Exhibit 10.92


 


EMPLOYMENT AGREEMENT 


 


THIS AGREEMENT,
dated September 17, 2015 with an effective date of October 1, 2015 (the “Agreement”), is by and between
Anavex Life Sciences Corp. (the “Company” or “Anavex”), and Sandra Boenisch
(the “Employee”). The Company and the Employee are referred to each individually as a “Party”
and collectively as the “Parties.”


 


RECITALS


 


WHEREAS, the Company
desires to employ and retain the Employee in order to advance the business and interests of the Company on the terms
and conditions set forth herein; and


 


WHEREAS, the Employee
wishes to be employed by the Company and desires to provide her services to the Company in such capacities, on and
subject to the terms and conditions hereof; and


 


WHEREAS, the Company expends significant
time and expense on an ongoing basis in supporting its employees, including the Employee; and


 


WHEREAS, the
Company is clinical-stage biopharmaceutical company engaged in the development of novel drug candidates to treat Alzheimer’s
disease, other CNS diseases and various types of cancer (the “Business”); and


 


WHEREAS, in the
course of the Employee’s employment by the Company, the Employee may receive, be taught or otherwise
have access to items and information associated with the Business such as technical and non-technical information relating
to the Company’s products, research, processes, methods, correspondence, records, clinical data, protocols, specifications,
technique, financial information, pricing information, computer systems, computer software applications, business plans and other
information which is confidential and proprietary; and


 


WHEREAS, the Company
has acquired and/or developed certain trade secrets and Confidential Information, as more fully described below, and has
expended significant time and expense in acquiring or developing its trade secret or Confidential Information; and


 


NOW, THEREFORE,
in consideration of the mutual promises, covenants and agreements contained herein, and intending to be legally bound hereby, the
Company and the Employee do hereby agree as follows:


 


AGREEMENT


 


1.          Adoption of Recitals. The
Company and Employee adopt the above recitals as being true and correct.


 




     


     


    

 


(a)         Employment. This Agreement
will commence on the October 1, 2015 (the “Effective Date”) and shall terminate on September 30, 2017 (the “Initial
Term”), unless sooner terminated in accordance with the provisions of this Agreement. The Initial Term and any extensions
shall be referred to as the “Employment Period.” The Agreement must be renewed in writing, signed by both parties.
If the Agreement is not renewed in writing, the non-renewal is not considered a Termination (as defined below).


 


2.          Position
and Duties.


 


(a)        The Employee
shall, during the Employment Period hereunder, serve as Principal Financial Officer (“PFO”) for the Company
and shall perform the executive, administrative, and accounting duties, functions and privileges incumbent with the position
of PFO and such other duties as reasonably determined by the CEO or the Board of Directors of the Company (the “Board”)
from time to time. While the duties may be changed, with or without notice, the PFO’s duties may include preparation of SEC
continuous disclosures and regulatory filings; bookkeeping and day-to-day accounting, bill payments and maintenance of accounts
payable, preparation of quarterly working papers and financial statements, serving as a liaison with auditors and legal counsel,
overseeing and implementing corporate governance procedures and protocols, preparation of the corporate tax returns and filings,
preparation of POSAM and registration statements, assist with the establishment, implementation and maintenance of disclosure controls
and procedures, and budgeting.


 


(b)        The Employee will report to the
CEO of the Company or his designee. The Employee’s authority is subject to approval by the CEO of the Company
and/or the Board.


 


(c)         The Employee
agrees to serve the Company faithfully, conscientiously and to the best of her ability, and to devote all of her business
time to the business and affairs of the Company (and, if requested by the CEO and/or the Board, any subsidiary or
affiliate of the Company) so as to promote the profit, benefit and advantage of the Company and, if applicable, any
subsidiaries or affiliates of the Company. The Employee shall fulfill her duties of loyalty, fidelity and allegiance
to act at all times in the best interests of the Company and to do no act which would injure the business, interests or
reputation of the Company. The Employee’s employment is subject to compliance with all the Company’s
policies, including the Business Code of Conduct & Ethics Policy, all as may be amended from time to time.


