The SPONSOR hereby retains GBG to provide services to assist in the conduct of the project ANAVEX2-73 I/IIa clinical trials and overall clinical development path with resource being provided by GBG as outlined in Exhibit A, the outline of which is incorporated and made a part of this Agreement.

GBG hereby accepts said retainer and subject to terms and conditions hereinafter set forth agrees to provide the services outlined in Exhibit A.

GBG shall also provide additional services specified in any future Exhibit which may be agreed to between the parties in writing. If the SPONSOR wishes to change the scope of the services covered by this Agreement or wishes to obtain additional services not initially covered by this Agreement and/or not listed in an Exhibit, the SPONSOR shall so advise GBG and shall submit specifications to GBG. After receipt of the specifications GBG shall provide the SPONSOR with a cost estimate for performing the changed or additional services within a reasonable time frame. Each work assignment shall be governed by the terms and conditions of this Agreement and by such supplementary written amendments of this Agreement as may be, from time to time, executed between the parties. In the event of a conflict between the terms of this Agreement and Exhibit A, the terms of this Agreement shall govern.

Due to GBG’s strategic alliance with ABX-CRO advanced pharmaceutical services Forschungsgesellschaft m.b.H. (ABX- CRO), a specialized CRO in the conduct of Phase I/IIa studies, the Anavex2-73 Phase I/IIa study conduct, as mutually agreed with SPONSOR, will be carried out by ABX-CRO which is located and registered in Dresden, Germany. GBG will have overall responsibility for the overall clinical development, study management, oversight, study decisions, audits, reports, filings, regulatory meetings, study strategies and operation of the Anavex2-73 Phase I/IIa clinical study.

This Agreement is made on the 10^th day of August, 2010 (“Effective Date”) and shall thereafter remain in full force and effect until termination or expiration as provided herein.

In consideration of GBG’s performance of the services in accordance with the protocol(s) and the terms of this Agreement hereunder, the SPONSOR shall pay GBG the amounts specified in the Exhibit A and detailed budget overview provided and attached hereto or any subsequent Exhibit agreed to by the parties. Payment will be made on a pro rata basis in accordance with the payment schedule in Exhibit A upon receipt of an itemized monthly statement as described in Exhibit A. Should the scope of a project described in Exhibit A change, the fee to be paid by the SPONSOR pursuant to such Exhibit will be adjusted as mutually agreed upon in writing by the SPONSOR and GBG.

The SPONSOR will reimburse GBG for travel, telecommunications, printing and other reasonable out-of-pocket expenses incurred by GBG personnel at the written request of GBG as described in Exhibit A with a monthly cap of EUR 2,000 unless a higher amount is agreed to in writing the SPONSOR.

The fees payable under this Agreement shall not, and shall not be construed to, include local, state or federal or foreign sales, use, excise, personal property value added or other similar taxes or duties, and any such taxes shall be assumed and paid by the SPONSOR other than taxes based on the net income of GBG.

The invoices will always indicate the following references:

With respect to any and all information indicated as being of a confidential nature, including, but not limited to, protocols, data forms, and study results acquired by GBG from the SPONSOR, as a result of this Agreement or from performance of the services to be rendered hereunder, GBG agrees that it will not use said information other than for the purposes of this Agreement, and it will not disclose any of said information to any third party except as is pursuant to the purposes of this Agreement. The foregoing obligation shall not apply to information:

which was known to GBG prior to its receipt from the SPONSOR;

which is or lawfully becomes generally available to the public;

which is lawfully acquired from third parties who have a right to disclose such information;

which by mutual agreement is released from a confidential status.

The SPONSOR acknowledges that GBG may utilize such material and data internally for reference, pedagogical and methodological purposes.

The terms of this Section 4, and the parties’ obligations hereunder, shall survive for a period of five (5) years after termination or expiration of this Agreement and the completion of GBG’s services hereunder.

This Agreement may be terminated by either party upon ninety (90) days written notice by officers of either party duly authorized to do so.

This Agreement may be terminated by either party upon default in performance of the other party, provided that any defaulting party shall be given not less than sixty (60) days prior written notice of default and at GBG’s option the opportunity to cure the default during such period and SPONSOR’S written agreement to the cure provisions. The notice of the decision to terminate must be communicated to the defaulting party by the other party, by registered mail with acknowledgement of receipt. In the event this Agreement is terminated pursuant to this Section 5 § 5.01, GBG shall retain such sums as may have been paid to it by the SPONSOR under the terms of this Agreement to compensate GBG for work performed in accordance with Exhibit A following receipt of final monitoring report and resolution of any outstanding queries, as long as the Agreement is terminated for reasons other GBG’s negligence, non-adherence to the protocol(s) or non- adherence to the protocol time-frame, as far as monitoring is concerned. SPONSOR shall pay GBG any additional amounts owed, but not yet paid, for work performed, in accordance with the protocol(s) up to the point of termination, unless agreed by both parties in writing.

