Exhibit 10.1
SECOND AMENDED &
RESTATED
PROMISSORY NOTE
THIS SECOND AMENDED AND RESTATED
PROMISSORY NOTE (this
“Second Amended Note ”) made effective as of the
5th day of January 2009 (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 , in September 2007, the Payee and the
Maker entered into an Amended & Restated Promissory Note
under which all principal due would mature on January 5,
2009;
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 Second Amended Note to extend the date of upon which the Debt
shall mature.
NOW, THEREFORE
, in consideration of the mutual
covenants conta
