**Exhibit 10.1**

**Amendedand Restated**

**Employment Agreement**

THISEMPLOYMENT 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 **Michael T. Flavin, Ph.D.** (the “Executive”).

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

WHEREAS, the Company and theExecutive desire to enter into this Amended and Restated Agreement, effectiveas of the Effective Date, to amend and restate the Existing EmploymentContract; and

WHEREAS, the Company desires to employ the Executivein accordance with the terms and conditions hereinafter set forth and theExecutive desires to be so employed; and

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

NOW,THEREFORE, in consideration of the mutual covenants contained herein, theCompany and the Executive 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”), unlessextended, 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.             Positionand Duties.  The Executive shallserve as the **Chief Executive Officer**of theCompany, and shall have such responsibilities, duties and authority as areassigned by the Board of Directors of the Company and are customarilyassociated with such position, including but not limited to, those he may haveas of the Effective Date.  The Executiveshall devote such time to the performance of his duties as is necessary tosatisfactorily perform his responsibilities and duties.

3.             Placeof Performance.  In connection withthe Executive’s employment by the Company, the Executive shall be based at theprincipal executive offices of the Company currently in Woodridge, Illinois,except for required travel on the Company’s business.

4.             Compensationand Related Matters.  During the Termof the Executive’s employment, as compensation and consideration for theperformance by the Executive of the Executive’s duties, responsibilities andcovenants pursuant to this Agreement, the Company shall pay the Executive andthe Executive agrees to accept in full payment for such performance the amountsand benefits set forth below.

(a)           Salary.  The Company shall pay to the Executive anannual base salary of $**260,000** (“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 Compensation Committee of the Board of Directors to determinewhether to increase the Base Salary on a prospective basis and may be increasedby the Compensation Committee.  Any suchsalary adjustment shall then be considered Base Salary for 

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the purposes of this Agreement. The Executive’s BaseSalary shall not be reduced after any increase, without the Executive’sconsent.

(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 **thirty fivepercent** (**35%**) 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)           Stock Incentive Plan.  As of the Effective Date, the Executive shallbe shall be eligible to receive additional awards of the Company’s common stockunder the Company’s Stock Incentive Plan or under any other equity plan of theCompany as determined by the Compensation Committee of the Board of Directorsof the Company in its discretion.

(d)           OtherBenefits and Perquisites.  During theTerm of the Executive’s employment hereunder:

(i)            Benefit Plans.  The Executive shall be entitled toparticipate in or receive benefits under any employee pension or welfarebenefit plan or arrangement made available by the Company at any time duringhis employment hereunder to its employees (collectively the “Benefit Plans”),including without limitation each qualified retirement plan, life insurance andaccident plan, medical, dental insurance plans, and disability plan, subject toand on a basis consistent with the terms, conditions and overall administrationof such plans and arrangements, as they may be amended from time to time.

(ii)           Vacation.  The Executive shall be entitled to not lessthan **25**days of paid vacation in eachcalendar year, in accordance with the Company’s vacation policy.

(iii)          ExpenseReimbursement.  The Executive shallbe entitled to receive reimbursement for all reasonable business, travel orother out-of-pocket expenses incurred by the Executive in fulfilling theExecutive’s duties and responsibilities hereunder, provided that such expensesare incurred and accounted for in accordance with the policies and proceduresestablished by the Company.

5.             Termination.

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

(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 *nolocontendere* to any criminal violation involving dishonesty or fraud;(B) engagement in conduct that is injurious to the Company; (C) engagement inany act of dishonesty or misconduct that results in damage to the Company orits business or reputation or that the Board determines to adversely affect thevalue, reliability or performance of the Executive to the Company; (D) refusalor failure 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 

