Exhibit 4.4 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made as of the 13th day of December, 2004 (the "Effective Stock Purchase Date"), by and between ABBOTT LABORATORIES, an Illinois corporation, with its principal...Stock Purchase Agreement • April 28th, 2005 • Advanced Life Sciences Holdings, Inc. • Illinois
WITNESSETHLicense Agreement • August 4th, 2005 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
LOAN AGREEMENT BETWEENLoan Agreement • April 28th, 2005 • Advanced Life Sciences Holdings, Inc.
Shares * Common Stock ($0.01 par value)Underwriting Agreement • June 28th, 2005 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • New York
VENTURES CONTRIBUTION AGREEMENTContribution Agreement • April 28th, 2005 • Advanced Life Sciences Holdings, Inc. • Delaware
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") made effective as of the 11th day of April 2005(the "Effective Date"), by and between Advanced Life Sciences, Inc., an Illinois corporation (the "Company"), and John L....Employment Agreement • June 3rd, 2005 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
JOINT VENTURE AGREEMENT BETWEEN CRAUN RESEARCH SDN. BHD., SARAWAK AND MEDICHEM RESEARCH INC., USA DECEMBER, 1996 AGREEMENTJoint Venture Agreement • April 28th, 2005 • Advanced Life Sciences Holdings, Inc. • England
BY AND BETWEEN:License Agreement • April 28th, 2005 • Advanced Life Sciences Holdings, Inc.
Exhibit 10.12 UIC Intellectual Property Office EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 28th, 2005 • Advanced Life Sciences Holdings, Inc. • Illinois
INVESTMENT AGREEMENTInvestment Agreement • January 21st, 2011 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
Pursuant to the Put given by Advanced Life Sciences Holdings, Inc. to Dutchess Opportunity Fund, II, LP on 200 , we are now submitting the amount of common shares for you to issue to Dutchess.
COVER PAGEPatent License Agreement • April 28th, 2005 • Advanced Life Sciences Holdings, Inc. • District of Columbia
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2005 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
STANDBY EQUITY DISTRIBUTION AGREEMENTStandby Equity Distribution Agreement • June 19th, 2009 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • New Jersey
THIS AGREEMENT dated as of June 19, 2009 (this “Agreement”) between YA GLOBAL MASTER SPV LTD., a Cayman Islands company (the “Investor”), and ADVANCED LIFE SCIENCES HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”).
STANDBY EQUITY DISTRIBUTION AGREEMENTStandby Equity Distribution Agreement • September 29th, 2010 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • New Jersey
In connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
Second Amended and Restated Employment AgreementEmployment Agreement • November 14th, 2007 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS EMPLOYMENT AGREEMENT (this “Agreement”) made effective as of the 13th day of November 2007 (the “Effective Date”), by and between Advanced Life Sciences, Inc., an Illinois corporation (the “Company”), and Michael T. Flavin (the “Executive”).
WARRANTWarrant Agreement • April 28th, 2005 • Advanced Life Sciences Holdings, Inc. • Illinois
AMENDED AND RESTATED COMMERCIAL PLEDGE AGREEMENTCommercial Pledge Agreement • November 6th, 2008 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS AMENDED AND RESTATED COMMERCIAL PLEDGE AGREEMENT dated October 23, 2008, is made and executed by and among ALS Ventures, LLC, a Delaware limited liability company (“Grantor”), Advanced Life Sciences, Inc., an Illinois corporation (“Borrower”), and THE LEADERS BANK (“Lender”). This Agreement amends and restates in its entirety that certain Commercial Pledge Agreement, dated April 18, 2006, by and among Grantor, Borrower and Lender (“Original Pledge Agreement”). The security interest evidenced by the Original Pledge Agreement is a continuing security interest evidenced by this Agreement, and nothing contained herein shall be deemed to constitute a release or otherwise adversely affect any lien, mortgage or security interest represented by the Original Pledge Agreement. This Agreement is entered into pursuant to that certain Amended and Restated Business Loan Agreement, dated as of even date herewith, by and between the Borrower and the Lender (“Loan Agreement”), whereby the Lender h
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 12th, 2007 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • New York
LEASE AGREEMENT BETWEEN FLAVIN VENTURES LLC A DELAWARE LIMITED LIABILITY COMPANY (LANDLORD)Assignment of Lease • April 28th, 2005 • Advanced Life Sciences Holdings, Inc. • Illinois
WITNESSETH:Partnership Exchange Agreement • April 28th, 2005 • Advanced Life Sciences Holdings, Inc. • Illinois
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2011 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of December XX, 2010, by and between Advanced Life Sciences Holdings, Inc., a corporation organized under the laws of Delaware, USA (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).
Exhibit 10.9 BUSINESS LOAN AGREEMENT Borrower: Advanced Life Sciences, Inc. Lender: THE LEADERS BANK 1440 Davey Drive 2001 YORK ROAD, SUITE 150 Woodridge, IL 60517 OAK BROOK, IL 60523 THIS BUSINESS LOAN AGREEMENT dated May 31, 2005, is made and...Business Loan Agreement • June 3rd, 2005 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • November 6th, 2008 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS COMMERCIAL SECURITY AGREEMENT dated October 23 2008, is made and executed between Advanced Life Sciences Holding, Inc., a Delaware corporation (“Grantor”) and THE LEADERS BANK (“Lender”). This Agreement is entered into pursuant to that certain Amended and Restated Business Loan Agreement, dated as of even date herewith, by and between the Advanced Life Sciences, Inc. (“Borrower”) and the Lender (“Loan Agreement”), whereby the Lender has agreed to lend Ten Million and 00/100 Dollars ($10,000,000.00) to the Borrower subject to the terms and conditions of the Loan Agreement.
