**Exhibit 10.9**

 

**AMENDEDAND RESTATED COMMERCIAL PLEDGE AGREEMENT**

 
| Borrower: | Advanced  Life Sciences, Inc.  1440 Davey Road  Woodridge, IL 60517 | Lender: | THE  LEADERS BANK  2001 YORK ROAD, SUITE 150  OAK BROOK, IL  60523 |
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| Grantor:  | ALS  Ventures, LLC  1440 Davey Rd  Woodridge, IL 60517                   |    |                                                                    |

 

**THIS AMENDED AND RESTATED COMMERCIAL PLEDGE AGREEMENT dated October 23,2008, is made and executed by and among ALS Ventures, LLC, a Delaware limitedliability company (“Grantor”), Advanced Life Sciences, Inc., an Illinoiscorporation (“Borrower”), and THE LEADERS BANK (“Lender”).  This Agreement amends and restates in itsentirety that certain Commercial Pledge Agreement, dated April 18, 2006,by and among Grantor, Borrower and Lender (“Original Pledge Agreement”).  The security interest evidenced by theOriginal Pledge Agreement is a continuing security interest evidenced by thisAgreement, and nothing contained herein shall be deemed to constitute a releaseor otherwise adversely affect any lien, mortgage or security interest representedby the Original Pledge Agreement.**  **ThisAgreement is entered into pursuant to that certain Amended and RestatedBusiness Loan Agreement, dated as of even date herewith, by and between theBorrower and the Lender (“Loan Agreement”), whereby the Lender has agreed tolend Ten Million and 00/100 Dollars to the Borrower subject to the terms andconditions of the Loan Agreement.**

 

**GRANT OF SECURITY INTEREST.  Forvaluable consideration, Grantor grants to Lender a security interest in theCollateral to secure the Indebtedness and agrees that Lender shall have therights stated in this Agreement with respect to the Collateral in addition toall other rights which Lender may have by law.**

 

**COLLATERAL DESCRIPTION.**  The word “Collateral” as usedin this Agreement means all of Grantor’s property (however owned if more thanone), in the possession of Lender (or in the possession of a third partysubject to the control of Lender), whether existing now or later and whethertangible or intangible in character, including without limitation, thefollowing:

 

**2,540,000 shares of common stock of Advanced Life Sciences Holdings, Inc.,a Delaware corporation.**

 

Inaddition, the word “Collateral” includes all of Grantor’s property (howeverowned), in the possession of Lender (or in the possession of a third partysubject to the control of Lender), whether now or hereafter existing andwhether tangible or intangible in character, including, without limitation,each of the following:

 

(A) All property to which Lender acquires titleor documents of title.

 

(B) All property assigned to Lender.

 

(C) All promissory notes, bills of exchange,stock certificates, bonds, savings passbooks, time certificates of deposit,insurance policies, and all other Instruments and evidences of an obligation.

 

(D) All records relating to any of the propertydescribed in this COLLATERAL DESCRIPTION section, whether in the form of awriting, microfilm, microfiche, or electronic media.

 

(E) All Income and Proceeds from the Collateralas defined herein.

 

**GRANTOR’S REPRESENTATIONS AND WARRANTIES.** Grantor warrants that: (A) this Agreement is executed at Borrower’srequest and not at the request of Lender; (B) Grantor has the full right,power and authority to enter into this Agreement and to pledge the Collateralto Lender; (C) Grantor has established adequate means of obtaining fromBorrower on a continuing basis information about Borrower’s financialcondition; and (D) Lender has made no representation to Grantor aboutBorrower or Borrower’s creditworthiness.

 

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**GRANTOR’S WAIVERS.**  Grantor waives all requirementsof presentment, protest, demand, and notice of dishonor or non-payment toBorrower or Grantor, or any other party to the Indebtedness or the Collateral.  Lender may do any of the following withrespect to any obligation of Borrower, without first obtaining the consent ofGrantor: (A) grant any extension of time for any payment, (B) grantany renewal, (C) permit any modification of payment terms or other terms,or (D) exchange or release any Collateral or other security.  No such act or failure to act shall affectLender’s rights against Grantor or the Collateral.

 

**RIGHT OF SETOFF.**  To the extent permitted by applicable law,Lender reserves a right of setoff in all Grantor’s accounts with Lender(whether checking, savings, or some other account).  This includes all accounts Grantor holdsjointly with someone else and all accounts Grantor may open in the future; provided,however, this does not include any IRA or Keogh accounts, or any trustaccounts for which setoff would be prohibited by law.  Grantor authorizes Lender, to the extentpermitted by applicable law, to charge or setoff all sums owing on theIndebtedness against any and all such accounts, and, at Lender’s option, toadministratively freeze all such accounts to allow Lender to protect Lender’scharge and setoff rights provided in this RIGHT OF SETOFF section.

 

**REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL.** Grantor represents and warrants to Lender that:

 

**Ownership.**  Grantor is the lawful owner of the Collateralfree and clear of all security interests, liens, encumbrances and claims ofothers except as disclosed to and accepted by Lender in writing prior toexecution of this Agreement.

 

**Right to Pledge.**  Grantor has the full right, power andauthority to enter into this Agreement and to pledge the Collateral.

 

**Authority; Binding Effect.**  Grantor has the full right,power and authority to enter into this Agreement and to grant a securityinterest in the Collateral to Lender. This Agreement is binding upon Grantor as well as Grantor’s successorsand assigns, and is legally enforceable in accordance with its terms.  The foregoing representations and warranties,and all other representations and warranties contained in this Agreement, areand shall be continuing in nature and shall remain in full force and effectuntil such time as this Agreement is terminated or cancelled as providedherein.

 

**No Further Assignment.**  Grantor has not, and shall not,sell, assign, transfer, encumber or otherwise dispose of any of Grantor’srights in the Collateral except as provided in this Agreement.

 

**No Defaults.**  There are no defaults existing under theCollateral, and there are no offsets or counterclaims to the same.  Grantor will strictly and promptly performeach of the terms, conditions, covenants and agreements, if any, contained inthe Collateral which are to be performed by Grantor.

 

**No Violation.**  The execution and delivery of this Agreementwill not violate any law or agreement governing Grantor or to which Grantor isa party, and its membership agreement does not prohibit any term or conditionof this Agreement.

 

**Financing Statements.**  Grantor authorizes Lender tofile a UCC financing statement, or alternatively, a copy of this Agreement toperfect Lender’s security interest.  AtLender’s request, Grantor additionally agrees to sign all other documents thatare necessary to perfect, protect, and continue Lender’s security interest inthe Property.  Grantor will pay allfiling fees, title transfer fees, and other fees and costs involved unlessprohibited by law or unless Lender is required by law to pay such fees andcosts.  Grantor irrevocably appointsLender to execute documents necessary to transfer title if there is adefault.  Lender may file a copy of thisAgreement as a financing statement.  IfGrantor changes Grantor’s name or address, or the name or address of any persongranting a security interest under this Agreement changes, Grantor willpromptly notify the Lender of such change.

 

**LENDER’S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL.** Lender may hold the Collateral until all indebtedness has been paid andsatisfied.  Thereafter, Lender maydeliver the Collateral to 

 

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Grantoror to any other owner of the Collateral. Lender shall have the following rights in addition to all other rightsLender may have by law:

 

**Maintenance and Protection of Collateral.** Lender may, but shall not be obligated to, take such steps as it deemsnecessary or desirable to protect, maintain, insure, store, or care for theCollateral, including paying any liens or claims against the Collateral.  This may include such things as hiring otherpeople, such as attorneys, appraisers or other experts.  Lender may charge Grantor for any costincurred in so doing.  When applicablelaw provides more than one method of perfection of Lender’s security interest,Lender may choose the method(s) to be used.  If the Collateral consists of stock, bonds orother Investment Property for which no certificate has been issued, Grantoragrees, at Lender’s request, either to request issuance of an appropriatecertificate or to give instructions on Lender’s forms to the issuer, transferagent, mutual fund company, or broker, as the case may be, to record on itsbooks or records Lender’s security interest in the Collateral.  Grantor also agrees to execute any additionaldocuments, including but not limited to, a control agreement or any otherdocuments necessary to perfect Lender’s security interest as Lender may desire.

 

**Income and Proceeds from the Collateral.** Lender may receive all Income and Proceeds and add it to theCollateral.  Grantor agrees to deliver toLender immediately upon receipt, in the exact form received and withoutcommingling with other property, all Income and Proceeds which may be receivedby, paid, or delivered to Grantor or for Grantor’s account, whether as anaddition to, in discharge of, in substitution of, or in exchange for any of theCollateral.

 

**Application of Cash.**  At Lender’s option, Lender mayapply any cash, whether included in the Collateral or received as Income andProceeds or through liquidation, sale, or retirement, of the Collateral, to thesatisfaction of the indebtedness or such portion thereof as Lender shallchoose, whether or not matured.

