Exhibit 10.18


 





CONSULTING AGREEMENT


THIS AGREEMENT made with effect
from the 1st day of January, 2015 (the “Effective Date”).


BETWEEN:


Scott Praill


(the “Consultant”)


AND:


DEL MAR PHARMACEUTICALS
(BC) LTD., with a registered address of Suite 720 – 999 West Broadway, Vancouver, British Columbia, Canada, V5Z 1K5;


(the “Company”)


WHEREAS:


A.                                         
The Company has agreed to engage the Consultant to provide the Services and the Consultant has agreed to provide such Services,
in accordance with the terms and conditions contained herein;


B.                                         
The Consultant is an independent contractor and is not an employee of or partner or joint venturer with the Company;


C.                                         
The Company has also requested that the Consultant enter into this Agreement in order to protect the proprietary interests
of the Company and the Consultant has agreed to do so, to specify the obligations that the Consultant has agreed to accept as a
condition of the Consultant being engaged to provide the Services;


NOW THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the premises, the mutual covenants and agreements set forth in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties), the parties hereby agree as
follows:


ARTICLE
1

DEFINITIONS AND INTERPRETATION


		1.1	Definitions



In this Agreement, the following words
and expressions have the following meanings unless the context otherwise requires:


		(a)	“Agreement”means this consulting agreement and schedules attached to this consulting
agreement, as amended or supplemented from time to time.



		(b)	“Business” means the business of discovering and commercially developing, manufacturing,
distributing, marketing and selling the Products.



		(c)	“Competitive Business” means any firm, company or business that is in the business
of discovering and commercially developing, manufacturing, distributing, marketing and selling products that are substantially
similar to any of the Products.



		(d)	“Confidential Information” means trade secrets and other information, in whatever
form or media, in the possession of the Company and owned by the Company or by any of its suppliers, distributors, customers or
other business partners (collectively, the “Associates”), which is not generally known to the public and has been specifically
identified as confidential or proprietary by the Company or the Associate from whom the Company has obtained its rights, or its
nature is such that it would generally be considered confidential in the industry in which the Company operates, or which the Company
is obligated to treat as confidential or proprietary.



Confidential Information includes,
without limitation, the following: (i) the Products and confidential or proprietary facts, data, techniques, materials and other
information related to the Products or the Business of the Company; (ii) all Developments; (iii) information regarding the Company’s
business operations, methods and practices, including market strategies, product pricing, margins and hourly rates for staff and
information regarding the financial, legal and corporate affairs of the Company; (iv) the names of the Company’s Associates
and the nature of the Company’s relationships with such Associates; and (v) technical and business information of or regarding
the Company’s Associates.


 






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		(e)	“Developments” includes, without limitation, all:



		(i)	Products, software, documentation, research, data, designs, reports, flowcharts, trade-marks, specifications
and source code listings, and any related works, including any enhancements, modifications or additions to the Products owned,
marketed or used by the Company;



		(ii)	copyrightable works of authorship including, without limitation, any technical descriptions for
Products, user guides, illustrations and advertising materials; and



		(iii)	inventions, devices, integrated circuit topographies, discoveries, concepts, ideas, algorithms,
formulae, know-how, processes, techniques, systems, methods, operating capabilities and improvements, whether patentable or not,
developed, created, generated or reduced to practice by the Consultant, alone or jointly with others, during the consulting relationship,
which result from the consulting relationship or which result from the use of the premises or property (including equipment, supplies
or Confidential Information) owned, leased or licensed by the Company or which reasonably relate to the Business of the Company



		(f)	“Person” means any individual, partnership, limited partnership, joint venture,
syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee,
executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency or
entity however designated or constituted.



		(g)	“Products” means (i) therapies, approaches, screening methodologies, diagnostic
assays and therapeutic molecules for treating disease using VAL-083; and (ii) any other products that the Company discovers, researches
or develops during the consulting relationship.



