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Option No.: _______




AVALON PHARMACEUTICALS, INC.

2005 OMNIBUS LONG-TERM INCENTIVE PLAN




NONQUALIFIED STOCK OPTION AGREEMENT




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”).



Grant Date:                       , ____




Name of Optionee:                                                                                                                           




Optionee’s Employee Identification Number: _____-____-_____




Number of Shares Covered by Option: ______________




Option Price per Share: $_____.___




Vesting Start Date: _________________, ____




     By signing this cover sheet, you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you
have carefully reviewed the Plan, and agree that the Plan will control in the event any provision
of this Agreement should appear to be inconsistent.



	 	 	 	 	 	 	 
	Optionee:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	Company:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






Attachment




This is not a stock certificate or a negotiable instrument.



 









 









AVALON PHARMACEUTICALS, INC.

2005 OMNIBUS LONG-TERM INCENTIVE PLAN




NONQUALIFIED STOCK OPTION AGREEMENT




	 	 	 
	Nonqualified Stock Option

	 	This option is not intended to be an
incentive stock option under Section
422 of the Internal Revenue Code of
1986, as amended, and will be
interpreted accordingly.
	 
	 	 
	Vesting

	 	This option is only exercisable
before it expires and then only with
respect to the vested portion of the
option. Subject to the preceding
sentence, you may exercise this
option, in whole or in part, to
purchase a whole number of vested
shares not less than 100 shares,
unless the number of shares
purchased is the total number
available for purchase under the
option, by following the procedures
set forth in the Plan and below in
this Agreement.
	 
	 	 
	 

	 	[ Vesting to be determined by
Compensation Committee and/or Board
for each grant.]
	 
	 	 
	 

	 	No additional shares of Stock will
vest after your Service has
terminated for any reason.
	 
	 	 
	Term

	 	Your option will expire in any event
at the close of business at Company
headquarters on the day before the
10th anniversary of the Grant Date,
as shown on the cover sheet. Your
option will expire earlier if your
Service terminates, as described
below.
	 
	 	 
	Regular Termination

	 	If your Service terminates for any
reason, other than death, Disability
or Cause, then your option will
expire at the close of business at
Company headquarters on the
90th day after your
termination date.
	 
	 	 
	Termination for

Cause

	 	If your Service is terminated for
Cause, then you shall immediately
forfeit all rights to your option
and the option shall immediately
expire.
	 
	 	 
	Death

	 	If your Service terminates because
of your death, then your option will
expire at the close of business at
Company headquarters on the date
twelve (12) months after the date of
death. During that twelve month
period, your estate or heirs may
exercise the vested portion of your
option.
	 
	 	 
	 

	 	In addition, if you die during the
90-day period described in
connection with a regular
termination (i.e., a termination of
your Service not on account of your
death, Disability or Cause), and a
vested portion of your option has
not yet been exercised, then your
option will instead expire on the
date twelve (12) months after your






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	 	termination date. In such a case,
during the period following your
death up to the date twelve (12)
months after your termination date,
your estate or heirs may exercise
the vested portion of your option.
	 
	 	 
	Disability

	 	If your Service terminates because
of your Disability, then your option
will expire at the close of business
at Company headquarters on the date
twelve (12) months after your
termination date.
	 
	 	 
	Leaves of Absence

	 	For purposes of this option, your
Service does not terminate when you
go on a bona fide employee leave of
absence that was approved by the
Company in writing, if the terms of
the leave provide for continued
Service crediting, or when continued
Service crediting is required by
applicable law. However, your
Service will be treated as
terminating 90 days after you went
on employee leave, unless your right
to return to active work is
guaranteed by law or by a contract.
Your Service terminates in any event
when the approved leave ends unless
you immediately return to active
employee work.
	 
	 	 
	 

	 	The Company determines, in its sole
discretion, which leaves count for
this purpose, and when your Service
terminates for all purposes under
the Plan.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this
option, you must notify the Company
by filing the proper “Notice of
Exercise” form at the address given
on the form. Your notice must
specify how many shares you wish to
purchase (in a parcel of at least
100 shares generally). Your notice
must also specify how your shares of
Stock should be registered (in your
name only or in your and your
spouse’s names as joint tenants with
right of survivorship). The notice
will be effective when it is
received by the Company.
	 
	 	 
	 

	 	If someone else wants to exercise
this option after your death, that
person must prove to the Company’s
satisfaction that he or she is
entitled to do so.
	 
	 	 
	Form of Payment

	 	When you submit your notice of
exercise, you must include payment
of the option price for the shares
you are purchasing. Payment may be
made in one (or a combination) of
the following forms:
	 
	 	 
	 

	 	• Cash, your personal check, a
cashier’s check, a money order or
another cash equivalent acceptable
to the Company.
	 
