0001104659-08-068687 Sample Contracts

AMENDED AND RESTATED COMMERCIAL PLEDGE AGREEMENT
Commercial 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

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COMMERCIAL SECURITY AGREEMENT
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.

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...
Advanced Life Sciences Holdings, Inc. • November 6th, 2008 • 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.

AMENDED AND RESTATED BUSINESS LOAN AGREEMENT
Business Loan Agreement • November 6th, 2008 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois
INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • November 6th, 2008 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances)

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), is made and entered into as of October 23, 2008, by ADVANCED LIFE SCIENCES, INC., an Illinois corporation (the “Grantor”), in favor of THE LEADERS BANK (in such capacity, the “Lender”).

AGREEMENT TO PROVIDE INSURANCE
Agreement • November 6th, 2008 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances)

INSURANCE REQUIREMENTS. Grantor, Advanced Life Sciences, Inc. (“Grantor”), understands that insurance coverage is required in connection with the extending of a loan or the providing of other financial accommodations to Grantor by Lender. These requirements are set forth in the security documents for the loan. The following minimum insurance coverages must be provided on the following described collateral (the “Collateral”):

DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and between WYETH acting through its Wyeth Pharmaceuticals Division and ADVANCED LIFE SCIENCES HOLDINGS, INC. September 29, 2008
Development and Commercialization Agreement • November 6th, 2008 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • New York

This Development and Commercialization Agreement (the “Agreement”) is entered into as of September 29, 2008 (the “Effective Date”), by and between Wyeth, a corporation organized and existing under the laws of the State of Delaware and having a place of business at 500 Arcola Road, Collegeville, Pennsylvania 19426 (“Wyeth”), acting through its Wyeth Pharmaceuticals Division, and Advanced Life Sciences Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 1440 Davey Road, Woodridge, Illinois 60517 (“ADLS”). Wyeth and ADLS may each be referred to herein individually as a “Party” and collectively as the “Parties”.

AMENDED AND RESTATED COMMERCIAL SECURITY AGREEMENT
Commercial Security Agreement • November 6th, 2008 • Advanced Life Sciences Holdings, Inc. • Biological products, (no disgnostic substances) • Illinois

THIS AMENDED AND RESTATED COMMERCIAL SECURITY AGREEMENT dated October 23, 2008, is made and executed between Advanced Life Sciences, Inc., an Illinois corporation (“Grantor”) and THE LEADERS BANK (“Lender”). This Agreement amends and restates in its entirety that certain Commercial Security Agreement, dated April 18, 2006, by and between Grantor and Lender (“Original Security Agreement”). The security interest evidenced by the Original Security 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 Security 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 Grantor and the Lender (“Loan Agreement”), whereby the Lender has agreed to lend Ten Million and 00/100 Dollars ($10,000,000.00) to the Gr

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