 


3.          Compensation.


 


(a)         Base Salary.
During the Employment Period, the Company shall pay to the Employee an annual base salary (“Base
Salary”) of Seventy-Eight Thousand and 00/100 Canadian Dollars ($78,000 CAD) payable by the Company and payable
in accordance with the Company’s payroll schedules throughout the term of such employment, subject to the provisions
of Section 5 hereof (governing Terminations), and subject to any applicable tax and payroll deductions; provided, however,
that in the Company’s sole discretion, based on factors such as the market and the Employee’s job performance,
salary increases may be made. There, however, is never a guarantee of an increase in Base Salary. Salary decreases may be
made through a written modification of this Agreement executed and signed by the Parties.


 




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(b)           Annual Bonus.


 


(i)       At the sole discretion
of the Company, the Company may award the Employee a bonus (“Annual Bonus”) that
reflects and rewards the contributions of the Employee to the Company’s business and success.


 


(ii)       Any Annual
Bonus is awarded at the option of the Company based upon individual and Company milestones. The Employee’s
bonus target for her Annual Bonus is anticipated to be 25% of her Base Salary. Annual Bonuses are not deemed
earned and accrued until the Board awards the Annual Bonus.


 


(iii)       Except as set forth
in Subsection 5(g)(iii), Annual Bonuses that are not earned and accrued are deemed waived if the Employee’s employment
terminates for any reason prior to the Board awarding the Annual Bonus.


 


(c)          Other Benefits.
During the Employment Period, the Employee shall be entitled to participate in such employee benefit plans, programs
or arrangements (collectively the “Plans”), implemented by the Company and available to similarly
situated employees of the Company within ninety (90) days following Employee’s starting date. The Company shall
have the right, from time to time and in its sole discretion, to modify and amend the benefits provided to its similarly situated
employees, including the Employee, consistent with the provisions herein.


 


(d)          Fringe
benefits.


 


(i)       Business
Expenses. During the Employment Period, the Company shall pay for directly or reimburse the Employee
for all reasonable, customary and necessary business-related expenses incurred by the Employee in connection with the duties
of the Employee hereunder, upon submission by the Employee to the Company of such written evidence of such
expense as the Company may require. Any disputes as to the eligibility of an expense for reimbursement shall be resolved
in the sole discretion of the Board.


 


(ii)       Paid Time Off. During
the Employment Period, the Company agrees that the Employee shall earn four (4) weeks (20 business days) of
Paid Time Off (“PTO”) per calendar year for use as the Employee sees fit, provided that such PTO
intended for use as vacation time shall be taken at times mutually agreeable to the Employee and Company and
otherwise pursuant to applicable workplace policies governing the use of PTO. If at the end of the calendar year, the Employee
has accrued PTO that she did not use, the Employee shall be permitted to carry forward up to 40 hours of unused PTO.
The Employee shall further be entitled to paid holidays and authorized leaves (paid and unpaid) in accordance with the policies
of the Company then in effect for its senior executives. At all times, irrespective of the reason for the use, the Employee’s
use of PTO shall be consistent with the applicable workplace policies.


 




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(iii)       Long-Term Compensation.


 


(1)       At the next meeting
of the Board of Directors of the Company, the Company shall award Employee one-hundred-thousand (100,000) stock options.
A portion of the Options shall vest on the final day of each calendar quarter during the three (3) years following execution of
this Agreement.


 


(2)       The Company agrees
that if Anavex is subject to a Change in Control, then 100% of the remaining unvested option shares will immediately vest
with no restrictions on purchase or sale (other than as legally required per statute or other applicable regulation). “Change
in Control” means (a) the consummation of a merger or consolidation of the Company into another entity in
which the Company is not the surviving entity, (b) the dissolution, liquidation or winding up of the Company, (c) the closing
of the sale, lease, transfer or other disposition of all or substantially all of the Company’s assets in one transaction
or a series of related transactions or (d) the closing of the transfer of the Company’s outstanding securities, in
one transaction or a series of related transactions, to a person or group of affiliated persons if, after such closing, such person
or group of affiliated persons would hold a majority of the voting power of the capital stock of the Company. The foregoing
notwithstanding, a merger or consolidation of the Company does not constitute a Change in Control if immediately
after the merger or consolidation a majority of the voting power of the capital stock of the continuing or surviving entity, or
any direct or indirect parent corporation of the continuing or surviving entity, will be owned by the persons who were the Company’s
stockholders immediately prior to the merger or consolidation in substantially the same proportions as their ownership of the voting
power of the Company’s capital stock immediately prior to the merger or consolidation.


