Exhibit 10.1


Amended
and Restated


Employment Agreement


THIS
EMPLOYMENT AGREEMENT (this “Agreement”)
made effective as of the 7th day of November 2006 (the “Effective Date”), by
and between Advanced Life Sciences, Inc., an Illinois corporation (the “Company”),
and Michael T. Flavin, Ph.D. (the “Executive”).


WHEREAS, the Company and the
Executive previously entered into an employment contract (the “Existing
Employment Contract”); and


WHEREAS, the Company and the
Executive desire to enter into this Amended and Restated Agreement, effective
as of the Effective Date, to amend and restate the Existing Employment
Contract; and


WHEREAS, the Company desires to employ the Executive
in accordance with the terms and conditions hereinafter set forth and the
Executive desires to be so employed; and


WHEREAS,
the Company has agreed with the Executive that this Agreement shall set forth
the terms and conditions of the Executive’s employment with the Company;


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


1.             Term.  The employment of the Executive by the
Company pursuant to this Agreement shall begin as of the Effective Date and
shall expire on the third anniversary of the Effective Date (the “Term”), unless
extended, as set forth below, or otherwise terminated pursuant to the
provisions of this Agreement; provided, however, that commencing
on the third anniversary of the Effective Date and on each anniversary
thereafter, the Term of this Agreement shall automatically be extended for one
additional year unless, not later than 90 days prior to such anniversary, the
Executive or the Company shall have given notice in writing that he or it does
not wish to extend this Agreement.


2.             Position
and Duties.  The Executive shall
serve as the Chief Executive Officer of the
Company, and shall have such responsibilities, duties and authority as are
assigned by the Board of Directors of the Company and are customarily
associated with such position, including but not limited to, those he may have
as of the Effective Date.  The Executive
shall devote such time to the performance of his duties as is necessary to
satisfactorily perform his responsibilities and duties.


3.             Place
of Performance.  In connection with
the Executive’s employment by the Company, the Executive shall be based at the
principal executive offices of the Company currently in Woodridge, Illinois,
except for required travel on the Company’s business.


4.             Compensation
and Related Matters.  During the Term
of the Executive’s employment, as compensation and consideration for the
performance by the Executive of the Executive’s duties, responsibilities and
covenants pursuant to this Agreement, the Company shall pay the Executive and
the Executive agrees to accept in full payment for such performance the amounts
and benefits set forth below.


(a)           Salary.  The Company shall pay to the Executive an
annual base salary of $260,000 (“Base
Salary”), payable in substantially equal installments no less frequently than
monthly in accordance with the Company’s applicable payroll practices.  The amount of Base Salary shall be reviewed
annually by the Compensation Committee of the Board of Directors to determine
whether to increase the Base Salary on a prospective basis and may be increased
by the Compensation Committee.  Any such
salary adjustment shall then be considered Base Salary for 









 



the purposes of this Agreement. The Executive’s Base
Salary shall not be reduced after any increase, without the Executive’s
consent.


(b)           Bonus.  The Executive shall be eligible to
participate throughout the Term in the Company’s annual bonus plan or any
similar or successor bonus plan (“Bonus Plan”) in accordance with the
Company’s compensation practices and the terms and provisions of the Bonus
Plan.  The Executive may be eligible to
receive an annual performance bonus equal to thirty five
percent (35%) of Base
Salary or such greater amount as the Compensation Committee of the Board of
Directors may determine.   The amount of
Bonus shall be reviewed annually and may be increased by the Compensation
Committee of the Board of Directors.


(c)           Stock Incentive Plan.  As of the Effective Date, the Executive shall
be shall be eligible to receive additional awards of the Company’s common stock
under the Company’s Stock Incentive Plan or under any other equity plan of the
Company as determined by the Compensation Committee of the Board of Directors
of the Company in its discretion.


