**EXHIBIT 10.1**

**EmploymentAgreement**

THIS EMPLOYMENT AGREEMENT (this “Agreement”)made effective as of the 7th day of May 2007 (the “Effective Date”), by andbetween Advanced Life Sciences, Inc., an Illinois corporation (the “Company”),and Michael J. Cogan (the “Executive”).

WHEREAS, the Company and the Executive desire to enterinto this Agreement, effective as of the Effective Date; and

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

WHEREAS, the Company hasagreed with the Executive that this Agreement shall set forth the terms andconditions 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 the Executive by theCompany pursuant to this Agreement shall begin as of the Effective Date andshall expire on the third anniversary of the Effective Date (the “Term”),unless extended, as set forth below, or otherwise terminated pursuant to theprovisions of this Agreement; provided, however, that commencingon the third anniversary of the Effective Date and on each anniversarythereafter, the Term of this Agreement shall automatically be extended for oneadditional year unless, not later than 90 days prior to such anniversary, theExecutive or the Company shall have given notice in writing that he or it doesnot wish to extend this Agreement.

2.             Position and Duties.  The Executive shall serve as the VicePresident and Controller of the Company, and shall have such responsibilities,duties and authority as are assigned by the Chief Financial Officer of theCompany and are customarily associated with such position, including but notlimited to, those he may have as 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.  In connection with the Executive’s employmentby the Company, the Executive shall be based at the principal executive officesof the Company currently in Woodridge, Illinois, except for required travel onthe Company’s business.

4.             Compensation and Related Matters.  During the Term of the Executive’semployment, as compensation and consideration for the performance by theExecutive of the Executive’s duties, responsibilities and covenants pursuant tothis Agreement, the Company shall pay the Executive and the Executive agrees toaccept in full payment for such performance the amounts and benefits set forthbelow.

(a)           Salary.  TheCompany shall pay to the Executive an annual base salary of $180,000 (“BaseSalary”), payable in substantially equal installments no less frequently thanmonthly in accordance with the Company’s applicable 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 salaryadjustment shall then be considered Base Salary for the purposes of thisAgreement. The Executive’s Base Salary shall not be reduced after any increase,without the Executive’s consent.

(b)           Bonus.  The Executive shall be eligible toparticipate throughout the Term in the Company’s annual bonus plan or anysimilar or successor bonus plan (“Bonus Plan”) in accordance with theCompany’s compensation practices and the terms and provisions of the BonusPlan.  The Executive may be eligible toreceive an annual performance bonus equal to twenty five percent (25%) of BaseSalary or such greater amount as the Compensation Committee of the Board ofDirectors may determine.   The amount ofBonus shall be reviewed annually and may be increased by the CompensationCommittee of the Board of Directors.

(c)           StockIncentive Plan.  As of the EffectiveDate, the Executive shall be eligible to receive additional awards of theCompany’s common stock under the Company’s Stock Incentive Plan or under anyother 

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equityplan of the Company as determined by the Compensation Committee of the Board ofDirectors of the Company at its discretion.

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

(i)  BenefitPlans.  The Executive shall beentitled to participate in or receive benefits under any employee pension orwelfare benefit plan or arrangement made available by the Company at any timeduring 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 shall be entitled to not lessthan twenty (20) days of paid vacation in each calendar year, in accordancewith the Company’s vacation policy.

(iii)          Expense Reimbursement.  The Executive shall be entitled to receivereimbursement for all reasonable business, travel or other out-of-pocketexpenses incurred by the Executive in fulfilling the Executive’s duties andresponsibilities hereunder, provided that such expenses are incurred andaccounted for in accordance with the policies and procedures established by theCompany.

5.             Termination.

(a)           The Executive’s employment hereundermay be terminated under the following circumstances:

(i)            The death of the Executive;

(ii)           By the Company for “Cause”, which shall mean any of thefollowing, as determined by the Board at its discretion and with the assistanceof legal counsel:  (A) conviction of orplea of guilty or *nolo contendere*to any criminal violation involving dishonesty or fraud; (B) engagement inconduct that is injurious to the Company; (C) engagement in any act ofdishonesty or misconduct that results in damage to the Company or its businessor reputation or that the Board determines to adversely affect the value,reliability or performance of the Executive to the Company; (D) refusal orfailure to substantially comply with the Company’s human resources rules,policies, directions and/or restrictions relating to harassment and/ordiscrimination, or with compliance or risk management rules, policies,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 oradministrative, regulatory or judicial proceeding; or (H) continuous failure bythe Executive to perform his duties to the Company (which may include anysustained and unexcused absence of the Executive from the performance of suchduties, which absence has not been certified in writing as due to physical ormental illness or disability), after a written demand for performance has beendelivered to the Executive identifying the manner in which the Executive hasfailed to substantially perform such duties. The application of any part of the definition of Cause set forth inclauses (A) through (H) above to the Executive shall not preclude or preventthe reliance by the Company or the Board on any other part of the definitionthat also may be applicable.  Inaddition, the Executive’s employment shall be deemed to have terminated forCause if, after the Executive’s employment has terminated, facts andcircumstances are discovered that would have justified a termination for Cause.

(iii)          By mutual agreement between the Company and the Executive;or

(iv)          By the Executive or the Company forany reason other than as stated in Sections 5(a)(i) through 5(a)(iii) above,upon providing a Notice of Termination (as defined in Section 5(b)).

(b)           Notice of Termination.  Any termination of the Executive’s employmentby the Company or by the Executive (other than a termination pursuant toSection 5(a)(i) above) shall be communicated by written Notice of Terminationto the other party hereto in accordance with Section 10.  For purposes of this Agreement, a “Notice ofTermination” shall mean a notice that shall indicate the specific terminationprovision in this Agreement relied upon 

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andshall set forth in reasonable detail the facts and circumstances claimed toprovide a basis for termination of the Executive’s employment under theprovision so indicated.

(c)           “Date of Termination” shall mean (i) if the Executive’semployment is terminated pursuant to Section 5(a)(i) above, the date of hisdeath; (ii) if the Executive’s employment is terminated pursuant to Section5(a)(ii) or 5(a)(iv) above, the date such Notice of Termination is given (orsuch later date as provided therein); (iii) if the Executive’s employment isterminated pursuant to Section 5(a)(iii) above, the date mutually agreed to bythe parties; (iv) the date the Term of this Agreement expires, if either theCompany or the Executive provides notice in accordance with Section 1; or (v)if the Executive terminates his employment and fails to provide written noticeto the Company of such termination, the date of such termination.

6.             Compensation Upon Termination.

(a)           The following payments shall be made upon the Executive’stermination of employment for any reason: (i) earned but unpaid Base Salary through the Executive’s Date ofTermination; (ii) any accrued but unpaid vacation; (iii) unreimbursed businessexpenses owed pursuant to Section 4(d)(iii); and (iv) any amounts payable underany of the Company’s Benefit Plans in accordance with the terms of thoseplans.  All amounts under clauses (i)through (iii) shall be paid in a lump sum on the Executive’s Date ofTermination or as soon as administratively practicable thereafter.

(b)           In the event that the Executive’semployment is terminated pursuant to Sections 5(a)(i) or 5(a)(ii), or by theExecutive for any reason****pursuantto Section 5(a)(iv), above, the Company shall have no further obligation to theExecutive under this Agreement, other than the payments in Section 6(a).

(c)           If the Executive’s employment isterminated by the parties pursuant to Section 5(a)(iii) above, the Executiveshall be entitled to receive the compensation the parties specify in anywritten agreement that the Company and the Executive execute regarding theExecutive’s termination.

(d)           In addition to the payments madeunder Section 6(a), if the Executive’s employment is terminated by the Companywithout Cause pursuant to Section 5(a)(iv) above, the Company shall, for aperiod of four (4) months following the Date of Termination and conditionedupon the Executive’s execution of a valid and legally enforceable release ofclaims, (i) provide to Executive salary continuation, at Executive’s BaseSalary rate then in effect, and (ii) continue the Executive’s coverage underthe Benefit Plans in which the Executive participated immediately prior to theDate of Termination, 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. Notwithstanding the forgoing, vacation days shall not accrue during thefour (4) month period of severance.

(e)           The Executive shall not be required to mitigate the amountof any payment provided for in this Section 6 by seeking other employment orotherwise, nor shall the amount of any payment or benefit provided for in thisSection 6 be reduced by any compensation earned by the Executive as the resultof employment by another employer, by retirement benefits, by offset againstany amount claimed to be owed by the Executive to the Company, or otherwise.

(f)            The obligations of the Company to make payments andprovide benefits under this Section 6 shall survive the termination of thisAgreement.

7.             Change in Control.  Upon a Change in Control, all outstandingstock options and other equity awards under the Company’s Stock Incentive Planor other similar or successor plan held by the Executive will immediatelybecome fully vested and exercisable.

(a)           Payments and Benefits Upon EmploymentTermination Upon a Change in Control.  Ifthe Executive’s employment is terminated other than for Cause within 24 monthsafter a Change in Control (as defined below), the Company shall provide thefollowing payments and benefits to the Executive, in lieu of those payments andbenefits provided under Sections 6(d), but in addition to the amounts payableunder 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 

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employment isterminated OR an amount equal to the annual bonus paid to the Executive duringthe fiscal year immediately preceding the Executive’s termination ofemployment.

(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.

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

(c)           Definitions.  For purposes of this Agreement, the followingterms shall have the following definitions:

(i)  “Change inControl” means the occurrence of any one or more of the following:

(A)          Any “person” (as such term is definedin Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act),including a “group” (as defined in Section 13(d)(3) of the Exchange Act), otherthan (I) the Company, (II) any wholly-owned subsidiary of the Company, (III)any employee benefit plan (or related trust) sponsored or maintained by theCompany or any of its affiliates, or (IV) a “Permitted Holder” (as definedbelow), becomes a “beneficial owner” (as defined in Rule 13d-3 under theExchange Act), directly or indirectly, of securities of the Company having fiftypercent (50%) or more of the combined voting power of the then-outstandingsecurities of the Company that may be cast for the election of directors of theCompany (other than as a result of an issuance of securities initiated by theCompany in the ordinary course of business) (the “Company Voting Securities”);provided, however, that the event described in this Section 7(c)(i) shall notbe deemed to be a Change in Control by virtue of any underwriter temporarilyholding securities pursuant to an offering of such securities;

(B)           During any period of two consecutiveyears, individuals who at the beginning of any such period constitute the Board(the “Incumbent Directors”) cease for any reason to constitute at least amajority of the Board, unless the election, or the nomination for election bythe stockholders of the Company, of each new director of the Company duringsuch period was approved by a vote of at least two-thirds of the IncumbentDirectors then still in office;

(C)           As the result of, or in connectionwith, any cash tender or exchange offer, merger or other business combination,sale of all or substantially all of the Company’s assets or contested election,or any combination of the foregoing transactions, less than a majority of thecombined voting power of the then-outstanding securities of the Company or anysuccessor corporation or entity entitled to vote generally in the election ofthe directors of the Company or such other corporation or entity after suchtransaction is held in the aggregate by the holders of the securities of theCompany entitled to vote generally in the election of directors of the Companyimmediately prior to such transaction; or

(D)          The stockholders of the Companyapprove a plan of complete liquidation or dissolution of the Company.

Notwithstanding theforegoing, a Change in Control shall not be deemed to occur solely because anyperson acquires beneficial ownership of more than fifty percent (50%) of theCompany Voting Securities as a result of the acquisition of Company VotingSecurities by the Company which reduces the number of Company Voting Securitiesoutstanding; provided, however, that if after such acquisition by the Companysuch person becomes the beneficial owner of additional Company VotingSecurities that increases the percentage of outstanding Company VotingSecurities beneficially owned by such person, a Change in Control transactionshall then occur.

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Further notwithstandingthe foregoing, unless a majority of the Incumbent Directors determinesotherwise, no Change in Control shall be deemed to have occurred with respectto the Executive if the Change in Control results from actions or events inwhich the Executive is a participant in a capacity other than solely as anofficer, employee or director of the Company or any of its affiliates.

