RIGHTS AGREEMENT Dated as of April 26, 2007 between AVALON PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANYRights Agreement • April 30th, 2007 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Rights Agreement, dated as of April 26, 2007 (the “Agreement”), between Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
Exhibit 10.42 COLLABORATION AND LICENSE AGREEMENT THIS COLLABORATION AND LICENSE AGREEMENT (this "AGREEMENT") dated as of June 17, 2005, (the "EFFECTIVE DATE") is by and between Avalon Pharmaceuticals, Inc. ("AVALON"), a Delaware Corporation, having a...Collaboration and License Agreement • June 23rd, 2005 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York
2,750,000] Shares AVALON PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2005 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
COMMON STOCK PURCHASE WARRANT To Purchase 1,695,273 Shares of Common Stock of AVALON PHARMACEUTICALS, INC.Common Stock Purchase Warrant • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Clinical Data, Inc., a Delaware corporation, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time six (6) months after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 1,695,273 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 10.44 AVALON PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("AGREEMENT") is effective as of _________ ___, 2005 by and between Avalon Pharmaceuticals, Inc., a Delaware corporation ("AVALON"), and...Indemnification Agreement • June 23rd, 2005 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
WARRANT TO PURCHASE 10,095 SHARES OF SERIES B PREFERRED STOCKAvalon Pharmaceuticals Inc • May 3rd, 2005 • Delaware
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase Ten Thousand Ninety Five (10,095) shares of the fully paid and nonassessable Series B Preferred Stock (the “Shares” or the “Preferred Stock”) of AVALON PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the term and conditions hereinafter set forth. As used herein, the term “Series B Preferred Stock” shall mean the Company’s presently authorized Series B Preferred Stock and any stock into which such Series B Preferred Stock may hereafter be converted or exchanged.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchaser (the “Purchase Agreement”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENTRights Agreement • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York
Contingent Value Rights Agreement, dated [________] [___], 2008, by and among Clinical Data, Inc. (“Parent”), a Delaware corporation, and American Stock Transfer and Trust Co., a New York corporation, as Rights Agent (the “Rights Agent”), in favor of each person (a “Holder”) who from time to time holds one or more Contingent Value Rights (the “CVRs”) to receive a number of shares of Parent common stock, $0.01 par value per share (the “Parent Common Stock”), in the amounts and subject to the terms and conditions set forth herein. A registration statement on Form S-4 (No. 333-___) (the “Registration Statement”) with respect to, among other securities, the CVRs, has been prepared and filed by Parent with the Securities and Exchange Commission (the “Commission”) and has become effective in accordance with the Securities Act of 1933 (the “Act”). This Agreement is entered into in connection with the Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 27, 2008 by and amo
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Intellectual Property Security Agreement dated as of October 27, 2008 (“Security Agreement”), is made by Avalon Pharmaceuticals, Inc., a Delaware corporation (“Grantor”), in favor of Clinical Data, Inc. (“Secured Party”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger and Reorganization (“Agreement”) is made and entered into as of October 27, 2008, by and among Clinical Data, Inc., a Delaware corporation (“Parent”); API Acquisition Sub II, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Parent (“Merger Sub”); and Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF TERM NOTEAvalon Pharmaceuticals Inc • October 30th, 2008 • Pharmaceutical preparations • New York
For Value Received, the undersigned Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Seller”) promises to pay to the order of Clinical Data, Inc. (the “Buyer”), or its assigns, in lawful money of the United States of America and in immediately available funds, the principal sum of Three Million Dollars ($3,000,000), together with interest thereon as set out herein, at its offices or such other place as Buyer may designate in writing or wire transfer as set forth in Section 3.2 below.
AVALON PHARMACEUTICALS, INC. NOTE PURCHASE AGREEMENT October 27, 2008 Funds Provided by CLINICAL DATA, INC.Avalon Pharmaceuticals Inc • October 30th, 2008 • Pharmaceutical preparations • New York
This Note Purchase Agreement (this “Agreement”) is entered as of this 27th day of October, 2008 by and between Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Seller”), and Clinical Data, Inc. (the “Buyer”).