 

**Transactions with Others.**  Lender may (A) extend timefor payment or other performance, (B) grant a renewal or change in termsor conditions, or (C) compromise, compound or release any obligation, withanyone or more Obligors, endorsers, or guarantors of the indebtedness as Lenderdeems advisable, without obtaining the prior written consent of Grantor, and nosuch act or failure to act shall affect Lender’s rights against Grantor or theCollateral.

 

**All Collateral Secures Indebtedness.**  AllCollateral shall be security for the indebtedness, whether the Collateral islocated at one or more offices or branches of Lender.  This will be the case whether or not theoffice or branch where Borrower obtained Borrower’s loan knows about theCollateral or relies upon the Collateral as security.

 

**Collection of Collateral.**  Lender, at Lender’s option,may, but need not, collect the Income and Proceeds directly from the Obligors.  Grantor authorizes and directs the Obligors,if Lender decides to collect the Income and Proceeds, to pay and deliver toLender all Income and Proceeds from the Collateral and to accept Lender’sreceipt for the payments.

 

**Power of Attorney.**  Grantor irrevocably appointsLender as Grantor’s attorney-in-fact, with full power of substitution, (A) todemand, collect, receive, receipt for, sue and recover all Income and Proceedsand other sums of money and other property which may now or hereafter becomedue, owing or payable from the Obligors in accordance with the terms of theCollateral; (B) to execute, sign and endorse any and all instruments,receipts, checks, drafts and warrants issued in payment for the Collateral; (C) tosettle or compromise any and all claims arising under the Collateral, and inthe place and stead of Grantor, execute and deliver Grantor’s release andacquittance for Grantor; (D) to file any claim or claims or to take anyaction or institute or take part in any proceedings, either in Lender’s ownname or in the name of Grantor, or otherwise, which in the discretion of Lendermay seem to be necessary or advisable; and (E) to execute in Grantor’sname and to deliver to the Obligors on Grantor’s behalf, at the time and in themanner specified by the Collateral, any necessary instruments or documents.

 

**Perfection of Security Interest. **Upon Lender’srequest, Grantor will deliver to Lender any and all of the documents evidencingor constituting the Collateral.  Whenapplicable law provides more than one method 

 

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of perfection of Lender’s security interest, Lendermay choose the method(s) to be used. Upon Lender’s request, Grantor will sign and deliver any writingsnecessary to perfect Lender’s security interest.  If any of the Collateral consists ofsecurities for which no certificate has been issued, Grantor agrees, at Lender’soption, either to request issuance of an appropriate certificate or to executeappropriate instructions on Lender’s forms instructing the issuer, transferagent, mutual fund company, or broker, as the case may be, to record on itsbooks or records, by book-entry or otherwise, Lender’s security interest in theCollateral.  Grantor hereby appointsLender as Grantor’s irrevocable attorney-in-fact for the purpose of executingany documents necessary to perfect, amend, or to continue the security interestgranted in this Agreement or to demand termination of filings of other securedparties.  This is a continuing SecurityAgreement and will continue in effect even though all or any part of theIndebtedness is paid in full and even though for a period of time Borrower maynot be indebted to Lender.

 

**LENDER’S EXPENDITURES. **If any action or proceeding is commenced thatwould materially affect Lender’s interest in the Collateral or if Grantor failsto comply with any provision of this Agreement or any Related Documents,including but not limited to Grantor’s failure to discharge or pay when due anyamounts Grantor is required to discharge or pay under this Agreement or anyRelated Documents, Lender on Grantor’s behalf may (but shall not be obligatedto) take any action that Lender deems appropriate, including but not limited todischarging or paying all taxes, liens, security interests, encumbrances andother claims, at any time levied or placed on the Collateral and paying allcosts for insuring, maintaining and preserving the Collateral.  All such expenditures incurred or paid byLender for such purposes will then bear interest at the rate charged under theNote from the date incurred or paid by Lender to the date of repayment byGrantor.  All such expenses will become apart of the Indebtedness and, at Lender’s option, will (A) be payable ondemand; (B) be added to the balance of the Note and be apportioned amongand be payable with any installment payments to become due during either (1) theterm of any applicable insurance policy or (2) the remaining term of theNote; or (C) be treated as a balloon payment which will be due and payableat the Note’s maturity.  The Agreementalso will secure payment of these amounts. Such rights shall be in addition to all other rights and remedies towhich Lender may be entitled upon Default.

