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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