(d)           Other
Benefits and Perquisites.  During the
Term of the Executive’s employment hereunder:


(i)            Benefit Plans.  The Executive shall be entitled to
participate in or receive benefits under any employee pension or welfare
benefit plan or arrangement made available by the Company at any time during
his employment hereunder to its employees (collectively the “Benefit Plans”),
including without limitation each qualified retirement plan, life insurance and
accident plan, medical, dental insurance plans, and disability plan, subject to
and on a basis consistent with the terms, conditions and overall administration
of such plans and arrangements, as they may be amended from time to time.


(ii)           Vacation.  The Executive shall be entitled to not less
than 25 days of paid vacation in each
calendar year, in accordance with the Company’s vacation policy.


(iii)          Expense
Reimbursement.  The Executive shall
be entitled to receive reimbursement for all reasonable business, travel or
other out-of-pocket expenses incurred by the Executive in fulfilling the
Executive’s duties and responsibilities hereunder, provided that such expenses
are incurred and accounted for in accordance with the policies and procedures
established by the Company.


5.             Termination.


(a)           The Executive’s employment hereunder
may be terminated under the following circumstances:


(i)            The
death of the Executive;


(ii)           By
the Company for “Cause”, which shall mean any of the following, as determined
by the Board in its discretion:  (A)
conviction of or plea of guilty or nolo
contendere to any criminal violation involving dishonesty or fraud;
(B) engagement in conduct that is injurious to the Company; (C) engagement in
any act of dishonesty or misconduct that results in damage to the Company or
its business or reputation or that the Board determines to adversely affect the
value, reliability or performance of the Executive to the Company; (D) refusal
or failure to substantially comply with the Company’s human resources rules,
policies, directions and/or restrictions relating to harassment and/or
discrimination, or with compliance or risk management rules, policies,
directions and/or restrictions; (E) unauthorized use or disclosure of
Confidential 



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Information (as defined below) or other trade
secrets of the Company; (F) loss of any license or registration that is
necessary for the Executive to perform his duties to the Company, or commission
of any act that could result in the legal disqualification of the Executive
from being employed by the Company or any of its affiliates; (G) failure to
cooperate with the Company or any of its affiliates in any internal
investigation or administrative, regulatory or judicial proceeding; or (H)
continuous failure by the Executive to perform his duties to the Company (which
may include any sustained and unexcused absence of the Executive from the
performance of such duties, which absence has not been certified in writing as
due to physical or mental illness or disability), after a written demand for
performance has been delivered to the Executive identifying the manner in which
the Executive has failed to substantially perform such duties.  The application of any part of the definition
of Cause set forth in clauses (A) through (H) above to the Executive shall not
preclude or prevent the reliance by the Company or the Board on any other part
of the definition that also may be applicable. 
In addition, the Executive’s employment shall be deemed to have
terminated for Cause if, after the Executive’s employment has terminated, facts
and circumstances are discovered that would have justified a termination for
Cause.


(iii)          By
mutual agreement between the Company and the Executive; or


(iv)          By
the Executive or the Company for any reason other than as stated in Sections
5(a)(i) through 5(a)(iii) above, upon providing a Notice of Termination (as
defined in Section 5(b)).


(b)           Notice
of Termination.  Any termination of
the Executive’s employment by the Company or by the Executive (other than a
termination pursuant to Section 5(a)(i) above) shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section
10.  For purposes of this Agreement, a “Notice
of Termination” shall mean a notice that shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under the provision so indicated.


(c)           “Date
of Termination” shall mean (i) if the Executive’s employment is terminated
pursuant to Section 5(a)(i) above, the date of his death; (ii) if the Executive’s
employment is terminated pursuant to Section 5(a)(ii) or 5(a)(iv) above, the
date such Notice of Termination is given (or such later date as provided
therein); (iii) if the Executive’s employment is terminated pursuant to Section
5(a)(iii) above, the date mutually agreed to by the parties; (iv) the date the
Term of this Agreement expires, if either the Company or the Executive provides
notice in accordance with Section 1; or (v) if the Executive terminates his
employment and fails to provide written notice to the Company of such
termination, the date of such termination.


