The SPONSOR hereby retains ABX-CRO to provide services to assist in the conduct of the project Anavex2-73 with resource being provided by ABX-CRO outlined in an Exhibit A which is incorporated and made a part of this Agreement.

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

ABX-CRO shall also provide additional services specified in any future Exhibit, under the auspices of Genesis BioPharma Group, LLC (GBG) which holds responsibility for the management and operation of the Anavex2-73 clinical development, 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 ABX-CRO and shall submit specifications to ABX-CRO. After receipt of the specifications ABX-CRO shall provide the SPONSOR with a cost estimate for performing the changed or additional services. Each work assignment shall be governed by the terms and conditions of this Agreement and by such supplementary written amendments of this Agreement of this Agreement of Exhibits as may be, from time to time, executed between the parties and with agreement of Genesis BioPharma Group. In the event of a conflict between the terms of this Agreement and Exhibit A, the terms of this Agreement shall govern.

Due to ABX CRO strategic alliance with GBG, a vertically integrated full-service CRO, GBG will hold responsibility in the oversight, management and operational aspects of the Anavex2- 73 clinical Phase I/IIa study, as mutually agreed with SPONSOR, in the conduct of the Anavex2-73 Phase I/IIa clinical study.

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 ABX-CRO from the SPONSOR, as a result of this Agreement or from performance of the services to be rendered hereunder, ABX-CRO 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 ABX-CRO 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 ABX-CRO 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 ABX-CRO’s services hereunder.

This Agreement may be terminated by either party upon ninety (90) days written notice.

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. 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, ABX- CRO shall retain such sums as may have been paid to it by the SPONSOR under the terms of this Agreement to comensate ABX- CRO 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 ABX-CRO’s negligence, non-adherence to the protocol(s) or non- adherence to the protocol time-frame, as far as monitoring is concerned. the SPONSOR shall pay ABX-CRO any additional amounts owed, but not yet paid, for work performed, in accordance with the protocol(s).

If not sooner terminated, and excepting Sections 4, 6 and 11, which shall survive the expiration or termination of this Agreement, this Agreement will expire after the completion of the work contemplated by Exhibit A.

ABX-CRO 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. ABX- CRO, 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.

ABX-CRO’s staff members 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 ABX-CRO 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 ABX-CRO during the term of this Agreement without the prior written consent of ABX-CRO’s officer(s) duly authorized to give such consent.

The SPONSOR warrants and represents that, to the best of its knowledge all information relating to this work, disclosed to ABX- CRO prior to signature of an Agreement on behalf of the SPONSOR was correct at the time of disclosure. ABX-CRO warrants and represents that it possesses the requisite skill, experience, and personnel to perform the described services, in the required timeline.

The SPONSOR acknowledges that the results of the services to be provided hereunder are inherently uncertain and that, accordingly, there can be no assurance, representation, or warranty by ABX-CRO that the product covered by this Agreement can, either during the term of this Agreement or thereafter, be successfully developed or, if so developed, will receive the required approval by the regulatory authorities.

The SPONSOR acknowledges that ABX-CRO will provide professional services hereunder and not a product. THE TERMS OF THIS AGREEMENT EXCLUDE ALL IMPLIED WARRENTIES INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABLENESS AND FITNESS FOR A PARTICULAR PURPOSE.

The SPONSOR acknowledges that the services to be provided by ABX-CRO hereunder are based upon information supplied by ABX-CRO, the SPONSOR and other parties. Therefore ABX-CRO cannot guarantee or warrant such services to any specifications, functions or other standards, other than outlined in the Exhibit A. The sole remedy of the SPONSOR for any breach or default by ABX-CRO shall be termination of this Agreement as described in section 5 TERMINATION. In no event ABX-CRO will be liable for special, indirect, incidental or consequential damages or for any liability to a third 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 ABX-CRO 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.

ABX-CRO shall avoid all conflicts of interest in performing the Services and may not solicit Anavex Life Sciences Corp. for further business unless it is expressly stated in writing by Genesis BioPharma Group for a period of five years.

This Agreement shall be governed by and construed in accordance with the laws of Germany. The competent jurisdiction in case of dispute between the parties will be the courts of Dresden, Germany.

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 not in any way be affected of impaired thereby and the invalid provision shall be modified to the extend required to be enforceable.