Full Press Release Details
| INSIDER TRADING POLICY |
| And Guidelines with Respect to |
| Certain Transactions in Company Securities. |
This Insider Trading Policy (the Policy ) provides guidelines
to employees, officers, and directors of ANAVEX LIFE SCIENCES CORP. (the
Company ) with respect to transactions in the Company s securities.
Applicability of Policy
This Policy applies to all transactions in the Company s
securities, including common stock, stock options and any other securities the
Company may issue from time to time, such as preferred stock, warrants and
convertible debentures. It applies to all officers of the Company, all members
of the Company s Board of Directors, all members of the Company s Advisory Board
of Directors and all employees of, and consultants and contractors to the
Company and its subsidiaries who receive or have access to Material Nonpublic
Information (as defined below) regarding the Company. This group of people,
members of their immediate families, and members of their households are
sometimes referred to in this Policy as Insiders. This Policy also applies to
any person who receives Material Nonpublic Information from any Insider.
Any person who possesses Material Nonpublic Information
regarding the Company is an Insider for so long as the information is not
publicly known. Any employee can be an Insider from time to time, and would at
these times be subject to this Policy.
Definition of Material Nonpublic Information
It is not possible to define all categories of Material
Nonpublic Information. However, information should be regarded as material if
there is a reasonable likelihood that it would be considered important to a
reasonable investor in making an investment decision regarding the purchase or
sale of the Company s securities.
While it may be difficult under this standard to determine
whether particular information is material, there are various categories of
information that are particularly sensitive and, as a general rule, should
always be considered material. Examples of such information may include:
projections of future earnings or losses;
details of product development plans;
results of product development;
news of a pending or proposed merger or joint venture;
news of the disposition of a subsidiary;
impending bankruptcy or financial liquidity problems;
impending spin outs;
gain or loss of a substantial customer or supplier;
new product announcements of a significant nature;
significant product defects or modifications;
significant pricing changes;
stock splits or consolidations;
new equity or debt offerings;
significant litigation exposure due to actual or threatened litigation;
major changes in senior management.
Either positive or negative information may be material.
Nonpublic information is information that has not been
previously disclosed to the general public and is otherwise not available to the
It is the policy of the Company to oppose the unauthorized
disclosure of any nonpublic information acquired in the work-place and the
misuse of Material Nonpublic Information in securities trading.
| 1. | Trading on Material Nonpublic Information. No Insider shall engage in any transaction involving a purchase or sale of Company s securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company, and ending at the close of business on the second Trading Day (as defined below) following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. As used herein, the term Trading day shall mean a day on which the OTC Bulletin Board service of the National Association of Securities Dealers, Inc. or any other market on which the Company s shares are then listed or quoted, is open for trading. | ||||
| 2. | Tipping. No Insider shall disclose ( tip ) any Material Nonpublic Information to any other person (including family members), nor shall such Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company s securities. | ||||
| 3. | Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden. |
Potential Criminal and Civil Liability
and/or Disciplinary Action
| 1. | Liability for Insider Trading. Insiders may be subject to penalties of up to $1 million and up to ten years in jail for engaging in transactions in the Company s securities at a time when they have knowledge of Material Nonpublic Information regarding the Company. | |
| 2. | Liability for Tipping . Insiders may also be liable for improper transactions by any person (commonly referred to as a tippee ) to whom they have disclosed Material Nonpublic Information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company s securities. The Securities and Exchange Commission (the SEC ) has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges and the National Association of Securities Dealers, Inc. use sophisticated electronic surveillance techniques to uncover insider trading. | |
| 3. | Possible Disciplinary Actions . Employees of the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company s equity incentive plans, immediate termination of employment and/or forfeiture of Company options previously granted. |
| 1. | Mandatory Black-out Period For Officers, Directors and Certain Employees, Recommended For All Employees . The period beginning two weeks before the filing due date for financial information after the end of each fiscal quarter or year and ending two Trading Days following the date of public disclosure of the financial results for each fiscal quarter or year, is a particularly sensitive period of time for transactions in the Company s securities from the perspective of compliance with applicable securities laws. This sensitivity is due to the fact that officers, directors and certain other employees will, during that period, often possess Material Nonpublic Information about the expected financial results for the quarter. | |
