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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, inclu
