0000950133-07-002335 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 14th, 2007 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 19th day of January, 2007 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”).

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PURCHASE AGREEMENT
Purchase Agreement • May 14th, 2007 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 19th day of January, 2007 by and among Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

EXCLUSIVE LICENSE AND RESEARCH COLLABORATION AGREEMENT by and between MERCK & CO., INC. and AVALON PHARMACEUTICALS, INC.
Exclusive License and Research • May 14th, 2007 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Agreement (this “Agreement”) is effective as of March 5, 2007 (the “Effective Date”), and is entered into by and between MERCK & CO., INC., a corporation organized and existing under the laws of New Jersey (“Merck”), and AVALON PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware (“Avalon”).

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