Anavex Life Sciences Corp. - Exhibit 10.2 - Filed by newsfilecorp.com






Independent Contractor Agreement 

THIS AGREEMENT made effective as of the 1st day of September,
2010. 

BETWEEN: 


  
    
      Anavex Life Sciences Corp, a Nevada corporation
        having an address for the conduct of business located at Suite 315A, 50
        Harrison street, Hoboken, NJ 07830 

      (the “Company”) 

    

  



AND: 


  
    
      David L. Tousley 

        14610 Pawnee Street 

        Leawood, Kansas 66224 

      (the “Contractor”) 

    

  



WHEREAS: 

	A. 	
      The Company is engaged in the business of drug discovery
      and development;

	 	 
	B. 	
      The Contractor has been providing services to the Company
      and wishes to continue to provide services pursuant to the terms of this
      Agreement; and

	 	 
	C. 	
      The Company wishes to hire the Contractor pursuant to the
      terms of this Agreement.



NOW THEREFORE in consideration of the mutual promises of the
parties hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by each of the
parties hereto, the parties hereby covenant and agree as follows: 

1.      DEFINITIONS

1.1    Definitions. For the purposes
of this Agreement, the following terms shall have the following meanings,
respectively: 

	 	(a) 	
      “Agreement” means this Agreement and all schedules
      and amendments hereto.

	 	 	 
	 	(b) 	
      “Approved Holder” means any person or group of
      persons acting in concert which as of the date of this Agreement hold,
      directly or indirectly, a sufficient number of the outstanding Voting
      Shares to affect materially the control of the
Company.







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	 	(c) 	
      “Board” means the Board of Directors of the
      Company.

	 	 	 
	 	(d) 	
      “Company” has the meaning attributed to it on Page
      1 of this Agreement.

	 	 	 
	 	(e) 	
      “Change of Control Event” means the occurrence of
      any one of the following events:




	 	(i) 	
      an acquisition, directly or indirectly, of Voting Shares,
      whether through one transaction or a number of transactions, by any person
      or group of persons acting in concert (other than an Approved Holder) the
      result of which is that such person or group of persons hold, directly or
      indirectly, at least forty (40%) percent of the Voting Shares;

	 	 	 
	 	(ii) 	
      the consummation of a merger, amalgamation or
      consolidation of the Company with or into another entity or any other
      corporate reorganization, if more than 50% of the combined voting power of
      the continuing or surviving entity’s securities outstanding immediately
      after the transaction are owned by persons who were not stockholders of
      the Company or an Approved Holder immediately prior to such merger,
      amalgamation, consolidation or reorganization;

	 	 	 
	 	(iii) 	
      the consummation by an entity, person or group (other
      than the Company, a wholly owned subsidiary of the Company, or an Approved
      Holder) of a tender offer, an exchange offer, a take-over bid or any other
      offer or bid for more than 40% of the issued and outstanding common shares
      of the Company; or

	 	 	 
	 	(iv) 	
      consummation of a sale, transfer or disposition by the
      Company of all or substantially all of the assets of the
  Company.




	 		
      In the case of the occurrence of any of the events set
      forth in this section 1.1(e), a Change of Control Event shall be deemed to
      occur immediately prior to the occurrence of any such events. An event
      shall not constitute a Change of Control Event if it is a merger with a
      parent or subsidiary, or its sole purpose is to change the jurisdiction of
      the Company’s organization or to create a holding company, partnership or
      trust that will be owned in substantially the same proportions by the
      persons who held the Company’s securities immediately before such event or
      by the persons who held the Company’s securities immediately before such
      event. Additionally, a Change of Control Event will not be deemed to have
      occurred, with respect to the Contractor, if the Contractor is part of a
      purchasing group that consummates the Change of Control Event.

	 	 	 
	 	(f) 	
      “Common Shares” means the common shares, without
      par value, of the Company.

	 	 	 
	 	(g) 	
      “Competing Business” shall have the meaning
      attributed to it in Section 4.3, below.







