Exhibit 10.2


 


AUTHORIZATION TO PROCEED WITH:  PROTOCOL CL05-001


 


This Authorization to Proceed Agreement (“Agreement”) is between
Advanced Life Sciences, Inc., an Illinois corporation located at 1440
Davey Road, Woodridge, IL 60517 (“Customer”) and Quintiles, Inc. located
at 5927 South Miami Blvd, Morrisville, NC 27560(“Quintiles”).  The parties agree that, while the parties are
attempting to negotiate a comprehensive agreement regarding the
above-referenced project (the “Project”), Quintiles shall commence, or continue
performing, the following activities relating to the Project (the “Services”):


 


Start-up
Planning, Initial Clinical and Project Management


Case
Report Form design and printing


Regulatory
Document Review and Approval


Site
Selection/Initiation Visits


Investigator
Contract Negotiations and Advanced Payments


Biostatistics
review of randomization


Enroll
Subjects


Shipment
of Study Drugs


 


The Services will be carried out pursuant to the terms and conditions
of the Master Services Agreement dated November 21, 2005 between
Customer and Quintiles, which are incorporated by reference herein.  Customer shall pay Quintiles at Quintiles’
Standard Daily Rates (a copy of which is attached hereto) for Quintiles’ actual
time expended on the Services and shall reimburse Quintiles for all costs and
expenses Quintiles reasonably incurs in performing the Services, within thirty
days of receipt of an itemized invoice.  Quintiles’
costs and expenses will be supported by a summary sheet. If the parties enter
into a Work Order regarding the Project, all monies paid under this Agreement
will be applied toward, and reconciled with, the payments specified in the Work
Order. Quintiles may provide such additional preliminary Services as Customer
may request and Quintiles may agree in writing to perform.  Normally, Quintiles would not perform such
activities as executing investigator agreements, shipping drugs, or enrolling
or monitoring patients without a fully executed work order; however, in light
of the unique circumstances pertaining to this Project, Quintiles will proceed
with these activities upon execution of this Authorization to Proceed.  All regulatory obligations shall remain
Customer’s responsibility.  Customer may
terminate this Agreement upon thirty days’ written notice for any reason.
Quintiles may terminate this Agreement upon thirty days’ written notice if: a)
Customer breaches this Agreement; b) a final Work Order is not executed within
four months of the date of this Agreement; or, c) the Services performed under
this Agreement exceed $600,000 in total fees and costs without execution of a
final Work Order.


 


Upon execution of this Agreement, Customer agrees to pay Quintiles an
advance of $90,000, which shall be credited to
Customer on the final invoice. If this Agreement is terminated prior to
execution of a final Work Order, then any unearned portion of this advance will
be refunded, less a thirty-percent retention to offset the costs of
reallocating project staff.  If any
additional money is due under the terms of this Agreement, Customer shall pay
Quintiles the money owed within thirty days of receipt of an itemized invoice.


 


ACCEPTED AND AGREED TO AS OF THE DATE LAST
SIGNED BELOW:


 


	
  Quintiles, Inc.

  	
  Advanced Life Sciences, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Elena Mestre

  	
   

  	
  By:

  	
  /s/ Michael T. Flavin

  	
   

  
	
   

  	
  (signature)

  	
   

  	
   

  	
  (signature)

  	
   

  
	
  Print Name:

  	
  Elena M. Mestre

  	
  Print Name: Michael T. Flavin, Ph.D.

  	
   

  
	
  Title:

  	
  Vice President

  	
  Title: Chief Executive Officer

  	
   

  
	
  Date: November 17, 2005

  	
  Date: November 21, 2005

  
								



 


1





















 


	
  Date:

  	
  Date:

  



 


2005 Quintiles Americas CRO Services Group
Standard Rate Schedule


 


	
  Category

  	
   

  	
  2005

  Hourly

  Rate

  	
   

  	
  2005

  Daily

  Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executive Medical & Technical
  Consultation, Senior Statistical Consultation

  	
   

  	
  366

  	
   

  	
  2,928

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Executive Project Management, Senior
  Regulatory, Senior Medical, Senior Management, Medical Mgmt &
  Monitoring

  	
   

  	
  296

  	
   

  	
  2,368

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Safety Review/Analysis

  	
   

  	
  266

  	
   

  	
  2,128

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Senior Project Management, Statistical
  Design, Senior Statistical Planning and Analysis, Quality Assurance, Senior
  Scientists, Regulatory Consultation, Senior Management

  	
   

  	
  236

  	
   

  	
  1,888

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Management, Scientist

  	
   

  	
  196

  	
   

  	
  1,568

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Project Management, Monitoring
  Management, Site Selection, Statistical Interpretation, Senior Statistical
  Analysis, Regulatory Support

  	
   

  	
  168

  	
   

  	
  1,344

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Senior Clinical Monitoring, Statistical
  Analysis, Statistical and Medical Writing , Regulatory Documentation
  Preparation

  	
   

  	
  142

  	
   

  	
  1,136

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clinical Monitoring, In-house Monitoring,
  Statistical Programming, Technical Writing, Biostatistics Quality Control,
  Data Management, Medical Coding

  	
   

  	
  116

  	
   

  	
  928

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Data Support

  	
   

  	
  102

  	
   

  	
  816

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Clinical Services Support, Medical
  Writing Support

  	
   

  	
  85

  	
   

  	
  680

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IVRS Support

  	
   

  	
  78

  	
   

  	
  624

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Data Processing, Administrative Support

  	
   

  	
  64

  	
   

  	
  512

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Call Center Support

  	
   

  	
  59

  	
   

  	
  472

  	
   

  



 


Confidential


 


Executive Consulting rates may exceed those listed
above.


 


Billing rates are subject to change on January 1
of each calendar year, and the new rates will apply thereafter.


 


2