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






- 1 - 

2nd AMENDMENT 

  CONSULTING AGREEMENT

                    THIS
AMENDED CONSULTING AGREEMENT (the “Agreement”) is made as of the 2nd
day of January, 2010 (the “Effective Date”). 

BETWEEN: 

ANAVEX LIFE SCIENCES CORP.
A
Nevada State Corporation with an office at 27 Marathonos Ave., Athens Greece.


(hereinafter the
“Company”)            
   OF THE FIRST PART 

AND 

Dr. Cameron Durrant (doing business as
PHYS PHARMA LLC. 
A New Jersey LLC with a mailing address of PO Box
423, Califon, NJ, 07830, USA)

(Hereinafter the
“Consultant”)       
     OF THE SECOND PART represented by Dr. Cameron
Durrant 

(Hereinafter the
“Consultant”).     
      OF THE SECOND PART 

W I T N E S S E T H:

                    WHEREAS
the Company and the Consultant entered into an Agreement dated May 20th, 2008,
amended May 14th, 2009 and desire to amend the terms of the Agreement


                    WHEREAS
the Consultant has developed considerable expertise in the field of Corporate
and Strategic Business Development; 

                    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: 




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1.0        Consulting
Services

The Company hereby retains the services of the Consultant as
its Executive Chairman commencing as of the Effective Date for the “Term of
Agreement” (as herein defined below). In this capacity, Consultant shall (i)
devote necessary business time required to perform the services, (ii) devote his
best efforts, skill, and energies to promote and advance the business and/or
interest of the Company, and (iii) perform faithfully the duties assigned to him
according to certain objectives to be decided by the Executive and the Board.


2.0        Term

	 	2.1 	
      The term of this Agreement shall be for a period of two
      (2) years, commencing on the 2nd day of January, 2010 and, subject to the
      termination provisions contained herein, shall terminate on the 1st day of
      January, 2012. 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.



3.0        Consultant’s
  Obligations

	 	3.1 	
      The Consultant agrees that during the term of this
      Agreement, he shall:

	 	 	 	 
	 		a) 	
      provide such of the Consulting Services to the Company in
      the manner as the Company and the consultant may reasonably agree from
      time to time in writing;

	 	 	 	 
	 		b) 	
      use such of his effort, skill, attention and resources to
      properly render the Consulting Services to the company;

	 	 	 	 
	 		c) 	
      subject to the terms herein, provide materials relating
      to the Company’s business to persons requesting information about the
      Company in a manner consistent with the provisions of the Consulting
      Services;

	 	 	 	 
	 		d) 	
      Provide the Consulting Services on a basis which does not
      impair the activities and business interests of the Company;

	 	 	 	 
	 		e) 	
      Perform the Consulting Services in accordance with all
      applicable laws, including but not limited to, applicable securities rules
      and regulations and the rules and policies of any stock exchange or stock
      quotation service on which the Company’s securities are traded or
      quoted.

	 	 	 	 
	 	3.2 	
      The Company acknowledges that it is aware the Consultant
      has outside business activities, duties and financial interests. The
      Company agrees that the performance by the Consultant of such activities
      and duties and involvement in such financial interest shall not be
      construed as a conflict of interest of the Consultant’s obligations set
      out in this Agreement.

	 	 	 	 
	 	3.3 	
      In the course of providing the Consulting Services
      hereunder, the Consultant shall be entitled to rely upon information
      received from the Company, and will so disclose this fact in all
      communications.







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4.0        Company’s
  Obligations

	 	4.1 	
      The Company hereby agrees that during the term of this
      Agreement is shall provide, at the expense of the Company, the Consultant
      with such information, resources, financial record, document, product
      information and materials relating to the Company’s business as reasonably
      requested from time to time by the Consultant, and which the Company is
      willing to disclose and provide, in order for the Consultant to provide
      the Consulting Services in the manner contemplated by this
    Agreement.