6.             Compensation
Upon Termination.


(a)           The
following payments shall be made upon the Executive’s termination of employment
for any reason:  (i) earned but unpaid
Base Salary through the Executive’s Date of Termination; (ii) any accrued but
unpaid vacation; (iii) unreimbursed business expenses owed pursuant to Section
4(d)(iii); Any outstanding notes payable to you along with the interest
due;  and (iv) any amounts payable under
any of the Company’s Bonus Plan and Benefit Plans in accordance with the terms
of those plans.  All amounts under
clauses (i) through (iv) shall be paid in a lump sum on the Executive’s Date of
Termination or as soon as administratively practicable thereafter.



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 (b)          In the event that the Executive’s
employment is terminated pursuant to Sections 5(a)(i) or 5(a)(ii), or by the
Executive for any reason pursuant
to Section 5(a)(iv), above, the Company shall have no further obligation to the
Executive under this Agreement, other than the payments in Section 6(a).


(c)           If
the Executive’s employment is terminated by the parties pursuant to Section
5(a)(iii) above, the Executive shall be entitled to receive the compensation
the parties specify in any written agreement that the Company and the Executive
execute regarding the Executive’s termination.


(d)           In
addition to the payments made under Section 6(a), if the Executive’s employment
is terminated by the Company without Cause pursuant to Section 5(a)(iv) above,
the Company shall, for a period of twenty four (24) months
following the Date of Termination (the “Severance Period”) or such greater
amount as the Compensation Committee of the Board of Directors may determine,
(i) provide to Executive salary continuation, at Executive’s Base Salary rate
then in effect, and any amounts that may come due under the Company’s Bonus
Plan and (ii) continue the Executive’s coverage under the Benefit Plans in
which the Executive participated immediately prior to the Date of Termination,
provided, however, that if the Company cannot continue such coverage, the
Company shall provide or arrange to provide, at its expense, similar coverage
to the Executive.  The Severance Period
may be increased by the Compensation Committee of the Board Directors.  Any such increase shall then be considered
the Severance Period for the purposes of this Agreement.  Notwithstanding the forgoing, vacation days
shall not accrue during the Severance Period.


(e)           The
Executive shall not be required to mitigate the amount of any payment provided
for in this Section 6 by seeking other employment or otherwise, nor shall the
amount of any payment or benefit provided for in this Section 6 be reduced by
any compensation earned by the Executive as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owed by the Executive to the Company, or otherwise.


(f)            The
obligations of the Company to make payments and provide benefits under this
Section 6 shall survive the termination of this Agreement.


(g)           If
the Executive’s employment is terminated by the parties pursuant to Section
5(a)(iii) or Section 5(a)(iv) above, the Executive shall remain a Director of
Advanced Life Sciences Holdings, Inc. (“ADLS”) for as long as the Executive is
a beneficial owner of any class of stock in ADLS.


7.             Change
in Control.  Upon a Change in Control,
all outstanding stock options and other equity awards under the Company’s Stock
Incentive Plan or other similar or successor plan held by the Executive will
immediately become fully vested and exercisable.


(a)           Payments
and Benefits Upon Employment Termination Upon a Change in Control.  The Executive hereby agrees to waive any
rights associated with the Change in Control Section of the Existing Employment
Contract arising prior to the date hereof; the rights contained herein shall
control. If the Executive’s employment is terminated other than for Cause
within 24 months after a Change in Control (as defined below), the Company
shall provide the following payments and benefits to the Executive, in lieu of
those payments and benefits provided under Sections 6(d), but in addition to
the amounts payable under Section 6(a):


(i)            The
Company shall pay the Executive a lump sum cash amount equal to two (2) times
the sum of (A) the Executive’s Base Salary as in effect on the date of the
Executive’s termination of employment and (B) the Executive’s target bonus
amount for 



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the fiscal year in which the Executive’s employment is terminated OR an
amount equal to the annual bonus paid to the Executive during the fiscal year
immediately preceding the Executive’s termination of employment.


(ii)           The
Company shall continue the Executive’s coverage under the Benefit Plans in
which the Executive participated immediately prior to the Executive’s
termination of employment for a period of 24 months, provided, however, that if
the Company cannot continue such coverage, the Company shall provide or arrange
to provide, at its expense, similar coverage to the Executive.


(b)           Timing
of Payment.  All payments under Section
7(a) shall be made in a lump sum cash payment as soon as practicable, but in no
event more than 10 days after the Executive’s termination of employment.


(c)           Definitions.  For purposes of this Agreement, the following
terms shall have the following definitions:


(i)            “Change in Control” means the
occurrence of any one or more of the following:


(A)          Any “person” (as such term is defined
in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act),
including a “group” (as defined in Section 13(d)(3) of the Exchange Act), other
than (I) the Company, (II) any wholly-owned subsidiary of the Company, (III)
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any of its affiliates, or (IV) a “Permitted Holder” (as defined
below), becomes a “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company having
fifty percent (50%) or more of the combined voting power of the
then-outstanding securities of the Company that may be cast for the election of
directors of the Company (other than as a result of an issuance of securities
initiated by the Company in the ordinary course of business) (the “Company
Voting Securities”); provided, however, that the event described in this
Section 7(c)(i) shall not be deemed to be a Change in Control by virtue of any
underwriter temporarily holding securities pursuant to an offering of such
securities;


(B)           During any period of two consecutive
years, individuals who at the beginning of any such period constitute the Board
(the “Incumbent Directors”) cease for any reason to constitute at least a
majority of the Board, unless the election, or the nomination for election by
the stockholders of the Company, of each new director of the Company during
such period was approved by a vote of at least two-thirds of the Incumbent
Directors then still in office;


(C)           As the result of, or in connection
with, any cash tender or exchange offer, merger or other business combination,
sale of all or substantially all of the Company’s assets or contested election,
or any combination of the foregoing transactions, less than a majority of the
combined voting power of the then-outstanding securities of the Company or any
successor corporation or entity entitled to vote generally in the election of
the directors of the Company or such other corporation or entity after such
transaction is held in the aggregate by 



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the holders of the
securities of the Company entitled to vote generally in the election of
directors of the Company immediately prior to such transaction; or


(D)          The stockholders of the Company
approve a plan of complete liquidation or dissolution of the Company.


Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any person acquires beneficial ownership of more than fifty percent (50%) of
the Company Voting Securities as a result of the acquisition of Company Voting
Securities by the Company which reduces the number of Company Voting Securities
outstanding; provided, however, that if after such acquisition by the Company
such person becomes the beneficial owner of additional Company Voting Securities
that increases the percentage of outstanding Company Voting Securities
beneficially owned by such person, a Change in Control transaction shall then
occur.


Further
notwithstanding the foregoing, unless a majority of the Incumbent Directors
determines otherwise, no Change in Control shall be deemed to have occurred
with respect to the Executive if the Change in Control results from actions or
events in which the Executive is a participant in a capacity other than solely
as an officer, employee or director of the Company or any of its affiliates.


(ii)           “Permitted Holders” means (A) Michael
T. Flavin (the “Principal”), (B) the spouse or any immediate family member of
the Principal and any child or spouse of any spouse or immediate family member
of the Principal, (C) a trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or persons beneficially holding,
directly or indirectly, a controlling interest of which consists of the
Principal and/or such other persons referred to in the immediately preceding
clause (B), or (D) the trustees of any trust referred to in clause (D).


(d)           Treatment
of Parachute Payments.


