Filed by sedaredgar.com - Anavex Life Sciences Corp. - Exhibit 10.4






STOCK OPTION AGREEMENT

          This Stock Option Agreement is made as of October 19, 2009 by
and between Anavex Life Sciences Corp. (the “Corporation”), and
Alexandre Vamvakides (the “Optionee”).

RECITALS

	 	A. 	
      The Corporation has adopted a Stock Option Plan to which
      Participants (as defined therein) may be granted options to purchase
      Common Shares (“Shares”) in the capital stock of the
Corporation.

	 	 	 
	 	B. 	
      The Optionee is a director, officer, full-time employee,
      or consultant of the Corporation and the Corporation has agreed to provide
      incentive to the Optionee the granting of an option to purchase
    Shares;



NOW THEREFORE, specifically incorporating these recitals
herein, it is agreed as follows: 

AGREEMENT

GRANT OF OPTIONS

     NUMBER OF SHARES. Subject to the
terms and conditions of this Agreement, the Corporation grants to Optionee,
Options to purchase from the Corporation five hundred thousand (500,000) shares
(the “Option Shares”).

     EXERCISE PRICE. Each Option Share
is exercisable at a price of US $2.50 per share (the “Option Price”).

     TERM. The Expiration Date for all
Options shall be October 19, 2013.

     VESTING. The Options granted
herein vest in accordance with the milestones set out below:

     100,000 per compound entered in
Phase II trial.

     CONDITIONS OF OPTION. The Options
may be exercised immediately upon vesting, subject to the terms and conditions
as set forth in this Agreement.




EXERCISE OF OPTION

     DATE EXERCISABLE. The Options
shall become exercisable by Optionee in accordance with the vesting terms as
above.

     MANNER OF EXERCISE OF OPTIONS AND
PAYMENT FOR COMMON STOCK. The Options may be exercised by the Optionee, in whole
or in part, by giving written notice to the Secretary of the Corporation,
setting forth the number of Shares with respect to which Options are being
exercised. The purchase price of the Option Shares upon exercise of the Options
by the Optionee shall be paid in full in cash.

     STOCK CERTIFICATES. Promptly
after any exercise in whole or in part of the Options by Optionee, the
Corporation shall deliver to Optionee a certificate or certificates for the
number of Shares with respect to which the Options were so exercised, registered
in Optionee’s name.

NONTRANSFERABILITY

RESTRICTION. The Options are not transferable by Optionee.

NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE

     Optionee shall not be deemed for
any purpose to be a shareholder of Corporation with respect to any shares
subject to the Options under this Agreement to which the Options shall not have
been exercised.

ADJUSTMENTS

     NO EFFECT ON CHANGES IN
CORPORATION’S CAPITAL STRUCTURE. The existence of the Options shall not affect
in any way the right or power of the Corporation or its shareholders to make or
authorize any adjustments, recapitalization, reorganization, or other changes in
the Corporation’s capital structure or its business, or any merger or
consolidation of the Corporation, or any issue of bonds, debentures, preferred
or preference stocks ahead of or affecting the Option Shares, or the dissolution
or liquidation of the Corporation, or any sale or transfer of all or any part of
its assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.




     ADJUSTMENT TO OPTION SHARES. The
Option Shares are subject to adjustment upon recapitalization, reclassification,
consolidation, merger, reorganization, stock dividend, reverse or forward stock
split and the like. If the Corporation shall be reorganized, consolidated or
merged with another corporation, Optionee shall be entitled to receive upon the
exercise of the Option the same number and kind of shares of stock or the same
amount of property, cash or securities as Optionee would have been entitled to
receive upon the happening of any such corporate event as if Optionee had been,
immediately prior to such event, the holder of the number of Shares covered by
the Option.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

	Anavex Life Sciences Corp. 	 
	 	 
	/s/ Harvey Lalach 	 
	Name: Harvey Lalach 	 
	Title: President 	 


The undersigned Optionee hereby acknowledges receipt of an
executed original of this Stock Option Agreement, accepts the Options granted
there under, and agrees to the terms and conditions thereof and the related
Employment Agreement.

	OPTIONEE 	 
	 	 
	/s/ Alexandre Vamvakides 	 
	Alexandre Vamvakides 	 






Anavex Life Sciences Corp.

NOTICE OF EXERCISE OF STOCK OPTION

The undersigned hereby exercises the Stock Options granted by
Anavex Life Sciences Corp. and seeks to purchase ________________shares of
Common Stock of the Corporation pursuant to said Options. The undersigned
understands that this exercise is subject to all the terms and provisions of the
Stock Option Agreement dated as of October 19, 2009.

Enclosed is a check in the sum of US $_______________in payment
for such shares.

	 
	 
	Signature of Optionee 
	 
	Date: __________________________________________