**Exhbit10.5**

**Amendedand RestatedEmployment Agreement**

THIS EMPLOYMENT AGREEMENT (this “Agreement”)made effective as of the 7th day of November 2006 (the “Effective Date”), byand between Advanced Life Sciences, Inc., an Illinois corporation (the “Company”),and **Ze-Qi Xu, Ph.D.** (the “Executive”).

WHEREAS, theCompany and the Executive previously entered into an employment contract (the “ExistingEmployment Contract”); and

WHEREAS, theCompany and the Executive desire to enter into this Amended and Restated Agreement,effective as of the Effective Date, to amend and restate the ExistingEmployment Contract; and

WHEREAS, theCompany desires to employ the Executive in accordance with the terms andconditions hereinafter set forth and the Executive desires to be so employed;and

WHEREAS, theCompany has agreed with the Executive that this Agreement shall set forth theterms and conditions of the Executive’s employment with the Company;

NOW, THEREFORE, inconsideration of the mutual covenants contained herein, the Company and theExecutive agree as follows:

1.             Term. The employment of theExecutive by the Company pursuant to this Agreement shall begin as of theEffective Date and shall expire on the third anniversary of the Effective Date(the “Term”), unless extended, as set forth below, or otherwise terminatedpursuant to the provisions of this Agreement; provided, however,that commencing on the third anniversary of the Effective Date and on eachanniversary thereafter, the Term of this Agreement shall automatically beextended for one additional year unless, not later than 90 days prior to suchanniversary, the Executive or the Company shall have given notice in writingthat he or it does not wish to extend this Agreement.

2.             Position and Duties. TheExecutive shall serve as the **Chief Scientific Officer**ofthe Company, and shall have such responsibilities, duties and authority as areassigned by the Chief Executive Officer of the Company and are customarilyassociated with such position, including but not limited to, those he may haveas of the Effective Date. The Executive shall devote such time to theperformance of his duties as is necessary to satisfactorily perform hisresponsibilities and duties.

3.             Place of Performance. Inconnection with the Executive’s employment by the Company, the Executive shallbe based at the principal executive offices of the Company currently inWoodridge, Illinois, except for required travel on the Company’s business.

4.             Compensation and Related Matters.During the Term of the Executive’s employment, as compensation andconsideration for the performance by the Executive of the Executive’s duties,responsibilities and covenants pursuant to this Agreement, the Company shallpay the Executive and the Executive agrees to accept in full payment for suchperformance the amounts and benefits set forth below.

(a)           Salary.The Company shall pay to the Executive an annual base salary of $**180,000** (“Base Salary”), payable in substantially equalinstallments no less frequently than monthly in accordance with the Company’sapplicable payroll practices. The amount of Base Salary shall be reviewedannually by the Chief Executive Officer to determine whether to increase theBase Salary on a prospective basis and may be increased by the CompensationCommittee of the Board. Any such salary adjustment shall then be consideredBase Salary for 

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the purposes of this Agreement. The Executive’s Base Salary shall notbe reduced after any increase, without the Executive’s consent.

(b)           Bonus.The Executive shall be eligible to participate throughout the Term in theCompany’s annual bonus plan or any similar or successor bonus plan (“BonusPlan”) in accordance with the Company’s compensation practices and theterms and provisions of the Bonus Plan. The Executive may be eligible toreceive an annual performance bonus equal to **thirtypercent** (**30%**) of BaseSalary or such greater amount as the Compensation Committee of the Board ofDirectors may determine. The amount of Bonus shall be reviewed annually and maybe increased by the Compensation Committee of the Board of Directors.

(c)           StockIncentive Plan. As of the Effective Date, the Executive shall be shall beeligible to receive additional awards of the Company’s common stock under theCompany’s Stock Incentive Plan or under any other equity plan of the Company asdetermined by the Compensation Committee of the Board of Directors of theCompany in its discretion.

