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 Xxxxxxx X. Xxxxxx ("Xxxxxx") 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, Xxxxxx made
capital contributions to the Partnership in the amount of $7,793,968 from
December 1999 through September 2002; and
WHEREAS, Xxxxxx 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
Xxxxxxx X. Xxxxxx Revocable Trust and Xxxxx Xxxx, 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, contract rights, claims and
causes of action or rights of recovery or set-off of every kind and character,
all business records and the business of the Partnership as a going concern
(collectively, the "Partnership Assets"); and (b) assume all obligations and
liabilities of the Partnership, whether known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated and whether due or to
become due (collectively, the "Partnership Liabilities").
1.03 TERMINATION. Effective immediately upon the dissolution and
winding up of the Partnership pursuant to Sections 6.01 and 6.02 hereof, the
Partnership and the Partnership Agreement shall terminate consistent with Part
VI of the Illinois Revised Uniform Partnership Act.
1.04 THE CLOSING. The closing of the Exchange (the "Closing") will
take place at the offices of Winston & Xxxxxx LLP, 00 Xxxx Xxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000, at such date and time and as may be agreeable to the
parties.
SECTION 2. CONDITIONS PRECEDENT. The obligations of ALS and Holdings under
Section 1 hereof on the Closing Date are subject to the satisfaction as of the
date of the Closing of the following conditions:
(a) EXCHANGE. The Exchange shall have occurred on the date hereof
under the terms and conditions of the Exchange Agreement.
(b) PROCEEDINGS. All corporate, legal and other proceedings taken
or required to be taken in connection with the transactions contemplated
hereby to be consummated at or prior to the Closing and all documents
incident thereto shall be satisfactory in form and substance to ALS and
Holdings.
(c) CLOSING DOCUMENTS. On or prior to the Closing, each party will
have delivered to the other party such documents relating to the
transactions contemplated by this Agreement as may be reasonably requested.
SECTION 3. MISCELLANEOUS
3.01 EXPENSES. Holdings shall pay all of the expenses incurred by
all parties to this Agreement in connection with this Agreement, including
without limitation, all legal fees.
3.02 SUCCESSORS AND ASSIGNS. All terms and conditions contained in
this Agreement shall bind and inure to the benefit of the respective successors
and assigns of the parties hereto.
3.03 SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
3.04 COUNTERPARTS. This Agreement may be executed simultaneously in
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together will constitute one and the same
agreement.
3.05 DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
3.06 GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with, the laws of the State of Illinois,
without regard to conflicts of laws principles.
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3.07 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties in respect of the subject matter hereof and supersedes
any and all prior understandings (whether written or oral) in respect of such
subject matter.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
ADVANCED LIFE SCIENCES HOLDINGS, INC.
/s/ Xxxx X. Xxxxxx
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By: Xxxx X. Xxxxxx
Title: President
ADVANCED LIFE SCIENCES, INC.
/s/ Xxxx X. Xxxxxx
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By: Xxxx X. Xxxxxx
Title: President
PARTNERSHIP DISSOLUTION AGREEMENT
