CONSULTING AGREEMENT

Exhibit 10.12A

CONSULTING AGREEMENT
By and Between
Avalon Pharmaceuticals, Inc. and Michael Kurman Consulting

     THIS CONSULTING AGREEMENT (the “Agreement”), is made as of this   3rd   day of   August   2004, by Avalon Pharmaceuticals, Inc., a Delaware corporation, with its principal place of business at 20358 Seneca Meadows Parkway, Germantown, MD 20876 (“Company” or “the Company”) and Michael Kurman Consulting, located at 469 West Saddle River Road, Upper Saddle River, NJ 07458 (“Consultant” or “the Consultant”).

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

          1.1.    “Consultancy” means the current or anticipated or subsequent retention of Consultant by the Company as a full-time Consultant, a part-time Consultant, or otherwise, or any other period during which Consultant receives compensation from the Company in any capacity.

          1.2.    “Intellectual Property” means any Invention, writing, trade name, trademark, service mark or any other material registered or otherwise protected or protectible under state, federal or foreign patent, trademark, copyright or similar laws.

          1.3.    “Inventions” include ideas, discoveries, inventions, developments and improvements, whether or not reduced to practice and whether or not patentable or otherwise within the definition of Intellectual Property.

          1.4.    “Proprietary Information” includes any scientific, technical, trade or business secrets of the Company and any scientific, technical, trade or business materials that the Company treats, or is obligated to treat, as confidential or proprietary, including, but not limited to, Inventions belonging to the Company and confidential information obtained by or given to the Company about or belonging to its suppliers, licensors, licensees, partners, affiliates, customers, potential customers or others.

     2.   Consulting Services.

          2.1 The Company hereby retains the Consultant, and the Consultant hereby agrees, to provide to the Company consulting and technical support services as more specifically described in Exhibit A (“Nature of Services”) or as the parties shall mutually agree. In rendering consulting services hereunder, the Consultant shall act solely as an independent contractor, and this Agreement shall not be construed to create any employee-employer relationship, partnership or agent-principal relationship between the Consultant and the Company.

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Consulting Agreement
Avalon and Michael Kurman Consulting

          2.2.    In the event that a conflict arises between Consultant’s obligations to third parties and Consultant’s obligations pursuant to this Agreement, Consultant shall notify the Company of such conflict as soon as possible.

     3.   Compensation. In consideration for the Consultant’s services, the Company hereby agrees to pay the Consultant the consideration set forth below in this section 3, plus reasonable and approved expenses, for consulting on the Company’s behalf. Consultant agrees that the compensation provided for in this section constitutes Consultant’s full and exclusive consideration and compensation for all services to be performed by Consultant pursuant to this Agreement.

     The Company will pay Consultant:

     (i) $150 per hour; and

     (ii) 5,000 non-qualified stock options.

     Attached as Exhibit B is a schedule setting forth the time periods in which the Consultant’s rights to acquire non-qualified stock options will accrue.

     4.   Freedom to Contract. The Consultant represents and warrants that, to the best of Consultant’s knowledge, execution and performance of this Agreement does not and will not violate, conflict with, or constitute a default under any contract, commitment, agreement, understanding, arrangement or restriction, or any adjudication, order, injunction or finding of any kind by any court or agency to which Consultant may be a party or by which Consultant may be bound.

     5.   Termination.

          5.1    This Agreement shall have a term of twelve (12) months from the date hereof, but either party may terminate it for any reason on seven (7) days’ written notice. In the event of termination, Consultant shall be entitled only to the compensation owing to Consultant at the time termination occurred.

          5.2.    Notwithstanding any other provision of this Agreement, the following provisions of this Agreement shall survive termination or expiration of this Agreement indefinitely: sections 1, 3, 5, 6, 7, 8,11,12,13, 14,15 and 16, and any other provisions of this Agreement which by their nature are intended to survive. The provisions of this paragraph shall apply regardless of which party terminated the Agreement or the reason(s) for termination or expiration.

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Consulting Agreement
Avalon and Michael Kurman Consulting

     6.   Confidentiality.

          6.1.    Consultant shall at all times, both during and after any termination of Consultant’s Consultancy by either the Company or Consultant, maintain in confidence and not utilize the Proprietary Information or the Intellectual Property of the Company, and/or technology or proprietary information of others under confidential evaluation by the Company except in performing services for the Company pursuant to his Consultancy. Maintaining such Proprietary Information and Intellectual Property in confidence shall include refraining from disclosing such Proprietary Information or Intellectual Property to any third party (except when duly and specifically authorized in writing to do so for purpose of furthering the business of the Company), and refraining from using such Proprietary Information or Intellectual Property for the account of Consultant or for any other person or business entity. Consultant will not file patents based on the Company’s technology, Proprietary Information or Intellectual Property, nor seek to make improvements thereon, without the Company’s written approval. Consultant agrees not to make any copies of the Proprietary Information or Intellectual Property of the Company (except when appropriate for the furtherance of the business of the Company or duly and specifically authorized to do so) and promptly upon request, whether during or after the period of Consultancy to the Company, to return to the Company any and all documentary, machine- readable or other elements of evidence of such Proprietary Information, Intellectual Property, and any copies of either that may be in Consultant’s possession or under Consultant’s control.

          6.2.    Consultant further agrees that if at any time Consultant is uncertain whether information is considered as confidential or Proprietary Information, or Consultant is uncertain whether any material or property is considered an Invention, Consultant will presume it to be confidential and Proprietary Information or an Invention belonging to the Company, as the case may be, and Consultant will treat it as confidential and Proprietary Information or an Invention belonging to the Company. If Consultant desires, Consultant may submit a written request for clarification to the President of the Company, and, until receiving a written response shall act in the same manner as prior to its submission.

          6.3    Confidential Information shall not include any information of the Company that: (a) is already known to Consultant at the time of its disclosure; (b) is or becomes publicly known through no wrongful act of Consultant; (c) information which Consultant can demonstrate was received on a non-confidential basis from a third party having a legal right to disclose it; (d) is independently developed by Consultant; (e) is communicated to a third party by Consultant with the express written consent of the Company, or (f) is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law, provided that before making such disclosure the Consultant shall give the Company an adequate opportunity to interpose an