**Exhibit10.1**

 

**LETTER OF INTENT**

**between**

**DSM PHARMA CHEMICALS NORTH AMERICA, INC.**

**and**

**ADVANCED LIFE SCIENCES, INC.**

 

ThisLetter of Intent (“Agreement”) between Advanced Life Sciences, Inc. at1440 Davey Road, Woodridge, IL 60517 (“Customer”) and DSM Pharma ChemicalsNorth America, Inc. at 45 Waterview Boulevard, Parsippany, NJ 07054(“DSM”) is for the purpose of expressing Customer’s intent to proceed withDSM’s April 29, 2008 Proposal delivered to Customer for the production of1750kg of Cethromycin (the “Proposal”). Customer’s intent is conditional upon the parties entering into a formalsupply agreement which will govern the terms and conditions of the Proposalincluding but not limited to the timing of the production and the milestonepayment schedule.  While these conditionsare pending, the parties recognize that there are lengthy lead times for theraw materials needed to complete the production described in the Proposal.  Therefore, Customer hereby authorizes DSM toprocure the necessary raw materials to be used to complete the productiondescribed in the Proposal in anticipation of entering into the formal supplyagreement mentioned above.

 

Uponexecution of this Agreement, Customer agrees to issue a purchase order to DSMfor the necessary raw materials at an estimated cost of € 2,702,716.  Said Customer’s purchase order shall begoverned by this Agreement and shall preempt any terms and conditionsassociated with Customer’s purchase order. Upon receipt by DSM of the rawmaterials ordered by Customer, DSM will provide an invoice to Customer for thecost of the raw materials which shall be paid in accordance with the paymentterms on said invoice.  The Customer isaware that the cost of the raw materials is an estimated cost as mentioned aboveand this cost may increase or decrease at the time the raw material order isplaced.  In the event there is anyvariation from the estimated amount for the raw materials as provided above,DSM shall advise Customer prior to DSM ordering the raw materials.

 

Inthe event Customer decides for any reason not to enter into a formal supplyagreement, and waive its intentions to proceed with its intent to complete theproduction described in the Proposal, DSM will arrange, at the Customer’s cost,for the delivery of the raw materials to Customer that have been paid foraccordingly.

 

*ACCEPTEDAND AGREED TO AS OF THE DATE LAST SIGNED BELOW:*

 
| **DSM Pharmaceutical Products** | ** **                   | **Advanced Life  Sciences, Inc.** |
|---------------------------------|------------------------------|----------------------------------------|
| ** **                      | ** **                   | ** **                             |
| By:                             |  /s/ Kristine Senft     |                                   | By: |  /s/ John L. Flavin |
|                            |                         |                                   |   |   |
| Name:                           |  Kristine Senft         |                                   | Name: |  John  L. Flavin |
|                            |                         |                                   |   |   |
| Title:                          |  Senior Vice President, |                                   | Title: |  President  and Chief |
|                            |  M&S, DPC           |                                   |   |  Financial  Officer |
|                            |                         |                                   |   |   |
| Date:                           |  August 11, 2008   |                                   | Date: |  August 8,  2008 |

 

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