EXHIBIT 2

REPORT OF INDEPENDENT AUDITORS

TO THE SHAREHOLDERS OF
AETERNA LABORATORIES INC.

We have audited the consolidated balance sheets of AETERNA LABORATORIES INC. as
at December 31, 2003 and 2002 and the consolidated statements of operations,
deficit, other capital and cash flows for each of the years in the three-year
period ended December 31, 2003. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2003
and 2002 and the results of its operations and its cash flows for each of the
years in the three-year period ended December 31, 2003 in accordance with
Canadian generally accepted accounting principles.


/s/ PricewaterhouseCoopers LLP



CHARTERED ACCOUNTANTS

Quebec, Quebec, Canada
February 25, 2004, except as to note 25 which is as of March 3, 2004



COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S. REPORTING DIFFERENCES

In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when
there are changes in accounting principles that have a material effect on the
comparability of the Company's financial statements, such as the changes
described in note 3 to the consolidated financial statements. Our report to the
Shareholders dated February 25, 2004, except as to note 25 which is as of March
3, 2004 is expressed in accordance with Canadian reporting standards which do
not require a reference to such changes in accounting principles in the
auditors' report when the changes are properly accounted for and adequately
disclosed in the financial statements.


/s/ PricewaterhouseCoopers LLP


CHARTERED ACCOUNTANTS

Quebec, Quebec, Canada
February 25, 2004, except as to note 25 which is as of March 3, 2004