 

**LIMITATIONS ON OBLIGATIONS OF LENDER. **Lender shalluse ordinary reasonable care in the physical preservation and custody of theCollateral in Lender’s possession, but shall have no other obligation toprotect the Collateral or its value.  Inparticular, but without limitation, Lender shall have no responsibility for (A) anydepreciation in value of the Collateral or for the collection or protection ofany Income and Proceeds from the Collateral, (B) preservation of rightsagainst parties to the Collateral or against third persons, (C) ascertainingany maturities, calls, conversions, exchanges, offers, tenders, or similarmatters relating to any of the Collateral, or (D) informing Grantor aboutany of the above, whether or not Lender has or is deemed to have knowledge ofsuch matters.  Except as provided above,Lender shall have no liability for depreciation or deterioration of theCollateral.

 

**REINSTATEMENT OF SECURITY INTEREST. **If payment ismade by Borrower, whether voluntarily or otherwise, or by guarantor or by anythird party, on the Indebtedness and thereafter Lender is forced to remit theamount of that payment (A) to Borrower’s trustee in bankruptcy or to anysimilar person under any federal or state bankruptcy law or law for the reliefof debtors, (B) by reason of any judgment, decree or order of any court oradministrative body having jurisdiction over Lender or any of Lender’sproperty, or (C) by reason of any settlement or compromise of any claimmade by Lender with any claimant (including without limitation, Borrower), theIndebtedness shall be considered unpaid for the purpose of enforcement of thisAgreement and this Agreement shall continue to be effective or shall bereinstated, as the case may be, notwithstanding any cancellation of thisAgreement or of any note or other instrument or agreement evidencing theIndebtedness and the Collateral will continue to secure the amount repaid orrecovered to the same extent as if that amount never had been originallyreceived by Lender, and Grantor shall be bound by any judgment, decree, order,settlement or compromise relating to the Indebtedness or to this Agreement.

 

**DEFAULT. **Each of the following shall constitute anEvent of Default under this Agreement:

 

**Payment Default. **Borrower falls to make any payment when dueunder the Indebtedness.

 

**Note Default. **The occurrence of an Event of Default underthe Note.

 

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**Loan Agreement Default. **The occurrence of an Event of Default underthe Loan Agreement or any of the Loan Documents (as defined in the LoanAgreement).

 

**Other Defaults. **Borrower or Grantor fails to comply with orto perform any other term, obligation, covenant or condition contained in thisAgreement or in any of the Related Documents or to comply with or to performany term, obligation, covenant or condition contained in any other agreementbetween Lender and Borrower or Grantor.

 

**Default In Favor of Third Parties. **ShouldBorrower, Grantor or any guarantor, endorser, surety, or accommodation party ofany of the Indebtedness default under any Loan, extension of credit, securityagreement, purchase or sales agreement, or any other agreement, in favor of anyother creditor or person that may materially affect any of Borrower’s propertyor Borrower’s or any Grantor’s ability to repay the Indebtedness or performtheir respective obligations under this Agreement or any of the RelatedDocuments.

 

**False statements. **Any warranty, representation or statementmade or furnished to Lender by Borrower or Grantor or on Borrower’s or Grantor’sbehalf under this Agreement or the Related Documents is false or misleading inany material respect, either now or at the time made or furnished or becomesfalse or misleading at any time thereafter.

 

**Defective Collateralization. **This Agreement or any of the Related Documentsceases to be in full force and effect (including failure of any collateraldocument to create a valid and perfected security interest or lien) at any timeand for any reason.

 

**Insolvency. **The dissolution or termination of Borrower’sor Grantor’s existence as a going business, the Insolvency of Borrower orGrantor, the appointment of a receiver for any part of Borrower’s or Grantor’sproperty, any assignment for the benefit of creditors, any type of creditorworkout, or the commencement of any proceeding under any bankruptcy orinsolvency laws by or against Borrower or Grantor.

 

**Creditor or Forfeiture Proceedings. **Commencementof foreclosure or forfeiture proceedings, whether by judicial proceeding,self-help, repossession or any other method, by any creditor of Borrower orGrantor or by any governmental agency against any collateral securing theIndebtedness.  This includes garnishmentof any of Borrower’s or Grantor’s accounts, including deposit accounts, withLender.  However, this Event of Defaultshall not apply if (A) there is a good faith dispute by Borrower orGrantor as to the validity or reasonableness of the claim which is the basis ofthe creditor or forfeiture proceeding, and (B) if Borrower or Grantorgives Lender written notice of the creditor or forfeiture proceeding anddeposits, with Lender, monies or a surety bond for the creditor or forfeitureproceeding in an amount determined by Lender, in its sale discretion, as beingan adequate reserve or bond for the dispute.