(ii)           “Permitted Holders” means (A) MichaelT. Flavin (the “Principal”), (B) the spouse or any immediate family member ofthe Principal and any child or spouse of any spouse or immediate family memberof the Principal, (C) a trust, corporation, partnership or other entity, thebeneficiaries, stockholders, partners, owners or persons beneficially holding,directly or indirectly, a controlling interest of which consists of thePrincipal and/or such other persons referred to in the immediately precedingclause (B), or (D) the trustees of any trust referred to in clause (D).

(d)           Treatment of Parachute Payments.

(i)            Notwithstanding any other provisionsof this Agreement, and except as set forth below, in the event that any paymentor benefit received or to be received by the Executive in connection with aChange in Control or the termination of the Executive’s employment (whetherpursuant to the terms of this Agreement or any other plan, arrangement oragreement with the Company, any person whose actions result in a Change inControl or any person affiliated with the Company or such person) (all suchpayments and benefits, including payments under Section 7(a) above, beinghereinafter called “Total Payments”) is determined to be an “excess parachutepayment” pursuant to Section 280G of the Internal Revenue Code of 1986, asamended (the “Code”), or any successor or substitute provision of the Code,with the effect that the Executive is liable for the payment of the excise taxdescribed in Code Section 4999 or any successor or substitute provision of theCode (the “Excise Tax”), then, after taking into account any reduction in theTotal Payments provided by reason of Code Section 280G in such other plan,arrangement or agreement, the cash payments provided in Section 7(a)(i) of thisAgreement shall first be reduced, and the noncash payments and benefits shallthereafter be reduced, to the extent necessary so that no portion of the TotalPayments is subject to the Excise Tax; provided, however, that the Executivemay elect (at any time prior to the payment of any Total Payment under thisAgreement) to have the noncash payments and benefits reduced (or eliminated)prior to any reduction of the cash payments under this Agreement.

(ii)           All determinations required to bemade under this Section 7(d), and the assumptions to be utilized in arriving atsuch determination, shall be made by the certified public accounting firm usedfor auditing purposes by the Company immediately prior to the date of the Executive’stermination of employment or, if the parties determine that such certifiedpublic accounting firm cannot make such determination because of legalrestrictions, the parties shall agree on a different certified publicaccounting firm (such certified public accounting firm is hereinafter referredto as the “Accounting Firm”), which shall provide detailed supportingcalculations both to the Company and the Executive not later than 5 days priorto the date of the Executive’s termination of employment.  The Company shall pay all fees and expensesof the Accounting Firm.  Anydetermination by the Accounting Firm shall be binding upon the Company and theExecutive, except as provided in paragraph (iii) below.

(iii)          As a result of the uncertainty in theapplication of Code Sections 280G and 4999 at the time of the initialdetermination by the Accounting Firm hereunder, it is possible that theInternal Revenue Service (the “IRS”) or other agency will claim that an ExciseTax, or a greater Excise Tax, is due.  Ifthe Executive is required to make a payment of any such Excise Tax, the Companywill promptly pay the Executive an additional amount equal to the amount, orgreater amount, of Excise Tax the Executive is required to pay (plus a gross uppayment for any income taxes, interest, penalties or additional Excise Taxpayable by Executive with respect to such Excise Tax or additional payment), asdetermined by the Accounting Firm.  TheExecutive will notify the Company in writing of any claim by the IRS or otheragency that, if successful, would require payment by the Company of theadditional payments under this paragraph. The Executive and the Company shall each reasonably cooperate with theother in connection with any administrative or judicial proceedings concerningthe existence or amount of liability for Excise Tax with respect to the TotalPayments.  The Company shall pay all feesand expenses of the Executive relating to a claim by the IRS or other agency.