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Information (as defined below) or other tradesecrets of the Company; (F) loss of any license or registration that isnecessary for the Executive to perform his duties to the Company, or commissionof any act that could result in the legal disqualification of the Executivefrom being employed by the Company or any of its affiliates; (G) failure tocooperate with the Company or any of its affiliates in any internalinvestigation or administrative, regulatory or judicial proceeding; or (H)continuous failure by the Executive to perform his duties to the Company (whichmay include any sustained and unexcused absence of the Executive from theperformance of such duties, which absence has not been certified in writing asdue to physical or mental illness or disability), after a written demand forperformance has been delivered to the Executive identifying the manner in whichthe Executive has failed to substantially perform such duties.  The application of any part of the definitionof Cause set forth in clauses (A) through (H) above to the Executive shall notpreclude or prevent the reliance by the Company or the Board on any other partof the definition that also may be applicable. In addition, the Executive’s employment shall be deemed to haveterminated for Cause if, after the Executive’s employment has terminated, factsand circumstances are discovered that would have justified a termination forCause.

(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 ofthe Executive’s employment by the Company or by the Executive (other than atermination pursuant to Section 5(a)(i) above) shall be communicated by writtenNotice of Termination to the other party hereto in accordance with Section10.  For purposes of this Agreement, a “Noticeof Termination” shall mean a notice that shall indicate the specifictermination provision in this Agreement relied upon and shall set forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination of the Executive’s employment under the provision so indicated.

(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 suchtermination, the date of such termination.

6.             CompensationUpon Termination.

(a)           Thefollowing payments shall be made upon the Executive’s termination of employmentfor any reason:  (i) earned but unpaidBase Salary through the Executive’s Date of Termination; (ii) any accrued butunpaid vacation; (iii) unreimbursed business expenses owed pursuant to Section4(d)(iii); Any outstanding notes payable to you along with the interestdue;  and (iv) any amounts payable underany of the Company’s Bonus Plan and Benefit Plans in accordance with the termsof those plans.  All amounts underclauses (i) through (iv) shall be paid in a lump sum on the Executive’s Date ofTermination or as soon as administratively practicable thereafter.

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 (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)           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 **twenty four (24) 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 any amounts that may come due under the Company’s BonusPlan and (ii) continue the Executive’s coverage under the Benefit Plans inwhich the Executive participated immediately prior to the Date of Termination,provided, however, that if the Company cannot continue such coverage, theCompany shall provide or arrange to provide, at its expense, similar coverageto the Executive.  The Severance Periodmay be increased by the Compensation Committee of the Board Directors.  Any such increase shall then be consideredthe Severance Period for the purposes of this Agreement.  Notwithstanding the forgoing, vacation daysshall not accrue during the Severance Period.

(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.

(g)           Ifthe Executive’s employment is terminated by the parties pursuant to Section5(a)(iii) or Section 5(a)(iv) above, the Executive shall remain a Director ofAdvanced Life Sciences Holdings, Inc. (“ADLS”) for as long as the Executive isa beneficial owner of any class of stock in ADLS.

7.             Changein Control.  Upon a Change in Control,all outstanding stock options and other equity awards under the Company’s StockIncentive Plan or other similar or successor plan held by the Executive willimmediately become fully vested and exercisable.

(a)           Paymentsand Benefits Upon Employment Termination Upon a Change in Control.  The Executive hereby agrees to waive anyrights associated with the Change in Control Section of the Existing EmploymentContract arising prior to the date hereof; the rights contained herein shallcontrol. If the Executive’s employment is terminated other than for Causewithin 24 months after a Change in Control (as defined below), the Companyshall provide the following payments and benefits to the Executive, in lieu ofthose payments and benefits provided under Sections 6(d), but in addition tothe amounts payable under Section 6(a):

(i)            TheCompany shall pay the Executive a lump sum cash amount equal to two (2) timesthe sum of (A) the Executive’s Base Salary as in effect on the date of theExecutive’s termination of employment and (B) the Executive’s target bonusamount for 

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the fiscal year in which the Executive’s employment is terminated OR anamount equal to the annual bonus paid to the Executive during the fiscal yearimmediately preceding the Executive’s termination of employment.

(ii)           TheCompany shall continue the Executive’s coverage under the Benefit Plans inwhich the Executive participated immediately prior to the Executive’stermination of employment for a period of 24 months, provided, however, that ifthe Company cannot continue such coverage, the Company shall provide or arrangeto provide, at its expense, similar coverage to the Executive.