(d)           OtherBenefits and Perquisites. During the Term of the Executive’s employmenthereunder:

(i)            Benefit Plans. The Executiveshall be entitled to participate in or receive benefits under any employeepension or welfare benefit plan or arrangement made available by the Company atany time during his employment hereunder to its employees (collectively the “BenefitPlans”), including without limitation each qualified retirement plan, lifeinsurance and accident plan, medical, dental insurance plans, and disabilityplan, subject to and on a basis consistent with the terms, conditions andoverall administration of such plans and arrangements, as they may be amendedfrom time to time.

(ii)           Vacation. The Executive shallbe entitled to not less than **20**days of paidvacation in each calendar year, in accordance with the Company’s vacationpolicy.

(iii)          Expense Reimbursement. TheExecutive shall be entitled to receive reimbursement for all reasonablebusiness, travel or other out-of-pocket expenses incurred by the Executive infulfilling the Executive’s duties and responsibilities hereunder, provided thatsuch expenses are incurred and accounted for in accordance with the policiesand procedures established by the Company.

5.             Termination.

(a)           TheExecutive’s employment hereunder may be terminated under the followingcircumstances:

(i)            Thedeath of the Executive;

(ii)           Bythe Company for “Cause”, which shall mean any of the following:, as determinedby the Board in its discretion: (A) conviction of or plea of guilty or *nolo contendere* to any criminal violationinvolving dishonesty or fraud; (B) engagement in conduct that is injurious tothe Company; (C) engagement in any act of dishonesty or misconduct that resultsin damage to the Company or its business or reputation or that the Boarddetermines to adversely affect the value, reliability or performance of theExecutive to the Company; (D) refusal or failure to substantially comply withthe Company’s human resources rules, policies, directions and/or restrictionsrelating to harassment and/or discrimination, or with compliance or riskmanagement rules, policies, 

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directions and/or restrictions; (E) unauthorized use or disclosure ofConfidential Information (as defined below) or other trade secrets of theCompany; (F) loss of any license or registration that is necessary for theExecutive to perform his duties to the Company, or commission of any act thatcould result in the legal disqualification of the Executive from being employedby the Company or any of its affiliates; (G) failure to cooperate with theCompany or any of its affiliates in any internal investigation or administrative,regulatory or judicial proceeding; or (H) continuous failure by the Executiveto perform his duties to the Company (which may include any sustained andunexcused absence of the Executive from the performance of such duties, whichabsence has not been certified in writing as due to physical or mental illnessor disability), after a written demand for performance has been delivered tothe Executive identifying the manner in which the Executive has failed tosubstantially perform such duties. The application of any part of thedefinition of Cause set forth in clauses (A) through (H) above to the Executiveshall not preclude or prevent the reliance by the Company or the Board on anyother part of the definition that also may be applicable. In addition, theExecutive’s employment shall be deemed to have terminated for Cause if, afterthe Executive’s employment has terminated, facts and circumstances arediscovered that would have justified a termination for Cause.

(iii)          Bymutual agreement between the Company and the Executive; or

(iv)          Bythe Executive or the Company for any reason other than as stated in Sections5(a)(i) through 5(a)(iii) above, upon providing a Notice of Termination (asdefined in Section 5(b)).

(b)           Noticeof Termination. Any termination of the Executive’s employment by theCompany or by the Executive (other than a termination pursuant to Section5(a)(i) above) shall be communicated by written Notice of Termination to theother party hereto in accordance with Section 10. For purposes of thisAgreement, a “Notice of Termination” shall mean a notice that shall indicatethe specific termination provision in this Agreement relied upon and shall setforth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive’s employment under the provision soindicated.

(c)           “Dateof Termination” shall mean (i) if the Executive’s employment is terminatedpursuant to Section 5(a)(i) above, the date of his death; (ii) if the Executive’semployment is terminated pursuant to Section 5(a)(ii) or 5(a)(iv) above, thedate such Notice of Termination is given (or such later date as providedtherein); (iii) if the Executive’s employment is terminated pursuant to Section5(a)(iii) above, the date mutually agreed to by the parties; (iv) the date theTerm of this Agreement expires, if either the Company or the Executive providesnotice in accordance with Section 1; or (v) if the Executive terminates hisemployment and fails to provide written notice to the Company of such termination,the date of such termination.

6.             Compensation Upon Termination.

(a)           Thefollowing payments shall be made upon the Executive’s termination of employmentfor any reason: (i) earned but unpaid Base Salary through the Executive’s Dateof Termination; (ii) any accrued but unpaid vacation; (iii) unreimbursedbusiness expenses owed pursuant to Section 4(d)(iii); and (iv) any amountspayable under any of the Company’s Benefit Plans in accordance with the termsof those plans. All amounts under clauses (i) through (iii) shall be paid in alump sum on the Executive’s Date of Termination or as soon as administrativelypracticable thereafter.

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(b)           Inthe event that the Executive’s employment is terminated pursuant to Sections5(a)(i) or 5(a)(ii), or by the Executive for any reason****pursuant to Section 5(a)(iv), above, theCompany shall have no further obligation to the Executive under this Agreement,other than the payments in Section 6(a).

(c)           Ifthe Executive’s employment is terminated by the parties pursuant to Section5(a)(iii) above, the Executive shall be entitled to receive the compensationthe parties specify in any written agreement that the Company and the Executiveexecute regarding the Executive’s termination.

(d)           Inaddition to the payments made under Section 6(a), if the Executive’s employmentis terminated by the Company without Cause pursuant to Section 5(a)(iv) above,the Company shall, for a period of **six (6) months**following the Date of Termination (the “Severance Period”) or such greateramount as the Compensation Committee of the Board of Directors may determine,(i) provide to Executive salary continuation, at Executive’s Base Salary ratethen in effect, and (ii) continue the Executive’s coverage under the BenefitPlans in which the Executive participated immediately prior to the Date ofTermination, provided, however, that if the Company cannot continue suchcoverage, the Company shall provide or arrange to provide, at its expense,similar coverage to the Executive. The Severance Period may be increased by theCompensation Committee of the Board Directors. Any such increase shall then beconsidered the Severance Period for the purposes of this Agreement. Notwithstandingthe forgoing, vacation days shall not accrue during the **six (6)month** period of severance.

(e)           TheExecutive shall not be required to mitigate the amount of any payment providedfor in this Section 6 by seeking other employment or otherwise, nor shall theamount of any payment or benefit provided for in this Section 6 be reduced byany compensation earned by the Executive as the result of employment by anotheremployer, by retirement benefits, by offset against any amount claimed to beowed by the Executive to the Company, or otherwise.

(f)            Theobligations of the Company to make payments and provide benefits under thisSection 6 shall survive the termination of this Agreement.

7.             Change in Control. Upon a Change inControl, all outstanding stock options and other equity awards under theCompany’s Stock Incentive Plan or other similar or successor plan held by theExecutive will immediately become fully vested and exercisable.

(a)           Payments and Benefits Upon EmploymentTermination Upon a Change in Control. If the Executive’s employment isterminated other than for Cause within 24 months after a Change in Control (asdefined below), the Company shall provide the following payments and benefitsto the Executive, in lieu of those payments and benefits provided underSections 6(d), but in addition to the amounts payable under Section 6(a):

(i)            The Company shall pay the Executivea lump sum cash amount equal to two (2) times the sum of (A) the Executive’sBase Salary as in effect on the date of the Executive’s termination ofemployment and (B) the Executive’s target bonus amount for the fiscal year inwhich the Executive’s employment is terminated OR an amount equal to the annualbonus paid to the Executive during the fiscal year immediately preceding theExecutive’s termination of employment.

(ii)           The Company shall continue theExecutive’s coverage under the Benefit Plans in which the Executiveparticipated immediately prior to the Executive’s termination of employment fora period of 24 months, provided, however, that if the Company cannot continuesuch coverage, the Company shall provide or arrange to provide, at its expense,similar coverage to the Executive.

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(b)           Timing of Payment. All payments underSection 7(a) shall be made in a lump sum cash payment as soon as practicable,but in no event more than 10 days after the Executive’s termination ofemployment.