		(h)	“Services”means the services set out on Schedule “A” to this Agreement,
or on any replacement thereof initialled by the parties.



		1.2	Entire Agreement



This Agreement supersedes all previous
invitations, proposals, letters, correspondence, negotiations, promises, agreements, covenants, conditions, representations and
warranties with respect to the subject matter of this Agreement. There is no representation, warranty, collateral term or condition
affecting this Agreement for which any party can be held responsible in any way, other than as expressed in writing in this Agreement.


		1.3	Amendments



No change or modification of this Agreement
will be valid unless it is in writing and signed by each party to this Agreement.


		1.4	Invalidity of Particular Provision



It is intended that all of the provisions
of this Agreement will be fully binding and effective between the parties. In the event that any particular provision or provisions
or a part of one or more is found to be void, voidable or unenforceable for any reason whatsoever, then the particular provision
or provisions or part of the provision will be deemed severed from the remainder of this Agreement. The other provisions of this
Agreement will not be affected by the severance and will remain in full force and effect.


		1.5	Governing Law



This Agreement will be governed by and
construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable in such Province.






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ARTICLE
2 


ENGAGEMENT


		2.1	Engagement



The Company hereby engages the Consultant
to provide the Services to the Company, and the Consultant hereby covenants and agrees to provide such Services to the Company,
subject to the terms and conditions of this Agreement. In providing the Services to the Company, the Consultant will report to
the Chief Executive Officer, or their designee and:


		(a)	act honestly and in good faith in what the Consultant reasonably believes to be in the best interests
of the Company;



		(b)	exercise the degree of care, diligence and skill that a reasonably prudent Consultant would exercise
in comparable circumstances; and



		(c)	generally use his/her best efforts to promote the business and interests of the Company.



		2.2	Business of the Company



The Consultant will not, during the consulting
relationship, engage in any business, enterprise or activity that is contrary to or detracts from the due performance of the Business
of the Company.


		2.3	Devotion of Time



While providing the Services, the Consultant
will give the Company the full benefit of his/her knowledge, expertise and ingenuity.


		2.4	Compensation



In recognition of the Consultant’s services to
the Company during the term of this Agreement, the Company shall pay the Consultant USD $12,500 per month (the “Fee”)
payable upon delivery of Consultant’s invoice detailing charges on or before the 3rd business day following the
month the Services are rendered during the Term.


Consultant Not Employee


The parties agree that the Consultant
is not an employee of the Company and, as such, there will be no deductions for any statutory withholdings such as income tax,
Canada Pension Plan, Unemployment Insurance or Worker’s Compensation.


		2.5	Payment



The Fee and Expenses shall be due upon
receipt and approval of the Consultant’s invoice by the Company. Payment of the Fee and Expenses shall be made by cheque
in Canadian funds. The Consultant may request that payment be made by wire transfer, provided however, that the additional fees
associated with wire transfer shall be deducted from the Fee and Expenses due.


		2.6	No Withholding



Consultant shall have full responsibility
for applicable withholding taxes for all compensation paid to Consultant, its partners, or its employees under this Agreement,
and for compliance with all labor and employment requirements with respect to Consultant’s business organization, including
CA state worker’s compensation insurance coverage requirements. Consultant agrees to indemnify, defend and hold the Company
harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment
requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities
with respect to any compensation paid to Consultant or its employees.


		2.7	No Participation in Plans



The Consultant shall have no entitlement
to participate in any medical, dental, extended health or group life insurance plans of the Company, in the event that such plans
are put in place by the Company.


		2.8	No Partnership



This Agreement will not be construed
as creating a partnership, joint venture or agency relationship between the parties or any other form of legal association that
would impose liability upon one party for any act or failure to act by the other party.






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 ARTICLE 3

CONFIDENTIAL INFORMATION


		3.1	General Obligation of Confidentiality



The Consultant acknowledges that the
Confidential Information consists entirely of trade secrets, confidential and proprietary information that is the exclusive property
of the Company or Associates from whom the Company has obtained its rights. The Consultant will treat the Confidential Information
in strict confidence and will not directly or indirectly, either during or subsequent to the consulting relationship, disclose,
allow access to, transmit or transfer the Confidential Information to a third party (other than the Company’s directors,
officers, bankers, legal and financial advisors in the ordinary course of business) unless otherwise required by law or by a regulatory
authority having jurisdiction over the Company, or except as previously approved in writing by the Company. The Consultant will
protect such Confidential Information from disclosure by exercising a standard of care as may reasonably be expected to preserve
its secret and confidential nature. The Consultant acknowledges and agrees that nothing contained in this Agreement will be construed
as an assignment to the Consultant of any right, title or interest in the Confidential Information. All right, title and interest
relating to the Confidential Information is expressly reserved by the Company and the Associates from whom the Company has obtained
its rights. All documents containing Confidential Information are the property of the Company. Without limiting the generality
of the foregoing, the Consultant hereby transfers to the Company the property rights in all documents that now or hereafter may
contain the Confidential Information.


		3.2	Use of Confidential Information



Subject to section 2.1, the Consultant
agrees that at all times during and subsequent to the Consultant’s consulting relationship with the Company, the Consultant
will not use any of the Confidential Information in any manner except as reasonably required for the Consultant to provide the
Services. Without limiting the generality of the foregoing, the Consultant agrees that at all times during and subsequent to the
consulting relationship, the Consultant will not use or take advantage of the Confidential Information for creating, maintaining
or marketing, or aiding in the creation, maintenance or marketing, of any product that is competitive with any of the Products.


		3.3	Prohibition on Copying



The Consultant will not copy or reproduce
the Confidential Information except in the course of his consulting relationship with and for the benefit of the Company or with
the written approval of the Company. All such copies remain the property of the Company.


		3.4	Exceptions



Any obligations specified in this Article
will not apply to the following:


		(a)	any information that is possessed by the Consultant prior to receipt from the Company, other than
through prior disclosure by the Company, as evidenced by the Consultant’s business records;



		(b)	any information that is published or available to the general public, other than through a breach
of this Agreement or another agreement of confidentiality with the Company;



		(c)	any information that is obtained by the Consultant from a third party with a valid right to disclose
it, provided that the third party is not, directly or indirectly, under an obligation of confidentiality to the Company;



		(d)	any information that is disclosed by the Consultant with the prior written approval of the Company;
or



		(e)	any information that is required to be disclosed by operation of law or the requirement of a governmental
agency, provided that the Consultant will provide the Company with reasonable advance notice of any such proposed disclosure to
give the Company a reasonable period of time in which to object to such disclosure.







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		3.5	Injunctive Relief



The Consultant acknowledges that irreparable
harm may result to the Company if the Consultant breaches his obligations under this Article or under section 4.2. The Consultant
acknowledges that such a breach may not properly be compensated by an award of damages. Accordingly, the remedy for any such breach
may include, in addition to other available remedies and damages, injunctive relief or other equitable relief enjoining such breach
at the earliest possible date.


		3.6	Assignment



The Consultant agrees to make full disclosure
to the Company of each Development promptly after its creation. The Consultant hereby assigns and transfers to the Company, and
agrees that the Company will be the exclusive owner of, all of the Consultant’s right, title and interest in and to each
Development throughout the world, including all trade secrets, patent rights, copyrights and all other intellectual property rights
therein. The Consultant further agrees to cooperate fully at all times during and subsequent to the consulting relationship with
respect to signing further documents and doing such acts and other things reasonably requested by the Company, at the Company’s
expense, to confirm such transfer of ownership of rights, including intellectual property rights, effective at or after the time
the Development is created and to obtain patents or copyrights or other similar rights covering the Development. The Consultant
agrees that the obligations in this section will continue beyond the termination of the consulting relationship with respect to
any and all Developments created during the consulting relationship. For purposes of the copyright laws of the United States of
America, to the extent, if any, that such laws are applicable to any Confidential Information, it will be considered a work made
for hire and the Company will be considered the author thereof.