(i)            Notwithstanding
any other provisions of this Agreement, and except as set forth below, in the
event that any payment or benefit received or to be received by the Executive
in connection with a Change in Control or the termination of the Executive’s
employment (whether pursuant to the terms of this Agreement or any other plan,
arrangement or agreement with the Company, any person whose actions result in a
Change in Control or any person affiliated with the Company or such person)
(all such payments and benefits, including payments under Section 7(a) above,
being hereinafter called “Total Payments”) is determined to be an “excess
parachute payment” pursuant to Section 280G of the Internal Revenue Code of
1986, as amended (the “Code”), or any successor or substitute provision of the
Code, with the effect that the Executive is liable for the payment of the excise
tax described in Code Section 4999 or any successor or substitute provision of
the Code (the “Excise Tax”), then, after taking into account any reduction in
the Total Payments provided by reason of Code Section 280G in such other plan,
arrangement or agreement, the cash payments provided in Section 7(a)(i) of this
Agreement shall first be reduced, and the noncash payments and benefits shall
thereafter be reduced, to the extent necessary so that no portion of the Total
Payments is subject to the Excise Tax; provided, however, that the Executive
may elect (at any time prior to the payment of any Total Payment under this
Agreement) to have the noncash payments and benefits reduced (or eliminated)
prior to any reduction of the cash payments under this Agreement.



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(b)           All
determinations required to be made under this Section 7(d), and the assumptions
to be utilized in arriving at such determination, shall be made by the
certified public accounting firm used for auditing purposes by the Company
immediately prior to the date of the Executive’s termination of employment or,
if the parties determine that such certified public accounting firm cannot make
such determination because of legal restrictions, the parties shall agree on a
different certified public accounting firm (such certified public accounting
firm is hereinafter referred to as the “Accounting Firm”), which shall provide
detailed supporting calculations both to the Company and the Executive not
later than 5 days prior to the date of the Executive’s termination of
employment.  The Company shall pay all
fees and expenses of the Accounting Firm. 
Any determination by the Accounting Firm shall be binding upon the
Company and the Executive, except as provided in paragraph (c) below.


(c)           As
a result of the uncertainty in the application of Code Sections 280G and 4999
at the time of the initial determination by the Accounting Firm hereunder, it
is possible that the Internal Revenue Service (the “IRS”) or other agency will
claim that an Excise Tax, or a greater Excise Tax, is due.  If the Executive is required to make a
payment of any such Excise Tax, the Company will promptly pay the Executive an
additional amount equal to the amount, or greater amount, of Excise Tax the Executive
is required to pay (plus a gross up payment for any income taxes, interest,
penalties or additional Excise Tax payable by Executive with respect to such
Excise Tax or additional payment), as determined by the Accounting Firm.  The Executive will notify the Company in
writing of any claim by the IRS or other agency that, if successful, would
require payment by the Company of the additional payments under this
paragraph.  The Executive and the Company
shall each reasonably cooperate with the other in connection with any
administrative or judicial proceedings concerning the existence or amount of
liability for Excise Tax with respect to the Total Payments.  The Company shall pay all fees and expenses
of the Executive relating to a claim by the IRS or other agency.


8.             Restrictive Covenants.


(a)           Trade Secrets.  The Executive acknowledges that he has had
and shall have access to confidential information of the Company, whether or
not reduced to writing and whether in paper, electronic, digital, analog or
other format (including, but not limited to, trade secrets, know-how,
Inventions (as defined below), new product and product development information,
research results, marketing and sales programs, customer and supplier
information, financial data, employee records, cost information, pricing information,
sales and marketing strategies, the identity of customers, information received
by the Company under an obligation of confidentiality to customers, and all
information generated by the Company for customers) relating to the past,
present or planned business, customers, clients, contacts, prospects and assets
of the Company that is unique, valuable and has not purposefully been made
generally known to the public by the Company (“Confidential Information”).  Confidential Information shall not include any
information that: (i) is now, or hereafter becomes, through no act or failure
to act on the part of the Executive that constitutes a breach of this Section
8, generally known or available to the public; (ii) is hereafter furnished
without restriction on disclosure to the Executive by a third party, other than
an employee or agent of the Company, who is not under any obligation of
confidentiality to the Company; (iii) is disclosed with the written approval of
the Company; or (iv) is required to be disclosed or provided by law, court
order, or similar compulsion, including pursuant to or in connection with any
legal proceeding involving the parties hereto; provided, however, that such
disclosure shall be limited to the extent so required or compelled; and provided
further, however, that if the Executive is required to disclose such
Confidential Information, the Executive shall give the Company notice of such
disclosure and cooperate in 