(c)           Definitions. For purposes of thisAgreement, the following terms shall have the following definitions:

(i)            “Change in Control” means theoccurrence of any one or more of the following:

(A)          Any “person”(as such term is defined in Section 3(a)(9) of the Securities Exchange Act of1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3) and14(d)(2) of the Exchange Act), including a “group” (as defined in Section13(d)(3) of the Exchange Act), other than (I) the Company, (II) anywholly-owned subsidiary of the Company, (III) any employee benefit plan (orrelated trust) sponsored or maintained by the Company or any of its affiliates,or (IV) a “Permitted Holder” (as defined below), becomes a “beneficial owner”(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of the Company having fifty percent (50%) or more of the combinedvoting power of the then-outstanding securities of the Company that may be castfor the election of directors of the Company (other than as a result of anissuance of securities initiated by the Company in the ordinary course ofbusiness) (the “Company Voting Securities”); provided, however, that the eventdescribed in this Section 7(c)(i) shall not be deemed to be a Change in Controlby virtue of any underwriter temporarily holding securities pursuant to anoffering of such securities;

(B)           Duringany period of two consecutive years, individuals who at the beginning of anysuch period constitute the Board (the “Incumbent Directors”) cease for anyreason to constitute at least a majority of the Board, unless the election, orthe nomination for election by the stockholders of the Company, of each newdirector of the Company during such period was approved by a vote of at leasttwo-thirds of the Incumbent Directors then still in office;

(C)           Asthe result of, or in connection with, any cash tender or exchange offer, mergeror other business combination, sale of all or substantially all of the Company’sassets or contested election, or any combination of the foregoing transactions,less than a majority of the combined voting power of the then-outstandingsecurities of the Company or any successor corporation or entity entitled tovote generally in the election of the directors of the Company or such othercorporation or entity after such transaction is held in the aggregate by theholders of the securities of the Company entitled to vote generally in theelection of directors of the Company immediately prior to such transaction; or

(D)          Thestockholders of the Company approve a plan of complete liquidation ordissolution of the Company.

Notwithstanding the foregoing, a Change in Controlshall not be deemed to occur solely because any person acquires beneficialownership of more than fifty percent (50%) of the Company Voting Securities asa result of the acquisition of Company Voting Securities by the Company whichreduces the 

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number of Company Voting Securities outstanding;provided, however, that if after such acquisition by the Company such personbecomes the beneficial owner of additional Company Voting Securities thatincreases the percentage of outstanding Company Voting Securities beneficiallyowned by such person, a Change in Control transaction shall then occur.

Further notwithstanding the foregoing, unless amajority of the Incumbent Directors determines otherwise, no Change in Controlshall be deemed to have occurred with respect to the Executive if the Change inControl results from actions or events in which the Executive is a participantin a capacity other than solely as an officer, employee or director of theCompany or any of its affiliates.

(ii)           “PermittedHolders” means (A) Michael T. Flavin (the “Principal”), (B) the spouse or anyimmediate family member of the Principal and any child or spouse of any spouseor immediate family member of the Principal, (C) a trust, corporation,partnership or other entity, the beneficiaries, stockholders, partners, ownersor persons beneficially holding, directly or indirectly, a controlling interestof which consists of the Principal and/or such other persons referred to in theimmediately preceding clause (B), or (D) the trustees of any trust referred toin clause (D).

(d)           Treatmentof Parachute Payments.

(i)            Notwithstandingany other provisions of this Agreement, and except as set forth below, in theevent that any payment or benefit received or to be received by the Executivein connection with a Change in Control or the termination of the Executive’semployment (whether pursuant to the terms of this Agreement or any other plan,arrangement or agreement with the Company, any person whose actions result in aChange in Control or any person affiliated with the Company or such person)(all such payments and benefits, including payments under Section 7(a) above,being hereinafter called “Total Payments”) is determined to be an “excessparachute payment” pursuant to Section 280G of the Internal Revenue Code of1986, as amended (the “Code”), or any successor or substitute provision of theCode, with the effect that the Executive is liable for the payment of theexcise tax described in Code Section 4999 or any successor or substituteprovision of the Code (the “Excise Tax”), then, after taking into account anyreduction in the Total Payments provided by reason of Code Section 280G in suchother plan, arrangement or agreement, the cash payments provided in Section7(a)(i) of this Agreement shall first be reduced, and the noncash payments andbenefits shall thereafter be reduced, to the extent necessary so that noportion of the Total Payments is subject to the Excise Tax; provided, however,that the Executive may elect (at any time prior to the payment of any TotalPayment under this Agreement) to have the noncash payments and benefits reduced(or eliminated) prior to any reduction of the cash payments under thisAgreement.

