Exhibit 10.7


 


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


THIS INTELLECTUAL
PROPERTY SECURITY AGREEMENT (this “Agreement”), is made and entered into
as of October 23, 2008, by ADVANCED
LIFE SCIENCES, INC., an Illinois corporation (the “Grantor”), in
favor of THE LEADERS BANK (in such capacity, the “Lender”).


 


RECITALS


 


A.            The Grantor has entered into that certain Amended and
Restated Business Loan Agreement dated as of the date hereof (as amended,
restated, supplemented or otherwise modified from time to time, the “Loan
Agreement”) with Lender, pursuant to which Lender has agreed to make loans
to Grantor and/or its affiliates and pursuant to which certain obligations owed
to the Lender are secured.


 


B.            Pursuant to the terms of the Loan Agreement and that
certain Amended and Restated Commercial Security Agreement, dated as of even
date herewith, by and between the Grantor and the Lender (the “Security
Agreement”), Grantor has granted to the Lender a security interest in
substantially all the assets of the Grantor, which includes all right, title
and interest of the Grantor in, to and under all now owned and hereafter
acquired patents, patent applications, patent licenses and all products and
proceeds thereof, to secure the payment of all amounts owing by the Grantor
under the Loan Agreement.


 


C.            Pursuant to the terms of the Security Agreement, the
Grantor is required to execute and deliver this Agreement to the Lender.


 


In consideration of the
mutual agreements set forth herein and in the Loan Agreement, the Grantor does
hereby grant to the Lenders a continuing security interest in all of Grantor’s
right, title and interest in, to and under the following, whether presently
existing or hereafter created or acquired:


 


(1)           each patent and patent application,
including, without limitation, each patent and patent application referred to
in Schedule 1 attached hereto and incorporated herein, together with any
reissues, continuations or extensions thereof and all goodwill associated
therewith;


 


(2)           each patent license, including, without
limitation, each patent license listed on Schedule 1, together with all
goodwill associated therewith;


 


(3)           all products and proceeds of the foregoing,
including, without limitation, any claim by the Grantor against third parties
for past, present or future infringement of any patent, including, without
limitation, any patent referred to in Schedule 1, any patent issued
pursuant to a patent application referred to in Schedule 1 and any
patent licensed under any patent license listed on Schedule 1, (items 1
through 3 being herein collectively referred to as the “Patent Collateral”).


 


This security interest is granted in conjunction with
the security interests granted to the Lender pursuant to the Loan Agreement and
the Security Agreement, and is subject to limitations set 


 

















 


forth therein. 
The Grantor hereby acknowledges and affirms that the rights and remedies
of the Lender with respect to the security interest in the Patent Collateral
made and granted hereby are more fully set forth in the Loan Agreement, the
terms and provisions of which are incorporated by reference herein as if fully
set forth herein, and Grantor represents, warrants and agrees that it is the
exclusive owner of the Patent Collateral free of all encumbrances, security interests,
liens and interests of third parties whatsoever (except Lender’s security
interest and Authorized Security Interests). 
Grantor authorizes Lender to file Uniform Commercial Code financing
statements, any amendments thereto, and/or a copy of this Agreement to perfect
Lender’s security interest with any and all applicable governmental
authorities.  Capitalized terms used but
not defined herein have the respective meanings ascribed thereto in the Loan
Agreement.


 


[Signature
Page Follows]


 


2

















 


The Grantor has caused
this Patent Security Agreement to be duly executed by its duly authorized
officer thereunto as of the date first set forth above.


 


 


	
   

  	
  GRANTOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADVANCED LIFE SCIENCES,
  INC.,

  
	
   

  	
  an Illinois corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John L. Flavin

  
	
   

  	
   

  	
  John L. Flavin,
  President

  



 


Acknowledged
and agreed:


 


LENDER:


 


THE LEADERS BANK


 


	
  By:

  	
  /s/
  John Prosia

  	
   

  
	
   

  	
  John
  Prosia, Executive Vice President

  	
   

  



 


 


[Signature Page to
Intellectual Property Security Agreement]


 

















 


	
  STATE OF ILLINOIS

  	
  )

  
	
   

  	
  ) ss

  
	
  COUNTY OF DUPAGE   )

  	
   

  



 


On this 23rd day of
October, 2008, before me personally appeared the person whose signature is set
forth above, to me known, who, being duly sworn, did depose and say that he is
the above-indicated officer of the Grantor, and which executed the above
instrument; and that he signed his name thereto by authority of the board of
directors or similar governing of said entity.


 


 


	
   

  	
  /s/ Irene M. Driscoll

  
	
   

  	
  Notary Public

  



 


 


[Signature Page to
Intellectual Property Security Agreement]


 

















 


SCHEDULE 1


 


Patents,
Patent Applications and Patent Licenses


 


	
  Patent Number

  	
   

  	
  Patent Application

  Number

  	
   

  	
  Date Patent Issued

  	
   

  	
  Date of Patent

  Application

  
	
  6,677,350

  	
   

  	
  09/667,131

  	
   

  	
  January 13, 2004

  	
   

  	
  September 21, 2000

  
	
  6,670,383

  	
   

  	
  10/099,726

  	
   

  	
  December 30, 2003

  	
   

  	
  March 15, 2002

  
	
  6,605,596

  	
   

  	
  10/057,260

  	
   

  	
  August 12, 2003

  	
   

  	
  October 29, 2001

  
	
  6,399,654

  	
   

  	
  09/060,839

  	
   

  	
  June 4, 2002

  	
   

  	
  April 15, 1998

  
	
  6,225,481

  	
   

  	
  09/137,767

  	
   

  	
  May 1, 2001

  	
   

  	
  August 21, 1998

  
	
  6,175,816

  	
   

  	
  09/443,987

  	
   

  	
  January 16, 2001

  	
   

  	
  November 19, 1999

  
	
  6,044,212

  	
   

  	
  08/862,840

  	
   

  	
  March 28, 2000

  	
   

  	
  May 23, 1997

  
	
  n/a

  	
   

  	
  11/728,284

  	
   

  	
  n/a

  	
   

  	
  March 23, 2007

  
	
  n/a

  	
   

  	
  10/765,582

  	
   

  	
  n/a

  	
   

  	
  January 12, 2004

  
	
  n/a

  	
   

  	
  10/610,290

  	
   

  	
  n/a

  	
   

  	
  June 30, 2003