Exhibit 10.5


 


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


This
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered
into as of this 18th day of November, 2005 by and between Advanced Life
Sciences, Inc., an Illinois corporation (“ALS”), and Ze-Qi Xu,
Ph.D. (the “Executive”) to amend the terms of that certain Employment Agreement
dated April 11, 2005 between ALS and the Executive (the “Agreement”).


 


WHEREAS,
ALS and the Executive entered into the Agreement on April 11, 2005;


 


WHEREAS,
the parties wish to amend the Agreement as provided herein.


 


NOW,
THEREFORE, in consideration of the foregoing recitals, the parties hereto,
intending to be legally bound, agree as follows:


 


1.               Incorporation
of the Agreement. 
All capitalized terms which are not defined herein shall have the same
meanings as set forth in the Agreement, and the Agreement, to the extent not
inconsistent with this Amendment, is incorporated herein by this reference as
though the same was set forth in its entirety. 
To the extent any terms and provisions of the Agreement are inconsistent
with the amendments set forth in Paragraph 2 below, such terms and provisions
shall be deemed superseded hereby. 
Except as specifically set forth herein, the Agreement shall remain in
full force and effect and its provisions shall be binding on the parties
hereto.


 


2.               Amendment of
the Agreement. 
The Agreement is hereby amended as follows:


 


a.               Section 4(a) of the
Agreement shall be deleted in its entirety and replaced with the following
language:


 


“Salary.  The Company shall pay to the Executive an
annual base salary of $180,000 (“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 Chief Executive Officer to
determine whether to increase the Base Salary on a prospective basis.  The Executive’s Base Salary shall not be
reduced after any increase, without the Executive’s consent.”


 


b.              Section 4(b) of the
Agreement shall be deleted in its entirety and replaced with the following
language:


 


“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.  During the 2006 fiscal year
of the Company, the maximum bonus that the Executive may receive is $75,000.”


 


3.               Effectuation.  Except as amended by this Amendment, the
provisions of the Agreement shall continue for all purposes without
interruption and the Agreement shall remain in full force and effect. The
amendment to the Agreement contemplated by this Amendment shall be deemed
effective as of November 1, 2005.


 





















 


4.               Counterparts.  This Amendment may be executed in two 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.


 


[Signature Page Follows]


 





















 


[Signature Page to
First Amendment to Employment Agreement]


 


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


 


 


	
  EXECUTIVE

  	
  ADVANCED LIFE SCIENCES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ze-Qi Xu

  	
   

  	
  By:

  	
  /s/ Michael T. Flavin

  	
   

  
	
  Name:

  	
  Ze-Qi Xu, Ph.D.

  	
  Name:

  	
  Michael T. Flavin, Ph.D.

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer