PARTNERSHIP DISSOLUTION AGREEMENT

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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, without limitation, all accounts

receivable, inventory, equipment and improvements,