(ii)           Alldeterminations required to be made under this Section 7(d), and the assumptionsto be utilized in arriving at such determination, shall be made by thecertified public accounting firm used for auditing purposes by the Companyimmediately prior to the date of the Executive’s termination of employment or,if the parties determine that such certified public accounting firm cannot makesuch determination because of legal restrictions, the parties shall agree on adifferent certified public accounting firm (such certified public accountingfirm is hereinafter referred to as the “Accounting 

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Firm”), which shall provide detailed supporting calculations both tothe Company and the Executive not later than 5 days prior to the date of theExecutive’s termination of employment. The Company shall pay all fees andexpenses of the Accounting Firm. Any determination by the Accounting Firm shallbe binding upon the Company and the Executive, except as provided in paragraph(iii) below.

(iii)          Asa result of the uncertainty in the application of Code Sections 280G and 4999at the time of the initial determination by the Accounting Firm hereunder, itis possible that the Internal Revenue Service (the “IRS”) or other agency willclaim that an Excise Tax, or a greater Excise Tax, is due. If the Executive isrequired to make a payment of any such Excise Tax, the Company will promptlypay the Executive an additional amount equal to the amount, or greater amount,of Excise Tax the Executive is required to pay (plus a gross up payment for anyincome taxes, interest, penalties or additional Excise Tax payable by Executivewith respect to such Excise Tax or additional payment), as determined by theAccounting Firm. The Executive will notify the Company in writing of any claimby the IRS or other agency that, if successful, would require payment by theCompany of the additional payments under this paragraph. The Executive and theCompany shall each reasonably cooperate with the other in connection with anyadministrative or judicial proceedings concerning the existence or amount ofliability for Excise Tax with respect to the Total Payments. The Company shallpay all fees and expenses of the Executive relating to a claim by the IRS orother agency.

8.             RestrictiveCovenants.

(a)           TradeSecrets. The Executive acknowledges that he has had and shall have access toconfidential information of the Company, whether or not reduced to writing andwhether in paper, electronic, digital, analog or other format (including, butnot limited to, trade secrets, know-how, Inventions (as defined below), newproduct and product development information, research results, marketing andsales programs, customer and supplier information, financial data, employeerecords, cost information, pricing information, sales and marketing strategies,the identity of customers, information received by the Company under anobligation of confidentiality to customers, and all information generated bythe Company for customers) relating to the past, present or planned business,customers, clients, contacts, prospects and assets of the Company that isunique, valuable and has not purposefully been made generally known to thepublic by the Company (“Confidential Information”). Confidential Informationshall not include any information that: (i) is now, or hereafter becomes,through no act or failure to act on the part of the Executive that constitutesa breach of this Section 8, generally known or available to the public; (ii) ishereafter furnished without restriction on disclosure to the Executive by athird party, other than an employee or agent of the Company, who is not underany obligation of confidentiality to the Company; (iii) is disclosed with thewritten approval of the Company; or (iv) is required to be disclosed orprovided by law, court order, or similar compulsion, including pursuant to orin connection with any legal proceeding involving the parties hereto; provided,however, that such disclosure shall be limited to the extent so required orcompelled; and provided further, however, that if the Executive is required todisclose such Confidential Information, the Executive shall give the Companynotice of such disclosure and cooperate in seeking suitable protections. TheExecutive acknowledges that all Confidential Information, and all documents,files, reports, drawings, designs, specifications, formulae, samples, data,writings, tools, equipment, memory devices or any other tangible objects thatincorporate, contain, refer to or embody any Confidential Information (“Items”),acquired by the Executive in connection with the Executive’s employment withthe Company are the property of the Company. Other than in the course ofperforming services for the Company or otherwise authorized in writing by the 

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Company, the Executive shall not, at any time, directly or indirectlyuse, divulge, furnish or make accessible to any person any ConfidentialInformation, but instead shall keep all Confidential Information strictly andabsolutely confidential. The Executive shall deliver promptly to the Company,at the termination of his employment or at any other time at the request of theCompany, without retaining any copies, all Items and any other documents ormaterials in the Executive’s possession relating, directly or indirectly, toany Confidential Information.

