Exhibit 4.9
VENTURES
CONTRIBUTION AGREEMENT
This VENTURES CONTRIBUTION AGREEMENT (as the same may be amended,
restated, supplemented or otherwise modified from time to time, this
"Agreement") dated as of December 13, 2004 is by and between ALS Ventures, LLC,
a Delaware limited liability company ("ALS Ventures"), and ▇▇▇▇▇▇ Ventures, LLC,
a Delaware limited liability company ("▇▇▇▇▇▇ Ventures").
WITNESSETH:
WHEREAS, Advanced Life Sciences, Inc., an Illinois corporation
("ALS"), is undergoing a recapitalization and reorganization as of the date
hereof (the "Recapitalization"); and
WHEREAS, in connection with the Recapitalization, Holdings issued to
▇▇▇▇▇▇ Ventures 1,977,917 shares of common stock, $.01 par value per share, of
Holdings (the "New ALS Shares"), pursuant to that certain Partnership Exchange,
Recapitalization and Dissolution Agreement dated as of the date hereof among
Holdings, ALS, and ▇▇▇▇▇▇ Ventures; and
WHEREAS, in connection with the Recapitalization, the ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ Revocable Trust (the "Trust") transferred to ▇▇▇▇▇▇ Ventures 400,000
shares of common stock, $.01 par value per share, of Holdings (the "Old ALS
Shares" and, together with the New ALS Shares, the "Holdings Shares"), pursuant
to that certain Contribution Agreement dated as of the date hereof between the
Trust and ▇▇▇▇▇▇ Ventures; and
WHEREAS, ▇▇▇▇▇▇ Ventures and the other Members named therein have
entered into that certain Limited Liability Company Agreement, dated as of the
date hereof, relating to ALS Ventures, LLC (the "LLC Agreement"); and
WHEREAS, ▇▇▇▇▇▇ Ventures desires to contribute the Holdings Shares to
ALS Ventures as a Capital Contribution (as defined in the LLC Agreement).
NOW, THEREFORE, in consideration of such benefits and for other good
and valuable consideration, the receipt and sufficiency are hereby acknowledged,
ALS Ventures and ▇▇▇▇▇▇ Ventures agree as follows:
Section 1. CONTRIBUTED ASSETS. ▇▇▇▇▇▇ Ventures hereby conveys, grants,
assigns and transfers the Holdings Shares to ALS Ventures a Capital
Contribution, which Capital Contribution shall be governed by the terms of the
LLC Agreement.
Section 2. FURTHER ASSURANCES. If at any time the Members of ALS Ventures
determine that any further deeds, bills of sale, assignments or assurances in
law or any other things are necessary or desirable to vest, perfect or confirm,
of record or otherwise, in ALS Ventures, the right, title or interest in the
Holdings Shares, ▇▇▇▇▇▇ Ventures shall execute and deliver all such proper
deeds, bills of sale, assignments and assurances in law and do any and all
things necessary or proper to vest, perfect or confirm the right, title or
interest in such property and rights in ALS Ventures and otherwise to carry out
the purposes of this Agreement, which determination shall be conclusively
evidenced by the execution and delivery of such documents or the doing of such
things.
Section 3. WAIVER OR AMENDMENT. No waiver and no modification or
amendment of any provision of this Agreement shall be effective unless
specifically made in writing and duly signed by the party to be bound thereby.
Section 4. HEADINGS. Article and section headings contained in this
Agreement are for reference purposes only and are not intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or any
provision hereof.
Section 5. VARIATION OF PRONOUNS. All pronouns and any variations thereof
shall be deemed to refer to masculine, feminine or neuter, singular or plural,
as the identity of the person or persons may require.
Section 6. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which,
together, shall constitute one and the same instrument.
Section 7. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their permitted successors
and assigns.
Section 8. SAVINGS CLAUSE. If any provision hereof shall be held invalid
or unenforceable by any court of competent jurisdiction or as a result of future
legislative action, such holding or action shall be strictly construed and shall
not affect the validity or effect of any other provision hereof.
Section 9. GOVERNING LAW. The validity, interpretation and effect of this
Agreement shall be governed exclusively by the laws of the State of Delaware,
without regard to provisions concerning conflicts of laws.
Section 10. NOTICES. Any notices or communications permitted or required
hereunder shall be deemed sufficiently given if hand-delivered, or sent by (i)
registered or certified mail return receipt requested, (ii) telecopy or other
electronic transmission service (to the extent receipt is confirmed) or (iii) by
overnight courier, in each case to the parties at their current respective
addresses and telecopy numbers, or to such other address of which any party may
notify the other party in writing.
Section 11. NO THIRD PARTY BENEFICIARY. This Agreement is being entered
into solely for the benefit of the parties hereto, and the parties do not intend
that any employee or any other person shall be a third-party beneficiary of the
covenants by any party contained in this Agreement.
[signature page follows]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement on
the date first specified above.
▇▇▇▇▇▇ VENTURES, LLC
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Member
ALS VENTURES, LLC
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Manager
VENTURES CONTRIBUTION AGREEMENT