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	 	(h) 	
      “Confidential Information” means information,
      whether or not originated by the Contractor, that relates to the business
      or affairs of the Company, its affiliates, clients or suppliers and is
      confidential or proprietary to, about or created by the Company, its
      affiliates, clients, or suppliers. Confidential Information includes, but
      is not limited to, the following types of confidential information and
      other proprietary information of a similar nature (whether or not reduced
      to writing or designated or marked as confidential):

	 	 	 	 
	 		(i) 	
      work product resulting from or related to work or
      projects performed for or to be performed for the Company or its
      affiliates, including but not limited to, the methods, processes,
      procedures, analysis, techniques and audits used in connection
      therewith;

	 	 	 	 
	 		(ii) 	
      computer software of any type or form and in any stage of
      actual or anticipated development including, by way of example and not in
      limitation, programs and program modules, routines and subroutines,
      procedures, algorithms, design concepts, design specifications (design
      notes, annotations, documentation, flowcharts, coding sheets, and the
      like), source code, object code and load modules, programming, program
      patches and system designs;

	 	 	 	 
	 		(iii) 	
      information relating to Developments prior to any public
      disclosure thereof including, by way of example and not in limitation, the
      nature of the Developments, production data, technical and engineering
      data, test data and test results, the status and details of research and
      development of products and services, and information regarding acquiring,
      protecting, enforcing and licensing proprietary rights (including patents,
      copyrights and trade secrets);

	 	 	 	 
	 		(iv) 	
      internal Company personnel and financial information,
      vendor names and other vendor information, purchasing and internal cost
      information, internal services and operational manuals, and the manner and
      method of conducting the Company’s business;

	 	 	 	 
	 		(v) 	
      marketing and development plans, price and cost data,
      price and fee amounts, pricing and billing policies, quoting procedures,
      marketing techniques and methods of obtaining business, forecasts and
      forecast assumptions and volumes, current and prospective client lists,
      and future plans and potential strategies of the Company that have been or
      are being discussed; and

	 	 	 	 
	 		(vi) 	
      all information that becomes known to the Contractor as a
      result of the performance of the Services that the Contractor, acting
      reasonably, believes is Confidential Information or that the Company takes
      measures to protect.







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Confidential Information does not
include: 

	 	(vii) 	
      the general skills and experience gained during the
      Contractor’s engagement with the Company that the Contractor could
      reasonably have been expected to acquire in similar engagements with other
      companies;

	 	 	 
	 	(viii) 	
      information publicly known without breach of this
      Agreement or similar agreements; or

	 	 	 
	 	(ix) 	
      information, the disclosure of which is required to be
      made by any law, regulation or governmental authority (to the extent of
      the requirement), provided that before disclosure is made, notice of the
      requirement (and the extent of the requirement) is provided to the Company
      (to the extent reasonably possible in the circumstances), and the Company
      is afforded an opportunity to dispute the
requirement.




	 	(i) 	
      “Date of Termination” means the date of
      termination of this Agreement pursuant to its terms.

	 	 	 
	 	(j) 	
      “Developments” means all discoveries, inventions,
      designs, works of authorship, improvements and ideas (whether or not
      patentable or copyrightable) and legally recognized proprietary rights
      (including, but not limited to, patents, copyrights, trademarks,
      topographies, know-how and trade secrets), and all records and copies of
      records relating to the foregoing, that:




	 	(i) 	
      result or derive from the Contractor’s engagement or from
      the Contractor’s knowledge or use of Confidential Information;

	 	 	 
	 	(ii) 	
      are conceived or made by the Contractor (individually or
      in collaboration with others) during the term of and related to the
      Contractor’s engagement by the Company;

	 	 	 
	 	(iii) 	
      result from or derive from the use or application of the
      resources of the Company or its affiliates; or

	 	 	 
	 	(iv) 	
      relate to the business operations of the Company or to
      actual or demonstrably anticipated research and development by the Company
      or its affiliates.




	 	(k) 	
      “Directors” means the Directors of the Company,
      and “Director” means any one of them.

	 	 	 
	 	(l) 	
      “Effective Date” means September 1,
2010.

	 	 	 
	 	(m) 	
      “Good Reason” means the occurrence of any of the
      following events without the express written consent of the
    Contractor:




	 	(i) 	
      any material change to this Agreement;
  or







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	 	(ii) 	
      a material breach by the Company of this
  Agreement.

	 	 	 
	 	(iii) 	
      the Company’s re-location of the Contractor’s place of
      work to a distance not less than 50 miles by usual highways from the
      Contractor’s agreed place of work at the effective date of this agreement,
      without mutual agreement of the Contractor and the
  Company.




