 2024 (the “Comment Letter”), with respect to the Company’s Registration Statement on Form F-1 (the
“Registration Statement”) filed with the Commission by the Company via EDGAR on February 15, 2024. In connection with
this response letter to the Comment Letter (the “Response Letter”), the Company has filed with the Commission via
EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which has been revised to reflect the Company’s
responses to the Staff comments.

For
ease of review, we have set forth the Staff’s comments below in bold italics type followed by the Company’s responses thereto.
Page references in the Staff’s comment are to the page numbers contained in the Comment Letter. Page references in the Company’s
response below correspond to the page numbers in Amendment No. 1.

Information
Concerning Ceapro

Executive
Compensation Statement, page 113

1. Please
                                            revise your registration statement to include executive compensation disclosure for the fiscal
                                            year ended December 31, 2023. In addition to the updated disclosures for Ceapro, Inc., your
                                            registration statement should also include updated executive compensation disclosure for
                                            the Company. Refer to Part I, Item 4.a of Form F-1 and Part I, Item 6.B of Form 20-F.

Response:
The Company respectfully acknowledges and has complied with the Staff’s comment by revising the Registration Statement in Amendment
No. 1 to include updated executive compensation disclosure for Ceapro for the fiscal year ended December 31, 2023 under the heading “Information
Concerning Ceapro—Executive Compensation Statement” beginning on page 110 of Amendment No. 1. The Company has also included
updated executive compensation disclosure for the Company in its Annual Report on Form 20-F for the year ended December 31, 2023 (the
“Form 20-F”) filed with the Commission on March 27, 2024, which is incorporated by reference into the Registration
Statement in Amendment No. 1. See Part I, Item 6.B “Directors, Senior Management and Employees—Compensation” beginning
on page 74 of the Form 20-F. See also the second, third and fourth paragraphs under the heading “About This Prospectus” on
page 1 of Amendment No. 1 and the section entitled “Documents Incorporated By Reference” on page 156 of Amendment No. 1.

United
States Securities and Exchange Commission

April
29, 2024

Page
2

Documents
Incorporated by Reference, page 159

  2.
  It appears that you
  are not eligible to incorporate by reference into your Form F-1, given that you have not filed your annual report for your most recently
  completed fiscal year. Please revise your registration statement to provide all disclosure required by Form F-1. Refer to General Instruction
  VI.C to Form F-1.

Response:
The Company respectfully acknowledges the Staff’s comment. As discussed in a telephone call with Ms. Dickerson of the Staff,
the Company has complied with the Staff’s comment by filing the Form 20-F for the year ended December 31, 2023, the Company’s
most recently completed fiscal year, with the Commission on March 27, 2024, which it has incorporated by reference into the Registration
Statement in Amendment No. 1. See the second, third and fourth paragraphs under the heading “About This Prospectus” on page
1 of Amendment No. 1 and the section entitled “Documents Incorporated By Reference” on page 156 of Amendment No. 1.

*
*       *

We
hope that the foregoing response and corresponding revisions contained in the Amendment No. 1 are responsive to the Staff’s comments.
Please do not hesitate to contact the undersigned, Scott R. Saks, of Norton Rose Fulbright US LLP, counsel to the Company, at (212) 318-3151
or at scott.saks@nortonrosefulbright.com, or my colleague, Juan Felipe Velasquez, at (713) 651-5637 or at juan.felipe.velasquez@nortonrosefulbright.com
with any questions or comments or if it would otherwise expedite the Staff’s review as the Company would like to request effectiveness
of the Registration Statement in order to complete its Plan of Arrangement with Ceapro, Inc. as early as possible in May 2024.

    Very
    Truly Yours

    /s/
    Scott R. Saks

    Scott
    R. Saks

cc: Klaus
                                            Paulini, PhD (Aeterna Zentaris Inc.)

  Giuliano
                                            La Fratta (Aeterna Zentaris Inc.)

  Juan
                                            Felipe Velasquez (Norton Rose Fulbright US LLP)

  Thomas
                                            Rose (Troutman Pepper Hamilton Sanders LLP)

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