 


(iv)       Nothing paid to the
Employee under any of the Company Plans or fringe benefit arrangements shall be deemed to be in lieu of Base Salary
payable to the Employee hereunder.


 


(v)       Recovery
of Incentive Compensation. Notwithstanding anything herein to the contrary, the Employee agrees that incentive compensation
payable to the Employee under this Agreement or otherwise shall be subject to any clawback policy adopted or implemented
by the Company in respect to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and such regulations
as are promulgated thereunder from time to time, or in respect to any other applicable law, regulation or Company policy.


 


4.          Termination.


 


(a)          Termination
for Cause. The Company may terminate the Employee for Cause, by giving written Notice of Termination to Employee.
The Date of Termination shall be specified in the Notice of Termination. For purposes hereof, “Cause”
shall mean: (i) the Employee’s failure to perform and discharge the duties and responsibilities of the Employee
under this Agreement after receiving written notice and allowing the Employee thirty (30) days to cure such failures, if
so curable, (provided, however, that after one such notice has been given to the Employee during the Employment Period,
the Company is no longer required to provide time to cure subsequent failures under this Subsection 5(c)(i)); or (ii) any
breach by the Employee of the provisions of Sections 6, 8 and/or 9 hereof; or (iii) misconduct which, in the opinion and
sole discretion of the Company, is injurious to the Company; or (iv) felony conviction involving the personal dishonesty
or moral turpitude of the Employee; or (v) engagement in illegal drug use or alcohol abuse which in the sole discretion
of the Company prevents the Employee from performing her duties in any manner; or (vi) any misappropriation, embezzlement
or conversion of the Company’s or any of its parent’s, subsidiary’s or affiliate’s property by the
Employee; or (vii) willful misconduct or breach of fiduciary duty by the Employee in respect of the duties or obligations
of the Employee under this Agreement.


 




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(b)         Termination
by the Company without Cause. Except as set forth in Section 5(c) hereof, the Company may terminate this Agreement
at any time by providing a Notice of Termination which includes a Date of Termination at least thirty (30) calendar days after
delivery of the Notice of Termination.


 


(c)          Termination
by the Employee. The Employee may terminate this Agreement by delivering a Notice of Termination to the
Company. The Date of Termination shall be specified in the Notice of Termination; provided however, that the Date of
Termination shall not be earlier than thirty (30) calendar days after delivery of the Notice of Termination.


 


(d)         Obligations Upon Termination.


 


(i)       Termination
for Cause. In the event that the employment of the Employee is terminated pursuant to Subsection 5(a), no Compensation
(as set forth in Section 4 above), no severance, no pro-rated bonuses or other post-termination payment shall be due or payable
by the Company to the Employee (except solely such Base Salary or other payments as may have been accrued but not
yet paid prior to the Date of Termination). Any outstanding stock option or other stock awards held by Employee as of the
Date of Termination shall be subject to the terms of the applicable plan documents.


 


(ii)       Termination
by the Company without Cause. In the event that the employment of the Employee is terminated pursuant to Subsection
5(b), no Compensation (as set forth in Section 4 above), no severance, no pro-rated bonuses or other post-termination payment shall
be due or payable by the Company to the Employee (except solely such Base Salary or other payments as may have been
accrued but not yet paid prior to the Date of Termination). The Company may opt to have the Employee cease providing
services to the Company during the thirty (30) day notice-period. In such event, Company shall continue the Compensation
and Benefits (as set forth in Section 4 above) during the thirty (30) day notice-period. Further, any outstanding stock option
or other stock awards vesting in the contract year of Termination held by Employee as of the Date of Termination shall immediately
vest and become exercisable.


 


(iii)       Termination
by the Employee. In the event that the employment of the Employee is terminated pursuant to Subsection 5(c),
no Compensation (as set forth in Section 4 above), no severance, no pro-rated bonuses or other post-termination payment shall
be due or payable by the Company to the Employee (except solely such Base Salary or other payments as may have
been accrued but not yet paid prior to the Date of Termination). The Company may opt to accept Employee’s resignation
and have Employee cease providing services to the Company prior to the expiration of the thirty (30) day
notice-period. If the Company waives the thirty (30) day notice-period, the Date of Termination shall be deemed to
occur on the final date Employee actually provided services to the Company.