	 	(n) 	
      “Indemnification Amounts” has the meaning
      attributed in Section 6.1, below.

	 	 	 
	 	(o) 	
      “Initial Term” means the period of time beginning
      on the Effective Date and ending on the second anniversary of the
      Effective Date.

	 	 	 
	 	(p) 	
      “Just Cause” includes, but is not limited
    to:




	 	(i) 	
      the Contractor’s failure to properly discharge the
      Services, or any material breach or non-observance by the Contractor of
      any material provision of this Agreement;

	 	 	 
	 	(ii) 	
      the Contractor’s conviction for any crime respecting the
      property of the Company, or which calls into question the Contractor’s
      personal honesty;

	 	 	 
	 	(iii) 	
      any breach by the Contractor of the Contractor’s
      obligations under the Company’s code of conduct or any policies or
      procedures adopted by the Company from time to time and disseminated to
      the Contractor;

	 	 	 
	 	(iv) 	
      any breach by the Contractor of the fiduciary duties
      normally owed by a Chief Financial Officer of a corporation including the
      duty to avoid conflicts of interest, and to act honestly and in good faith
      with a view to the best interests of the Company;

	 	 	 
	 	(v) 	
      any other material breach of this Agreement by the
      Contractor; or

	 	 	 
	 	(vi) 	
      just cause as that term is defined by the common law
      applicable in New Jersey.




	 	(q) 	
      “ Bonus” has the meaning attributed in Appendix
      “B”, below.

	 	 	 
	 	(r) 	
      “Renewal Term” means any period of time after
      expiration of the Initial Term during which the engagement of the
      Contractor pursuant to this Agreement continues, if the parties to this
      Agreement have agreed to the renewal in writing.

	 	 	 
	 	(s) 	
      “Termination Notice Period” is the period of six
      (6) months plus two (2) months per year of engagement of the Contractor up
      to a maximum of twelve (12) months during which the terms of this
      Agreement shall remain in effect following notice of termination being
      given by the Contractor or the Company pursuant to Section 5.3
    below.

	 	 	 
	 	(t) 	
      “Voting Shares” means voting shares of the
      Company.







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	 	(u) 	
      “Year” means any year during the term of this
      Agreement whether occurring during the Initial Term or, if applicable, any
      Renewal Terms.



2.    
 PROVISION OF SERVICES 

2.1    Services to be provided: 

	 	(a) 	
      As of the Effective Date, the Contractor will provide to
      the Company, the services generally provided by the Chief Financial
      Officer of a corporation as stated in Schedule “A” to this Agreement (the
      “Services”).

	 	 	 
	 	(b) 	
      The Company may require the Contractor to provide other
      services from time to time; such services shall be provided to the
      Contractor in writing.

	 	 	 
	 	(c) 	
      The Contractor shall report primarily to the Executive
      Chairman (the “Chair”)and shall keep the Chair and Board informed of all
      matters concerning the Services as requested from time to
  time.



2.2    Term. This Agreement will commence
on the Effective Date and terminate on the Initial Term unless terminated
earlier in accordance with Section 5 herein. 

2.3    Location. The Contractor will be
based in Leawood, Kansas, or at a location mutually agreed to by the Company and
by the Contractor from time to time, subject to Section 5.3(a) . The Contractor
understands that the Contractor may be required to travel regularly in order to
perform the Services. 

2.4    Time and Efforts. The
Contractor shall perform the Services to the level of competence and skill that
could reasonably be expected from persons with the skills and experience similar
to that of the Contractor and shall devote such time as is necessary to carry
out the Services set out herein. The Contractor shall not act in any other
capacity for any other person, firm or company without the prior written consent
of the Company. 

3.    
 REMUNERATION AND EXPENSES 

3.1    Fees and Expenses. In
consideration for the Contractor performing the Services in accordance with this
Agreement, the Company will pay to the Contractor the Fees set out in Schedule
“B” (the “Fees”). In addition, the Company will reimburse the Contractor for
reasonable business expenses properly incurred in carrying out his duties under
this Agreement, including automobile mileage, calculated at the prevailing IRS
rate, and other travel and office expenses. The Contractor will be entitled to
reimbursement for airfare. For all such expenses, the Contractor will be
required to keep proper accounts and to furnish statements and vouchers to the
Company within 30 days after the date the expenses are incurred.




