Preview | Collaboration and License Agreement |

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.

1.		DEFINITIONS.

1.1		Affiliate(s) means any Person that, directly or indirectly, owns, is owned by, or is under common ownership with a Party to this Agreement or any Person actually controlled by, controlling, or under common control with a Party to this Agreement. For the purposes of this definition, ownership or control means a Person owns or controls at least (a) fifty percent (50%) of the voting stock of a corporation, or (b) in the absence of the ownership of at least fifty percent (50%) of the voting stock of a corporation or in the case of non-corporate entity, has the power to direct or cause the direction of the management and polices of such corporation or non-corporate entity, as applicable.

1.2		Analog of a given Compound means a chemical compound derived by addition to or manipulation of the structure of such Compound.

1.3		Avalon Chemical Library means the set of Compounds that Avalon owns or controls that are employed during Stage II of the Research Program and from which a Compound Hit is selected.

1.4		Avalon Compound Know-How means any Avalon Know-How covering the Lead Compounds, Optimized Lead Compounds and Compound Families.

1.5		Avalon Compound Patent Rights means any Avalon Patent Rights covering the Lead Compounds, Optimized Lead Compounds and Compound Families.

1.6		Avalon Core Technology means all proprietary apparatuses, materials, methods, processes, information, data, databases and analyses Controlled by either Avalon or its Affiliates as of the Effective Date or coming into the Control of Avalon or its Affiliates during the Term relating to the use of HITS, METS, RACETraCK and/or TSAR and all related screening methods and processes, including methods and processes useful or helpful to induce a desired profile across a gene signature set and its correlation with the inhibition or activation of a target.

1.7		Avalon Indemnified Party shall have the meaning set forth in Section 11.1.

1.8		Avalon Target Know-How means * and any analyses thereof obtained from the activities conducted by Avalon under Sections A.2 or A.3 of the Research Program; * the* designed by Avalon and any Know-How developed by Avalon relating to the use of * for inhibiting expression of a Target in a Reference Cell or MedImmune Cell under * of the Research Program (other than Avalon Core Technology); * (as defined in * and any Avalon Know-How developed by Avalon under the Research Program related thereto; and (d) any protein, peptide, biological agent (including but not limited to an antibody), Selected Compound Hit, Lead Compound, Analog of a Lead Compound, Optimized Lead Compound or Clinical Candidate that would have the substantially equivalent * as determined by Avalon Core Technology obtained from the activities conducted by Avalon under the Research Program.

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*		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.