Exhibit 10.41B
APRIL 21, 2005
AVALON
PHARMACEUTICALS, INC.
FIRST AMENDMENT TO
UNSECURED CONVERTIBLE PROMISSORY NOTE
THIS FIRST AMENDMENT TO
UNSECURED CONVERTIBLE PROMISSORY NOTE (“First
Amendment” ) is hereby executed by Avalon Pharmaceuticals,
Inc. (the “Maker”) as of April 21, 2005, and as
consented to by each of the holders identified on Schedule A
to that certain Unsecured Convertible Promissory Note, previously
executed by Maker and maturing February 4, 2006 (the
“Promissory Note”).
Capitalized terms used in
this First Amendment and not otherwise defined herein shall have
the meanings assigned to such terms in the Promissory Note.
A.
The Promissory Note is hereby
amended as follows:
1.
The phrase “February 4, 2006 (the “Maturity
Date”)” on the first page of the Promissory Note is
replaced with the phrase “January 1, 2006 (the
“Maturity Date”)”.
2.
The last sentence of the first introductory paragraph reading,
“In addition, as further inducement for the loan, the Company
shall deliver a Warrant(s) to the Payees representing a right to
purchase certain Capital Stock in the Company on the terms and
conditions described below,” is hereby deleted.
3.
Section 1 of the Promissory Note is amended to replace the
definition of “Liquidity Event” with the following:
“Liquidity
Event” means a liquidation, dissolution or winding up of the
Company, as defined in the Company’s Amended and Restated
Certificate of Incorporation, but excluding from such definition of
a liquidation, dissolution or winding up of the Company the right
of holders of at least sixty percent (60%) of the Company’s
then outstanding Series B Preferred Stock to determine not to
treat an event otherwise constituting a liquidation, dissolution or
winding up of the Company as such under the Company’s Amended
and Restated Certificate of Incorporation.
4.
Section 1 of the Promissory Note is further amended to delete
the definitions of “Conversion Notice,” “Future
Equity Securities,” “Qualified Financing” and
“Warrants” thereunder.
5.
Section 1 of the Promissory Note is further amended to replace
the definition of “Series C Preferred Stock” in
its entirety with the following:
