UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 2)*
Avalon Pharmaceuticals, Inc.
Common Stock, $0.01 par value
(Title of Class of Securities)
05346P 10 6
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons initial
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be
filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act)
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes
).
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CUSIP No.
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05346P 10 6
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13G
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Page
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2
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of
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11
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Pages
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1
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NAMES OF REPORTING PERSONS
Forward Ventures IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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593,191 shares
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
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593,191 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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593,191 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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3.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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05346P 10 6
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13G
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Page
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3
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of
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11
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Pages
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1
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NAMES OF REPORTING PERSONS
Forward Ventures IV B, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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593,191 shares
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
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593,191 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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593,191 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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3.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No.
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05346P 10 6
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13G
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Page
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4
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of
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11
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Pages
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1
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NAMES OF REPORTING PERSONS
Forward IV Associates, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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593,191 shares
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
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593,191 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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593,191 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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3.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No.
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05346P 10 6
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13G
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Page
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5
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of
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11
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Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Standish M. Fleming
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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5
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SOLE VOTING POWER
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NUMBER OF
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0 shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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593,191 shares
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0 shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
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593,191 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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593,191 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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3.5%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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CUSIP No.
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05346P 10 6
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13G
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Page
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6
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of
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11
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Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ivor Royston, M.D.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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5
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SOLE VOTING POWER
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NUMBER OF
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33,325 shares
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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593,191 shares
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EACH
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7
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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33,325 shares
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WITH:
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8
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SHARED DISPOSITIVE POWER
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593,191 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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626,516 shares
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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3.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Schedule 13G
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Item 1(a).
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Name of Issuer
: Avalon Pharmaceuticals, Inc. (the Company)
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Item 1(b).
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Address of Issuers Principal Executive Offices
:
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20358 Seneca Meadows Parkway, Germantown, MD 20876
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Item 2(a).
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Names of Person Filing
: (1) Forward Ventures IV, L.P. (IV, L.P.); (2)
Forward Ventures IV B, L.P. (IV B, L.P.); (3) Forward IV Associates, LLC (Associates LLC)
(the sole general partner of IV, L.P. and IV B, L.P.); and (4) each of Standish M. Fleming and
Ivor Royston, M.D. (the managing members of Associates LLC). IV, L.P., IV B, L.P., Associates
LLC, Standish M. Fleming and Ivor Royston, M.D. are collectively referred to as the Reporting
Persons.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
: The address of
the principal business office of each of the Reporting Persons is 9393 Towne Centre Drive,
Suite 200, San Diego, CA 92121.
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Item 2(c).
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Citizenship
: Each of IV, L.P. and IV B, L.P. is a limited partnership
organized under the laws of the State of Delaware. Associates LLC is a limited liability
company organized under the laws of the State of Delaware. Each of Standish Fleming and Ivor
Royston, M.D. is a United States citizen.
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Item 2(d).
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Title of Class of Securities
: Common Stock, $0.01 par value (Common Stock)
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Item 2(e).
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CUSIP Number
: 05346P 10 6
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b)
or (c), check whether the person filing is a
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(a) [ ]
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Broker or Dealer registered under Section 15 of the Securities
Exchange Act of 1934, as amended (the Act).
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(b) [ ]
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Bank as defined in Section 3(a)(6) of the Act.
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(c) [ ]
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Insurance Company as defined in Section 3(a)(19) of the Act.
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(d) [ ]
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Investment Company registered under Section 8 of the Investment
Company Act of 1940.
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(e) [ ]
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An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E).
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(f) [ ]
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An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F).
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(g) [ ]
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A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G).
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(h) [ ]
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A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
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(i) [ ]
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A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company Act of 1940.
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(j) [ ]
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Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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Not Applicable.
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Item 4.
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Ownership
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(a)
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Amount Beneficially Owned:
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As of December 31, 2007, (i) IV, L.P. was the record holder of 546,833 shares of
Common Stock, (ii) IV B, L.P. was the record holder of 46,358 shares of Common
Stock (such 593,191 shares of Common Stock to be referred to collectively as the
Record Shares) and (iii) Ivor Royston, M.D. was the record holder of 13,210
shares of Common Stock and options to purchase 20,486 shares of Common Stock, of
which 20,115 shares are exercisable by Dr. Royston within 60 days.
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By virtue of their relationship as affiliated entities with overlapping general
partners, IV, L.P. and IV B, L.P. may each be deemed to beneficially own all of
the Record Shares. By virtue of the affiliate relationship among IV, L.P., IV B,
L.P. and Associates LLC, Associates LLC may be deemed to beneficially own all of
the Record Shares. In their capacities as individual managing members of
Associates LLC, each of Standish Fleming and Ivor Royston, M.D. may be deemed to
beneficially own all of the Record Shares.
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Each of the Reporting Persons expressly disclaims beneficial ownership, except to
the extent of its/his pecuniary interest therein, if any, of any shares of Common
Stock of the Company except in the case of (i) IV, L.P. for the 546,833 shares of
Common Stock it holds of record, (ii) IV B, L.P. for the 46,358 shares of Common
Stock it holds of record and (iii) Ivor Royston, M.D. for the 13,210 shares of
Common Stock and for the options to purchase 20,486 shares of Common Stock, of
which 20,115 shares are exercisable by Dr. Royston within 60 days, issuable upon
the exercise of such options, which he holds directly.
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(b)
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Percent of Class:
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3.5% for each Reporting Person except Ivor Royston, M.D.; 3.7% for Ivor Royston,
M.D. The foregoing percentages are calculated based upon the 17,026,462 shares of
Common Stock reported to be outstanding as of October 31, 2007, in the Quarterly
Report on Form 10-Q of the Company for the quarter ended September 30, 2007.
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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0 shares for each Reporting Person except for Ivor Royston, M.D.; 32,953
shares of Common Stock for Ivor Royston, M.D.
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(ii)
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shared power to vote or to direct the vote:
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593,191 shares for each Reporting Person.
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(iii)
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sole power to dispose or direct the disposition of:
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0 shares for each Reporting Person except for Ivor Royston, M.D.; 32,953
shares of Common Stock for Ivor Royston, M.D.
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(iv)
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shared power to dispose or direct the disposition of:
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593,191 shares for each Reporting Person.
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Item 5.
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Ownership of Five Percent or Less of a Class
.
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If this statement is being filed to report the fact that as of the date hereof, the
reporting person has ceased to be the beneficial owner of more than 5 percent of the
class of securities, check the following
þ
.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being
Reported on By the Parent Holding Company
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
.
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Not Applicable. The Reporting Persons expressly disclaim membership in a group as
defined in Section 13d-1(b)(ii)(J).
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
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Item 10.
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Certification
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Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Date:
February 12, 2008
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FORWARD VENTURES IV, L.P.
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By:
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Forward IV Associates, LLC
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By:
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/s/ Standish M Fleming
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Standish M. Fleming
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Managing Member
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FORWARD VENTURES IV B, L.P.
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By:
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Forward IV Associates, LLC
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By:
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/s/ Standish M Fleming
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Standish M. Fleming
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Managing Member
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FORWARD IV ASSOCIATES, LLC
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By:
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/s/ Standish M Fleming
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Standish M. Fleming
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Managing Member
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/s/ Standish M Fleming
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Standish M. Fleming
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/s/ Ivor Royston, M.D.
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Ivor Royston, M.D.
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree that only one statement containing the information required by Schedule
13G need be filed with respect to the ownership by each of the undersigned of shares of Common
Stock of Avalon Pharmaceuticals, Inc.
Date:
February 12, 2008
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FORWARD VENTURES IV, L.P.
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By:
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Forward IV Associates, LLC
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By:
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/s/ Standish M Fleming
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Standish M. Fleming
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Managing Member
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FORWARD VENTURES IV B, L.P.
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By:
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Forward IV Associates, LLC
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By:
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/s/ Standish M Fleming
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Standish M. Fleming
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Managing Member
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FORWARD IV ASSOCIATES, LLC
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By:
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/s/ Standish M Fleming
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Standish M. Fleming
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Managing Member
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/s/ Standish M Fleming
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Standish M. Fleming
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/s/ Ivor Royston, M.D.
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Ivor Royston, M.D.
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