**Exhibit 10.10**

 

**PROMISSORY NOTE**

 
| **Borrower****:** | ** ** | **Advance Life  Sciences, Inc.** | ** ** | **Lender:** | ** ** | **THE LEADERS BANK**           |
|-------------------|------------|---------------------------------------|------------|-------------|------------|--------------------------------|
| ** **        | ** ** | **1440 Davey Road**                   | ** ** | ** **  | ** ** | **2001 YORK ROAD, SUITE  150** |
| ** **        | ** ** | **Woodridge, IL 60517**               | ** ** | ** **  | ** ** | **OAK BROOK, IL 60523**        |

** **
| **Principal  Amount: $1,000,000.00** | **Initial Rate: 7.000%** | **Date of Note: May 31, 2005** |
|-------------------------------------------|--------------------------|-------------------------------------|

 

 

**PROMISE TO PAY.  ****Advance Life Sciences, Inc.(“Borrower”) promises to pay to THE LEADERS BANK (“Lender”), or order, inlawful money of the United States of America, the principal amount of OneMillion & 00/100 Dollars ($1,000,000.00) or so much as may beoutstanding, together with interest on the unpaid outstanding principal balanceof each advance.  Interest shall becalculated from the date of each advance until repayment of each advance.**

 

**PAYMENT.**  **Borrowerwill pay this loan in full immediately upon Lender’s demand.  If no demand is made, Borrower will pay thisloan in one payment of all outstanding principal plus all accrued unpaid intereston December 21, 2006*.  *Inaddition, Borrower will pay regular monthly payments of all accrued unpaid interestdue as of each payment date, beginning June 30, 2005, with all subsequent interestpayments to be due on the last day of each month after that.  Unless otherwise agreed or required byapplicable law, payments will be applied first to any accrued unpaid interest;then to principal; then to any unpaid collection costs; and then to any latecharges.  The annual interest rate forthis Note is computed on a 365/360 basis; that is, by applying the ratio of theannual interest rate over a year of 360 days, multiplied by the outstandingprincipal balance, multiplied by the actual number of days the principalbalance is outstanding.  Borrower willpay Lender at Lender’s address shown above or at such other place as Lender maydesignate in writing.**

 

**VARIABLE INTEREST RATE.  **The interest rate on this Note is subject to change from time to timebased on changes in an index which is the Leaders Bank Index Rate asperiodically announced by The Leaders Bank (the “Index”).  The Index is not necessarily the lowest ratecharged by Lender on its loans and is**setby Lender in its sole discretion.  If theIndex becomes unavailable during the term of this loan, Lender may designate asubstitute index after notifying Borrower.  Lender will tell Borrower the current Indexrate upon Borrower’s request.  Theinterest rate change will not occur more often than each day.  Borrower understands that Lender may makeloans based on other rates as well.  **The Index currently is 6.000% per annum.  The interest rate to be applied to the unpaidprincipal balance of this Note will be at a rate of 1.000 percentage point overthe Index, resulting in an initial rate of 7.000% per annum.**  NOTICE: Under no circumstances will the interest rate on this Note be more thanthe maximum rate allowed by applicable law.

 

**PREPAYMENT.  **Borrower agrees that all loan fees and otherprepaid finance charges are earned fully as of the date of the loan and willnot be subject to refund upon early payment (whether voluntary or as a resultof default), except as otherwise required by law.  Except for the foregoing, Borrower may paywithout penalty all or a portion of the amount owed earlier than it is due.  Early payments will not, unless agreed to byLender in writing, relieve Borrower of Borrower’s obligation to continue tomake payments of accrued unpaid interest.  Rather, early payments will reduce theprincipal balance due.  Borrower agreesnot to send Lender payments marked “paid in full”, “without recourse”, orsimilar language.  If Borrower sends sucha payment, Lender may accept it without losing any of Lender’s rights underthis Note, and Borrower will remain obligated to pay any further amount owed toLender.  All written communicationsconcerning disputed amounts, including any check or other payment instrumentthat indicates that the payment constitutes “payment in full” of the amountowed or that is tendered with other conditions or limitations or as fullsatisfaction of a disputed amount must be mailed or delivered to: The LeadersBank, Post Office Box 3516 Oak Brook, IL 60522-3516.