(b)           Timingof Payment.  All payments under Section7(a) shall be made in a lump sum cash payment as soon as practicable, but in noevent more than 10 days after the Executive’s termination of employment.

(c)           Definitions.  For purposes of this Agreement, the followingterms 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 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 havingfifty percent (50%) or more of the combined voting power of thethen-outstanding securities of the Company that may be cast for the election ofdirectors of the Company (other than as a result of an issuance of securitiesinitiated by the Company in the ordinary course of business) (the “CompanyVoting Securities”); provided, however, that the event described in thisSection 7(c)(i) shall not be deemed to be a Change in Control by virtue of anyunderwriter temporarily holding securities pursuant to an offering of suchsecurities;

(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 

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the holders of thesecurities of the Company entitled to vote generally in the election ofdirectors of the Company immediately prior to such transaction; or

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

Notwithstandingthe foregoing, a Change in Control shall not be deemed to occur solely becauseany person acquires beneficial ownership of more than fifty percent (50%) ofthe Company 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 Voting Securitiesthat increases the percentage of outstanding Company Voting Securitiesbeneficially owned by such person, a Change in Control transaction shall thenoccur.

Furthernotwithstanding the foregoing, unless a majority of the Incumbent Directorsdetermines otherwise, no Change in Control shall be deemed to have occurredwith respect to the Executive if the Change in Control results from actions orevents in which the Executive is a participant in a capacity other than solelyas an officer, 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)           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 the excisetax described in Code Section 4999 or any successor or substitute provision ofthe Code (the “Excise Tax”), then, after taking into account any reduction inthe Total 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.

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(b)           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 Firm”), which shall providedetailed supporting calculations both to the Company and the Executive notlater than 5 days prior to the date of the Executive’s termination ofemployment.  The Company shall pay allfees and expenses of the Accounting Firm. Any determination by the Accounting Firm shall be binding upon theCompany and the Executive, except as provided in paragraph (c) below.

(c)           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 is required to make apayment of any such Excise Tax, the Company will promptly pay the Executive anadditional amount equal to the amount, or greater amount, of Excise Tax the Executiveis required to pay (plus a gross up payment for any income taxes, interest,penalties or additional Excise Tax payable by Executive with respect to suchExcise Tax or additional payment), as determined by the Accounting Firm.  The Executive will notify the Company inwriting of any claim by the IRS or other agency that, if successful, wouldrequire payment by the Company of the additional payments under thisparagraph.  The Executive and the Companyshall 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 shall pay all fees and expensesof the Executive relating to a claim by the IRS or other agency.

8.             Restrictive Covenants.

(a)           Trade Secrets.  The Executive acknowledges that he has hadand shall have access to confidential information of the Company, whether ornot reduced to writing and whether in paper, electronic, digital, analog orother format (including, but not limited to, trade secrets, know-how,Inventions (as defined below), new product and product development information,research results, marketing and sales programs, customer and supplierinformation, financial data, employee records, cost information, pricing information,sales and marketing strategies, the identity of customers, information receivedby the 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 include anyinformation that: (i) is now, or hereafter becomes, through no act or failureto act on the part of the Executive that constitutes a breach of this Section8, generally known or available to the public; (ii) is hereafter furnishedwithout restriction on disclosure to the Executive by a third party, other thanan employee or agent of the Company, who is not under any obligation ofconfidentiality to the Company; (iii) is disclosed with the written approval ofthe 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; and providedfurther, however, that if the Executive is required to disclose suchConfidential Information, the Executive shall give the Company notice of suchdisclosure and cooperate in 

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seeking suitableprotections.  The Executive acknowledgesthat all Confidential Information, and all documents, files, reports, drawings,designs, specifications, formulae, samples, data, writings, tools, equipment,memory devices or any other tangible objects that incorporate, contain, referto or embody any Confidential Information (“Items”), acquired by the Executivein connection with the Executive’s employment with the Company are the propertyof the Company.  Other than in the courseof performing services for the Company or otherwise authorized in writing bythe Company, 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 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).

