CONSULTING AGREEMENT

Exhibit 10.117

CONSULTING AGREEMENT

This CONSULTING AGREEMENT is entered into by and between Aeolus Pharmaceuticals, Inc., a Delaware corporation, having a place of business at 79 T. W. Alexander Drive, 4401 Research Commons, Suite 200, P.O. Box 14287, Research Triangle Park, NC 27709 (“Aeolus”), and Elaine Alexander, M.D., Ph.D., having a place of business at 4945 Canterbury Dr., San Diego, CA 92116 (“Consultant”).

WHEREAS, Aeolus wishes to engage Consultant for certain services, and Consultant wishes to provide such services, all subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and intending to be legally bound, Aeolus and Consultant agree as follows:

1. Services to be Provided. During the term of this Agreement, Consultant shall perform for Aeolus services related to development of Aeolus’ antioxidant compounds, and other duties as assigned (the “Services”). Consultant shall have the title of Executive Vice President and Chief Medical Officer. Specific projects or assignments shall be authorized on behalf of Aeolus by Richard P. Burgoon, Jr., Chief Executive Officer.

2. Compensation.

(a) Aeolus shall compensate Consultant $10,000.00 for the Services performed through the end of February 2005 and at the rate of $10,000.00 per month thereafter for each full month of consulting, prorated for any partial month, payments to be made at the end of each month. If Aeolus is awarded the second year of its SBIR Phase II grant, listing Consultant as Principal Investigator, Consultant shall receive a one time bonus of $25,000 and a rate increase to $15,000 per month for each full month of consulting, prorated for any partial month, payments to be made at the end of each month. At February 28, 2005 and at the end of each full month of consulting during the term of this Agreement, Consultant will be granted a stock option to purchase 2,000 shares of the Aeolus Pharmaceuticals, Inc. Common Stock, par value $0.01 per share, with an exercise price equal to the closing stock price on the last day of that month.

(b) Aeolus shall reimburse Consultant for out-of-pocket travel, hotel, telephone and meal expenses reasonably incurred by Consultant in performing the Services, provided that the travel was approved in advance by Aeolus and the expenses are incurred in accordance with Aeolus’ customary reimbursement policies.

3. Ownership of Results.

(a) All findings, conclusions and data and all methods, inventions, discoveries, trade secrets, techniques, processes and know-how, whether or not patentable, that are made by Consultant, either alone or with others, in the performance of the Services or which result, to any extent, from use of Aeolus’ materials, premises or other property (collectively, “Inventions”) shall become the exclusive property of Aeolus. Consultant hereby assigns, transfers and conveys all of its right, title and interest in and to any and all Inventions.

(b) Upon the request and at the expense of Aeolus, Consultant will execute and deliver any and all instruments and documents and take such other acts as may be necessary or desirable to document Aeolus’ rights or to enable Aeolus to apply for, prosecute and enforce patents, trademark registrations or copyrights in any jurisdiction with respect to any Inventions or to obtain any extension, validation, re-issue, continuance or renewal of any such intellectual property right.

4. Confidentiality. Consultant will not, either during or for a period of ten (10) years after the term of this Agreement, disclose to any third person or use the results of the Services or any confidential or proprietary information of Aeolus or its collaborators (“Confidential Information”) for any purpose other than the performance of the Services, without the prior written authorization of Aeolus. This obligation shall not apply to information that:

(a) is now, or hereafter becomes, through no act or failure to act on the part of Consultant, generally known or available;

(b) is known by Consultant at the time of receiving such information;

(c) is hereafter furnished to Consultant by a third party, which did not acquire such information directly or indirectly from Aeolus;

(d) is independently developed by Consultant without use or knowledge of such information; or

(e) is required by law, or order of any court or governmental authority to be disclosed by Consultant; in such event, however, Consultant must give Aeolus sufficient advance written notice to permit it to seek a protective order or other similar order with respect to such Information and