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Exhibit 4.7
PARTNERSHIP DISSOLUTION AGREEMENT
THIS PARTNERSHIP DISSOLUTION AGREEMENT (this "Agreement") is
made as
of December 13, 2004, by and between Advanced Life Sciences
Holdings, Inc., a
Delaware corporation ("Holdings"), and Advanced Life Sciences,
Inc., an Illinois
corporation and a wholly-owned subsidiary of Holdings
("ALS").
WITNESSETH:
WHEREAS, 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 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; and
WHEREAS, ALS is undergoing a recapitalization and reorganization
(the
"Recapitalization") as of the date hereof pursuant to which,
among other things,
(i) ALS has become a wholly-owned subsidiary of Holdings
pursuant to that
certain ALS Exchange Agreement dated as of the date hereof among
Holdings, the
Michael T. Flavin Revocable Trust and Karen Stec, and (ii)
Ventures has
transferred its entire Interest (as defined in the Partnership
Agreement) in the
Partnership to Holdings (the "Exchange") pursuant to that
certain Partnership
Exchange Agreement dated as of the date hereof between Ventures
and Holdings
(the "Exchange Agreement"); and
WHEREAS, pursuant to the Recapitalization, Holdings and ALS
desire to
dissolve and terminate the Partnership under the terms and
conditions set forth
herein.
NOW, THEREFORE, in consideration of the covenants,
agreements,
representations and warranties contained in this Agreement, the
parties hereto
agree as follows:
SECTION 1. TERMINATION OF PARTNERSHIP
1.01 DISSOLUTION. ALS and Holdings hereby agree that,
effective
immediately upon the Exchange, the Partnership shall dissolve in
accordance with
Section 8.1(c) and 8.1(e) of the Partnership Agreement.
1.02 WINDING UP. Immediately upon the dissolution of the
Partnership, ALS shall (a) succeed to all assets, rights and
properties owned by
Partnership on the Closing Date, whether tangible or intangible,
real, personal
or mixed, wherever located, and whether or not carried and
reflected on the
books of the Partnership, including
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