The partnership said its only source of money to pay debt obligations came from operations.
The partnership says that is standard in nonprofit programs.
The partnership said the offer had been extended for another week.
Ground could be broken by 2010, with operation in 2015, the partnership said.
In its filing, the partnership said it did not consider itself a passive investor.
The partnership says the center has improved further under new, independent leadership.
The partnership has said that $500 million will be needed to bring a microbicide to market.
The partnership said it knew of no basis for the accusation.
The partnership says it is still seeking new funds from civic groups to continue the outreach.
The partnership said it has spent more than $312 million from working capital to acquire its Avon interest.