 

**Insufficient Market Value of Collateral. **The market value of the Collateral falls below $1,016,000.00, and as aresult of the deterioration of the market value of the Collateral, Grantor doesnot, by the close of business on the next business day after Grantor has receivednotice from Lender of the deterioration, either (A) reduce the amount ofthe Indebtedness in this loan as required by Lender or (B) pledge or grantan additional security interest to increase the value of the Collateral asrequired by Lender.

 

**Events Affecting Guarantor. **Any of the preceding events occurs withrespect to any guarantor, endorser, surety, or accommodation party of any ofthe Indebtedness or guarantor, endorser, surety, or accommodation party dies orbecomes incompetent or revokes or disputes the validity of, or liability under,any Guaranty of the Indebtedness.

 

**Adverse Change. **A material adverse change occurs in Borrower’sor Grantor’s financial condition, or Lender believes the prospect of payment orperformance of the Indebtedness is impaired.

 

**Insecurity.  **Lender, in good faith, believes itselfinsecure.

 

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**RIGHTS AND REMEDIES ON DEFAULT. **If an Event of Default occurs under thisAgreement, at any time thereafter, Lender may exercise anyone or more of thefollowing rights and remedies:

 

**Accelerate Indebtedness. **Declare all Indebtedness, including anyprepayment penalty which Borrower would be required to pay, immediately due andpayable, without notice of any kind to Borrower or Grantor.

 

**Collect the Collateral. **Collect any of the Collateral and, at Lender’soption and to the extent permitted by applicable law, retain possession of theCollateral while suing on the Indebtedness.

 

**Sell the Collateral. **Sell the Collateral, at Lender’s discretion,as a unit or in parcels, at one or more public or private sales.  Unless the Collateral is perishable orthreatens to decline speedily in value or is of a type customarily sold on arecognized market, Lender shall give or mail to Grantor, and other persons asrequired by law, notice at least ten (10) days in advance of the time andplace of any public sale, or of the time after which any private sale may bemade; provided, however, no notice need be provided to any personwho, after an Event of Default occurs, enters into and authenticates anagreement waiving that person’s right to notification of sale.  Grantor agrees that any requirement ofreasonable notice as to Grantor is satisfied if Lender malls notice by ordinarymall addressed to Grantor at the last address Grantor has given Lender inwriting.  If a public sale is held, thereshall be sufficient compliance with all requirements of notice to the public bya single publication in any newspaper of general circulation in the countywhere the Collateral is located, setting forth the time and place of sale and abrief description of the property to be sold. Lender may be a purchaser at any public sale.

 

**Sell Securities. **Sell any securities included in theCollateral in a manner consistent with applicable federal and state securitieslaws.  If, because of restrictions undersuch laws, Lender is unable or believes it is unable to sell the securities inan open market transaction, Grantor agrees that (A) Lender will have noobligation to delay sale until the securities can be registered, and (B) Lendermay make a private sale to one or more persons or to a restricted group ofpersons, even though such sale may result in a price that is less favorablethan might be obtained in an open market transaction.  Such a sale will be considered commerciallyreasonable.  If any securities held asCollateral are “restricted securities” as defined in the Rules of theSecurities and Exchange Commission (such as Regulation D or Rule 144) orthe rules of state securities departments under state “Blue Sky” laws, orif Grantor or any other owner of the Collateral is an affiliate of the issuerof the securities, Grantor agrees that neither Grantor, nor any member ofGrantor’s family, nor any other person signing this Agreement will sell ordispose of any securities of such Issuer without obtaining Lender’s priorwritten consent.