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(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, and executeall necessary documents and papers required to vest title in and assign to theCompany (or its nominee) patent or copyright protection and registration.  The Executive’s obligation to assist theCompany in obtaining and enforcing patent or copyright protection andregistration for the Inventions shall continue following termination of thisAgreement, but Company shall compensate the Executive following the expirationor termination of this Agreement at a rate of $10 for the execution of eachdocument and $150 per day for each day or portion thereof spent at the Company’srequest in rendering assistance, plus reimbursement for the reasonableout-of-pocket expenses incurred by the Executive 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 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 extent 

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necessary to make the restriction reasonable, so that the restrictionmay be enforced in those areas, during the period of time and in the scope thatare or would be judged to be reasonable.

9.             Binding Agreement; Successors.  This Agreement and all rights of theExecutive hereunder shall inure to the benefit of and be enforceable by theExecutive’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 Company.  This Agreement is not intended to confer uponany person other than the parties hereto (and the Executives’ Spouse anddependents) any rights or remedies, except as specifically provided in thisSection 9.

10.           Notice. Notices, demands and all other communications provided for in thisAgreement shall be in writing and shall be deemed to have been duly given whendelivered, if delivered personally, or (unless otherwise specified) whenreceived, if mailed by United States certified or registered mail, returnreceipt requested, postage prepaid, by Federal Express or other reputableovernight courier service or by facsimile, addressed as follows:

If to the Executive:

**Michael T. Flavin,Ph.D.**

**8817 Royal SwanLane**

**Darien, IL 60561**

Ifto the Company:

Advanced Life Sciences, Inc.

1440 Davey Road

Woodridge, Illinois 60517

Attn: Chief ExecutiveOfficer

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. No provision of this Agreement may be modified, waived or dischargedunless such waiver, modification or discharge is agreed to in writing signed bythe Executive and such officer of the Company as may be specifically designatedby the Company’s Board.  No waiver byeither party hereto at any time of any breach by the other party hereto of, orcompliance with, any condition or provision of this Agreement to be performedby such other party shall be deemed a waiver of similar or dissimilarprovisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral orotherwise, express or implied, with respect to the subject matter hereof havebeen made by either party that are not set forth expressly in this Agreement.

12.           Validity. The invalidity or unenforceability of any provision or provisions ofthis Agreement shall not affect the validity or enforceability of any otherprovision of this Agreement, which shall remain in full force and effect.  If any provision of this Agreement is foundto be invalid or unenforceable, in whole or in part, then it shall be deemed tobe modified or restricted to the extent and in the manner necessary to renderit valid and enforceable, or shall be deemed excised from this Agreement, asthe case may require, and this Agreement shall be construed and enforced to themaximum extent permitted by law, as if the provision had been originallyincorporated herein as so modified or restricted, or as if it had notoriginally been incorporated herein, as the case may be.

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13.           Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original but all of which together shallconstitute 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.           Irreparable Harm. The Executive acknowledges that: (i) the Executive’s compliance withthis Agreement is necessary to preserve and protect the proprietary rights,Confidential Information and the goodwill of the Company and its subsidiariesas going concerns; (ii) any failure by the Executive to comply with theprovisions of this Agreement shall result in irreparable and continuing injuryfor which there will be no adequate remedy at law; and (iii) in the event thatthe Executive 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 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 pursuant to this Agreement shall besubject to applicable withholding taxes, if any, and any amount so withheldshall be deemed to have been paid to the Executive for purposes of amounts dueto the Executive under this Agreement.

18.           Governing Law. This Agreement is governed by and is to be construed and enforced inaccordance with the laws of the State of Illinois, without regard to itsconflict of law provisions.

IN WITNESS WHEREOF, the partieshave executed this Agreement on the date and year first above written.
| **Executive** | **Advanced Life Sciences, Inc.** |   |
|---------------|----------------------------------|--------|
| ** **    | ** **                       |   |
| By:           | /s/Michael T. Flavin             |   | By: | /s/R. Richard Wieland |
| **Name:**     | **Michael T. Flavin, Ph.D.**     |   | Name: | R. Richard Wieland, II |
|          |                             |   | Title: | EVP and Chief Financial Officer |
|               |                                  |        |  |  |  |  |

 

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