0000950133-05-004101 Sample Contracts

2,750,000] Shares AVALON PHARMACEUTICALS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 9th, 2005 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Maryland
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COLLABORATION AND LICENSE AGREEMENT
Collaboration 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.”

COLLABORATION AND LICENSE AGREEMENT
Collaboration and License Agreement • September 9th, 2005 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Agreement (“Agreement”) dated December 12, 2003, and effective as of January 5, 2004 (the “Effective Date”), is by and between Avalon Pharmaceuticals, Inc., a Delaware Corporation, located at 20358 Seneca Meadows Parkway, Germantown, Maryland 20876 (“Avalon”), and Aventis Pharmaceuticals Inc., a Delaware corporation with a place of business at 200 Crossing Boulevard, Bridgewater, New Jersey 08807 (“Aventis”).

LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT between Vertex Pharmaceuticals Incorporated and Avalon Pharmaceuticals, Inc.
License, Development and Commercialization Agreement • September 9th, 2005 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

* The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

AVALON PHARMACEUTICALS, INC. AMENDED AND RESTATED LINE OF CREDIT AGREEMENT
Line of Credit Agreement • September 9th, 2005 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Maryland

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

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