 




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(iv)       Employee’s
Duty to Render Final Accounting and Return Company Property. Upon termination of the Agreement, the Employee
shall (i) within thirty (30) days thereafter, render a final accounting to the Company which shall include all adjustments
between the Parties to ensure that all commitments of the Company addressed; and (ii) immediately surrender to the Company
or as the Company may direct, all property, books and records of the Company then in the custody, possession, or
control of the Employee, and as further described in Section 8 of this Agreement.


 


(e)       Notice of Termination.
A “Notice of Termination” to effectuate a termination under Section 5 shall be made in accordance with
the Notice provision defined in Section 7. For purposes of this Agreement, a Notice of Termination shall mean a notice,
in writing, which shall indicate the specific termination provision of this Agreement relied upon as the basis for the Termination
and the Date of Termination. The Date of Termination shall not be earlier than the date such Notice of Termination is delivered
(as defined above); provided however, that the Company, at its option, may elect to have the Employee not
report to work after the date of the written notice.


 


(f)       Date of Termination. “Date
of Termination” means the date on which this Agreement shall terminate in accordance with the provisions of this
Section 5.


 


5.               Restrictive
Covenants.


 


(a)        Definitions.







 


(i)       The term “Anavex”
for purposes of Section 6 of this Agreement shall mean Anavex Life Sciences Corp. and its affiliated and related entities including,
but not limited to, all of its subsidiaries and joint ventures. It is understood that any affiliated or related entities of Anavex
are intended third-party beneficiaries of the provisions of this Agreement.


 


(ii)       The term “Confidential
Information” shall include, but not be limited to, (i) all technical and non-technical information relating to Anavex’s
pharmaceutical products, research, processes, methods, equipment, products, business practices, and/or clinical trials; Customer
lists and Prospective Customer lists; specific information on Customers and Prospective Customers (including information on purchasing
preferences, credit information, and pricing); terms and conditions under which Anavex deals with Vendors and supplier or
prospective Vendors or suppliers; employee and independent contractor lists; Anavex’s sources of supply; Anavex’s
billing rates; pricing lists (including item and Customer specific pricing information); names of agents; operations; contractual
or personnel data; trade secrets; license agreements; proprietary purchasing and sales methods and techniques; proprietary compositions,
ideas and improvements; pricing methods and strategies; computer programs, computer systems, computer data, system documentation,
special hardware, product hardware, related software development and computer software design and/or improvements; methods of distribution;
market feasibility studies; proposed or existing marketing techniques or plans; sales and sales volumes; purchasing, transportation,
documentation, marketing and trading techniques of Customers, potential Customers and/or Vendors; inventions (including Inventions
as defined below; future Anavex business plans; project files; design systems; information on current and potential Vendors
including, but not limited to, their identity, pricing, and purchasing information not generally known; personal information about
Anavex’s executives, officers and directors; correspondence, and letters, notes, notebooks, reports, flowcharts, proposals,
processes and/or any and all other confidential or proprietary information belonging to Anavex or relating to Anavex’s
business and/or affairs; and (ii) any information that is of value or significance to Anavex that derives independent economic
value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use, including information not generally known to the competitors of Anavex
nor intended by Anavex for general dissemination. Confidential Information shall not include any (a) information known generally
to the public (other than as a result of unauthorized disclosure by the Employee), (b) information that became available
from a third party source and such source is not bound by a confidentiality agreement, or (c) any information not otherwise considered
by the Board to be Confidential Information.


 




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(iii)       The term “Customer”
shall mean any person or entity which has purchased products from Anavex, entered into any contract for products with Anavex,
and/or entered into any contract for the distribution of any products with Anavex within the one (1) year immediately preceding
the termination of the Employee’s employment with Anavex for whatever reason.


 


(iv)       The phrase “directly
or indirectly” shall include the Employee either on her own account, or as a partner, owner, promoter, joint
venturer, employee, agent, consultant, advisor, manager, executive, independent contractor, officer, director, stockholder, or
otherwise, of an entity.


 


(v)       The term “Non-Compete
Period” shall mean the Employment Period and the twelve (12) months immediately following termination of the Employee’s
employment with Anavex for whatever reason.


 


(vi)       The term “Prospective
Customer” shall mean any person or entity which has expressed interest in purchasing products from Anavex,
expressed interest in entering into any contract for products or services with Anavex, and/or expressed interest in entering
into any contract for the distribution of any products with Anavex within the one (1) year immediately preceding the termination
of the Employee’s employment with Anavex for whatever reason.