(b)           Non-competition.Beginning on the Effective Date and for a period of twelve (12) monthsfollowing Executive’s Date of Termination (the “Restricted Period”), Executiveshall not directly or indirectly, alone or in conjunction with any other party,own any interest in, operate, control, engage in or participate as a partner,director, principal, officer, employee, independent contractor or agent of, actas a consultant to, perform any services for, or assist in any way any company,person, or entity in the United States that is engaged in “Competing Services”(as defined herein). Competing Services shall mean chemistry and biologyresearch and development relating to, arising from, connected with, orcompetitive with or intended to be competitive with, any product or researchproject as to which the Executive performed services for the Company, or aboutwhich the Executive received access to Confidential Information while employedby the Company. If the Executive obtains other employment during thetwelve-month period after the Executive’s Date of Termination, the Executiveagrees to notify the Company in writing of the name and address of suchemployer. The Executive understands, and the Company agrees, that the Companyshall pay to the Executive a monthly amount equal to one month of the Executive’sfinal Base Salary if the Executive is unable to secure other employment as adirect result of this Section 8(b). The Executive agrees and acknowledges that(i) the Company shall be obligated to make such payment only upon a writtenrequest by the Executive containing sufficient information for the Company tomake a determination that this Section 8(b) caused the Executive’s inability tosecure other employment, and (ii) the Company shall be released from theobligation to make such payment if the Company provides the Executive a writtenrelease from this Section 8(b). The Company’s obligation to make payments underthis Section 8(b) shall be made only for the period beginning with theExecutive’s inability to secure other employment as a result of this Section8(b) and ending no later than the expiration of the twelve-month periodfollowing the Executive’s Date of Termination.

(c)           Non-Solicitationof Employees. During the Restricted Period, the Executive shall not, directlyor indirectly solicit or induce, or attempt to solicit or induce, any currentemployee of the Company, or any individual who becomes an employee during theRestricted Period, to leave his or her employment with the Company or join orbecome affiliated with any other business or entity, hire any employee of theCompany or in any way interfere with the relationship between any employee andthe Company.

(d)           Non-Solicitationof Customers. During the Restricted Period, the Executive shall not, directlyor indirectly, solicit or induce, or attempt to solicit or induce, anycustomer, supplier, licensee, licensor or other business relation of theCompany to terminate its relationship or contract with the Company, to ceasedoing business with the Company, or in any way interfere with the relationshipbetween any such customer, supplier, licensee or business relation and theCompany (including making any negative statements or communications concerningthe Company or their employees).

(e)           Inventions.The Executive acknowledges all inventions of the Company (including, but notlimited to, procedures, systems, machines, methods, processes, uses,apparatuses, compositions of matter, designs, or configurations of any kind,discovered, conceived, reduced to practice, developed, made or produced) (“Inventions”)that (i) relate to the present or planned business of the Company or the workperformed by the Company for its 

