Exhibit 10.2


 


AMENDED & RESTATED


PROMISSORY NOTE


 


THIS
AMENDED AND RESTATED PROMISSORY NOTE (this “Amended Note”) made effective as of the
21st day of December 2007 (the “Effective Date”), by and between
Advanced Life Sciences, Inc., an Illinois corporation (the “Maker”),
and Michael T. Flavin, Ph.D. (the “Payee”).


 


WHEREAS, in September 2001, the Maker
incurred indebtedness under a $2.0 million promissory note with the Payee,
which bears interest at 7.75% and was to mature on September 1, 2006 (the “Original
Note”); and


 


WHEREAS, in July 2005, the Payee agreed to
restructure the Original Note so that all principal and interest due under the
Original Note would mature on December 31, 2007;


 


WHEREAS, in May 2006, the Maker authorized
the payment of accumulated interest on the loan with the Payee and provided for
monthly payments of accumulated interest until the loan matures.


 


WHEREAS, as of the Effective Date, the Maker had
$2.0 million outstanding under the Original Note (the “Debt”).


 


WHEREAS, the Maker and the Payee desire to enter
into this Amended Note to extend the date of upon which the Debt shall mature.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained
herein, the Maker and the Payee agree as follows:


 


FOR VALUE
RECEIVED, the
Maker hereby unconditionally promises to pay to the order of the Payee, at
Woodridge, Illinois, or at such other place as the holder of this Amended Note
may from time to time designate in writing, in lawful money of the United
States of America, the principal sum of $2,000,000. The principal indebtedness
evidenced hereby shall be payable in one lump sum payment on January 5,
2009, plus any interest then accrued (provided below) but previously unpaid
thereon.


 


Maker further promises to
pay interest at the place provided above on the unpaid principal balance,
provided that the unpaid principal balance shall bear interest at a rate of
7.75% per annum, compounded annually, and such interest shall be due and
payable in advance of or upon maturity. 
Interest shall be calculated on the basis of a 360-day year for the
actual number of days elapsed.  Payments
received by Payee from Maker on this Amended Note shall be applied first to the
payment of interest which is due and payable and only thereafter to the
outstanding principal balance hereof.


 


At the option of the
Maker, this Amended Note may be prepaid in full or in part, at any time or from
time to time, without penalty or premium of any kind.


 


This Amended Note has
been delivered and shall be deemed to have been made at Woodridge, Illinois and
shall be interpreted and the rights and liabilities of the parties hereto
determined in accordance with the internal laws and decisions of the State of
Illinois, without giving affect to the conflict of laws principals thereof.  Whenever possible, each provision of this
Amended Note shall be interpreted in such a manner as to be effective and valid
under applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or by the remaining provisions of this Amended Note.


 


	
  MAKER

  	
   

  	
   

  	
  PAYEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  Suseelan Pookote

  	
   

  	
  By:

  	
  Michael T. Flavin

  	
  .

  
	
  Name:

  	
  Suseelan Pookote, Ph.D.

  	
   

  	
  Name:

  	
  Michael T. Flavin,
  Ph.D.

  	
   

  
	
  Its:

  	
  Executive Vice
  President of Corporate Development