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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, bi