		3.7	Waiver



The Consultant agrees that the Company,
its assignees and their licensees are not required to designate the Consultant as the author of any Developments. The Consultant
hereby waives in whole all moral rights that he may have in the Developments, including the right to the integrity of the Developments,
the right to be associated with the Developments, the right to restrain or claim damages for any distortion, mutilation or other
modification of the Developments, and the right to restrain use or reproduction of the Developments in any context and in connection
with any product, service, cause or institution.


ARTICLE
4 


RESTRICTIONS


		4.1	Confidential Information of Others



The
Consultant hereby represents and warrants to the Company that neither the execution nor the delivery of this Agreement will
constitute or result in the breach of or default under any terms, provisions or conditions of, or conflict with or violate any
contract to which the Consultant is a party or is subject to or by which the Consultant is bound or from which the Consultant derives
benefit. The Consultant covenants that he will not improperly use or disclose any confidential or proprietary information of his
former or current employers, partners, principals, co-venturers or customers and that the Consultant will not bring onto the Company’s
premises any unpublished documents or any property belonging to any such persons or entities unless such persons or entities have
given their consent. In addition, the Consultant will not violate any non-disclosure or proprietary rights agreement that the Consultant
has signed with any person or entity prior to his execution of this Agreement, or knowingly infringe the intellectual property
rights of any third party while a consultant of the Company.


		4.2	Restrictions



The Consultant agrees
to comply with all of the restrictions set forth below:


		(a)	Except as set forth in Article 2 and Article 3 above, nothing in this Agreement shall
be deemed to restrict in any way the rights of the Consultant, to conduct any other business or activity whatsoever, and the Consultant
shall not be accountable to the Company with respect to that business or activity even if the business or activity is related to
a Competitive Business, provided however; that the during the Term of this Agreement, the Consultant shall promptly disclose to
the Company any such activities that would reasonably be considered conflicts of interest, including but not limited to corporate
or institutional affiliations wherein the Consultant is an officer, partner, member, manager, a member of an advisory board, a
member of the Board of Directors, or is engaged as an employee, advisor, research, educator or consultant (whether formally, informally,
by contract or otherwise). The Company shall not have any right, by virtue of this Agreement, to share or participate in any other
investments or activities of the Consultant.



 


 






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		(b)	at all times during the consulting relationship and for a period of six months after the termination
of the consulting relationship in accordance with this Agreement (regardless of which party terminates the consulting relationship
and regardless of the reason for such termination, if any), the Consultant will not, either directly or indirectly, on his own
behalf or on behalf of others, solicit, divert or appropriate or attempt to solicit, divert or appropriate to any Competitive Business,
any business or actively sought prospective business of the Company or any customers with whom the Company has current agreements
relating to the Business of the Company, or with whom the Consultant has dealt, or with whom the Consultant has supervised negotiations
or business relations, or about whom the Consultant has acquired Confidential Information in the course of the consulting relationship;



		(c)	at all times during the consulting relationship and for a period of one year after the termination
of the consulting relationship in accordance with this Agreement (regardless of which party terminates the consulting relationship
and regardless of the reason for such termination, if any), the Consultant will not, either directly or indirectly, on his own
behalf or on behalf of others, solicit, divert or hire away, or attempt to solicit, divert, or hire away, any person employed by
the Company or persuade or attempt to persuade any such individual to terminate his or her employment with the Company; and



		(d)	at all times during the consulting relationship and thereafter, the Consultant will not directly
or indirectly impair or seek to impair any relationships that the Company has with its employees, consultants, customers, suppliers,
agents or other parties with which the Company does business or has contractual relations.



ARTICLE 5

TERM and TERMINATION


5.1                                     
Term


The term of this agreement will until
December 31, 2013, unless extended by mutual agreement of the parties.