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3.2    Taxes and Other Assessments.
The Contractor will be responsible to pay any and all federal, state and local
taxes assessed on any income received under this Agreement, and his own worker’s
compensation or other assessments related to Contractor’s engagement. If for any
reason the Company is required to pay any amount on account of these items,
including penalties if assessed, the Company may deduct such amount from the
Contractor’s next payment or, if no further payments are due from the Company,
the Contractor will pay such sums within 10 days of written notice delivered by
the Company to the Contractor.

4.     
CONFIDENTIAL INFORMATION AND DEVELOPMENTS 

4.1    Confidential Information.


	 	(a) 	
      All Confidential Information, whether developed by the
      Contractor while engaged by the Company or by others employed or engaged
      by or associated with the Company or its affiliates or clients, is the
      exclusive and confidential property of the Company or its affiliates or
      clients, as the case may be, and will at all times be regarded, treated
      and protected as such, as provided in this Agreement.

	 	 	 	 
	 	(b) 	
      The Contractor acknowledges that, by reason of this
      contract for services, the Contractor will have access to Confidential and
      Proprietary Information which the Company has spent time, effort and money
      to develop and acquire. In view of the foregoing, it is reasonable and
      necessary for the Contractor to make the following covenants regarding the
      Contractor’s conduct during and subsequent to the provision of Services to
      the Company.

	 	 	 	 
	 		(i) 	
      At all times both during and subsequent to the
      termination of this Agreement, the Contractor will not disclose
      Confidential Information to any person (other than as necessary to perform
      the Services) without first obtaining the Company’s consent, and the
      Contractor will take all reasonable precautions to prevent inadvertent
      disclosure of any Confidential Information.

	 	 	 	 
	 		(ii) 	
      At all times both during and subsequent to the
      termination of this Agreement, the Contractor will not use, copy, transfer
      or destroy any Confidential Information (other than as necessary to
      perform the Services), without first obtaining the Company’s consent and
      the Contractor will take all reasonable precautions to prevent inadvertent
      use, copying, transfer or destruction of any Confidential Information.
      This prohibition includes, but is not limited to, licensing or otherwise
      exploiting, directly or indirectly, any products or services that embody
      or are derived from Confidential Information or exercising judgment or
      performing analysis based upon knowledge of Confidential
    Information.







- 8 - 

	 	(iii) 	
      Within ten (10) business days of the termination of this
      Agreement for any reason, the Contractor will promptly deliver to the
      Company all property of or belonging to or administered by the Company
      including without limitation all Confidential Information that is embodied
      in any form, whether in hard copy or on electronic media, and that is
      within the Contractor’s possession or under the Contractor’s
    control.



4.2    Intellectual Property. 

	 	(a) 	
      All Developments will be the exclusive property of the
      Company and the Company will have sole discretion to deal with
      Developments. The Contractor agrees that no intellectual property rights
      in the Developments are or will be retained by the Contractor. For greater
      certainty, all work done during the term of this Agreement by the
      Contractor for the Company or its affiliates is the sole property of the
      Company or its affiliates, as the case may be, as the first author for
      copyright purposes and in respect of which all copyright will vest in the
      Company or the relevant affiliate, as the case may be. In consideration of
      the benefits to be received by the Contractor under the terms of this
      Agreement, the Contractor hereby irrevocably sells, assigns and transfers
      and agrees in the future to sell, assign and transfer all right, title and
      interest in and to the Developments and intellectual property rights
      therein including, without limitation, all patents, copyright, industrial
      design, circuit topography and trademarks, and any goodwill associated
      therewith to the Company and the Contractor will hold all the benefits of
      the rights, title and interest mentioned above in trust for the Company
      prior to the assignment to the Company.

	 	 	 
	 	(b) 	
      The Contractor will do all further things that may be
      reasonably necessary or desirable in order to give full effect to the
      foregoing. If the Contractor’s cooperation is required in order for the
      Company to obtain or enforce legal protection of the Developments
      following the termination of the Contractor’s engagement, the Contractor
      will provide that cooperation so long as the Company pays to the
      Contractor reasonable compensation for the Contractor’s time at a rate to
      be agreed between the Contractor and the Company.



