Avalon Pharmaceuticals Inc Sample Contracts

Avalon Pharmaceuticals Inc – FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (April 2nd, 2009)

This First Amendment (the “First Amendment”) to that certain Note Purchase Agreement (the “Note Purchase Agreement”), dated as of October 27, 2008, by and among Clinical Data, Inc., a Delaware corporation (“Buyer”), and Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Seller”), hereby amends the Note Purchase Agreement effective as of this 30th day of March, 2009, as follows:

Avalon Pharmaceuticals Inc – AMENDMENT NO. 2 TO TERM NOTE (April 2nd, 2009)

This AMENDMENT NO. 2 (this “Amendment”) to the Term Note dated October 27, 2008, as amended on January 12, 2009, in the original principal amount of Three Million Dollars ($3,000,000) payable to the order of Clinical Data, Inc. (“CLDA,” and such Term Note, as amended, referred to as the “Term Note”) is made as of this 30th day of March, 2009 by and between Avalon Pharmaceuticals, Inc. (“Avalon”) and CLDA.

Avalon Pharmaceuticals Inc – TERM NOTE (April 2nd, 2009)

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 One Million Dollars ($1,000,000), 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 – SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (April 2nd, 2009)

This Second Amendment (the “Second Amendment”) hereby amends, effective as of this 30th day of March 2009, that certain Agreement and Plan of Merger and Reorganization, dated 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”), as amended by that certain First Amendment to Agreement and Plan of Merger and Reorganization, dated January 12, 2009 (as so amended, the “Merger Agreement”), as follows:

Avalon Pharmaceuticals Inc – TERM NOTE (April 2nd, 2009)

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 One Million Dollars ($1,000,000), 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 – AMENDMENT NO. 2 TO TERM NOTE (April 2nd, 2009)

This AMENDMENT NO. 2 (this “Amendment”) to the Term Note dated October 27, 2008, as amended on January 12, 2009, in the original principal amount of Three Million Dollars ($3,000,000) payable to the order of Clinical Data, Inc. (“CLDA,” and such Term Note, as amended, referred to as the “Term Note”) is made as of this 30th day of March, 2009 by and between Avalon Pharmaceuticals, Inc. (“Avalon”) and CLDA.

Avalon Pharmaceuticals Inc – FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (April 2nd, 2009)

This First Amendment (the “First Amendment”) to that certain Note Purchase Agreement (the “Note Purchase Agreement”), dated as of October 27, 2008, by and among Clinical Data, Inc., a Delaware corporation (“Buyer”), and Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Seller”), hereby amends the Note Purchase Agreement effective as of this 30th day of March, 2009, as follows:

Avalon Pharmaceuticals Inc – AMENDMENT NO. 1 TO TERM NOTE (January 14th, 2009)

This AMENDMENT NO. 1 (this “Amendment”) to the Term Note dated October 27, 2008, in the original principal amount of Three Million Dollars ($3,000,000) payable to the order of Clinical Data, Inc. (“CLDA,” and such Term Note referred to as the “Term Note”) is made as of this 12th day of January, 2009 by and between Avalon Pharmaceuticals, Inc. (“Avalon”) and CLDA.

Avalon Pharmaceuticals Inc – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (January 14th, 2009)

This First Amendment (the “First Amendment”) to that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated 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”), hereby amends the Merger Agreement effective as of this 12th day of January, 2009, as follows:

Avalon Pharmaceuticals Inc – AMENDMENT NO. 1 TO TERM NOTE (January 14th, 2009)

This AMENDMENT NO. 1 (this “Amendment”) to the Term Note dated October 27, 2008, in the original principal amount of Three Million Dollars ($3,000,000) payable to the order of Clinical Data, Inc. (“CLDA,” and such Term Note referred to as the “Term Note”) is made as of this 12th day of January, 2009 by and between Avalon Pharmaceuticals, Inc. (“Avalon”) and CLDA.

Avalon Pharmaceuticals Inc – AVALONRX® LICENSE AGREEMENT (October 30th, 2008)

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.”

Avalon Pharmaceuticals Inc – INTELLECTUAL PROPERTY SECURITY AGREEMENT (October 30th, 2008)

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”).

Avalon Pharmaceuticals Inc – AVALON PHARMACEUTICALS, INC. NOTE PURCHASE AGREEMENT October 27, 2008 Funds Provided by CLINICAL DATA, INC. (October 30th, 2008)

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”).

Avalon Pharmaceuticals Inc – INTELLECTUAL PROPERTY SECURITY AGREEMENT (October 30th, 2008)

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”).

