**Exhibit 10.7**

 

**INTELLECTUALPROPERTY SECURITY AGREEMENT**

 

THIS INTELLECTUALPROPERTY SECURITY AGREEMENT (this “Agreement”), is made and entered intoas of October 23, 2008, by ADVANCEDLIFE SCIENCES, INC., an Illinois corporation (the “Grantor”), infavor of THE LEADERS BANK (in such capacity, the “Lender”).

 

**RECITALS**

 

A.            The Grantor has entered into that certain Amended andRestated Business Loan Agreement dated as of the date hereof (as amended,restated, supplemented or otherwise modified from time to time, the “LoanAgreement”) with Lender, pursuant to which Lender has agreed to make loansto Grantor and/or its affiliates and pursuant to which certain obligations owedto the Lender are secured.

 

B.            Pursuant to the terms of the Loan Agreement and thatcertain Amended and Restated Commercial Security Agreement, dated as of evendate herewith, by and between the Grantor and the Lender (the “SecurityAgreement”), Grantor has granted to the Lender a security interest insubstantially all the assets of the Grantor, which includes all right, titleand interest of the Grantor in, to and under all now owned and hereafteracquired patents, patent applications, patent licenses and all products andproceeds thereof, to secure the payment of all amounts owing by the Grantorunder the Loan Agreement.

 

C.            Pursuant to the terms of the Security Agreement, theGrantor is required to execute and deliver this Agreement to the Lender.

 

In consideration of themutual agreements set forth herein and in the Loan Agreement, the Grantor doeshereby grant to the Lenders a continuing security interest in all of Grantor’sright, title and interest in, to and under the following, whether presentlyexisting or hereafter created or acquired:

 

(1)           each patent and patent application,including, without limitation, each patent and patent application referred toin Schedule 1 attached hereto and incorporated herein, together with anyreissues, continuations or extensions thereof and all goodwill associatedtherewith;

 

(2)           each patent license, including, withoutlimitation, each patent license listed on Schedule 1, together with allgoodwill associated therewith;

 

(3)           all products and proceeds of the foregoing,including, without limitation, any claim by the Grantor against third partiesfor past, present or future infringement of any patent, including, withoutlimitation, any patent referred to in Schedule 1, any patent issuedpursuant to a patent application referred to in Schedule 1 and anypatent licensed under any patent license listed on Schedule 1, (items 1through 3 being herein collectively referred to as the “Patent Collateral”).

 

This security interest is granted in conjunction withthe security interests granted to the Lender pursuant to the Loan Agreement andthe Security Agreement, and is subject to limitations set 

 

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forth therein. The Grantor hereby acknowledges and affirms that the rights and remediesof the Lender with respect to the security interest in the Patent Collateralmade and granted hereby are more fully set forth in the Loan Agreement, theterms and provisions of which are incorporated by reference herein as if fullyset forth herein, and Grantor represents, warrants and agrees that it is theexclusive owner of the Patent Collateral free of all encumbrances, security interests,liens and interests of third parties whatsoever (except Lender’s securityinterest and Authorized Security Interests). Grantor authorizes Lender to file Uniform Commercial Code financingstatements, any amendments thereto, and/or a copy of this Agreement to perfectLender’s security interest with any and all applicable governmentalauthorities.  Capitalized terms used butnot defined herein have the respective meanings ascribed thereto in the LoanAgreement.

 

**[SignaturePage Follows]**

 

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The Grantor has causedthis Patent Security Agreement to be duly executed by its duly authorizedofficer thereunto as of the date first set forth above.

 

 
|   | **GRANTOR:**                   |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | ADVANCED LIFE SCIENCES,  INC., |
|   | an Illinois corporation        |
|   |                           |
|   |                           |
|   | By:                            | /s/  John L. Flavin |
|   |                           | John L. Flavin,  President |

 

*Acknowledgedand agreed:*

 

**LENDER:**

 

THE LEADERS BANK

 
| By:    | /s/  John Prosia                       |   |
|--------|----------------------------------------|--------|
|   | John  Prosia, Executive Vice President |   |

 

 

[Signature Page toIntellectual Property Security Agreement]

 

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| STATE OF ILLINOIS                   | )      |
|-------------------------------------|--------|
|                                | ) ss   |
| COUNTY OF DUPAGE   ) |   |

 

On this 23rd day ofOctober, 2008, before me personally appeared the person whose signature is setforth above, to me known, who, being duly sworn, did depose and say that he isthe above-indicated officer of the Grantor, and which executed the aboveinstrument; and that he signed his name thereto by authority of the board ofdirectors or similar governing of said entity.

 

 
|   | /s/ Irene M. Driscoll |
|--------|-----------------------|
|   | Notary Public         |

 

 

[Signature Page toIntellectual Property Security Agreement]

 

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SCHEDULE 1

 

**Patents,Patent Applications and Patent Licenses**

 
| **Patent Number** | ** ** | **Patent Application  Number** | ** ** | **Date Patent Issued** | ** ** | **Date of Patent  Application** |
|------------------------|------------|-------------------------------------|------------|----------------------------------|------------|-------------------------------------------|
| 6,677,350              |       | 09/667,131                          |       | January 13, 2004            |       | September 21, 2000                   |
| 6,670,383              |       | 10/099,726                          |       | December 30, 2003           |       | March 15, 2002                       |
| 6,605,596              |       | 10/057,260                          |       | August 12, 2003             |       | October 29, 2001                     |
| 6,399,654              |       | 09/060,839                          |       | June 4, 2002                |       | April 15, 1998                       |
| 6,225,481              |       | 09/137,767                          |       | May 1, 2001                 |       | August 21, 1998                      |
| 6,175,816              |       | 09/443,987                          |       | January 16, 2001            |       | November 19, 1999                    |
| 6,044,212              |       | 08/862,840                          |       | March 28, 2000              |       | May 23, 1997                         |
| n/a                    |       | 11/728,284                          |       | n/a                              |       | March 23, 2007                       |
| n/a                    |       | 10/765,582                          |       | n/a                              |       | January 12, 2004                     |
| n/a                    |       | 10/610,290                          |       | n/a                              |       | June 30, 2003                        |

 

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