4.3    Non-solicitation and Duty Not to
Compete Unfairly. During the term of this Agreement and for a period of
twelve (12) months following the termination of this Agreement, howsoever
arising, the Contractor shall not: 

	 	(a) 	
      contact companies or persons who were investors in, or
      who purchased or agreed to purchase products or services of, the Company
      within a two year period before the Date of Termination, on behalf of a
      Competing Business;

	 	 	 
	 	(b) 	
      solicit any of the Company’s employees or consultants to
      resign or work for any other business; or

	 	 	 
	 	(c) 	
      work for a Competing Business unless Termination is
      pursuant to section 5.3.







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Without limiting the generality of the foregoing, a
“Competing Business” means a business that competes with the business
carried on by the Company and is engaged in the development and/or marketing of
prescription pharmaceutical products based upon the same or similar active
pharmaceutical molecules as those owned, licensed, co-promoted or co-marketed by
the Company at the Date of Termination. 

4.4    Consent to Enforcement. The
Contractor confirms that all restrictions in Sections 4.1, 4.2, and 4.3, above,
are reasonable and valid and any defences to the strict enforcement thereof by
the Company are waived by the Contractor. Without limiting the generality of the
foregoing, the Contractor hereby consents to an injunction being granted by a
court of competent jurisdiction in the event that the Contractor is in breach of
any of the provisions stipulated in Sections 4.1, 4.2 and 4.3, above. The
Contractor hereby expressly acknowledges and agrees that injunctive relief is an
appropriate and fair remedy in the event of a breach of any of the said
provisions. 

4.5    The Contractor’s obligations under
each of Sections 4.1, 4.2, and 4.3 (a) and 4.3 (b) above, are to remain in
effect in accordance with each of their terms and will exist and continue in
full force and effect despite any breach or repudiation, or alleged breach or
repudiation, of this Agreement.

5.     
TERMINATION 

5.1    Termination for Just Cause. The
Company may terminate the Agreement at any time for Just Cause. In the event the
Agreement is terminated for Just Cause, the Contractor shall not be entitled to
any additional payments hereunder, other than Fees owing to the Contractor by
the Company as at the Date of Termination, excluding any Bonus. In such event,
Stock Options held at the Date of Termination shall immediately expire. 

5.2    Death or Disability. The Company
may terminate the Agreement in the event the Contractor is unable to perform the
Services for a period of two (2) consecutive months or a cumulative period of
six (6) months in any consecutive twenty-four (24) month period. The Agreement
shall also automatically terminate on the Contractor’s death. In the event the
Agreement is terminated as a result of this section 5.2, then immediately
effective on the Date of Termination: 

	 	(a) 	
      any Stock Options granted to the Contractor which have
      not vested shall vest immediately and be immediately exercisable subject
      to the terms of the Company’s stock option plan and any applicable Stock
      Option Agreement;

	 	 	 	 
	 	(b) 	
      the Company shall promptly pay and provide the Contractor
      (or in the event of the Contractor’s death, the Contractor’s
    estate):

	 	 	 	 
	 		(i) 	
      any unpaid Fees; and

	 	 	 	 
	 		(ii) 	
      shall reimburse any unreimbursed expenses incurred
      through to the Date of Termination;

	 	 	 	 
	 	(c) 	
      the Company shall pay to the Contractor (or in the event
      of the Contractor’s death, the Contractor’s estate) the payments referred
      to in section 5.3.







- 10 - 

5.3    Termination by the Contractor for Good
Reason & Termination by the Company Other than for Just Cause.


	 	(a) 	
      The Contractor may terminate this Agreement at any time
      within thirty (30) days after the date the Contractor has given written
      notice to the Company of the alleged “Good Reason” and provided that the
      Company has failed to cure such event or situation within 30 days of
      receiving such notice. In such event, the Company will continue to pay the
      Contractor the Fees and the Contractor will continue to perform the
      Services during the Termination Notice Period, or the Company, at its
      discretion, may pay a lump sum to the Contractor equal to the Fees payable
      during the remainder of the Termination Notice Period (the “Lump Sum
      Payment”). Additionally, the Contractor shall be entitled to a pro-rata
      Bonus based upon an objective evaluation of the Contractor’s achievement
      of goals in accordance with Appendix “B” up to the date of Termination,
      calculated by multiplying the Target Bonus by the fraction which
      represents the number of months elapsed from September 1 of the fiscal
      year in question through the Date of Termination divided by twelve (12).
      For clarity, the Date of Termination will be the earlier of the last day
      of the Termination Notice Period or the date on which the Company, at its
      discretion, pays the Lump Sum Payment.

