PARTNERSHIP EXCHANGE AGREEMENT

 

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                                                                     Exhibit 4.5

 

                         PARTNERSHIP EXCHANGE AGREEMENT

 

          THIS PARTNERSHIP EXCHANGE AGREEMENT (this "Agreement") is made as of

December 13, 2004, by and between Advanced Life Sciences Holdings, Inc., a

Delaware corporation ("Holdings"), and Flavin Ventures, LLC, a Delaware limited

liability company ("Ventures").

 

                                   WITNESSETH:

 

          WHEREAS, Advanced Life Sciences, Inc., an Illinois corporation

("ALS"), and Michael T. Flavin ("Flavin") entered into that certain Amended and

Restated Partnership Agreement, dated as of December 22, 2001 (the "Partnership

Agreement"), relating to Advanced Life Sciences General Partnership (the

"Partnership"); and

 

          WHEREAS, under the terms of the Partnership Agreement, Flavin made

capital contributions to the Partnership in the amount of $7,793,968 (the

"Flavin Contribution Amount") from December 1999 through September 2002; and

 

          WHEREAS, Flavin contributed and assigned his entire interest in the

Partnership to Ventures pursuant to that certain Contribution, Assignment and

Assumption Agreement dated as of September 30, 2002; and

 

          WHEREAS, from October 2002 through and including the date hereof,

Ventures has made capital contributions to the Partnership in the amount of

$3,717,509 (the "Ventures Contribution Amount" and, together with the Flavin

Contribution Amount, the "Total Partnership Contribution Amount"); and

 

          WHEREAS, ALS is undergoing a recapitalization and reorganization (the

"Recapitalization") as of the date hereof pursuant to which, among other things,

ALS has become a wholly-owned subsidiary of Holdings pursuant to that certain

ALS Exchange Agreement dated as of the date hereof between Holdings, the Michael

T. Flavin Revocable Trust and Karen Stec; and

 

          WHEREAS, pursuant to the Recapitalization, Ventures desires to

exchange with Holdings its Interest (as defined in the Partnership Agreement) in

the Partnership for shares of common stock, $.01 per share, of Holdings

("Holdings Stock").

 

          NOW, THEREFORE, in consideration of the covenants, agreements,

representations and warranties contained in this Agreement, the parties hereto

agree as follows:

 

          SECTION 1. EXCHANGE

 

          1.01   PARTNERSHIP INTEREST. At the Closing (as hereinafter defined),

on the terms and subject to the conditions set forth herein, Ventures agrees to

sell, transfer, assign and deliver to Holdings, free and clear of all liens,

pledges, encumbrances, claims and equities of every kind, its Interest in the

Partnership.

 

          1.02   HOLDINGS STOCK. In exchange and as consideration for the

transfer of Ventures' Interest to Holdings, at the Closing, on the terms and

subject to the conditions set forth herein, Holdings agrees to sell, transfer,

assign and deliver to Ventures, free and clear of all liens, pledges,

encumbrances, claims and equities of every kind, a number of shares of Holdings

Stock determined by dividing (a) the Total Partnership Contribution Amount by

(b) $5.82 (the "Exchange").

 

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          1.03   THE CLOSING. The closing of the Exchange (the "Closing") will

take place at the offices of Winston & Strawn LLP, 35 West Wacker Drive,

Chicago, Illinois 60601, at such date and time and as may be agreeable to the

parties.

 

          SECTION 2. CONDITIONS PRECEDENT TO THE EXCHANGE

 

          2.01   CONDITIONS TO THE OBLIGATION OF VENTURES. The obligation of

Ventures to transfer the Interest as provided in Section 1.01 hereof on the

Closing Date is subject to the satisfaction as of the date of the Closing of the

following conditions:

 

          (a)    REPRESENTATIONS AND WARRANTIES. The representations and

     warranties of Holdings contained in Section 3 hereof shall be true and

     correct at and as of the Closing.

 

          (b)    CLOSING DOCUMENTS. At the Closing, Holdings will have delivered

     to Ventures:

 

                 (i)    certificates representing 1,977,917 shares of Holdings