 


(vii)       The term “Restricted
Area” shall include any geographical location anywhere in the world where Anavex, its affiliates or subsidiaries
either (a) are engaged in business, or (b) have evidenced an intention to engage in business.


 


(viii)       The term “Restricted
Business” shall mean any business that competes with the business of Anavex, as such business now exists or
as it may exist at the time of the termination of the Employee’s employment with Anavex for whatever reason,
including any entity in the business of developing and/or distributing pharmaceutical products.


 




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(ix)       The term “Vendor”
shall mean any supplier, person or entity from which Anavex has purchased products or services during the one (1) year immediately
preceding the termination of the Employee’s employment with Anavex for whatever reason.


 


(b)         Non-Competition.
During the Non-Compete Period, in the Restricted Area, the Employee shall not, directly or indirectly, engage in, promote,
finance, own, operate, develop, sell or manage or assist in or carry on in any Restricted Business, provided, however, that
the Employee may at any time own securities of any competitor corporation whose securities are publicly traded on
a recognized exchange so long as the aggregate holdings of the Employee in any one such corporation shall constitute not
more than 5% of the voting stock of such corporation.


 


(c)           Non-Solicitation
of Employees or Independent Contractors. During the Non-Compete Period, the Employee shall not, directly or indirectly,
solicit or attempt to induce any employee of Anavex or independent contractor engaged and/or utilized by Anavex in
any capacity to terminate her employment with, or engagement by, Anavex. Likewise, during the Non-Compete Period, the Employee
shall not, directly or indirectly, hire or attempt to hire for another entity or person any employee of Anavex or independent
contractor engaged and/or utilized by Anavex in any capacity.


 


(d)          Non-Solicitation
of Customers, Prospective Customers or Vendors. During the Non-Compete Period, the Employee shall not, directly
or indirectly, provide services to Anavex to any Customer, Prospective Customer or Vendor of Anavex through any entity
other than Anavex. The Employee acknowledges and agrees that Anavex has substantial relationships with its
Customers, Vendors and Prospective Customers, which Anavex expends significant time and resources in acquiring and maintaining,
and that Anavex has Confidential Information pertaining to its business and its Customer, Vendors and Prospective
Customers, and that Anavex’s Confidential Information and relationships with its Customers, Vendors and Prospective
Customers constitute significant and valuable assets of Anavex.


 


(e)          Non-Disclosure
of Confidential Information. During and after employment under this Agreement, including but not limited to the Non-Compete
Period, the Employee shall not, directly or indirectly, without the prior written consent of the Board, or a person
duly authorized thereby, other than a person to whom disclosure is reasonably necessary or appropriate in connection with the performance
by the Employee of the duties of the Employee as an employee of Anavex, disclose or use for the benefit of
herself or any other person, corporation, partnership, joint venture, association, or other business organization, any of the trade
secrets or Confidential Information of Anavex. If the Employee is legally required to disclose any Confidential
Information or trade secrets, the Employee will notify Anavex prior to doing so by providing Anavex with
written notice ten (10) business days in advance of the intended or compelled disclosure. (If disclosure is required sooner than
ten (10) days, the Employee must provide Anavex with Notice immediately upon learning that disclosure is sought and
before disclosure is required or compelled.) Notice shall be provided as defined in Section 7 below.


 




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(f)           Need for Restrictions. The
Employee acknowledges and agrees that each of the restrictive covenants contained in this Section 6 is reasonable and necessary
to protect the legitimate business interests of Anavex, including, without limitation, the need to protect Anavex’s
trade secrets and Confidential Information and the need to protect its relationships with its Customers, Prospective Customers,
Vendors and agents. The Employee also acknowledges and agrees, as set forth in Subsection 6(h) below, that Anavex
may obtain a temporary, preliminary and/or permanent injunction to restrain any violations of, or otherwise enforce, the restrictive
covenants contained in Section 6. The Employee also acknowledges and agrees that, if her future employment’s job duties
would inevitably cause her to disclose Confidential Information or trade secrets of Anavex, Anavex may seek
to protect its legitimate business interests by enjoining her from working in that future position.


 


(g)          Proprietary Rights.