	 	 	 
	 	(b) 	
      The Company may elect to terminate the Agreement at any
      time other than for Just Cause, following the Termination Notice Period,
      by delivering to the Contractor written notice of termination in advance
      of the Termination Notice Period. In such event, the Company will continue
      to pay the Contractor the Fees during the applicable Termination Notice
      Period, and the Contractor will continue to perform the Services under the
      Agreement during the applicable Termination Notice Period, or the Company,
      at its discretion, may pay a lump sum to the Contractor equal to the Fees
      payable during the remainder of the Termination Notice Period.
      Additionally, the Contractor shall be entitled to a pro-rata Bonus based
      upon an objective evaluation of the Contractor’s achievement of goals in
      accordance with Appendix “B” up to the date of Termination, calculated by
      multiplying the Target Bonus by the fraction which represents the number
      of months elapsed from September 1 of the fiscal year in question through
      the Date of Termination divided by twelve (12). For clarity, the Date of
      Termination will be the earlier of the last day of the Termination Notice
      Period or the date on which the Company, at its discretion, pays the Lump
      Sum Payment.

	 	 	 
	 	(c) 	
      If the Agreement is terminated pursuant to this section
      5.3 the Stock Options granted to the Contractor will continue to vest for
      the number of months of the applicable Termination Notice Period,
      notwithstanding any election by the Company to pay the Lump Sum Payment to
      the Contractor and will be exercisable subject to the terms of the
      applicable stock option plan.







- 11 - 

5.4    Without Good Reason. The
Contractor may terminate this Agreement at any time without Good Reason by
providing at least thirty (30) days prior written notice to the Company. In the
event that the Contractor’s engagement with the Company is terminated during the
term of this Agreement by the Contractor without Good Reason, the Contractor
shall not be entitled to any additional payments or benefits hereunder, other
than any amounts due and owing as of the Date of Termination and, in such event,
Stock Options that have not vested prior to the Date of Termination shall
immediately expire. The Contractor will have up to thirty (30) days from the
first day of this written notice period to exercise Stock Options that have
vested to the Date of Termination. 

5.5    Severance Payments. The Contractor
agrees that no severance or other payments not specifically referenced herein
will be payable upon termination of this Agreement in relation to Sections 5.1,
5.2, 5.3 and 5.4. 

5.6    Change of Control. If the
Agreement with the Company, or with the surviving entity, is terminated by the
Company, or by the surviving entity, within six (6) months following a Change of
Control Event, or if the Company fails to provide the Contractor with a similar
contractor agreement following the Change of Control Event, then the Company
shall pay to the Contractor a lump sum amount equal to 150% of the amount
calculated by multiplying one twelfth of the annual Fees times the number of
months in the Termination Notice Period. 

	 	(a) 	
      If the Contractor is terminated pursuant to this section
      5.6, the Stock Options granted to the Contractor which have not vested
      shall vest immediately and be immediately exercisable subject to the terms
      of the applicable stock option plan.



6.    
 GENERAL 

6.1    Independent Contractor. The
Company and the Contractor acknowledge and agree that the Contractor is an
independent contractor retained for a limited purpose and is not an agent,
employee, partner, or joint venturer of the Company and that the Contractor has
control over the timing and hours of the provision and performance of the
Services. The Company and the Contractor expressly agree that the Contractor is
acting as an independent contractor in performing the Services under this
Agreement, and the Contractor does not have any right to make contracts or other
legal commitments or obligation for or on behalf of the Company.