8.             RestrictiveCovenants.

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(a)           Trade Secrets.  The Executive acknowledges that he has had andshall have access to confidential information of the Company, whether or notreduced to writing and whether in paper, electronic, digital, analog or otherformat (including, but not limited to, trade secrets, know-how, Inventions (asdefined below), new product and product development information, researchresults, marketing and sales programs, customer and supplier information,financial data, employee records, cost information, pricing information, salesand marketing strategies, the identity of customers, information received bythe Company under an obligation of confidentiality to customers, and allinformation generated by the Company for customers) relating to the past,present or planned business, customers, clients, contacts, prospects and assetsof the Company that is unique, valuable and has not purposefully been madegenerally known to the public by the Company (“Confidential Information”).  Confidential Information shall not includeany information that: (i) is now, or hereafter becomes, through no act orfailure to act on the part of the Executive that constitutes a breach of thisSection 8, generally known or available to the public; (ii) is hereafterfurnished without restriction on disclosure to the Executive by a third party,other than an employee or agent of the Company, who is not under any obligationof confidentiality to the Company; (iii) is disclosed with the written approvalof the Company; or (iv) is required to be disclosed or provided by law, courtorder, or similar compulsion, including pursuant to or in connection with anylegal proceeding involving the parties hereto; provided, however, that suchdisclosure shall be limited to the extent so required or compelled; andprovided further, however, that if the Executive is required to disclose suchConfidential Information, the Executive shall give the Company notice of suchdisclosure and cooperate in seeking suitable protections.  The Executive acknowledges that allConfidential Information, and all documents, files, reports, drawings, designs,specifications, formulae, samples, data, writings, tools, equipment, memorydevices or any other tangible objects that incorporate, contain, refer to orembody any Confidential Information (“Items”), acquired by the Executive inconnection with the Executive’s employment with the Company are the property ofthe Company.  Other than in the course ofperforming services for the Company or otherwise authorized in writing by theCompany, the Executive shall not, at any time, directly or indirectly use,divulge, furnish or make accessible to any person any Confidential Information,but instead shall keep all Confidential Information strictly and absolutelyconfidential.  The Executive shalldeliver promptly to the Company, at the termination of his employment or at anyother time at the request of the Company, without retaining any copies, allItems and any other documents or materials in the Executive’s possessionrelating, directly or indirectly, to any Confidential Information.

(b)           Non-competition.  Beginning on the Effective Date and for aperiod of  twelve (12) months followingExecutive’s Date of Termination (the “Restricted Period”), Executive shall notdirectly or indirectly, alone or in conjunction with any other party, own anyinterest in, operate, control, engage in or participate as a partner, director,principal, officer, employee, independent contractor or agent of, act as aconsultant 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 Servicesshall mean chemistry and biology research and development relating to, arisingfrom, connected with, or competitive with or intended to be competitive with,any product or research project as to which the Executive performed servicesfor the Company, or about which the Executive received access to ConfidentialInformation while employed by the Company. If the Executive obtains other employment during the twelve-month periodafter the Executive’s Date of Termination, the Executive agrees to notify theCompany in writing of the name and address of such employer.  The Executive understands, and the Companyagrees, that the Company shall pay to the Executive a monthly amount equal toone month of the Executive’s final Base Salary if the Executive is unable tosecure other employment as a direct 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).  TheCompany’s obligation to make payments under this Section 8(b) shall be madeonly for the period beginning with the Executive’s inability to secure otheremployment as a result of this Section 8(b) and ending no later than theexpiration of the twelve-month period following the Executive’s Date ofTermination.

(c)           Non-Solicitation of Employees. Duringthe Restricted Period, the Executive shall not, directly or indirectly solicitor induce, or attempt to solicit or induce, any current employee of theCompany, or any individual who becomes an employee during the RestrictedPeriod, to leave his or her employment with the Company or join or becomeaffiliated with any other business or entity, hire any employee of the Companyor in any way interfere with the relationship between any employee and theCompany.

(d)           Non-Solicitation of Customers.  During the Restricted Period, the Executiveshall not, directly or indirectly, solicit or induce, or attempt to solicit orinduce, any customer, supplier, licensee, licensor or other 

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business relationof the Company to terminate its relationship or contract with the Company, tocease doing business with the Company, or in any way interfere with therelationship between any such customer, supplier, licensee or business relationand the Company (including making any negative statements or communicationsconcerning the Company or their employees).