Avalon Pharmaceuticals Inc – COMMON STOCK PURCHASE WARRANT To Purchase 1,695,273 Shares of Common Stock of AVALON PHARMACEUTICALS, INC. (October 30th, 2008)

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).

Avalon Pharmaceuticals Inc – REGISTRATION RIGHTS AGREEMENT (October 30th, 2008)

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”).

Avalon Pharmaceuticals Inc – AVALON PHARMACEUTICALS, INC. NOTE PURCHASE AGREEMENT October 27, 2008 Funds Provided by CLINICAL DATA, INC. (October 30th, 2008)

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”).

Avalon Pharmaceuticals Inc – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (October 30th, 2008)

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.

Avalon Pharmaceuticals Inc – FORM OF TERM NOTE (October 30th, 2008)

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 – AVALONRX® LICENSE AGREEMENT (October 30th, 2008)

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.”

Avalon Pharmaceuticals Inc – SECURITIES PURCHASE AGREEMENT (October 30th, 2008)

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”).

Avalon Pharmaceuticals Inc – Amendment No. 1 to Rights Agreement (October 30th, 2008)

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”).

Avalon Pharmaceuticals Inc – Amendment No. 1 to Rights Agreement (October 30th, 2008)

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”).

Avalon Pharmaceuticals Inc – FORM OF TERM NOTE (October 30th, 2008)

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 – REGISTRATION RIGHTS AGREEMENT (October 30th, 2008)

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”).

Avalon Pharmaceuticals Inc – FORM OF CONTINGENT VALUE RIGHTS AGREEMENT (October 30th, 2008)

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

Avalon Pharmaceuticals Inc – COMMON STOCK PURCHASE WARRANT To Purchase 1,695,273 Shares of Common Stock of AVALON PHARMACEUTICALS, INC. (October 30th, 2008)

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).

Avalon Pharmaceuticals Inc – SECURITIES PURCHASE AGREEMENT (October 30th, 2008)

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”).

Avalon Pharmaceuticals Inc – Contacts: Avalon Pharmaceuticals, Inc. The Trout Group (August 13th, 2008)

Germantown, Md., August 13, 2008 — Avalon Pharmaceuticals, Inc. (Nasdaq: AVRX), a clinical-stage biopharmaceutical company focused on the discovery and development of novel cancer therapeutics, today announced financial and operational results for the second quarter of 2008. For the three months ended June 30, 2008, net loss was $5.6 million, compared with $5.8 million in the second quarter of 2007. As of June 30, 2008, cash, cash equivalents and marketable securities totaled $16.7 million. The Company also announced today that it is restructuring its operations and reducing its workforce by approximately one-third.

Avalon Pharmaceuticals Inc – SEVERANCE AGREEMENT AND RELEASE (May 8th, 2008)

David D. Muth (herein referred to as “Employee”) and Avalon Pharmaceuticals, Inc. (including its parent company and all past, present and future affiliates and subsidiaries, hereinafter collectively referred to as the “Company”) have reached the following Severance Agreement and Release (“the Agreement”), dated as of March 8 , 2008 (“the Effective Date”), providing for the termination of Employee’s employment by the Company, and for Employee to receive certain benefits from the Company.

Avalon Pharmaceuticals Inc – Fifth Addendum to Consulting Agreement Dated February 1, 2000 (March 31st, 2008)

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 Inc – Fourth Addendum to Consulting Agreement Dated February 1, 2000 (March 31st, 2008)

This Fourth 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 Inc – Amendment No. 6 to CONSULTING AGREEMENT By and Between Avalon Pharmaceuticals, Inc. and Bradley G. Lorimier (March 31st, 2008)

The parties hereby agree, effective August 1, 2007 (“Effective Date”), to amend the Consulting Agreement by and between Avalon Pharmaceuticals, Inc. (“Company” or “the Company”) and Bradley G. Lorimier (“Consultant” or “the Consultant”) as set forth herein.

Avalon Pharmaceuticals Inc – THIRD MODIFICATION AGREEMENT (March 31st, 2008)

THIS THIRD MODIFICATION AGREEMENT (“AGREEMENT”) is made to be effective as of the 14 day of December, 2006, by and between MANUFACTURERS AND TRADERS TRUST COMPANY (“BANK”); MARYLAND INDUSTRIAL DEVELOPMENT FINANCING AUTHORITY (“ISSUER”); and AVALON PHARMACEUTICALS, INC. (“BORROWER”).

Avalon Pharmaceuticals Inc – Contacts: Avalon Pharmaceuticals, Inc. Dorland Global Public Relations (March 17th, 2008)