 


(i)       Ownership.
Anavex shall own all right, title and interest in and to all documentation, manuals, materials, creative works, methods, techniques,
compositions, ideas, recipes, creations, improvements, inventions, computer programs and data, system documentation, special hardware,
product hardware, related software development, correspondence, letters, notes, notebooks, reports, flowcharts, proposals, know-how
and other information, in any medium whatsoever (including, without limitation, any Confidential Information, trade secrets
and all software, software code, processes, copyrights, patents, technologies and inventions (collectively, “Inventions”),
including, without limitation, new contributions, improvements, ideas and discoveries, whether patentable or not, conceived, developed,
invented or made by the Employee during her employment by Anavex (including her employment with Anavex prior
to the date hereof), provided that such Inventions grew out of the Employee’s work with Anavex, are
related in any manner to the Business, as such term is defined in the Recitals, or are conceived or made on Anavex’s
time or with the use of Anavex’s facilities or materials). The Employee acknowledges and agrees that any of
her work product created, produced or conceived in connection with her association with Anavex shall be deemed work for
hire and shall be deemed owned exclusively by Anavex.


 


(ii)       Employee's
Obligations. The Employee shall (i) promptly disclose such Inventions to Anavex; (ii) assign to Anavex,
without additional compensation, all patent and other rights to such Inventions for the United States and foreign countries;
(iii) execute and deliver all documents required by Anavex to document or perfect Anavex’s proprietary rights
in and to Anavex’s work product; and (iv) give testimony in support of his inventorship. The Employee shall
deliver all Confidential Information, trade secrets and/or Inventions to Anavex upon Anavex’s
request, and, in any event, immediately upon termination of the Employee’s employment by Anavex.


 


(iii)       Employee’s
Restrictions. The Employee acknowledges that the Confidential Information, trade secrets and/or Inventions
constitute valuable trade secrets of Anavex. The Employee shall not infringe or violate any trade secret or other
proprietary right of Anavex related to the Confidential Information, trade secrets and/or Inventions, and
shall not own, apply for or otherwise attempt to obtain, on behalf of the Employee or others, any proprietary right in any
Confidential Information, trade secrets and/or Inventions, which Anavex owns or has a right to own, in which
Anavex has an interest and/or to which Anavex has title.


 




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(h)          Breach of Restrictive
Covenants. In the event of a breach or threatened breach by the Employee of any restrictive covenant set forth in
Section 6, the Employee agrees that such a breach or threatened breach would cause irreparable injury to Anavex,
and that, if Anavex shall bring legal proceedings against the Employee to enforce any restrictive covenant, Anavex
shall be entitled to seek all available civil remedies, at law or in equity, including, without limitation, an injunction without
posting a bond, damages, attorneys’ fees, and costs.


 


(i)           Successors and Assigns.
Anavex and its successors and assigns may enforce these restrictive covenants.


 


(j)           Construction,
Survival. If the period of time, area, or scope of restriction specified in this Section 6 should be adjudged unreasonable
in any proceeding, then the period of time, area, or scope shall be reduced so that the restrictions may be enforced as is adjudged
to be reasonable. If the Employee violates any of the restrictions contained in this Section 6, the restrictive period shall
be tolled during the time that the Employee is in violation. All the provisions of this Section 6 shall survive the term
of this Agreement and the Employee’s employment with Anavex.


 


6.          Notice.
For the purpose of this Agreement, notices and all other communications to either Party hereunder provided for in
the Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered in person, mailed by certified
mail, return receipt requested or recognized overnight delivery service and (b) transmitted via electronic mail.


 


	If to Anavex:	Anavex Life Sciences Corp.
	 	51 W 52nd Street, 7th floor
	 	New York, NY 10019
	 	Telephone: (212) 332 4449
	 	Attention: Christopher U. Missling
	 	E-mail: cmissling@anavexcorp.com


 


	With a copy to:	K&L Gates LLP 
	 	Southeast Financial Center – 39th Floor  
	 	200 South Biscayne Blvd.
	 	Miami, FL 33131-2399  
	 	Telephone:  305.539.3300
	 	Attention:  Clayton Parker, Esq.
	 	E-mail: clayton.parker@klgates.com 


 


	If to the Employee:	Sandra Boenisch
	 	1500 West Georgia Street
	 	13th Floor
	 	Vancouver, BC
	 	Canada V6G 2Z6
	 	Telephone: (604) 281 4558
	 	E-mail: sandra.boenisch@nakedbrandgroup.com


 




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or to such other address as either party shall designate by giving
written notice of such change to the other party.