Third Addendum to Consulting Agreement Dated February 1, 2000Consulting Agreement • May 3rd, 2005 • Avalon Pharmaceuticals Inc
This Third Addendum is made by and between Avalon Pharmaceuticals, Inc. (formerly Therapeutic Genomics, Inc.) a Delaware corporation, located at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“AVALON”), and Bradley G. Lorimier, an individual with an address at 7807 Fox Gate Court, Bethesda, MD 20817 (“CONSULTANT”).
AVALONRX® LICENSE AGREEMENTLicense Agreement • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations
This AvalonRx® License Agreement (“Agreement”) is made as of October 27, 2008 (the “Effective Date”) by and between Avalon Pharmaceuticals, inc., a Delaware corporation (“AVRX”), having an office at 20358 Seneca Meadows Parkway, Germantown, Maryland 20876, and Clinical Data, Inc., a Delaware corporation (“CLDA”), having an office at One Gateway Center, Suite 702, Newton, Massachusetts 02458. AVRX and CLDA may each be referred to herein individually as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2008, among Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Clinical Data, Inc., a Delaware corporation (including its successors and assigns, the “Purchaser”).
Void after the Tenth Anniversary hereof WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK of THERAPEUTIC GENOMICS, INC. (Incorporated under the laws of the State of Delaware)Avalon Pharmaceuticals Inc • May 3rd, 2005 • Delaware
Fifth Addendum to Consulting Agreement Dated February 1, 2000Consulting Agreement • March 31st, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations
This Fifth Addendum is made by and between Avalon Pharmaceuticals, Inc. (formerly Therapeutic Genomics, Inc.) a Delaware corporation, located at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“AVALON”), and Bradley G. Lorimier, an individual with an address at 7807 Fox Gate Court, Bethesda, MD 20817 (“CONSULTANT”).
Avalon Pharmaceuticals Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • May 3rd, 2005 • Avalon Pharmaceuticals Inc
AVALON PHARMACEUTICALS, INC. 2005 OMNIBUS LONG-TERM INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 1st, 2005 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations
Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment, and in the Company’s 2005 Omnibus Long-Term Incentive Plan (the “Plan”).
CONSULTING AGREEMENT By and Between Avalon Pharmaceuticals, Inc. and Michael Kurman ConsultingConsulting Agreement • May 3rd, 2005 • Avalon Pharmaceuticals Inc • Maryland
THIS CONSULTING AGREEMENT (the “Agreement”), is made as of this 3rd day of August 2004, by Avalon Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Company” or “the Company”) and Michael Kurman Consulting, located at 469 West Saddle River Road, Upper Saddle River, NJ 07458 (“Consultant” or “the Consultant”).
Therapeutic Genomics, Inc. SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DECEMBER 28, 1999Convertible Preferred Stock Purchase Agreement • May 3rd, 2005 • Avalon Pharmaceuticals Inc • Delaware
Series A Convertible Preferred Stock Purchase Agreement dated as of December 28, 1999 by and between Therapeutic Genomics, Inc., a Delaware corporation (the “Company”), and those entities listed, on Schedule I attached hereto (each, individually, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO.1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2007 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 1 to Amended and Restated Employment Agreement is made as of this ___ 26th___ day of December, 2006 (this “Amendment”), between AVALON PHARMACEUTICALS, INC., a Delaware corporation (“Company”) and GARY LESSING (“Executive”).
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • September 9th, 2005 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) dated as of June 17, 2005, (the “Effective Date”) is by and between Avalon Pharmaceuticals, Inc. (“Avalon”), a Delaware Corporation, having a place of business at 20358 Seneca Meadows Parkway, Germantown, MD 20876 and MedImmune, Inc. (“MedImmune”), a Delaware corporation, having a place of business at One MedImmune Way, Gaithersburg, MD 20878. Avalon and MedImmune may each be referred to herein individually as a “Party” and collectively as the “Parties.”
