exv10w02



 





Exhibit 10.02




FIRST AMENDMENT TO COLLABORATION AGREEMENT




     THIS FIRST AMENDMENT dated as of the 21st day of September, 2006 (the “First
Amendment”) is made between Avalon Pharmaceuticals, Inc., a Delaware corporation having its
principal place of business at 20358 Seneca Meadows Parkway, Germantown, Maryland 20876 (“Avalon”)
and ChemDiv, Inc., a Wisconsin corporation having its principal office at 11558 Sorrento Valley
Road,, San Diego, California 92121 (“ChemDiv,” and together with Avalon, the “Parties”).



     WHEREAS, ChemDiv and Avalon entered into a Collaboration agreement as of July 25, 2006 (the
“Agreement”) the Parties desire to amend the Agreement.



     NOW THEREFORE, in consideration of the premises and of the covenants herein contained, the
Parties hereto mutually agree as follows:



     1. All initially capitalized terms shall have the same meaning in this First Amendment as in
the Agreement unless otherwise defined in this First Amendment.



     2. The Parties agree to amend the Agreement as set forth in Paragraphs 3 & 4.



     3. Add the following Section 1.1A to Article 1 of the Agreement:




— 1.1A “Additional Compounds” means a supplemental library specified in an
sd file identified in Exhibit B and separate from compounds transferred
under Section 2.1(a) that is sent to Avalon by ChemDiv with the written
consent of Avalon.”



     4. Add the following Section 2.4 to Article 2 of the Agreement:




— 2.4 (a) ChemDiv shall provide the Additional Library to Avalon *.
Avalon shall have the right to use the Additional Library for a Project *.





 




			
	*	 	The asterisk denotes that confidential portions of this exhibit have been omitted in
reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.




 









 











     (b) Avalon agrees that it will not use the Additional Library for any
purpose other than as permitted by *.




     (c) Except for Collaboration Inventions, Avalon shall own all
Inventions made by or on behalf of Avalon based on work performed with the
Additional Library pursuant to a Project and any and all intellectual
property rights (including but not limited to Patent Rights) with respect to
such Inventions as long as such Invention is applicable to a library{ies}
other than the Additional Library.



     5. The Agreement is amended in accordance with Section 16.7 of the Agreement.



     6. Except as amended herein, the Agreement remains in full force and effect as originally
executed.



     IN WITNESS WHEREOF, the Parties have caused this First Amendment to be executed and sealed by
their duly authorized representatives as of the date first set forth above.



	 	 	 	 	 	 	 	 	 
	CHEMDIV, INC.	 	 	 	AVALON PHARMACEUTICALS, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	 /s/ Ronald Demuth	 	 	 	By:
	 	/s/ Kenneth C. Carter, Ph.D
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	 Ronald Demuth	 	 	 	Name:
	 	Kenneth C. Carter, Ph.D.
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 General Manager	 	 	 	Title:
	 	President and CEO
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 September 29, 2006	 	 	 	Date:	 	 September 27, 2006
	 

	 	 
	 	 	 	 	 	 







 




			
	*	 	The asterisk denotes that confidential portions of this exhibit have been omitted in
reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been
submitted separately to the Securities and Exchange Commission.




2