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seeking suitable
protections.  The Executive acknowledges
that all Confidential Information, and all documents, files, reports, drawings,
designs, specifications, formulae, samples, data, writings, tools, equipment,
memory devices or any other tangible objects that incorporate, contain, refer
to or embody any Confidential Information (“Items”), acquired by the Executive
in connection with the Executive’s employment with the Company are the property
of the Company.  Other than in the course
of performing services for the Company or otherwise authorized in writing by
the Company, the Executive shall not, at any time, directly or indirectly use,
divulge, furnish or make accessible to any person any Confidential Information,
but instead shall keep all Confidential Information strictly and absolutely
confidential.  The Executive shall
deliver promptly to the Company, at the termination of his employment or at any
other time at the request of the Company, without retaining any copies, all
Items and any other documents or materials in the Executive’s possession
relating, directly or indirectly, to any Confidential Information.


(b)           Non-competition.  Beginning on the Effective Date and for a
period of  twelve (12) months following
Executive’s Date of Termination (the “Restricted Period”), Executive shall not
directly or indirectly, alone or in conjunction with any other party, own any
interest in, operate, control, engage in or participate as a partner, director,
principal, officer, employee, independent contractor or agent of, act as a
consultant to, perform any services for, or assist in any way any company,
person, or entity in the United States that is engaged in “Competing Services”
(as defined herein).  Competing Services
shall mean chemistry and biology research and development relating to, arising
from, connected with, or competitive with or intended to be competitive with,
any product or research project as to which the Executive performed services
for the Company, or about which the Executive received access to Confidential
Information while employed by the Company. 
If the Executive obtains other employment during the twelve-month period
after the Executive’s Date of Termination, the Executive agrees to notify the
Company in writing of the name and address of such employer.  The Executive understands, and the Company
agrees, that the Company shall pay to the Executive a monthly amount equal to
one month of the Executive’s final Base Salary if the Executive is unable to
secure other employment as a direct result of this Section 8(b).  The Executive agrees and acknowledges that
(i) the Company shall be obligated to make such payment only upon a written
request by the Executive containing sufficient information for the Company to
make a determination that this Section 8(b) caused the Executive’s inability to
secure other employment, and (ii) the Company shall be released from the
obligation to make such payment if the Company provides the Executive a written
release from this Section 8(b).  The
Company’s obligation to make payments under this Section 8(b) shall be made
only for the period beginning with the Executive’s inability to secure other
employment as a result of this Section 8(b) and ending no later than the
expiration of the twelve-month period following the Executive’s Date of
Termination.


(c)           Non-Solicitation of Employees. During
the Restricted Period, the Executive shall not, directly or indirectly solicit
or induce, or attempt to solicit or induce, any current employee of the
Company, or any individual who becomes an employee during the Restricted
Period, to leave his or her employment with the Company or join or become
affiliated with any other business or entity, hire any employee of the Company
or in any way interfere with the relationship between any employee and the
Company.


(d)           Non-Solicitation of Customers.  During the Restricted Period, the Executive
shall not, directly or indirectly, solicit or induce, or attempt to solicit or
induce, any customer, supplier, licensee, licensor or other business relation
of the Company to terminate its relationship or contract with the Company, to
cease doing business with the Company, or in any way interfere with the
relationship between any such customer, supplier, licensee or business relation
and the Company (including making any negative statements or communications
concerning the Company or their employees).



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(e)           Inventions.  The Executive acknowledges all inventions of
the Company (including, but not limited to, procedures, systems, machines,
methods, processes, uses, apparatuses, compositions of matter, designs, or
configurations of any kind, discovered, conceived, reduced to practice,
developed, made or produced) (“Inventions”) that (i) relate to the present or
planned business of the Company or the work performed by the Company for its
customers, and (ii) are conceived or reduced to practice by the Executive,
either alone or with others, during the Executive’s employment with the Company
or during a period of 120 days after the Executive’s Date of Termination,
whether or not done during the Executive’s regular working hours, are the sole
property of the Company, including, without limitation, all domestic and
foreign patent rights, rights of registration or other protection under the
copyright laws, or other rights pertaining to the Inventions.  For purposes of this Agreement, Inventions
shall include any improvements to an Invention and shall not be limited to the
definition of a patentable invention or copyrightable work of authorship as
contained in the United States patent or copyright laws.  The Executive shall disclose promptly and
fully in writing to the Company each Invention, whether or not reduced to
practice, that the Executive conceives or learns (either alone or jointly with
others) during the Term of Employment. 
The Executive hereby assigns to the Company, or its nominee, all of the
Executive’s right, title and interest, including international priority rights,
in and to all Inventions (other than any Invention that was developed entirely
on the Executive’s own time and for which no equipment, supplies, facilities or
trade secret information of the Company was used, unless such Invention relates
directly to the Company’s business or to the Company’s actual or demonstrably
anticipated research or development), and in and to all United States or
foreign patents, copyrights and other proprietary rights granted thereon or
resulting therefrom, and in and to all applications for United States or
foreign copyrights, patents and other proprietary rights.  The Executive shall execute all papers,
perform all lawful acts or assist the Company in any way the Company deems
necessary or advisable (at the Company’s expense) for the preparation, filing,
prosecution, issuance, procurement, maintenance or enforcement of patents
applications and patents of the United States and foreign countries, and for
obtaining and enforcing copyright protection and registration, of any
Invention.  To that end, the Executive
shall at the Company’s request and without limitation, testify in any suit or
other proceeding involving any of the Inventions, execute all documents that
the Company reasonably determines to be necessary or convenient for use in
applying for and obtaining patent or copyright protection and registration on
any of the Inventions and enforcement of that protection and registration, and execute
all necessary documents and papers required to vest title in and assign to the
Company (or its nominee) patent or copyright protection and registration.  The Executive’s obligation to assist the
Company in obtaining and enforcing patent or copyright protection and
registration for the Inventions shall continue following termination of this
Agreement, but Company shall compensate the Executive following the expiration
or termination of this Agreement at a rate of $10 for the execution of each
document and $150 per day for each day or portion thereof spent at the Company’s
request in rendering assistance, plus reimbursement for the reasonable
out-of-pocket expenses incurred by the Executive for such assistance.  The Executive hereby irrevocably appoints the
Company and its duly authorized officers and agents as his agent and
attorney-in-fact to act for and on behalf of the Executive in filing all patent
applications, applications for copyright protection and registration
amendments, renewals and all other appropriate documents in any way related to
the Inventions.


(f)            Survival.  The provisions set forth in this Section 8
shall survive termination of this Agreement.


(g)           Scope Limitations.  If the scope, period of time or area of
restriction specified in this Section 8 are or would be judged to be
unreasonable in any court proceeding, then the period of time, scope or area of
restriction shall be reduced or limited in the manner and to the extent 



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necessary to make the restriction reasonable, so that the restriction
may be enforced in those areas, during the period of time and in the scope that
are or would be judged to be reasonable.


9.             Binding Agreement; Successors.  This Agreement and all rights of the
Executive hereunder shall inure to the benefit of and be enforceable by the
Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.  If the Executive should die while any amounts
would still be payable to him hereunder if he had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executive’s devisee, legatee, or other designee
or, if there be no such designee, to the Executive’s estate.  This Agreement shall be binding upon, and
inure to the benefit of, any successors or assigns of the Company.  This Agreement is not intended to confer upon
any person other than the parties hereto (and the Executives’ Spouse and
dependents) any rights or remedies, except as specifically provided in this
Section 9.