5.2                                     
Termination by Consultant


The Consultant may, at any time, give
30 days’ advance written notice to the Company of his intention to terminate this Agreement and on the expiration of such
period this Agreement will be terminated. Such notice may expire on any day of the month and any fees payable hereunder will be
proportioned to the date of such termination. The parties hereby agree that in order to protect the Company’s proprietary
interests, the Company may, in its sole discretion, waive its right to receive advance written notice from the Consultant and end
this Agreement immediately.


5.3                                     
Termination by Company


The Company may, at any time in its sole
discretion, terminate this Agreement without advance notice by delivering written notice to the Consultant accompanied by the funds
required to exercise the Company’s Repurchase Right in effect at the time of such Termination.


5.4                                     
Return of Property


Upon termination of this Agreement, the
Consultant will return to the Company all Company property including all written information, tapes, discs or memory devices and
copies thereof, and any other material on any medium in the Consultant’s possession or control pertaining to the consulting
relationship, without retaining any copies or records of any Confidential Information whatsoever..






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 ARTICLE 6

GENERAL


6.1                                     
Arbitration


All disputes arising out of or in connection
with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, will be referred
to and finally resolved by arbitration under the Rules of the British Columbia International Commercial Arbitration Centre. The
appointing authorities will be the British Columbia International Commercial Arbitration Centre. The case will be administered
by the British Columbia International Commercial Arbitration Centre in accordance with its “Procedures for Cases Under the
BCICAC Rules”. The place of arbitration will be Vancouver, British Columbia, Canada.


6.2                                     
Notices


Any notice, direction, request or other
communication required or contemplated by any provision of this Agreement will be given in writing and will be given by delivering
or faxing same to the Company or the Consultant, as the case may be, as follows:


		(a)	To the Consultant at:



c/o Suite 720 - 999 West Broadway, Vancouver, British Columbia,
Canada, V5Z 1K5


Fax No.:(604) 608-5685





		(b)	To the Company at:








c/o Suite 720 – 999 West Broadway, Vancouver, British
Columbia, Canada, V5Z 1K5


Attention: Jeffrey Bacha, Chief Executive Officer


Fax No.:(604) 608-5685


Any such notice, direction, request or
other communication will be deemed to have been given or made on the date on which it was delivered or, in the case of fax, on
the next business day after receipt of transmission. Either party may change its fax number or address for service from time to
time by notice in accordance with the foregoing.


6.3                                     
Waiver


No failure or delay on the part of any
party in exercising any power or right under this Agreement will operate as a waiver of such power or right, nor will any single
or partial exercise of any such right or power preclude any further or other exercise of such right or power under this Agreement.
No modification or waiver of any provision of this Agreement and no consent to any departure by any party from any provision of
this Agreement will be effective unless it is in writing. Any such waiver or consent will be effective only in the specific instance
and for the specific purpose for which it was given. No notice to or demand on any party in any circumstances will entitle such
party to any other or further notice or demand in similar or other circumstances.


		6.4	Enurement



This Agreement will enure to the benefit
of and be binding on the parties and their respective heirs, executors, administrators, successors and assigns.


6.5Survival


The provisions of Articles 1, 3 and 5
and of sections 2.4 and 4.2 of this Agreement will survive the termination of this Agreement and the consulting relationship.


 



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


Del Mar Pharmaceuticals (BC) Ltd.


Per:


 


 


/s/ John Bell

John Bell, Director


DelMar Pharmaceuticals, Inc., parent company
to Del Mar Pharmaceuticals (BC) Ltd.


 


 


/s/ Scott Praill

Scott Praill






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Schedule “A” -
Services


		·	Acting as the Company’s Chief Financial Officer;



		·	Assisting the Company to prepare for and respond to investor due diligence inquiries; and



		·	Other Services as the Company may reasonably request.



 


 


 


 


 


 


Company: /s/ John Bell


Consultant:/s/ Scott Praill


Date: January 1, 2015


 


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