	 	 
	 

	 	• Shares of Stock which have
already been owned by you for more
than six months and which are
surrendered to the Company. The
value of the shares, determined as
of the effective date of the option
exercise, will be applied to the
option price.






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	 	• By delivery (on a form
prescribed by the Company) of an
irrevocable direction to a licensed
securities broker acceptable to the
Company to sell Stock and to deliver
all or part of the sale proceeds to
the Company in payment of the
aggregate option price and any
withholding taxes (if approved in
advance by the Compensation
Committee of the Board if you are
either an executive officer or a
director of the Company).
	 
	 	 
	Withholding Taxes

	 	You will not be allowed to exercise
this option unless you make
acceptable arrangements to pay any
withholding or other taxes that may
be due as a result of the option
exercise or sale of Stock acquired
under this option. In the event
that the Company determines that any
federal, state, local or foreign tax
or withholding payment is required
relating to the exercise or sale of
shares arising from this grant, the
Company shall have the right to
require such payments from you, or
withhold such amounts from other
payments due to you from the Company
or any Affiliate.
	 
	 	 
	Transfer of Option

	 	During your lifetime, only you (or,
in the event of your legal
incapacity or incompetency, your
guardian or legal representative)
may exercise the option. Except as
otherwise provided in this
Agreement, you cannot transfer or
assign this option. For instance,
you may not sell this option or use
it as security for a loan. If you
attempt to do any of these things,
this option will immediately become
invalid. You may, however, dispose
of this option in your will or it
may be transferred upon your death
by the laws of descent and
distribution.
	 
	 	 
	 

	 	You may transfer, not for value, all
or part of the option to any Family
Member. A “not for value” transfer
is a transfer which is (i) a gift,
(ii) a transfer under a domestic
relations order in settlement of
marital property rights; or (iii) a
transfer to an entity in which more
than fifty percent of the voting
interests are owned by Family
Members (or you) in exchange for an
interest in that entity. Following
a transfer under this provision, the
option shall continue to be subject
to the same terms and conditions as
were applicable immediately prior to
transfer. Subsequent transfers of
transferred options are prohibited
except to your Family Members in
accordance with this provision or by
will or the laws of descent and
distribution.
	 
	 	 
	 

	 	Regardless of any marital property
settlement agreement, the Company is
not obligated to honor a notice of
exercise from your spouse, nor is
the Company obligated to recognize
your spouse’s interest in your
option in any other way.
	 
	 	 
	Retention Rights

	 	Neither your option nor this
Agreement give you the right to be






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	 	retained by the Company (or any
Parent, Subsidiaries or Affiliates)
in any capacity. The Company (and
any Parent, Subsidiaries or
Affiliates) reserve the right to
terminate your Service at any time
and for any reason.
	 
	 	 
	Shareholder Rights

	 	You, or your estate or heirs, have
no rights as a shareholder of the
Company until a certificate for your
option’s shares has been issued (or
an appropriate book entry has been
made). No adjustments are made for
dividends or other rights if the
applicable record date occurs before
your stock certificate is issued (or
an appropriate book entry has been
made), except as described in the
Plan.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar change
in the Stock, the number of shares
covered by this option and the
option price per share shall be
adjusted (and rounded down to the
nearest whole number) if required
pursuant to the Plan. Your option
shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the
Company is subject to such corporate
activity.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated
in this Agreement by reference.
Certain capitalized terms used in
this Agreement are defined in the
Plan, and have the meaning set forth
in the Plan.


This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this option. Any prior
agreements, commitments or
negotiations concerning this option
are superseded.
	 
	 	 
	Data Privacy

	 	In order to administer the Plan, the
Company may process personal data
about you. Such data includes but
is not limited to the information
provided in this Agreement and any
changes thereto, other appropriate
personal and financial data about
you such as home address and
business addresses and other contact
information, payroll information and
any other information that might be
deemed appropriate by the Company to
facilitate the administration of the
Plan.
	 
	 	 
	 

	 	By accepting this option, you give
explicit consent to the Company to
process any such personal data. You
also give explicit consent to the
Company to transfer any such
personal data outside the country in
which you work or are employed,
including, with respect






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	 	to non-U.S.
resident Optionees, to the United
States, to transferees who shall
include the Company and other
persons who are designated by the
Company to administer the Plan.
	 
	 	 
	Consent to Electronic Delivery

	 	The Company may choose to deliver
certain statutory materials relating
to the Plan in electronic form. By
accepting this option grant you
agree that the Company may deliver
the Plan prospectus and the
Company’s annual report to you in an
electronic format. If at any time
you would prefer to receive paper
copies of these documents, as you
are entitled to, the Company would
be pleased to provide copies.
Please contact Thomas G. David,
General Counsel and Senior Vice
President of Operations at Avalon
Pharmaceuticals, Inc., 20358 Seneca
Meadows Parkway, Germantown,
Maryland 20876, (301) 556-9886 to
request paper copies of these
documents.






By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.




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