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Exhibit 4.9
VENTURES
CONTRIBUTION AGREEMENT
This VENTURES 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 ALS
Ventures, LLC,
a Delaware limited liability company ("ALS Ventures"), and
Flavin Ventures, LLC,
a Delaware limited liability company ("Flavin Ventures").
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, Holdings
issued to
Flavin Ventures 1,977,917 shares of common stock, $.01 par value
per share, of
Holdings (the "New ALS Shares"), pursuant to that certain
Partnership Exchange,
Recapitalization and Dissolution Agreement dated as of the date
hereof among
Holdings, ALS, and Flavin Ventures; and
WHEREAS, in connection with the Recapitalization, the Michael
T.
Flavin Revocable Trust (the "Trust") transferred to Flavin
Ventures 400,000
shares of common stock, $.01 par value per share, of Holdings
(the "Old ALS
Shares" and, together with the New ALS Shares, the "Holdings
Shares"), pursuant
to that certain Contribution Agreement dated as of the date
hereof between the
Trust and Flavin Ventures; and
WHEREAS, Flavin Ventures and the other Members named therein
have
entered into that certain Limited Liability Company Agreement,
dated as of the
date hereof, relating to ALS Ventures, LLC (the "LLC
Agreement"); and
WHEREAS, Flavin Ventures desires to contribute the Holdings
Shares to
ALS Ventures as a Capital Contribution (as defined in the LLC
Agreement).
NOW, THEREFORE, in consideration of such benefits and for other
good
and valuable consideration, the receipt and sufficiency are
hereby acknowledged,
ALS Ventures and Flavin Ventures agree as follows:
Section 1. CONTRIBUTED ASSETS. Flavin Ventures hereby conveys,
grants,
assigns and transfers the Holdings Shares to ALS Ventures 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 ALS
Ventures
determine that any further deeds, bill
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