- 12 - 

6.2    Indemnification. The Company
hereby covenants and agrees that if the Contractor is made a party, or is
threatened to be made a party, to any action, suit or proceeding, whether civil,
criminal, administrative or investigative of any nature whatsoever by reason of,
or as a result of, the provision of the Services to the Company, the Contractor
shall be indemnified and held harmless by the Company to the fullest extent
legally permitted or authorized by the Company’s constating documents or, if
greater, by applicable federal, state or provincial legislation, against all
costs, expenses, liability and losses of any nature whatsoever (including,
without limitation, lawyer’s fees, judgments, fines, interest, taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by the Contractor in connection therewith (collectively the
“Indemnification Amounts”), and such indemnification shall continue as to
the Contractor even if he has ceased to perform the Services for the Company and
shall inure to the benefit of the Contractor in the Indemnification Amounts
incurred, or reasonably estimated to be incurred, by the Contractor immediately
upon receipt by the Company of a written request for such advance.

6.3    Authorization. The Company
represents and warrants that it is fully authorized and empowered to enter into
this Agreement and perform its obligations hereunder, and that performance of
this Agreement will not violate any agreement between the Company and any other
person, firm or organization nor breach any provisions of its constating
documents or governing legislation. 

6.4    Contractor’s Representation.
The Contractor represents and warrants that the Contractor has the right to
provide the Services required under this Agreement without violation of
obligations to others. 

6.5    Obligations Continue. The
Contractor’s obligations under section 4 are to remain in full force and effect
notwithstanding termination of this Agreement for any reason. 

6.6    Amendment or Waiver. No provision
in this Agreement may be amended unless such amendment is agreed to in writing
and signed by the Contractor and an authorized officer of the Company. No waiver
by either party hereto of any breach by the other party hereto of any condition
or provision contained in this Agreement to be performed by such other party
shall be deemed a waiver of a similar or dissimilar condition or provision at
the same or any prior or subsequent time. Any waiver must be in writing and
signed by the Contractor or an authorized officer of the Company, as the case
may be. 

6.7    Compliance with Policies and
Laws. The Contractor agrees to abide by all the Company’s policies and
procedures, including without limitation, the Company’s code of conduct. The
Contractor also agrees to abide by all laws applicable to the Company, in each
jurisdiction in which it does business, including without limitation securities
and regulations governing publicly traded companies. 

6.8    Governing Law and Venue. This
Agreement shall be construed and interpreted in accordance with the laws of the
State of New Jersey and the federal laws of the United States applicable
thereto. 




- 13 - 

6.9    Notices. Any notice required or
permitted to be given under this Agreement shall be in writing and shall be
properly given if hand delivered by courier or faxed addressed as follows: 

	 	(a) 	
      in the case of the Company:



Anavex Life Sciences Corp. 
Suite
315A, 50 Harrison Street 
Hoboken, NJ 07830 

  Attention: Cameron Durrant 

with a copy to: 

Harvey Lalach 
President 
4837
Canyon Ridge Crescent 

  Kelowna, BC V1W 4A1 

	 	(b) 	
      in the case of the Contractor:



David L. Tousley 
14610 Pawnee
Street 

  Leawood, Kansas 66224 

Or to the last address of the
Contractor in the records of the Company or to such other address as the parties
may from time to time specify by notice given in accordance herewith. 

Any notice so given shall be conclusively deemed to have been
given or made on the day of delivery, if delivered, or if faxed, upon the date
shown on the delivery receipt recorded by the sending facsimile machine. 

6.10   Severability. If any provision
contained herein is determined to be void or unenforceable for any reason, in
whole or in part, it shall not be deemed to affect or impair the validity of any
other provision contained herein and the remaining provisions shall remain in
full force and effect to the fullest extent permissible by law. 

6.11   Entire Agreement. This Agreement
contains the entire understanding and agreement between the parties concerning
the subject matter hereof and supersedes all prior agreements, understandings,
discussions, negotiations and undertakings, whether written or oral, between the
parties with respect thereto. 

6.12   Currency. Unless otherwise specified
herein all references to dollar or dollars are references to U.S. dollars. 

6.13   Further Assurances. Each of the
Contractor and the Company will do, execute and deliver, or will cause to be
done, executed and delivered, all such further acts, documents and things as the
Contractor or the Company may require for the purposes of giving effect to this
Agreement. 




- 14 - 

6.14   Counterparts/Facsimile Execution. This
Agreement may be executed in several parts in the same form and such parts as so
executed shall together constitute one original document, and such parts, if
more than one, shall be read together and construed as if all the signing
parties had executed one copy of the said Agreement. 

 

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

Anavex Life Sciences Corp. 

