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Exhibit 4.8
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (as the same may be amended,
restated,
supplemented or otherwise modified from time to time, this
"Agreement") dated as
of December 13, 2004 is by and between Flavin Ventures, LLC, a
Delaware limited
liability company ("Flavin Ventures"), and the Michael T. Flavin
Revocable
Trust, an Illinois trust (the "Trust").
WITNESSETH:
WHEREAS, Advanced Life Sciences, Inc., an Illinois
corporation
("ALS"), is undergoing a recapitalization and reorganization as
of the date
hereof (the "Recapitalization"); and
WHEREAS, in connection with the Recapitalization, the Trust
transferred to Holdings 400,000 shares of common stock, no par
value, of ALS
and, in exchange, Holdings delivered to the Trust 400,000 shares
of common
stock, $.01 par value per share, of Holdings (the "Holdings
Shares"), pursuant
to that certain ALS Exchange Agreement dated as of the date
hereof among
Holdings, the Trust and Karen Stec (the "Exchange Agreement");
and
WHEREAS, the Trust desires to contribute the Holdings Shares to
Flavin
Ventures as a Capital Contribution (as defined in the Limited
Liability Company
of Flavin Ventures, LLC dated as of September 30, 2002, referred
to herein as
the "LLC Agreement").
NOW, THEREFORE, in consideration of such benefits and for other
good
and valuable consideration, the receipt and sufficiency are
hereby acknowledged,
Flavin Ventures and the Trust hereby agree as follows:
Section 1. CONTRIBUTED ASSETS. The Trust hereby conveys, grants,
assigns
and transfers the Holdings Shares to Flavin Ventures as a
Capital Contribution,
which Capital Contribution shall be governed by the terms of the
LLC Agreement.
Section 2. FURTHER ASSURANCES. If at any time the members of
Flavin
Ventures determine that any further deeds, bills of sale,
assignments or
assurances in law or any other things are necessary or desirable
to vest,
perfect or confirm, of record or otherwise, in Flavin Ventures,
the right, title
or interest in the Holdings Shares, the Trust shall execute and
deliver all such
proper
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