(e)           Inventions.  The Executive acknowledges all inventions ofthe Company (including, but not limited to, procedures, systems, machines,methods, processes, uses, apparatuses, compositions of matter, designs, orconfigurations of any kind, discovered, conceived, reduced to practice,developed, made or produced) (“Inventions”) that (i) relate to the present orplanned business of the Company or the work performed by the Company for itscustomers, and (ii) are conceived or reduced to practice by the Executive,either alone or with others, during the Executive’s employment with the Companyor during a period of 120 days after the Executive’s Date of Termination,whether or not done during the Executive’s regular working hours, are the soleproperty of the Company, including, without limitation, all domestic andforeign patent rights, rights of registration or other protection under thecopyright laws, or other rights pertaining to the Inventions.  For purposes of this Agreement, Inventionsshall include any improvements to an Invention and shall not be limited to thedefinition of a patentable invention or copyrightable work of authorship ascontained in the United States patent or copyright laws.  The Executive shall disclose promptly andfully in writing to the Company each Invention, whether or not reduced topractice, that the Executive conceives or learns (either alone or jointly withothers) during the Term of Employment. The Executive hereby assigns to the Company, or its nominee, all of theExecutive’s right, title and interest, including international priority rights,in and to all Inventions (other than any Invention that was developed entirelyon the Executive’s own time and for which no equipment, supplies, facilities ortrade secret information of the Company was used, unless such Invention relatesdirectly to the Company’s business or to the Company’s actual or demonstrablyanticipated research or development), and in and to all United States orforeign patents, copyrights and other proprietary rights granted thereon orresulting therefrom, and in and to all applications for United States orforeign copyrights, patents and other proprietary rights.  The Executive shall execute all papers,perform all lawful acts or assist the Company in any way the Company deemsnecessary or advisable (at the Company’s expense) for the preparation, filing,prosecution, issuance, procurement, maintenance or enforcement of patentsapplications and patents of the United States and foreign countries, and forobtaining and enforcing copyright protection and registration, of anyInvention.  To that end, the Executiveshall at the Company’s request and without limitation, testify in any suit orother proceeding involving any of the Inventions, execute all documents thatthe 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 obligationto assist the Company in obtaining and enforcing patent or copyright protectionand registration for the Inventions shall continue following termination ofthis Agreement, but Company shall compensate the Executive following theexpiration or termination of this Agreement at a rate of $10 for the executionof each document and $150 per day for each day or portion thereof spent at theCompany’s request in rendering assistance, plus reimbursement for thereasonable out-of-pocket expenses incurred by the Executive for suchassistance.  The Executive herebyirrevocably appoints the Company and its duly authorized officers and agents ashis agent and attorney-in-fact to act for and on behalf of the Executive infiling all patent applications, applications for copyright protection andregistration amendments, renewals and all other appropriate documents in anyway related to the Inventions.

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

(g)           Scope Limitations.  If the scope, period of time or area ofrestriction specified in this Section 8 are or would be judged to beunreasonable in any court proceeding, then the period of time, scope or area ofrestriction shall be reduced or limited in the manner and to the extentnecessary to make the restriction reasonable, so that the restriction may be enforcedin those areas, during the period of time and in the scope that are or would bejudged to be reasonable.

9.             BindingAgreement; Successors.  This Agreementand all rights of the Executive hereunder shall inure to the benefit of and beenforceable by the Executive’s personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees.  If the Executive should die while any amountswould still be payable to him hereunder if he had continued to live, all suchamounts, unless otherwise provided herein, shall be paid in accordance with theterms of this Agreement to the Executive’s devisee, legatee, or other designeeor, if there be no such designee, to the Executive’s estate.  This Agreement shall be binding upon, andinure to the benefit of, any successors or assigns of the 

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Company.  ThisAgreement 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 and all other communicationsprovided for in this Agreement shall be in writing and shall be deemed to havebeen duly given when delivered, if delivered personally, or (unless otherwisespecified) when received, if mailed by United States certified or registeredmail, return receipt requested, postage prepaid, by Federal Express or otherreputable overnight courier service or by facsimile, addressed as follows:

If to the Executive:

Michael J. Cogan1440 Davey RoadWoodridge, Illinois 60517

If to the Company:

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

or to such other address as any party may havefurnished to the other in writing in accordance herewith, except that noticesof change of address shall be effective only upon receipt.