5.0       
Compensation

	 	5.1 	In full
consideration of the Consultant's Services hereunder, the Company agrees to
compensate the Consultant as follows: 






	 	a) 	
      Pay the Consultant a monthly fee of $25,000, paid every
      month, effective which equates to $300,000 base over the course of 1 year.
      This base amount will be paid gross every calendar month and the
      Consultant will be responsible for all state and federal withholdings, his
      own medical/dental insurance, disability and life insurance. The monthly
      fee is to be paid by check or electronic transfer to Consultant at end of
      each calendar month commencing with first payment February 1,
  2010.

	 	 	 
	 	b) 	
      As per prior Consulting Agreement, Company has issued
      400,000 common stock options of the Company at an exercise price of $2.50
      per share. 200,000 options have vested upon execution of the 1st
      . Amended Agreement of May 14, 2009 with 50,000 options vested on
      August 14, 2009, 50,000 options vested on November 14, 2009. The remaining
      100,000 options vest as two blocks of 50,000 on February 14, 2010 and
      50,000 on May 14, 2010

	 	 	 
	 	c) 	
      Previously, Company has issued 400,000 common stock
      options of the Company at an exercise price of $5.25 per share, vesting
      quarterly at 100,000 per quarter, with a term of three (3)
years.

	 	 	 
	 	d) 	
      Pay the Consultant a 4% finders bonus on up to the first
      $100 million and a 2% finders bonus on any amounts that exceed $100
      million of any funding (joint-venture, licensing, and/or drug development
      funding) secured from non-investment banking enterprises as a direct
      result of introduction and closing by the Consultant. Payment due upon
      receipt of cash milestone payments to the Company.



6.0       
Consideration 

6.1        In the event of 7.1
or 7.2 as below the Consultant shall have sixty (60) days to exercise any vested
options. Any options not exercised within sixty (60) days shall become void and
of no further effect. All non-vested options and unearned shares at the time of
termination or death shall become immediately void and of no further effect. All
vested options will transfer to Consultants wife or other remaining family
members upon Consultants’ death if within term of this Agreement. 




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7.0        Termination

	 	7.1 	
      Either party may at any time after the commencement date
      of this Agreement, terminate this Agreement by providing the other party
      with at least thirty (30) days written notice.

	 	 	 
	 	7.2 	
      Either party may terminate this Agreement at any time
      with thirty (30) days notice to the other party if the other party becomes
      insolvent or commences proceedings or any proceedings are commenced
      against it under any bankruptcy, insolvency or creditor protector
      legislation or the other party does not remedy any breach of this
      Agreement within the time period allowed for in writing for the remedy of
      any such breach.

	 	 	 
	 	7.3 	
      Upon termination of this Agreement, Consultant shall
      return to the Company all material that is the property of the
    Company.



8.0        General Terms

	 	8.1 	
      Any notice required or permitted to be given hereunder
      shall be given by hand delivery, facsimile transmission or by registered
      mail, postage prepaid, addressed to the parties at their respective
      addresses as set forth in this Agreement and any such notices given by
      hand delivery or by facsimile transmission shall be deemed to have been
      received on the date of delivery of transmission. Confirmed opening and
      receipt of email shall be deemed to be equivalent.

	 	 	 
	 	8.2 	
      The provisions of this Agreement shall insure to the
      benefit of and be binding upon the Company and the Consultant and their
      respective successors and assigns. This Agreement shall not be assignable
      by either party without the prior written consent of the other
    party.

	 	 	 
	 	8.3 	
      This Agreement constitutes the entire agreement between
      the parties hereto pertaining to the subject matter hereof and supersedes
      all prior and contemporaneous agreements, understanding, negotiations and
      discussions, whether oral or written of the parties hereto in connection
      with the subject matter hereof. No supplement, modification, waiver or
      termination of this Agreement shall be binding, unless executed in writing
      by the parties to be bound thereby.



9.0        Issues Stock 

All stock issued to the Consultant under the terms of the
original Agreement will be returned to the Company and returned to treasury.





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

COMPANY: 

Anavex Life Sciences Corp. 

 

By:
_______________________________
       Harvey
Lalach, President

 

CONSULTANT: 

Phys Pharma LLC 

 

By:
_______________________________
       Cameron
Durrant, Owner