10.           Notice. 
Notices, demands and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered, if delivered personally, or (unless otherwise specified) when
received, if mailed by United States certified or registered mail, return
receipt requested, postage prepaid, by Federal Express or other reputable
overnight courier service or by facsimile, addressed as follows:


If to the Executive:


Michael T. Flavin,
Ph.D.


8817 Royal Swan
Lane


Darien, IL 
60561


If
to the Company:


Advanced Life Sciences, Inc.


1440 Davey Road


Woodridge, Illinois 60517


Attn: Chief Executive
Officer


or to such other address as
any party may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.


11.           General Provisions. 
No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
the Executive and such officer of the Company as may be specifically designated
by the Company’s Board.  No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party that are not set forth expressly in this Agreement.


12.           Validity. 
The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.  If any provision of this Agreement is found
to be invalid or unenforceable, in whole or in part, then it shall be deemed to
be modified or restricted to the extent and in the manner necessary to render
it valid and enforceable, or shall be deemed excised from this Agreement, as
the case may require, and this Agreement shall be construed and enforced to the
maximum extent permitted by law, as if the provision had been originally
incorporated herein as so modified or restricted, or as if it had not
originally been incorporated herein, as the case may be.



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13.           Counterparts. 
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.


14.           Entire Agreement.  This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto; and any prior
agreement of the parties hereto in respect of the subject matter contained
herein is hereby terminated and canceled. For the avoidance of doubt, the
Company and the Executive hereby agree that this Agreement shall replace and
supercede the Existing Employment Contract and govern the relationship of the
parties.


15.           Irreparable Harm. 
The Executive acknowledges that: (i) the Executive’s compliance with
this Agreement is necessary to preserve and protect the proprietary rights,
Confidential Information and the goodwill of the Company and its subsidiaries
as going concerns; (ii) any failure by the Executive to comply with the
provisions of this Agreement shall result in irreparable and continuing injury
for which there will be no adequate remedy at law; and (iii) in the event that
the Executive should fail to comply with the terms and conditions of this
Agreement, the Company shall be entitled, in addition to such other relief as
may be proper, to all types of equitable relief (including, but not limited to,
the issuance of an injunction and/or temporary restraining order) as may be
necessary to cause the Executive to comply with this Agreement, to restore to
the Company its property, and to make the Company whole.


16.           Consent to Jurisdiction and Forum; Legal Fees and Costs.  The Company and the Executive hereby
expressly and irrevocably agree that any action, whether at law or in equity,
arising out of or based upon this Agreement or the Executive’s employment by
the Company shall only be brought in a federal or state court located in Cook
County, Illinois.  The Executive hereby
irrevocably consents to personal jurisdiction in such court and to accept
service of process in accordance with the provisions of such court.  In connection with any dispute arising out of
or based upon this Agreement or the Executive’s employment by the Company, each
party shall be responsible for its or his own legal fees and expenses and all
court costs shall be shared equally by the Company and the Executive unless the
court apportions such legal fees or court costs in a different manner.


17.           Withholding. 
All payments made to the Executive pursuant to this Agreement shall be
subject to applicable withholding taxes, if any, and any amount so withheld
shall be deemed to have been paid to the Executive for purposes of amounts due
to the Executive under this Agreement.


18.           Governing Law. 
This Agreement is governed by and is to be construed and enforced in
accordance with the laws of the State of Illinois, without regard to its
conflict of law provisions.


IN WITNESS WHEREOF, the parties
have executed this Agreement on the date and year first above written.


	
  Executive

  	
  Advanced Life Sciences, Inc.

  	 

	
   

  	
   

  	 

	
  By: 

  	
  /s/Michael T. Flavin

  	
   

  	
  By: 

  	
  /s/R. Richard Wieland

  
	
  Name: 

  	
  Michael T. Flavin, Ph.D.

  	
   

  	
  Name: 

  	
  R. Richard Wieland, II

  
	
   

  	
   

  	
   

  	
  Title:

  	
  EVP and Chief Financial Officer

  
							



 



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