11.           GeneralProvisions.  No provision of thisAgreement may be modified, waived or discharged unless such waiver,modification or discharge is agreed to in writing signed by the Executive andsuch officer of the Company as may be specifically designated by the Company’sBoard.  No waiver by either party heretoat any time of any breach by the other party hereto of, or compliance with, anycondition or provision of this Agreement to be performed by such other partyshall be deemed a waiver of similar or dissimilar provisions or conditions atthe same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied,with respect to the subject matter hereof have been made by either party thatare not set forth expressly in this Agreement.

12.           Validity.  The invalidity or unenforceability of anyprovision or provisions of this Agreement shall not affect the validity orenforceability of any other provision of this Agreement, which shall remain infull force and effect.  If any provisionof this Agreement is found to be invalid or unenforceable, in whole or in part,then it shall be deemed to be modified or restricted to the extent and in themanner necessary to render it valid and enforceable, or shall be deemed excisedfrom this Agreement, as the case may require, and this Agreement shall beconstrued and enforced to the maximum extent permitted by law, as if theprovision had been originally incorporated herein as so modified or restricted,or as if it had not originally been incorporated herein, as the case may be.

13.           Counterparts.  This Agreement may be executed in one or morecounterparts, each of which shall be deemed to be an original but all of whichtogether shall constitute one and the same instrument.

14.           Entire Agreement.  This Agreement sets forth the entireagreement of the parties hereto in respect of the subject matter containedherein and supersedes all prior agreements, promises, covenants, arrangements,communications, representations or warranties, whether oral or written, by anyofficer, employee or representative of any party hereto; and any prioragreement of the parties hereto in respect of the subject matter containedherein is hereby terminated and canceled. For the avoidance of doubt, theCompany and the Executive hereby agree that this Agreement shall replace andsupercede the Existing Employment Contract and govern the relationship of theparties.

15.           IrreparableHarm.  The Executive acknowledgesthat: (i) the Executive’s compliance with this Agreement is necessary topreserve and protect the proprietary rights, Confidential Information and thegoodwill of the Company and its subsidiaries as going concerns; (ii) anyfailure by the Executive to comply with the provisions of this Agreement shallresult in irreparable and continuing injury for which there will be no adequateremedy at law; and (iii) in the event that the Executive should fail to complywith the terms and conditions of this Agreement, the Company shall be entitled,in addition to such other relief as may be proper, to all types of equitablerelief (including, but not limited to, the issuance of an injunction and/ortemporary restraining order) as may be necessary to cause the Executive tocomply with this Agreement, to restore to the Company its property, and to makethe Company whole.

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16.           Consentto Jurisdiction and Forum; Legal Fees and Costs.  The Company and the Executive herebyexpressly and irrevocably agree that any action, whether at law or in equity,arising out of or based upon this Agreement or the Executive’s employment bythe Company shall only be brought in a federal or state court located in CookCounty, Illinois.  The Executive herebyirrevocably consents to personal jurisdiction in such court and to acceptservice of process in accordance with the provisions of such court.  In connection with any dispute arising out ofor based upon this Agreement or the Executive’s employment by the Company, eachparty shall be responsible for its or his own legal fees and expenses and allcourt costs shall be shared equally by the Company and the Executive unless thecourt apportions such legal fees or court costs in a different manner.

17.           Withholding.  All payments made to the Executive pursuantto this Agreement shall be subject to applicable withholding taxes, if any, andany amount so withheld shall be deemed to have been paid to the Executive forpurposes of amounts due to the Executive under this Agreement.

18.           GoverningLaw.  This Agreement is governed byand is to be construed and enforced in accordance with the laws of the State ofIllinois, without regard to its conflict of law provisions.

IN WITNESS WHEREOF, the parties have executed this Agreementon the date and year first above written.

** **
| **EXECUTIVE** |                  | **ADVANCED  LIFE SCIENCES, INC.** |
|---------------|-----------------------|-----------------------------------|
|          |                  |                              |   |   |
| By:           | /s/ Michael J.  Cogan |                              | By: |  /s/ Michael  T. Flavin |
|          |                  |                              |   | Title:Chief Executive Officer |

 

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