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customers, and (ii) are conceived or reduced to practice by theExecutive, either alone or with others, during the Executive’s employment withthe Company or during a period of 120 days after the Executive’s Date ofTermination, whether or not done during the Executive’s regular working hours,are the sole property of the Company, including, without limitation, alldomestic and foreign patent rights, rights of registration or other protectionunder the copyright laws, or other rights pertaining to the Inventions. Forpurposes of this Agreement, Inventions shall include any improvements to anInvention and shall not be limited to the definition of a patentable inventionor copyrightable work of authorship as contained in the United States patent orcopyright laws. The Executive shall disclose promptly and fully in writing tothe Company each Invention, whether or not reduced to practice, that theExecutive conceives or learns (either alone or jointly with others) during theTerm of Employment. The Executive hereby assigns to the Company, or itsnominee, all of the Executive’s right, title and interest, includinginternational priority rights, in and to all Inventions (other than anyInvention that was developed entirely on the Executive’s own time and for whichno equipment, supplies, facilities or trade secret information of the Companywas used, unless such Invention relates directly to the Company’s business orto the Company’s actual or demonstrably anticipated research or development),and in and to all United States or foreign patents, copyrights and otherproprietary rights granted thereon or resulting therefrom, and in and to allapplications for United States or foreign copyrights, patents and otherproprietary rights. The Executive shall execute all papers, perform all lawfulacts or assist the Company in any way the Company deems necessary or advisable(at the Company’s expense) for the preparation, filing, prosecution, issuance,procurement, maintenance or enforcement of patents applications and patents ofthe United States and foreign countries, and for obtaining and enforcingcopyright protection and registration, of any Invention. To that end, theExecutive shall at the Company’s request and without limitation, testify in anysuit or other proceeding involving any of the Inventions, execute all documentsthat the Company reasonably determines to be necessary or convenient for use inapplying for and obtaining patent or copyright protection and registration onany of the Inventions and enforcement of that protection and registration, andexecute all necessary documents and papers required to vest title in and assignto the Company (or its nominee) patent or copyright protection andregistration. The Executive’s obligation to assist the Company in obtaining andenforcing patent or copyright protection and registration for the Inventionsshall continue following termination of this Agreement, but Company shallcompensate the Executive following the expiration or termination of this Agreementat a rate of $10 for the execution of each document and $150 per day for eachday or portion thereof spent at the Company’s request in rendering assistance,plus reimbursement for the reasonable out-of-pocket expenses incurred by theExecutive for such assistance. The Executive hereby irrevocably appoints theCompany and its duly authorized officers and agents as his agent andattorney-in-fact to act for and on behalf of the Executive in filing all patentapplications, applications for copyright protection and registrationamendments, renewals and all other appropriate documents in any way related tothe Inventions.

(f)            Survival.The provisions set forth in this Section 8 shall survive termination of thisAgreement.

(g)           ScopeLimitations. If the scope, period of time or area of restriction specified inthis Section 8 are or would be judged to be unreasonable in any courtproceeding, then the period of time, scope or area of restriction shall bereduced or limited in the manner and to the extent necessary to make therestriction reasonable, so that the restriction may be enforced in those areas,during the period of time and in the scope that are or would be judged to bereasonable.

9.             Binding Agreement; Successors. ThisAgreement and all rights of the Executive hereunder shall inure to the benefitof and be enforceable by the Executive’s personal or legal 

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representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees. If the Executive should die while any amounts would still be payableto him hereunder if he had continued to live, all such amounts, unlessotherwise provided herein, shall be paid in accordance with the terms of thisAgreement to the Executive’s devisee, legatee, or other designee or, if therebe no such designee, to the Executive’s estate. This Agreement shall be bindingupon, and inure to the benefit of, any successors or assigns of the Company.This Agreement is not intended to confer upon any person other than the partieshereto (and the Executives’ Spouse and dependents) any rights or remedies,except as specifically provided in this Section 9.

10.           Notice. Notices, demands andall other communications provided for in this Agreement shall be in writing andshall be deemed to have been duly given when delivered, if deliveredpersonally, or (unless otherwise specified) when received, if mailed by UnitedStates certified or registered mail, return receipt requested, postage prepaid,by Federal Express or other reputable overnight courier service or by facsimile,addressed as follows:

If tothe Executive:

**Ze-Qi Xu, Ph.D.6609 Chick Evans LaneWoodridge, IL 60517**

If tothe Company:

Advanced Life Sciences, Inc.1440 Davey RoadWoodridge, Illinois 60517Attn: Chief Executive Officer

or to such other address asany party may have furnished to the other in writing in accordance herewith,except that notices of change of address shall be effective only upon receipt.

