Exhibit 10.30


 


CONDITION PRECEDENT WAIVER


 


November 19, 2008


 


This Condition Precedent Waiver
(this “Waiver”) is being entered into between YA GLOBAL INVESTMENTS, L.P., a Cayman Islands exempt limited
partnership (the “Investor”), and ADVANCED
LIFE SCIENCES HOLDINGS, INC., a corporation organized and existing
under the laws of the State of Delaware (the “Company”) in connection
with the Standby Equity Distribution Agreement entered into by the parties on September 29,
2008 (the “Agreement”). All defined terms used in this Waiver not
otherwise defined herein shall have the same meaning as set forth in the
Agreement.


 


WHEREAS, the last
sentence of Section 7.02(f) of the Agreement states that the right of
the Company to deliver an Advance Notice is subject, in part, to the Company
having not received any notice threatening the continued listing of the Common
Stock on the Principal Market (the “Condition Precedent”).


 


WHEREAS, the Nasdaq
Listings Qualifications Department (the “Listing Department”) notified
the Company on November 5, 2008 (the “Non-Compliance Notice”) that
it is not in compliance with the requirements for continued listing on the
Nasdaq Capital Market according to Marketplace Rule 4310(c)(3)(B),
4310(c)(3)(A) or 4310(c)(3)(C).


 


WHEREAS, as a result of
the Non-Compliance Notice the Company is unable to satisfy the Condition
Precedent.


 


WHEREAS, the Company
desires and the Investor wishes to waive the Condition Precedent only with
respect to the Non-Compliance Notice.


 


NOW THEREFORE, in
consideration of the foregoing and the promises and covenants contained herein
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:


 


1.               Waiver.  Investor hereby waives the Condition
Precedent only with respect to the Non-Compliance Notice.  For the avoidance of doubt, the Investor is
not waiving, and has no intention of waiving, the Condition Precedent with
respect to any future or additional notice the Company might receive
threatening the continued listing of the Common Stock on the Principal Market
and/or any other provisions of the Agreement.


 


2.               Company
Covenants.  The Company will keep the
Investor apprised of its discussions with the Listing Department regarding the
information contained in the Non-Compliance Notice and will immediately notify
the Investor if it, in good faith, believes that the trading of the Common
Stock on a Principal Market will not continue uninterrupted for the foreseeable
future.


 

















 


3.               Termination of
Waiver. This Waiver will terminate immediately upon receipt by the Company of
notice from the Listing Department (whether in writing, oral or otherwise) that
the trading of the Common Stock on such Principal Market has been or will be suspended.
The Investor may terminate this Waiver if the Company informs the Investor that
the Company, in good faith, believes that the trading of the Common Stock on a
Principal Market will not continue uninterrupted for the foreseeable future.


 


4.               Effect of this
Waiver.  Other than the Waiver, no
changes, modification or waivers to the Agreement are intended or implied and
in all other respects the Agreement is hereby ratified, restated and confirmed
by all parties hereto as of the date hereof.


 


IN WITNESS WHEREOF, the
parties have executed this Waiver as of the date first above written.


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ADVANCED LIFE SCIENCES HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Flavin

  
	
   

  	
   

  	
  Name: Michael T. Flavin, Ph.D.

  
	
   

  	
   

  	
  Title:   Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INVESTOR:

  
	
   

  	
   

  
	
   

  	
  YA GLOBAL INVESTMENTS, L.P.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Yorkville Advisors, LLC

  
	
   

  	
  Its: 

  	
  Investment Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Gonzalez

  
	
   

  	
   

  	
  Name: David Gonzalez

  
	
   

  	
   

  	
  Title: Member and
  General Counsel