 

	Per: 	/s/ Cameron Durrant
    
	  	Cameron Durrant, Executive
      Chairman 
	  	 
	  	 
	  	 
	Per: 	/s/ Harvey Lalach
    
	  	Harvey Lalach, President and
      Chief Operating Officer 


 

CONTRACTOR 

 

	Per: 	/s/ David L. Tousley

	  	David L. Tousley







SCHEDULE “A” 

CONTRACTOR’S DUTIES 

	1. 	
      Coordinate the Development of a comprehensive long range
      strategic plan in collaboration with the COO, the CSO and the Chair for
      approval by the Board.

	 	 
	2. 	
      Coordinate the Development of a comprehensive annual
      operating plan for the Company and coordinate updates to the annual plan
      as requested in collaboration with the COO, the CSO and the Chair for
      approval by the Board.

	 	 
	3. 	
      Develop and propose company policies and procedures as
      they relate to financial activities and internal controls over the assets
      of the Company and over the financial reporting process in coordination
      with the COO, CSO and Chair and assist in the implementation of such
      policies and procedures as requested by the COO and the Chair.

	 	 
	4. 	
      Assist the COO in the management of the monthly
      accounting processes for the Company and in managing the outside
      accounting services in collaboration with the COO and the Chair.

	 	 
	5. 	
      Assist in the management of the Treasury operations of
      the Company in collaboration with the COO and the Chair.

	 	 
	6. 	
      Assist in the preparation of the monthly and quarterly
      financial statements, financial reports, special analyses and information
      reports internally and for the Board in collaboration with the COO and the
      Chair.




	7. 	
      Assist in the management of the SEC filings in
      collaboration with the COO, the Chair, the Company audit firm and
      securities counsel as necessary for the process.

	 	 
	8. 	
      Develop and propose a plan for obtaining a senior
      exchange listing, including a proposal to bring the Company into
      compliance with regulations required by the SEC, the proposed exchange and
      with the applicable Blue Sky laws within the United States and assist in
      the implementation of such plan as requested by the COO and the
    Chair.

	 	 
	9. 	
      Provide assistance to the Chair and the Board for
      fundraising initiatives as requested.




	10. 	
      Assist in the performance of other initiatives as
      requested by the Chair and Board and attend meetings of the Board as
      requested.







- 2 - 

SCHEDULE “B” 

FEES 

	(a) 	
      Fees. The Company will pay to the Contractor the
      sum of $100,000 per annum as of the Effective Date. Payment of the Fees
      shall be made in advance with the first payment of $8,333.33 due upon
      signing of the agreement and subsequent payments due on the first day of
      each month thereafter. In addition, the company will reimburse the
      Contractor for all reasonable expenses associated with discharging his
      duties under Schedule A.

	 	 	 
	(b) 	
      Bonus. The Contractor shall be eligible to receive
      a bonus at the end of each Year (the “Bonus”). The Bonus shall
      initially be 50% of the Fees (the “Target Bonus”). Both the decision to
      pay a Bonus and the amount of the Bonus, shall be at the discretion of the
      Board, acting reasonably and subject to the achievement of the following
      milestones for the first year:

	 	 	 
		(i) 	
      Development and proposal of a plan for obtaining a senior
      exchange listing and providing assistance as requested to the COO and the
      Chair with the implementation of such plan to secure a senior exchange
      listing by June 30, 2011




	
       
	
      Additional objectives will be set for a Bonus for the
      second year and any renewal terms of the Agreement. The Bonus will be
      payable in cash, in Company equity, or as a combination of both, with a
      minimum cash award of no less than 50% of the total Bonus.

	 	
       

	(c) 	
      Stock Options. The Company will grant to the
      Contractor 200,000 common share purchase options subject to the terms of
      the Company’s stock option plan. The exercise price of the options so
      granted will be set at the closing price of the Company’s common stock on
      September 1, 2010 and shall vest over the initial term of the agreement.
      Contractor shall also be eligible to receive an annual stock option award
      at the end of each Year (the “Option Award”). Both the decision to make an
      Option Award and the amount and specifics of the Option Award shall be at
      the discretion of the Board, acting reasonably, subject to achievement of
      the milestones identified in this Appendix (b) above, and in compliance
      with all applicable laws and the rules of any quotation system or stock
      exchange.