11.           General Provisions. Noprovision of this Agreement may be modified, waived or discharged unless suchwaiver, modification or discharge is agreed to in writing signed by theExecutive and such officer of the Company as may be specifically designated bythe Company’s Board. No waiver by either party hereto at any time of any breachby the other party hereto of, or compliance with, any condition or provision ofthis Agreement to be performed by such other party shall be deemed a waiver ofsimilar or dissimilar provisions or conditions at the same or at any prior orsubsequent time. No agreements or representations, oral or otherwise, expressor implied, with respect to the subject matter hereof have been made by eitherparty that are not set forth expressly in this Agreement.

12.           Validity. The invalidity orunenforceability of any provision or provisions of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect. If any provision of this Agreementis found to be invalid or unenforceable, in whole or in part, then it shall bedeemed to be modified or restricted to the extent and in the manner necessaryto render it valid and enforceable, or shall be deemed excised from thisAgreement, as the case may require, and this Agreement shall be construed andenforced to the maximum extent permitted by law, as if the provision had beenoriginally incorporated herein as so modified or restricted, or as if it hadnot originally been incorporated herein, as the case may be.

13.           Counterparts. This Agreementmay be executed in one or more counterparts, each of which shall be deemed tobe an original but all of which together shall constitute one and the sameinstrument.

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14.           Entire Agreement. ThisAgreement sets forth the entire agreement of the parties hereto in respect ofthe subject matter contained herein and supersedes all prior agreements,promises, covenants, arrangements, communications, representations orwarranties, whether oral or written, by any officer, employee or representativeof any party hereto; and any prior agreement of the parties hereto in respectof the subject matter contained herein is hereby terminated and canceled. Forthe avoidance of doubt, the Company and the Executive hereby agree that thisAgreement shall replace and supercede the Existing Employment Contract andgovern the relationship of the parties.

15.           Irreparable Harm. TheExecutive acknowledges that: (i) the Executive’s compliance with this Agreementis necessary to preserve and protect the proprietary rights, ConfidentialInformation and the goodwill of the Company and its subsidiaries as goingconcerns; (ii) any failure by the Executive to comply with the provisions ofthis Agreement shall result in irreparable and continuing injury for whichthere will be no adequate remedy at law; and (iii) in the event that theExecutive should fail to comply with the terms and conditions of thisAgreement, the Company shall be entitled, in addition to such other relief asmay be proper, to all types of equitable relief (including, but not limited to,the issuance of an injunction and/or temporary restraining order) as may benecessary to cause the Executive to comply with this Agreement, to restore tothe Company its property, and to make the Company whole.

16.           Consent to Jurisdiction and Forum;Legal Fees and Costs. The Company and the Executive hereby expressly andirrevocably agree that any action, whether at law or in equity, arising out ofor based upon this Agreement or the Executive’s employment by the Company shallonly be brought in a federal or state court located in Cook County, Illinois.The Executive hereby irrevocably consents to personal jurisdiction in suchcourt and to accept service of process in accordance with the provisions ofsuch court. In connection with any dispute arising out of or based upon thisAgreement or the Executive’s employment by the Company, each party shall beresponsible for its or his own legal fees and expenses and all court costsshall be shared equally by the Company and the Executive unless the courtapportions such legal fees or court costs in a different manner.

17.           Withholding. All payments madeto the Executive pursuant to this Agreement shall be subject to applicablewithholding taxes, if any, and any amount so withheld shall be deemed to havebeen paid to the Executive for purposes of amounts due to the Executive underthis Agreement.

18.           Governing Law. This Agreementis governed by and is to be construed and enforced in accordance with the lawsof the State of Illinois, without regard to its conflict of law provisions.

IN WITNESSWHEREOF, the parties have executed this Agreement on the date and year firstabove written.
| **Executive** | ** **           | **Advanced Life  Sciences, Inc.** |
|---------------|----------------------|-----------------------------------|
| ** **    | ** **           | ** **                        |
| By:           | /s/ Ze-Qi Xu         |                              | By: | /s/ Michael T. Flavin |
| Name:         | **Ze-Qi  Xu, Ph.D.** |                              | Name: | Michael T. Flavin, Ph.D. |
|          |                 |                              | Title: | Chief Executive Officer |

 

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