 

**Rights and Remedies with Respect to Investment Property, FinancialAssets and Related Collateral. **In addition to other rights and remedies grantedunder this Agreement and under applicable law, Lender may exercise any or allof the following rights and remedies: (A) register with any issuer orbroker or other securities intermediary any of the Collateral consisting ofinvestment property or financial assets (collectively, “Investment Property”)in Lender’s sole name or in the name of Lender’s broker, agent or nominee; (B) causeany issuer, broker or other securities intermediary to deliver to Lender any ofthe Collateral consisting of securities or Investment Property capable of beingdelivered; (C) enter into a control agreement or power of attorney withany issuer or securities intermediary with respect to any Collateral consistingof investment property, on such terms as Lender may deem appropriate, in itssole discretion, including without limitation, an agreement granting to Lenderany of the rights provided hereunder without further notice to or consent byGrantor; (D) execute any such control agreement on Grantor’s behalf and inGrantor’s name, and Grantor hereby irrevocably appoints Lender as agent andattorney-in-fact, coupled with an interest, for the purpose of executing suchcontrol agreement on Grantor’s behalf; (E) exercise any and all rights ofLender under any such control agreement or power of attorney; (F) exerciseany voting, conversion, registration, purchase, option, or other rights withrespect to any Collateral; (G) collect, with or without legal action, andissue receipts concerning any notes, checks, drafts, remittances or distributionsthat are paid or payable with respect to any Collateral consisting ofInvestment Property.  Any controlagreement entered with respect to any Investment Property shall contain thefollowing provisions:

 

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(1)  At Lender’sdiscretion, Lender shall be authorized to instruct the issuer, broker or othersecurities intermediary to take or to refrain from taking such actions withrespect to the Investment Property as Lender may instruct, without furthernotice to or consent by Grantor.  Suchactions may include without limitation the issuance of entitlement orders,account instructions, general trading or buy or sell orders, transfer andredemption orders, and stop loss orders.

 

(2)  Lender shallbe further entitled to instruct the issuer, broker or securities intermediaryto sell or to liquidate any Investment Property, or to pay the cash surrenderor account termination value with respect to any and all Investment Property,and to deliver all such payments and liquidation proceeds to Lender.

 

Additionally, any such control agreement shallcontain such authorizations as are necessary to place Lender in “control” ofsuch investment collateral, as contemplated under the provisions of the UniformCommercial Code of the State of Illinois (the “UCC”), and shall fully authorizeLender to issue “entitlement orders” concerning the transfer, redemption,liquidation or disposition of investment collateral, in conformance with theprovisions of the UCC.

 

**Foreclosure. **Maintain a judicial suit for foreclosure andsale of the Collateral.

 

**Transfer Title. **Effect transfer of title upon sale of all orpart of the Collateral.  For thispurpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact toexecute endorsements, assignments and instruments in the name of Grantor andeach of them (if more than one) as shall be necessary or reasonable.

 

**Other Rights and Remedies. **Have and exercise any or all of the rightsand remedies of a secured creditor under the provisions of the UCC, at law, inequity, or otherwise.

 

**Application of Proceeds. **Apply any cash which is part of theCollateral, or which is received from the collection or sale of the Collateral,to reimbursement of any expenses, including any costs for registration ofsecurities, commissions incurred in connection with a sale, attorneys’ fees andcourt costs, whether or not there is a lawsuit and including any fees onappeal, incurred by Lender in connection with the collection and sale of suchCollateral and to the payment of the indebtedness of Borrower to Lender, withany excess funds to be paid to Grantor as the interests of Grantor mayappear.  Borrower agrees, to the extentpermitted by law, to pay any deficiency after application of the proceeds of theCollateral to the indebtedness.

 

**Election of Remedies. **Except as may be prohibited by applicablelaw, all of Lender’s rights and remedies, whether evidenced by this Agreement,the Related Documents, or by any other writing, shall be cumulative and may beexercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of anyother remedy, and an election to make expenditures or to take action to performan obligation of Grantor under this Agreement, after Grantor’s failure toperform, shall not affect Lender’s right to declare a default and exercise itsremedies.

 

**MISCELLANEOUS PROVISIONS.**The following miscellaneous provisions are a part of this Agreement:

 

**Amendments. **This Agreement, together with any Related Documents,constitutes the entire understanding and agreement of the parties as to thematters set forth in this Agreement.  Noalteration of or amendment to this Agreement shall be effective unless given inwriting and signed by the party or parties sought to be charged or bound by thealteration or amendment.

 

**Attorneys’ Fees; Expenses. **Grantor agrees to pay upon demand all ofLender’s costs and expenses, Including Lender’s attorneys’ fees and Lender’slegal expenses, incurred in connection with the enforcement of this Agreementupon any Event of Default.  Lender mayhire or pay someone else to help enforce this Agreement, and Grantor shall paythe costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’ fees and legal expenseswhether or not there is a lawsuit, including attorneys’ fees and legal expensesfor bankruptcy proceedings (including efforts to modify or vacate any 

 

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automatic stay or injunction), appeals, and any anticipatedpost-judgment collection services. Grantor also shall pay all court costs and such additional fees as maybe directed by the court.