 

**LATE CHARGE.  **If a payment is 10 days or more late, Borrowerwill be charged**5.000% of the regularly scheduled payment or$10.00, whichever is greater.**

 

**INTEREST AFTER DEFAULT.  **Upon default, including failure to pay upon final maturity, Lender, atits option, may, if permitted under applicable law, increase the variable interestrate on this Note to 5.000 percentage points over the Index.  The interest rate will not exceed the maximumrate permitted by applicable law.

 

**DEFAULT.**  Each of the following shallconstitute an event of default (“Event of Default”) under this Note:

** **

**Payment Default.**  Borrower fails to make any payment whendue under this Note.

 

**Other Defaults.**  Borrower fails to comply with or toperform any other term, obligation, covenant or condition contained in thisNote or in any of the related documents or to comply with or to perform anyterm, obligation, covenant or condition contained in any other agreementbetween Lender and Borrower.

 

**Default in Favor of Third Parties.**  Borroweror any Grantor defaults 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 ability to repay this Note or perform Borrower’s obligationsunder this Note or any of the related documents.

 

**False Statements.**  Any warranty, representation orstatement made or furnished to Lender by Borrower or on Borrower’s behalf underthis Note or the related documents is false or misleading in any materialrespect, either now or at the time made or furnished or becomes false ormisleading at any time thereafter.

 

**Insolvency.**  The dissolution or termination of Borrower’sexistence as a going business, the insolvency of Borrower, the appointment of a**receiverfor any part of Borrower’s property, any assignment for the benefit ofcreditors, any type of creditor workout, or the commencement of any proceedingunder any bankruptcy or insolvency laws by or against Borrower.

 

**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 or byany governmental agency against any collateral securing the loan.  This includes a garnishment of any ofBorrower’s accounts, including deposit accounts, with Lender.  However, this Event of Default shall not applyif there is a good faith dispute by Borrower as to the validity orreasonableness of the claim which is the basis of the creditor or forfeitureproceeding and if Borrower gives Lender written notice of the creditor orforfeiture proceeding and deposits with Lender monies or a surety bond for thecreditor or forfeiture proceeding, in an amount determined by Lender, in itssole discretion, as being an adequate reserve or bond for the dispute.

 

**Events Affecting Guarantor.** Any of the preceding eventsoccurs with respect to any Guarantor of any of indebtedness or any Guarantordies or becomes incompetent, or revokes or disputes the validity of, orliability under, any guaranty of the indebtedness evidenced by this Note.

 

**Change in Ownership.**  Any change in ownership oftwenty-five percent (25%) or more of the common stock of Borrower.

 

**Adverse Change.**  A material adverse change occurs inBorrower’s financial condition, or Lender believes the prospect of payment orperformance of this Note is impaired.

** **

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

 

**LENDER’SRIGHTS. **Upon default, Lender may declare the entireunpaid principal balance on this Note and all accrued unpaid interestimmediately due, and then Borrower will pay that amount.

 

**ATTORNEYS’ FEES; EXPENSES.  **Lender may hire or pay someone else to help collect this Note ifBorrower does not pay.  Borrower will payLender

 

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that amount.  This includes, subject to any limits underapplicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whetheror not there is a lawsuit, including attorneys’ fees, expenses for bankruptcyproceedings (including efforts to modify or vacate any automatic stay or injunction),and appeals.  If not prohibited byapplicable law, Borrower also will pay any court costs, in addition to allother sums provided by law.

 

**JURYWAIVER. ****Lender and Borrower hereby waivethe right to any jury trial in any action, proceeding, or counterclaim broughtby either Lender or Borrower against the other.**

** **

**GOVERNINGLAW.  ****This Note will be governed byfederal law applicable to Lender and, to the extent not preempted by federallaw, the laws of the State of Illinois without regard to its conflicts of lawprovisions.  This Note has been acceptedby Lender in the State of Illinois.**

 

**CHOICE OFVENUE.  **If there is a lawsuit, Borrower agrees uponLender’s request to submit to the jurisdiction of the courts of DU PAGE County,State of Illinois.

 

**CONFESSIONOF JUDGMENT.  **Borrower hereby irrevocably authorizes andempowers any attorney-at-law to appear in any court of record and to confessjudgment against Borrower for the unpaid amount of this Note as evidenced by anaffidavit signed by an officer of Lender setting forth the amount then due,attorneys’ fees plus costs of suit, and to release all errors, and waive allrights of appeal.  If a copy of thisNote, verified by an affidavit, shall have been filed in the proceeding, itwill not be necessary to file the original as a warrant of attorney.  Borrower waives the right to any stay ofexecution and the benefit of all exemption laws now or hereafter in effect.  No single exercise of the foregoing warrantand power to confess judgment will be deemed to exhaust the power, whether ornot any such exercise shall be held by any court to be invalid, voidable, orvoid; but the power will continue undiminished and may be exercised from timeto time as Lender may elect until all amounts owing on this Note have been paidin full.  Borrower hereby waives andreleases any and all claims or causes of action which Borrower might haveagainst any attorney acting under the terms of authority which Borrower hasgranted herein arising out of or connected with the confession of judgementhereunder.

** **

**RIGHT OFSETOFF.  **To the extent permitted by applicable law, Lenderreserves a right of setoff in all Borrower’s accounts with Lender (whetherchecking, savings, or some other account).  This includes all accounts Borrower holdsjointly with someone else and all accounts Borrower may open in the future.  However, this does not include any IRA orKeogh accounts, or any trust accounts for which setoff would be prohibited bylaw.  Borrower authorizes Lender, to theextent permitted by applicable law, to charge or setoff all sums owing on the indebtednessagainst any and all such accounts, and, at Lender’s option, to administrativelyfreeze all such accounts to allow Lender to protect Lender’s charge and setoffrights provided in this paragraph.

** **

**COLLATERAL. **Borrower acknowledges this Note is secured bya Commercial Security Agreement from Borrower to Lender dated December 21,2004 pledging all corporate assets; a Junior Mortgage dated December 21,2004 on the property commonly known as 1440 Davey Road, Woodridge, IL and heldin the name of BioStart Property Group, LLC; a Commercial Pledge Agreementdated December 21, 2004 pledging all Advanced Life Sciences Holdings, Inc. Common Stock held by Flavin Ventures,LLC; a Sub-License of the Licensing Agreement between Abbott Laboratories andAdvanced Life Sciences Holdings, Inc.; a Commercial Pledge Agreement fromALS Ventures, LLC to Lender dated May 31, 2005 pledging 1,800,000 sharesof common stock in Advanced Life Sciences Holdings, Inc..

** **

**LINE OFCREDIT.  **This Note evidences a straight line of credit. Once the total amount of principal hasbeen advanced, Borrower is not entitled to further loan advances.  Advances under this Note may be requestedorally by Borrower or as provided in this paragraph.  All oral requests shall be confirmed inwriting on the day of the request.  Allcommunications, Instructions, or directions by telephone or otherwise to Lenderare to be directed to Lender’s office shown above.  The following persons currently are authorizedto request advances and authorize payments under the line of credit untilLender receives from Borrower, at Lender’s address shown above, written noticeof revocation of their authority: **John L. Flavin; andMichael T. Flavin.** Borrower agrees to be liable for all sums either:(A) advanced in accordance with the instructions of an authorized personor (B) credited to any of Borrower’s accounts with Lender.  The unpaid principal balance owing on thisNote at any time may be evidenced by endorsements on this Note or by Lender’sinternal records, including daily computer print-outs.  Lender will have no obligation to advancefunds under this Note if: (A) Borrower or any guarantor is in defaultunder the terms of this Note or any agreement that Borrower or any guarantorhas with Lender, including any agreement made in connection with the signing ofthis Note; (B) Borrower or any guarantor ceases doing business or is insolvent;(C) any guarantor seeks, claims or otherwise attempts to limit, modify orrevoke such guarantor’s guarantee of this Note or any other loan with Lender;(D) Borrower has applied funds provided pursuant to this Note for purposesother than those authorized by Lender; or (E) Lender in good faithbelieves itself insecure.

