Anavex Life Sciences Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






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CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT
(the “Agreement”) is made as of the 10th day of October, 2011 (the
“Effective Date”), and is by and between Anavex Life Sciences Corp., a Nevada
State Corporation (hereinafter “Company”), and George Tidmarsh of California,
USA (Hereinafter “Consultant”).

W I T N E S S E T H:

     WHEREAS the Company wishes
to engage the services of the Consultant as Executive Director to the Company.


     AND WHEREAS Consultant
wishes to perform such services among others for and on behalf of the Company
and the Company desires to obtain and apply the expertise of the Consultant to
the Business of the Company.

     NOW THEREFORE THIS AGREEMENT
WITNESSES that for good and valuable consideration (the receipt of which is
hereby acknowledged by each of the parties hereto) the parties make the
arrangements and acknowledgements hereinafter set forth:

	1. 	
      Consulting Services - The Company hereby
      retains the services of the Consultant and the Consultant hereby agrees to
      provide the consulting services to the Company to benefit the Company and
      its determination and implementation of the Company's plans for its
      Business.

	 	 
	2. 	
      Term - This Agreement is effective as of
      the Effective Date and shall remain in force, for a period of 1 (one)
      year, subject to the termination provisions contained herein. This
      Agreement may be renewed for such subsequent term and with such amendments
      as may be mutually agreed to in writing from time to time by the Company
      and the Consultant.

	 	 
	3. 	
      Termination



     3.1
Either party may at any time terminate this Agreement by providing the other
party with at least thirty (30) days written notice.

     3.2 Upon
termination of this Agreement, Consultant shall return to the Company all
material that is the property of the Company. 

     3.3 Upon
termination the Consultant shall have 30 days to exercise any options that have
already vested. After 30 days any unexercised options shall become void and of
no further effect. All non-vested options at the time of termination or death
shall become immediately void and of no further effect.




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	4. 	Compensation - In full
      consideration of the Consultant's Services hereunder, the Company shall
      compensate the Consultant a fee as follows: 



	 	a. 	
      Pay to the Consultant a monthly fee of US$10,000 paid
      every month.

	 	b. 	
      500,000 Share purchase options subject to Schedule 1 as
      attached.

	 	c. 	
      Pay all reasonably documented expenditures that are
      incurred in the course of performing the services described herein on
      behalf of the Company.




	5. 	
      Non-Disclosure of Information -
      Consultant acknowledges that by virtue of his position he will be
      privy to Company’s confidential information and trade secrets, as they may
      exist from time to time, and that such confidential information and trade
      secrets may constitute valuable, special, and unique assets of Company
      (hereinafter collectively “Confidential Information”). Accordingly,
      Consultant shall not, during the Term and for a period of one (1) year
      thereafter, intentionally disclose all or any part of the Confidential
      Information to any person, firm, corporation, association or any other
      entity for any reason or purpose whatsoever, nor shall Consultant and any
      other person by, through or with Consultant, during the term and for a
      period of one (1) year thereafter, intentionally make use of any of the
      Confidential Information for any purpose or for the benefit of any other
      person or entity, other than Company, under any circumstances.

	 	 
	6. 	
      Insider Trading – Consultant has received
      the Insider Trading Policy of the Company and agrees to execute and abide
      by said Policy.



     IN WITNESS WHEREOF, each
of the parties hereto has executed as of the date first herein above
written.

COMPANY:

Anavex Life Sciences Corp.

	 By:	/s/ Harvey Lalach 	 
	 	Harvey Lalach 	 
	 	President 	 


CONSULTANT:

	/s/ George
      Tidmarsh 	 
	George Tidmarsh 	 






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SCHEDULE 1

STOCK OPTION AGREEMENT

     This Stock Option Agreement is
made as of October 11, 2011 by and between Anavex Life Sciences Corp. (the
“Corporation”), and George Tidmarsh (the “Optionee”).

RECITALS

     A. The Corporation and the
Optionee have entered into a Consulting Agreement dated as of October 10, 2011
(the “Consulting Agreement”) that provides for the grant of stock options to the
Optionee to purchase shares of the Corporation’s common stock (the “Shares”).
The stock options granted herein are being granted pursuant to the Consulting
Agreement. 

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 and the Consulting Agreement, the Corporation grants to Optionee,
Options to purchase from the Corporation five thousand (500,000) shares (the
“Option Shares”).

     EXERCISE PRICE. Each Option
Share is exercisable at a price of US $1.50 per share (the “Option
Price”).

     TERM. The Expiration Date for all
Options shall be October 10, 2016.

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

     125,000 options to vest October 10,
2012
     10,417 options to vest at the end of
every month starting October, 2012 through September,
2015.
     10,405 options to vest October 10,
2015

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




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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 name.

     NON-TRANSFERABILITY. 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. 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.




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

Anavex Life Sciences Corp.

	 	 
	Name: Harvey Lalach 	 
	Title: President 	 


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

OPTIONEE

	 	 
	George Tidmarsh 	 






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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 10, 2011 and of the Consulting
Agreement referred to therein.

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

	 	 
	Signature of Optionee 	 


 

	Date: 	 	 


 

 

	By: 		 
	 	George Tidmarsh