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • May 3rd, 2005 • Avalon Pharmaceuticals Inc • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made as of October 26, 2001 by and among Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Founding Stockholders who become parties to this Agreement by executing counterpart signature pages hereto and by authorizing the inclusion of their names on Schedule I hereto (the “Founding Stockholders”), and who are signatories to the Stockholders’ Agreement dated December 28, 1999, as amended by a certain Amendment No. 1 to Stockholders’ Agreement dated in March 2000 (the “Existing Stockholders’ Agreement”), the Series A Investors who become parties to this Agreement by executing counterpart signature pages hereto and by authorizing the inclusion of their names on Schedule II hereto, and who are signatories to the Existing Stockholders’ Agreement (the “Series A Investors”), and the Series B Investors who become parties to this Agreement by executing counterpart signature pages hereto and by authorizing the inclusion of
12,000,000 MARYLAND INDUSTRIAL DEVELOPMENT FINANCING AUTHORITY TAXABLE VARIABLE RATE DEMAND REVENUE BONDS (AVALON PHARMACEUTICALS, INC. FACILITY), SERIES 2003 INSURANCE AGREEMENTInsurance Agreement • May 3rd, 2005 • Avalon Pharmaceuticals Inc • Maryland
THIS INSURANCE AGREEMENT (this “Agreement”) is entered into as of this 1st day of April, 2003 by and between the MARYLAND INDUSTRIAL DEVELOPMENT FINANCING AUTHORITY, a body corporate and politic and a public instrumentality of the State of Maryland, in its role as insurer and not as issuer (the “Authority”), MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation (the “Bank”), and AVALON PHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”).
Amendment No. 1 to Rights AgreementRights Agreement • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AMENDMENT No. 1 (this “Amendment”) is made and entered into as of October 27, 2008, between Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
ContractAvalon Pharmaceuticals Inc • May 3rd, 2005
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 3rd, 2005 • Avalon Pharmaceuticals Inc • Delaware
This Registration Rights Agreement dated as of October 26, 2001 (the “Agreement”) by and between Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the Investors who become parties to this Agreement by executing counterpart signature pages hereto and authorizing the inclusion of their names on Schedule I hereto (the “Investors”).
Stock Option Agreement AmendmentStock Option Agreement Amendment • March 30th, 2007 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations
This Stock Option Agreement Amendment is made as of this ___ 26th___ day of December, 2006 (this “Amendment”), between AVALON PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and GARY LESSING (“Executive” and together with the Company, the “Parties”).
LEASELease Agreement • May 3rd, 2005 • Avalon Pharmaceuticals Inc • Maryland
THIS LEASE AGREEMENT, made this 15th day of July, 2002, by and between WESTPHALIA CENTER II LIMITED PARTNERSHIP, a Maryland limited partnership (hereinafter referred to as “Landlord”); and, AVALON PHARMACEUTICALS, INC., a Delaware corporation, qualified to transact business and in good standing under the laws of the State of Maryland (hereinafter referred to as “Tenant”).
FOURTH MODIFICATION AGREEMENTFourth Modification Agreement • February 15th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
THIS FOURTH MODIFICATION AGREEMENT (“Agreement”) is made to be effective as of the 14th day of February, 2008, by and between MANUFACTURERS AND TRADERS TRUST COMPANY (“Bank”); MARYLAND INDUSTRIAL DEVELOPMENT FINANCING AUTHORITY (“Issuer”); and AVALON PHARMACEUTICALS, INC. (“Borrower”).
AMENDMENT NO.1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2007 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations
This Amendment No. 1 to Amended and Restated Employment Agreement is made as of this _26th_ day of December, 2006 (this “Amendment”), between AVALON PHARMACEUTICALS, INC., a Delaware corporation (“Company”) and THOMAS G. DAVID (“Executive”).
MASTER SECURITY AGREEMENT dated as of June 25, 2002 (“Agreement”)Master Security Agreement • May 3rd, 2005 • Avalon Pharmaceuticals Inc
THIS AGREEMENT is between General Electric Capital Corporation (together with its successors and assigns, if an “Secured Party”) and Avalon Pharmaceuticals, Inc (“Debtor”). Secured Party has an office at 401 Merritt 7 Suite 23, Norwalk, CT 06851-1177. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 19 Firstfield Road, Gaithersburg, MD 20878.
ContractRegistration Rights Agreement • March 3rd, 2006 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 27th day of February, 2006 by and among Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” executing this Agreement and named in that certain Purchase Agreement by and among the Company and the Investors dated the date hereof (the “Purchase Agreement”).
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between Vertex Pharmaceuticals Incorporated and Avalon Pharmaceuticals, Inc.Commercialization Agreement • May 3rd, 2005 • Avalon Pharmaceuticals Inc • Delaware
* The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission.