** **

**LOAN FEES,CHARGES AND EXPENSES.  **Borrower will pay Lender a $15,000.00 loanOrigination Fee due at loan funding

** **

**DEPOSITREQUIREMENT.  **Borrower will deposit 50% of the proceeds ofthe Public Offering of Advance Life Sciences Holdings, Inc. with The LeadersBank.

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**CROSS-COLLATERALIZAT1ON. **This loan is Cross-Collateralized andCross-Defaulted with all existing loans to this and/or other related entities.

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**SUCCESSORINTERESTS.  **The terms of this Note shall be binding uponBorrower, and upon Borrower’s heirs, personal representatives, successors andassigns, and shall inure to the benefit of Lender and its successors andassigns.

** **

**NOTIFY USOF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.  **Please notify us if we report any inaccurate information about youraccount(s) to a consumer reporting agency.  Your written notice describing the specificinaccuracy(ies) should be sent to us at the following address: The Leaders BankP.O. Box 3516 Oak Brook, IL 60522-3516.

** **

**GENERALPROVISIONS.  **This Note is payable on demand.  The inclusion of specific default provisionsor rights of Lender shall not preclude Lender’s right to declare payment ofthis Note on its demand.  Lender maydelay or forgo enforcing any of its rights or remedies under this Note withoutlosing them.  Borrower and any otherperson who signs, guarantees or endorses this Note, to the extent allowed bylaw, waive presentment, demand for payment, and notice of dishonor.  Upon any change in**the terms ofthis Note, and unless otherwise expressly stated in writing, no party who signsthis Note, whether as maker, guarantor, accommodation maker or endorser, shallbe released from liability.  All suchparties agree that Lender may renew or extend (repeatedly and for any length oftime) this loan or release any party or guarantor or collateral; or impair,fail to realize upon or perfect Lender’s security interest in the collateral;and take any other action deemed necessary by Lender without the consent of ornotice to anyone.  All such parties alsoagree that Lender may modify this loan without the consent of or notice toanyone other than the party with whom the modification is made.  The obligations under this Note are joint andseveral.

 

**ILLINOISINSURANCE NOTICE.  ****Unless Borrower provides Lenderwith evidence of the insurance coverage required by Borrower’s agreement withLender, Lender may purchase insurance at Borrower’s expense to protect Lender’sinterests in the collateral.  This insurancemay, but need not, protect Borrower’s interests.  The coverage that Lender purchases may not payany claim that Borrower makes or any claim that is made against Borrower inconnection with the collateral.  Borrowermay later cancel any insurance purchased by Lender, but only after providingLender with evidence that Borrower has obtained insurance as required by theiragreement.  If Lender purchases insurancefor the collateral, Borrower will be responsible for the costs of that insurance,including interest and any other charges Lender may impose in connection withthe placement of the insurance, until the effective date of the cancellation orexpiration of the insurance.  The costsof the insurance may be added to Borrower’s total outstanding balance orobligation.  The costs of the insurancemay be more than the cost of insurance Borrower may be able to obtain onBorrower’s own.**

 

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PRIOR TO SIGNING THIS NOTE,BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THEVARIABLE INTEREST RATE PROVISIONS.  BORROWERAGREES TO THE TERMS OF THE NOTE.

 

BORROWER ACKNOWLEDGESRECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

 

BORROWER:

 

 
| ADVANCE LIFE SCIENCES,  INC. |
|------------------------------|
|                         |
| By:                          |           /s/  John L. Flavin |   |
|                         | John L. Flavin, President  of Advance Life Sciences, Inc. |   |
|                         | Secretary |   |

 

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