Exhibit 10.3
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the
“Agreement”) is made as of the 13th day of January,
2009 (the “Effective Date”), and is by and between
Anavex Life Sciences Corp. A Nevada State Corporation with an
office at 27 Marathonos Ave. Pallini, Greece (hereinafter
“Company”), and Dr. Mark A. Smith , with an
address at Chagrin Falls, Ohio (Hereinafter
“Consultant”).
W I T N E S S E T H:
WHEREAS the Consultant has developed considerable expertise
in the pathology of Alzheimer’s as well as other neurological
diseases.
WHEREAS the Company wishes to engage the services of the
Consultant to assist the Company in the advancement of drug
candidates with the potential to provide disease-modifying
treatments for certain neurological diseases.
AND WHEREAS Consultant wishes to perform such services among
others for and on behalf of the Company and the Company desires to
obtain and apply the expertise of the Consultant to the Business of
the Company.
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and
valuable consideration (the receipt of which is hereby acknowledged
by each of the parties hereto) the parties make the arrangements
and acknowledgements hereinafter set forth:
1.
Consulting Services - The Company hereby retains the
services of the Consultant and the Consultant hereby agrees to
provide the consulting services (the “Services”) to the
Company described in this Agreement, by providing such Services to
benefit the Company and its determination and implementation of the
Company's plans for its Business.
2.
Term - This Agreement is effective as of the
Effective Date and shall remain in force, for a period of 1 (one)
year.
3.
Termination
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3.1
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Either party may at any time
terminate this Agreement by providing the other party with at least
thirty (30) days written notice.
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3.2
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Upon termination of this
Agreement, Consultant shall return to the Company all material that
is the property of the Company.
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3.3
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Upon termination the Consultant
shall have 30 days to exercise any options that have already
vested. After 30 days any unexercised options shall become void and
of no further effect. All non-vested options at the time of
termination or death shall become immediately void and of no
further effect.
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4.
Compensation - In full consideration of the
Consultant's Services hereunder, the Company shall compensate the
Consultant a fee as follows:
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a.
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Pay to the Consultant a fee of
US$2,000.00 per month.
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b.
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Pay to the Consultant a fee of
US$250.00 per speaking engagement made on behalf of the
Company.
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c.
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Issue to the Consultant 50,000
Share purchase options subject to Schedule 1 as
attached.
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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”
Harvey Lalach
President
CONSULTANT:
“
Dr. Mark
Smith”
Dr. Mark Smith
SCHEDULE 1
STOCK OPTION AGREEMENT
This Stock Option Agreement is made as of January 13, 2009 by
and between Anavex Life Sciences Corp. (the
“Corporation”), and Dr. Mark Smith (the
“Optionee”).
RECITALS
A. T he
Corporation and the Optionee have entered into a Consulting
Agreement dated as o