If not sooner terminated, and excepting Sections 4, 6 and 12, which shall survive the expiration or termination of this Agreement, this Agreement will expire after the completion of the work contemplated by Exhibit A.

The SPONSOR agrees to defend, indemnify, and hold harmless GBG and its respective subsidiaries, affiliates, employees, directors, independent contractors and agents against and from any claims, proceedings, or investigations arising out of or in connection with this Agreement, including, without limitation, amounts paid in settlement of claims, proceedings, or investigations, and agrees to bear all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in connection with the defense or settlement of any such claim, proceeding or investigation as such costs and expenses are incurred in advance of judgement, so long as GBG has strictly complied with the terms and conditions of work to be performed in Exhibit A Anavex2-73 protocol(s) and work and this Agreement, and such claim is not otherwise due to the fault or negligence of GBG, as far as monitoring is concerned, provided,

The SPONSOR agrees that GBG may disclose that the SPONSOR has retained GBG for professional services subject to mutual review and agreement of any such publicity including, but not limited to, press releases, conferences and other material displayed in the public domain. SPONSOR shall have final editing rights to such materials as they may have implications on SPONSOR as a public company.

GBG shall perform services under this Agreement only as an independent contractor, and nothing contained herein shall be construed to be inconsistent with that relationship or status. GBG, its subsidiaries, affiliates, employees and consultants shall not be considered employees or agents of the SPONSOR.

This Agreement shall not constitute, create, or in any way be interpreted as, a joint venture, partnership, or business organization of any kind.

GBG’s staff are not, nor shall they be deemed to be, at any time during the term of this Agreement, the employees of the SPONSOR. The relationship between the SPONSOR and GBG is that of independent contractors and in no event shall the parties be deemed to be partners, engaged in a joint venture, or the like. The SPONSOR agrees that neither it nor its subsidiaries nor other affiliated companies shall directly or indirectly solicit for employment, employ or otherwise retain staff of GBG during the term of this Agreement without the prior written consent of GBG officer(s) duly authorized to give such consent.

The SPONSOR acknowledges that GBG will require documents, drug supplies, data, records and co-operation by the SPONSOR in order to properly perform the services hereunder and that GBG is not responsible for errors, delays or other consequences arising from the failure of SPONSOR to provide such data, records, or co- operation.

The SPONSOR also acknowledges GBG will not be responsible for any default under this Agreement by reason of strikes, wars, fire, acts of God, acts in compliance with any law, rule, regulation or order of any governmental entity, or instrumentally thereof having jurisdiction over the parties or the services to be provided hereunder, or any other cause beyond its reasonable control.

All information, documents and raw data, excluding patient records, and any other third party proprietary information are owned by the SPONSOR. Following completion of the services outlined in Exhibit A, GBG will return data or other materials furnished to GBG. All study documentation not returned to the SPONSOR will be kept by GBG for at least two years after the termination of the study and GBG will inform sponsor of intentions related to such material at least 3 months prior to this 2 year period with a mutually agreed option to continue to store the material by SPONSOR, or otherwise archiving said material.

All administrative communications in this Agreement shall be by courier such as FedEx, to the address mentioned in page 1. Payments need to be made as described in the invoices that will be sent to SPONSOR either in the form of a check or a direct international wire, as specified. GBG acknowledges that SPONSOR may withhold payment if deliverables substantially differ in timelines or quality from that represented in Exhibit A provided that such issues do not occur due to direct actions on the part of the SPONSOR and that GBG has already effected a reasonable and timely cure which has been discussed and suitably evidenced and agreed in writing with SPONSOR.

14.01:

Neither party shall have the right to assign this Agreement or any or any of the rights or obligations hereunder without the prior written consent of the other party.

This Agreement constitutes the entire agreement between the parties on the subject matter defined in Exhibit A and supersedes all prior contracts, agreements, and understandings relating to the same subject matter between the parties. The parties intend this Agreement to be a complete statement of the terms of their agreement, and no change or modification of any of the provisions of this Agreement shall be effective unless it is in writing and signed by a duly authorized officer of GBG and the SPONSOR.

This Agreement between the parties shall constitute a basic agreement, the terms and conditions of which shall apply to each Exhibit agreed upon by the parties.

This Agreement shall be governed by and construed in accordance with the laws of New Jersey, USA.

If any one or more of the provisions of the agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of the Agreement shall

power point slide proposal entitled Exhibit A which provides details on project work, deliverables, budget, timelines and assumptions