 

**Caption Headings. **Caption headings in this Agreement are forconvenience purposes only and are not to be used to interpret or define theprovisions of this Agreement.

 

**Governing Law. **This Agreement will be governed by federalapplicable to Lender and, to the extent not preempted by federal law, the lawsof the State of Illinois without regard to its conflicts of lawprovisions.  This Agreement has beenaccepted by Lender in the State of Illinois.

 

**Choice of Venue. **If there is a lawsuit, Grantor agrees uponLender’s request to submit to the jurisdiction of the courts of DuPage County,State of Illinois.

 

**Joint and Several Liability. **All obligations of Borrower and Grantor underthis Agreement shall be joint and several, and all references to Grantor shallmean each and every Grantor, and all references to Borrower shall mean each andevery Borrower.  This means that eachBorrower and Grantor signing below is responsible for all obligations in thisAgreement.  Where any one or more of theparties is a corporation, partnership, limited liability company or similarentity, it is not necessary for Lender to inquire into the powers of any of theofficers, directors, partners, members, or other agents acting or purporting toact on the entity’s behalf, and any obligations made or created in relianceupon the professed exercise of such powers shall be guaranteed under this Agreement.

 

**No Waiver by Lender. **Lender shall not be deemed to have waived anyrights under this Agreement unless such waiver is given in writing and signedby Lender.  No delay or omission on thepart of Lender in exercising any right shall operate as a waiver of such rightor any other right.  A waiver by Lenderof a provision of this Agreement shall not prejudice or constitute a waiver ofLender’s right otherwise to demand strict compliance with that provision or anyother provision of this Agreement.  Noprior waiver by Lender, nor any course of dealing between Lender and Grantor,shall constitute a waiver of any of Lender’s rights or of any of Grantor’sobligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, thegranting of such consent by Lender in any instance shall not constitutecontinuing consent to subsequent instances where such consent is required andin all cases such consent may be granted or withheld in the sole discretion ofLender.

 

**Notices. **Any notice required to be given under thisAgreement shall be given in writing, and shall be effective when actuallydelivered, when actually received by facsimile (unless otherwise required bylaw), when deposited with a nationally recognized overnight courier, or, ifmailed, when deposited in the United States man, as first class, certified orregistered mail postage prepaid, directed to the addresses shown near thebeginning of this Agreement.  Any partymay change its address for notices under this Agreement by giving formalwritten notice to the other parties, specifying that the purpose of the noticeis to change the party’s address.  Fornotice purposes, Grantor agrees to keep Lender informed at all times of Grantor’scurrant address.  Unless otherwiseprovided or required by law, if there are more than one Grantor, any noticegiven by lender to any Grantor is deemed to be notice given to all Grantors.

 

**Severability. **If a court of competent jurisdiction findsany provision of this Agreement to be illegal, invalid, or unenforceable as toany circumstance, that finding shall not make the offending provision illegal,invalid, or unenforceable as to any other circumstance.  If feasible, the offending provision shall beconsidered modified so that it becomes legal, valid and enforceable.  If the offending provision cannot be somodified, it shall be considered deleted from this Agreement.  Unless otherwise required by law, theillegality, invalidity, or unenforceability of any provision of this Agreementshall not affect the legality, validity or enforceability of any otherprovision of this Agreement.

 

**Successors and Assigns. **Subject to any limitations stated in thisAgreement on transfer of Grantor’s interest, this Agreement shall be bindingupon and inure to the benefit of the parties, their successors andassigns.  If ownership of the Collateralbecomes vested in a person other than Grantor, Lender, without notice toGrantor, may deal with Grantor’s successors with reference to this Agreementand the 

 

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indebtedness by way of forbearance or extensionwithout releasing Grantor from the obligations of this Agreement or liabilityunder the indebtedness.

 

**Time Is of the Essence. **Time is of the essence in the performance ofthis Agreement.

 

**Waive Jury. **All parties to this Agreement hereby waivethe right to any jury trial in any action, proceeding, or counterclaim broughtby any party against any other party.

