AMENDMENT NO. 1
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
day of January, 2009 by and between Avalon Pharmaceuticals, Inc.
WHEREAS, Avalon and CLDA desire to amend the Term Note
to extend the Maturity Date, as that
term is defined in Section 4 of the Term Note
, from March 31, 2009 to April 30, 2009.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, in
the Term Note
and in the Note Purchase Agreement, as that term is defined in Section 1 of the Term
, and for other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
Section 4 of the Term Note
is hereby amended by deleting it in its entirety and replacing it
with the following:
Maturity Date. All of the amounts due hereunder shall be due and payable on the
earlier to occur of April 30, 2009, or such earlier date as such maturity may be
accelerated pursuant to the terms hereof (the Maturity Date).
SECTION 2. Full Force and Effect. The Term Note shall remain in full force and
effect, except as modified hereby.
SECTION 3. Counterparts. This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
. Governing Law
. This Amendment shall be construed in accordance with and
governed by the laws of the State of New York
, without regard to its principles of conflicts of
SECTION 5. Effectiveness. This Amendment shall become effective upon the execution
and delivery hereof by Avalon and CLDA.
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