| Accordingly, to ensure compliance with this Policy and applicable federal and state securities laws, all Insiders having access to the Company s internal financial statements or other Material Nonpublic Information shall refrain from conducting transactions involving the purchase or sale of the Company s securities during the period beginning two weeks before the filing due date and ending two Trading Days following the date of public disclosure of the financial results for each fiscal quarter or year (the Black-out Period ). Unless otherwise advised by the Insider Trading Compliance Officer, the Black-out Period shall be the period indicated above. The purpose behind the Black-out Period is to establish a diligent effort to avoid any improper transactions. | ||
| From time to time, the Company may also recommend that directors, officers, selected employees and others suspend trading because of developments known to the Company and not yet disclosed to the public. In such event, such persons are advised not to engage in any transaction involving the purchase or sale of the Company s securities during such period and should not disclose to others the fact of such suspension of trading. | ||
| It should be noted, however, that even outside the Black-out Period, any person possessing Material Nonpublic Information concerning the Company should not engage in any transactions in the Company s securities until such information has been known publicly for at least two Trading Days, whether or not the Company has recommended a suspension of trading to that person. Assuming the absence of Material Nonpublic Information, trading in the Company s securities outside of the Black-out Period should not be considered a safe harbor, and all directors, officers and other persons should use good judgment at all times. | ||
| 2. | Pre-clearance of Trades. The Company has determined that all directors, officers and 10% shareholders of the Company should refrain from trading in the Company s securities without first complying with the Company s pre-clearance process. Each officer and director should contact the Company s Insider Trading Compliance Officer or Chief Financial Officer prior to commencing any trade in the Company s securities. If the direction from this Officer is unclear and/or the situation is unclear, further external and competent securities counsel should be sought and the process and advice documented. The Company may find it necessary, from time to time, to require compliance with the pre-clearance process from certain employee s, consultants and contractors other than and in addition to officers and directors. Any employee with any questions regarding trading in the Company s securities is encouraged to contact the Insider Trading Compliance Officer or Chief Financial Officer. |
| 3. | Individual Responsibility. Every Insider has the individual responsibility to comply with this Policy against insider trading, regardless of whether the Insider trades even outside the Black-out Period. | |
| An Insider may, from time to time, have to forego a proposed transaction in the Company s securities even if he or she planned to make the transaction before learning of the Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting. |
Applicability of Policy to Inside Information
Regarding Other Companies
This Policy and the guidelines
described herein also apply to Material Nonpublic Information relating to other
companies, including the Company s customers, vendors or suppliers ( business
partners ), when that information is obtained in the course of employment with,
or other services performed on behalf of, the Company.
Civil and criminal penalties, and
immediate termination of business relationship, may result from trading on
inside information regarding the Company s business partners. All employees
should treat Material Nonpublic Information about the Company s business
partners with the same care required with respect to information related
directly to the Company.
For the purposes of this Policy, the
Company considers that exercise of stock options for cash under the Company s
stock options plans (but not the sale of any such shares) is
exempt from this Policy, since the other party to the transaction is the Company
itself and the price does not vary with the market but is fixed by the terms of
the stock option agreement or the stock option plan.
Additional Information Directors and Officers
The Company and the Insiders must
comply with the reporting obligations and limitations on short-swing
transactions set forth in Section 16 of the Securities Exchange Act of
1934, as amended. The practical effect of these provisions is that officers
and directors who purchase and sell, or sell and purchase, the Company s
securities within a six-month period must disgorge all profits to the Company
whether or not they had knowledge of any Material Nonpublic Information. Under
these provisions, and so long as certain other criteria are met, the receipt of
a stock option under the Company s stock option plans, not the exercise of that
option, is deemed a purchase under Section 16; however, the sale of any such
shares is a sale under Section 16. Moreover, no officer or director may ever
make a short sale of the Company s stock. The Company has provided, or will
provide, separate memoranda and other appropriate materials to its officers and
directors regarding compliance with Section 16 and its related rules.
Please direct your questions as to any
of the matters discussed in this Policy to the Company s Insider Trading
Compliance Officer or Chief Financial Officer.
ANAVEX LIFE SCIENCES CORP.
___________________, 2010
Dear Officer, Director or Employee:
Enclosed is a memorandum from Harvey Lalach, COO, Anavex Life
Sciences Corp. s newly appointed Insider Trading Compliance Officer, a copy of
the Company s Insider Trading Policy, and, for officers and directors, a summary