 


7.          Return of
the Company’s Property. All of the Company’s and its subsidiaries’ and affiliates’ products,
Customer correspondence, internal memoranda, designs, brochures, training manuals, project files, price lists, Customer and Vendor
lists, prospectus reports, Customer or Vendor information, data and databases, clinical trial protocols, project agreements, product
literature, notebooks, textbooks, e-mails and Internet access, and all other like information or products, including all copies,
duplications, replications and derivatives of such information or products, acquired by the Employee while in the employ
of the Company, whether prepared by the Employee or coming into the Employee’s possession, shall be
the exclusive property of the Company and shall be returned immediately to the Company upon the expiration or termination
of this Agreement for any reason or upon request by the Chief Executive Officer of the Company or the Board.
The Employee also shall return immediately return any Company issued property including, but not limited to, laptops, computers,
thumb drives, removable media devices, flash drives, smartphones, cellular phones, iPads and other devices upon the expiration
or termination of this Agreement for any reason or upon request by the Chief Executive Officer of the Company or the Board.
The Employee’s obligations under this Section 8 shall exist whether or not any of these items or materials contain
Confidential Information or trade secrets. The Parties hereto shall comply with all applicable laws and regulations
regarding retention of and access to this Agreement and all books, documents and records in connection therewith. The Employee
shall provide the Company with a signed certificate evidencing that all such property has been returned, and that no such
property or Confidential Information or trade secret has been retained by the Employee in any form. If the Company
has a good faith basis for suspecting that Employee has retained documents, property or information in violation of this
provision, if requested, the Employee is obligated to provide the Company and/or its agent with access to the Employee’s
laptop(s), external drive(s), computer(s), flash drive(s) and/or removable media to ensure all property of the Company or
its subsidiaries and affiliates has been returned, and Employee is not retaining copies of the documents or property without
the Company permission.


 


8.          Prior
Agreements.


 


(a)          The Employee
represents to the Company (1) that there are no restrictions, agreements, or understandings whatsoever to which the Employee
is a party which would prevent or make unlawful the Employee’s execution of this Agreement or employment hereunder,
(2) that the Employee’s execution of this Agreement and employment hereunder shall not constitute a breach
of any contract, agreement or understanding, oral or written, to which the Employee is a party or by which the Employee
is bound, and (3) that the Employee is free and able to execute this Agreement and to enter into employment by the
Company. The Employee further represents and agrees that she will not bring with her, disclose or otherwise use any
confidential, proprietary or trade secret information acquired from any prior employer, whether that information was created by
the Employee or others. A written or oral notice or complaint that Employee breached this provision or violated a
restrictive covenant or an agreement not to disclose Confidential Information shall subject the Employee, at the
Company’s sole discretion, to immediate termination with Cause. The Employee also agrees to fully indemnify the
Company for any and all damages, costs and/or attorney’s fees incurred by the Company that arise from any claims
that were related to the Employee’s alleged or actual breach of a restrictive covenant or an agreement not to disclose
Confidential Information.


 




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(b)          The Parties mutually
acknowledge and agree that any prior offer letters and/or employment agreements between and among the Company or any affiliate
or subsidiary and the Employee, including, but not limited to, the September 2015 draft Management and Administrative
Services Agreement between the Company and the Employee, are declared null and void with no legal effect,
and the Employee will take nothing from any such prior agreements, including any right to any severance or termination benefits.


 


9.          Specific Performance.
It is agreed that the rights granted to the Parties hereunder are of a special and unique kind and character and that, if
there is a breach by any Party of any material provision of this Agreement, the other Party would not have
any adequate remedy at law. It is expressly agreed, therefore, that the rights of the Parties hereunder may be enforced
by an action for specific performance and other equitable relief without the Parties posting a bond, or, if a bond is required,
the Parties agree that the lowest bond permitted shall be adequate.


 


10.        Further Assurances.
Each of the Parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and
shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and
to carry out the intent of the Parties hereto.


 


11.        Right to
Review and Seek Counsel. The Employee acknowledges that she has had the opportunity to seek independent counsel
and tax advice in connection with the execution of this Agreement, and the Employee represents and warrants to the Company
(a) that she has sought such independent counsel and advice as she has deemed appropriate in connection with the execution hereof
and the transactions contemplated hereby, and (b) that she has not relied on any representation of the Company as to tax
matters, or as to the consequences of the execution hereof.