 

**DEFINITIONS. **The following capitalized words and termsshall have the following meanings when used in this Agreement.  Unless specifically stated to the contrary,all references to dollar amounts shall mean amounts in lawful money of theUnited States of America.  Words andterms used in the singular shall include the plural, and the plural shallinclude the singular, as the context may require.  Words and terms not otherwise defined in thisAgreement shall have the meanings attributed to such terms in the UCC:

 

**Agreement.**Theword “Agreement” means this Amended and Restated Commercial Pledge Agreement,as this Amended and Restated Commercial Pledge Agreement may be amended ormodified from time to time, together with all exhibits and schedule’s attachedto this Amended and Restated Commercial Pledge Agreement from time to time.

 

**Borrower. **The word “Borrower” means Advanced LifeSciences, Inc. and includes all co-signers and co-makers signing the Noteand all their successors and assigns.

 

**Collateral: **The word “Collateral” means all of Grantor’sright, title and interest in and to all the Collateral as described in theCollateral Description section of this Agreement.

 

**Default: **The word “Default” means the Default setforth in the DEFAULT section of this Agreement.

 

**Event of Default: **The words “Event of Default” mean any of theevents of default set forth in this Agreement in the DEFAULT section of thisAgreement.

 

**Grantor. **The word “Grantor” means ALS Ventures, LLC.

 

**Guaranty. **The word “Guaranty” means the guaranty fromany guarantor, endorser, surety, or accommodation party to Lender, includingwithout limitation a guaranty of all or part of the Note.

 

**Income and Proceeds. **The words “Income and Proceeds” mean allpresent and future income, proceeds, earnings, increases, and substitutionsfrom or for the Collateral of every kind and nature, including withoutlimitation all payments, interest, profits, distributions, benefits, rights,options, warrants, dividends, stock dividends, stock splits, stock rights,regulatory dividends, subscriptions, monies, claims for money due and to becomedue, proceeds of any insurance on the Collateral, shares of stock of differentpar value or no par value issued in substitution or exchange for sharesincluded in the Collateral, and all other property Grantor is entitled toreceive on account of such Collateral, including accounts, documents,instruments, chattel paper, and general intangibles.

 

**Indebtedness. **The word “Indebtedness” means theindebtedness evidenced by the Note or Related Documents, including all principaland interest together with all other indebtedness and costs and expenses forwhich Borrower is responsible under this Agreement or under any of the RelatedDocuments.

 

**Lender.**Theword “Lender” means THE LEADERS BANK, its successors and assigns.

 

**Note. **The word “Note” means that certain Amendedand Restated Note, dated as of even date herewith, executed by Borrower infavor of the Lender in the principal amount of Ten Million and 00/100 Dollars($10,000,000.00), together with all renewals of, extensions of, modificationsof, refinancings of, consolidations of, and substitutions for the Note.

 

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**Obligor. **The word “Obligor” means, without limitation,any and all persons obligated to pay money or to perform some other act underthe Collateral.

 

**Property. **The word “Property” means all of Grantor’sright, title and interest in and to all the property as described in theCOLLATERAL DESCRIPTION section of this Agreement.

 

**Related Documents. **The words “Related Documents” mean allpromissory notes, credit agreements, loan agreements, environmental agreements,guaranties, security agreements, mortgages, deeds of trust, security deeds,collateral mortgages, and all other instruments, agreements and documents, whethernow or hereafter existing, executed In connection with the Indebtedness.

 

**UCC.**  The word “UCC” means the Uniform CommercialCode of the State of Illinois, as amended.

 

**[SIGNATURE PAGE FOLLOWS]**

 

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BORROWERAND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIALPLEDGE AGREEMENT AND AGREE TO ITS TERMS.

 

INWITNESS WHEREOF, the Parties hereto have caused this Agreement to be executedby their respective authorized officers as of the date first written above.

 

 
| GRANTOR:                     |                                   |
|------------------------------|----------------------------------------|
|                         |                                   |
| ALS VENTURES, LLC            |                                   |
|                         |                                   |
| By:                          | /s/ Michael T. Flavin                  |   |
|                         | Michael T. Flavin, Manager             |   |
|                         |                                   |
| BORROWER:                    |                                   |
|                         |                                   |
| ADVANCED LIFE SCIENCES, INC. |                                   |
|                         |                                   |
| By:                          | /s/ John L. Flavin                     |   |
|                         | John L. Flavin, President              |   |
|                         |                                   |
| LENDER:                      |                                   |
|                         |                                   |
| THE LEADERS BANK             |                                   |
|                         |                                   |
| By:                          | /s/ John Prosia                        |   |
|                         | John Prosia, Executive  Vice President |   |

 

[Signature Page to Amended and Restated Commercial Pledge Agreement]

 

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