AMENDED AND RESTATED DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • June 18th, 2010 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS AMENDED AND RESTATED DEBT EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 15th day of June, 2010 by and between ADVANCED LIFE SCIENCES HOLDINGS, INC., a Delaware corporation (the “Company”), and Michael T. Flavin (the “Maker”).
Advanced Life Sciences Holdings, Inc. and Onyx Stock Transfer, LLC, Warrant Agent Warrant Agent Agreement Dated as of June , 2010Warrant Agent Agreement • June 16th, 2010 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENT AGREEMENT, dated as of June , 2010 (“Agreement”), between Advanced Life Sciences Holdings, Inc., a Delaware corporation (the “Company”), and Onyx Stock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
AMENDED AND RESTATED GUARANTYGuaranty • September 29th, 2010 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
This GUARANTY dated as of September 9, 2010 (the “Guaranty”), is executed by the undersigned (“Guarantor”), to and for the benefit of THE LEADERS BANK (the “Lender”), whose address is 2001 York Road, Suite 150, Oak Brook, Illinois 60523.
Second Amended and Restated Employment AgreementEmployment Agreement • May 7th, 2008 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) made effective as of the second day of May 2008 (the “Effective Date”), by and between Advanced Life Sciences, Inc., an Illinois corporation (the “Company”), and Michael J. Cogan (the “Executive”).
ADVANCED LIFE SCIENCES HOLDINGS, INC. Form of Warrant for the Purchase of UnitsWarrant Agreement • June 16th, 2010 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances)
THIS CERTIFIES that, for consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received, (the “Holder”) is entitled to subscribe for, and purchase from, ADVANCED LIFE SCIENCES HOLDINGS, INC., a Delaware corporation (the “Company”), upon the terms and conditions set forth herein, at any time or from time to time during the Exercise Period (as defined below), up to an aggregate of units of the Company (the “Units”), with each Unit consisting of 100 shares of the Company's common stock, par value $0.01 per share (the “Common Stock”), and 100 warrants to purchase Common Stock at an exercise price of $ per share (the “Stock Warrants”). The Units shall separate immediately upon the exercise of this Warrant and shares of Common Stock and Stock Warrants shall be issued separately. This Warrant is initially exercisable at a price of $ per Unit, subject to adjustment as described in this Warrant. The term “Exercise Price” shall mean, depending on the contex
SECOND AMENDED AND RESTATED BUSINESS LOAN AGREEMENTBusiness Loan Agreement • September 29th, 2010 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS SECOND AMENDED AND RESTATED BUSINESS LOAN AGREEMENT (this “Credit Agreement”), dated as of September 9, 2010 (the “Effective Date”), is by and between ADVANCED LIFE SCIENCES, INC., an Illinois corporation (the “Borrower”), ADVANCED LIFE SCIENCES HOLDINGS, INC. (“Holdings”), MICHAEL FLAVIN (“Flavin”, and together with Holdings, the “Guarantors”), and THE LEADERS BANK (the “Lender”), and shall amend and restate in its entirety that certain Amended and Restated Business Loan Agreement, dated as of October 23, 2008, executed by and between the Borrower and the Lender (the “Existing Credit Agreement”).
AGREEMENTStock Purchase Agreement • November 2nd, 2006 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances)
This Agreement (“Agreement”) is made as of October 27, 2006, by and among CRAUN Research Sdn. Bhd., a limited liability company organized under the laws of Malaysia (the “Purchaser”), Advanced Life Sciences Holdings, Inc., a Delaware corporation (“Holdings”), and Advanced Life Sciences, Inc., an Illinois corporation and wholly owned subsidiary of Holdings (the “Seller”).
BACKGROUNDRegistration Rights Agreement • April 28th, 2005 • Advanced Life Sciences Holdings, Inc. • Illinois
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN...Warrant Agreement • November 6th, 2008 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
This Warrant entitles the holder initially to purchase up to an aggregate of 65,000 shares of Common Stock. This Warrant has been issued by the Company pursuant to the Amended and Restated Business Loan Agreement dated as of October 23, 2008 (as amended from time to time, the “Loan Agreement”) between the Company and Holder, in consideration of a loan to the Company by the Holder. The Holder is entitled to certain benefits as set forth therein. The Company shall keep a copy of the Loan Agreement, and any amendments thereto, at the Warrant Agency, and shall furnish, without charge, copies thereof to the Holder upon request.
BINDING TERM SHEETLicense Agreement • November 10th, 2009 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances)
This binding term sheet is entered into as of this 30th day of September, 2009 by and between Advanced Life Sciences Holdings, Inc., a Delaware corporation (“ADLS”) and Abbott Laboratories, an Illinois corporation (“Abbott”).
FORBEARANCE AGREEMENTForbearance Agreement • January 18th, 2011 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS FORBEARANCE AGREEMENT (the “Forbearance”), dated as of November 23, 2010 is among ADVANCED LIFE SCIENCES, INC. (“Borrower”), ADVANCED LIFE SCIENCES HOLDINGS, INC. (“Holdings”) and MICHAEL FLAVIN (“Flavin” and together with Holdings, the “Guarantors”) and THE LEADERS BANK (“Lender”).
AMENDED & RESTATED PROMISSORY NOTEPromissory Note • December 26th, 2007 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
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”).
