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Registration Rights Agreement

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Title:

Registration Rights Agreement

Entities:

Avalon Pharmaceuticals Inc

Date:

2007

Size:

Preview shows 6KB of 51KB total

Price:

$42

ID:

#2863829

► Corporate ► Rights ► Registration Rights Agreements

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REGISTRATION RIGHTS AGREEMENT

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).

The parties hereby agree as follows:

1. Certain Definitions.

As used in this Agreement, the following terms shall have the following meanings:

Affiliate means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common control with, such person.

Business Day means a day, other than a Saturday or Sunday, on which banks in New York City and San Francisco, California are open for the general transaction of business.

Common Stock shall mean the Companys common stock, par value $0.01 per share, and any securities into which such shares may hereinafter be reclassified.

Investors shall mean the Investors identified in the Purchase Agreement and any Affiliate or permitted transferee of any Investor who is a subsequent holder of any Registrable Securities.

Prospectus shall mean the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

Register, registered and registration refer to a registration made by preparing and filing a Registration Statement or similar document in compliance with the 1933 Act (as defined below), and the declaration or ordering of effectiveness of such Registration Statement or document.

Registrable Securities shall mean (i) the Shares, and (ii) any other securities issued or issuable with respect to or in exchange for Registrable Securities; provided, that, a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the 1933 Act, or (B) such security becoming eligible for sale by the Investors pursuant to Rule 144(k).

Registration Statement shall mean any registration statement of the Company filed under the 1933 Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement (including the Registration Statement referred to in Section 2), amendments and supplements to such Registration Statement(s), including post-effective amendments, all exhibits and all material filed and incorporated by reference in such Registration Statement.

Required Investors mean the Investors holding a majority of the Registrable Securities.

Rule 401, Rule 415, Rule 416, Rule 429 and Rule 461 mean Rule 401, Rule 415, Rule 416, Rule 429 and Rule 461, respectively, each as promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.

SEC means the U.S. Securities and Exchange Commission.

Shares means the shares of Common Stock issued pursuant to the Purchase Agreement.

1933 Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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