 


12.        Waiver/Amendments.
The waiver by the Company of a breach or threatened breach of this Agreement by the Employee shall not be construed
as a waiver of any subsequent breach by the Employee. No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is approved by the Board and agreed to in writing signed by Employee
and such officer as may be specifically authorized by the Board.


 


13.        Entire Agreement.
This Agreement contains the entire understanding of the Parties and no agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by either Party, which are not set forth expressly
in this Agreement. This Agreement supersedes all negotiations, preliminary agreements, and all prior and contemporaneous
discussions and understandings of the Parties and/or their affiliates. The Employee acknowledges that she has not
relied on any prior or contemporaneous discussions or understandings in entering into this Agreement. 


 




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14.        Neutral Construction.
No Party may rely on any drafts of this Agreement in any interpretation of the Agreement. Each Party
to this Agreement has reviewed this Agreement and has participated in its drafting and, accordingly, no Party
shall attempt to invoke the normal rule of construction to the effect that ambiguities are to be resolved against the drafting
Party in any interpretation of this Agreement.


 


15.        Governing Law. This Agreement
shall be governed and construed in accordance with the laws of the State of New York without regard to conflicts of law.


 


16.        Headings
and Captions. The titles and captions of paragraphs, sections, subparagraphs and subsections contained in this Agreement
are provided for convenience of reference only, and shall not be considered terms or conditions of this Agreement.


 


17.        Validity.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and effect.


 


18.        Survival.
The provisions of this Agreement shall not survive the termination of the Employee’s employment hereunder,
except that the provisions of (i) Section 5 hereto relating to post-termination payment obligations; (ii) Section 6 hereto relating
to the restrictive covenants; (iii) Section 8 hereto relating to return of the Company’s property; and (iv) Section
17 relating to jurisdiction, venue and waiver of personal service shall remain binding upon the Parties.


 


19.        Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its successors
and assigns, and the Employee agrees that this Agreement may be assigned by the Company without Employee’s
consent. This Agreement is not assignable by the Employee.


 


20.        Counterparts.
This Agreement may be executed in one or more separate counterparts, each of which, when so executed, shall be deemed to
be an original. Such counterparts shall, together, constitute and shall be one and the same instrument. This Agreement, and
the counterparts thereto, may be executed by the Parties using their respective signatures transmitted via facsimile machines
or via electronic mail.


 


21.        Jury
Trial Waiver, Arbitration. ALL ISSUES, MATTERS AND DISPUTES BETWEEN THE PARTIES CONCERNING THIS AGREEMENT SHALL BE
SUBMITTED TO ARBITRATION. Employee agrees, on behalf of herself and her agents or assigns that, except as
otherwise provided in this paragraph, all potentially litigable claims or controversies arising out of this Agreement shall
be submitted to binding arbitration before a mutually acceptable arbitrator and in accordance with the American Arbitration
Association (“AAA”) under the Employment Arbitration Rules and Mediation Procedures. If the Parties
cannot agree upon an arbitrator, the claim or controversy shall be arbitrated by a single arbitrator selected in accordance
with the applicable AAA rules. THIS PROVISION TO ARBITRATE SHALL NOT APPLY TO ANY CLAIM FOR BREACH OF THE RESTRICTIVE
COVENANTS, AS SET FORTH ABOVE IN SECTION 6, INCLUDING ANY REQUEST FOR INJUNCTIVE RELIEF TO ENFORCE COMPLIANCE WITH THE TERMS
OF SECTION 6. EITHER PARTY MUST PROCEED EXCLUSIVELY IN COURT TO ENFORCE THE REQUIREMENTS OF SECTION 6. The Employee
hereby consents to personal jurisdiction and exclusive venue in the United States District Court for the Southern District of
New York, if such Court can exercise jurisdiction over the matter for any action brought by the Company seeking injunctive
relief. In the event the foregoing Court lacks jurisdiction, the Employee consents to personal jurisdiction and
exclusive venue in the Supreme Court of the State of New York, New York County. ALL CLAIMS CONCERNING THIS AGREEMENT FOR
INJUNCTIVE RELIEF SHALL BE TRIED BY A JUDGE IN A NON-JURY TRIAL.


 







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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on September 17, 2015. 


 


	ANAVEX LIFE SCIENCES CORP. 	 	SANDRA BOENISCH
	 	 	 	 
	By:	 	 	
	 	 	 	 
	Name:	Christopher U Missling	 	 
	 	 	 	 
	Title:	President	 	 


 




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