- Amended Statement of Beneficial Ownership (SC 13D/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1*)

Avalon Pharmaceuticals, Inc.
(Name of Issuer)

Common Stock, $.01 par value per share
(Title of Class of Securities)

05346P106
(CUSIP Number)

Jonathan J. Fleming
222 Berkeley St.
Boston, MA 02116
(617) 357-7474
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 10, 2009
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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).

(Page 1 of 9 Pages)

------------------- -----------------
CUSIP NO. 05346P106 13D PAGE 2 OF 9 PAGES
------------------- -----------------

ITEM 1. SECURITY AND ISSUER.

This statement relates to the common stock, $.01 par value (the "Common Stock")
of Avalon Pharmaceuticals, Inc. (the "Issuer") having its principal executive
office at 20358 Seneca Meadows Parkway, Germantown, Maryland, 20876.

ITEM 2. IDENTITY AND BACKGROUND.

(a) This Statement is being filed on behalf of: (i) Oxford Bioscience Partners
 III L.P. ("Oxford III"), a Delaware limited partnership; (ii) Oxford
 Bioscience Partners (Bermuda) III Limited Partnership ("Bermuda"), a
 Bermuda limited partnership; (iii) Oxford Bioscience Partners (Adjunct) III
 L.P. ("Adjunct"), a Delaware limited partnership; (iv) mRNA Fund L.P.
 ("mRNA Fund"), a Delaware limited partnership; (v) OBP Management III L.P.
 ("OBP Management"), a Delaware limited partnership, as the general partner
 of Oxford III and Adjunct; (vi) OBP Management (Bermuda) III Limited
 Partnership ("Bermuda Management"), a Bermuda limited partnership, as the
 general partner of Bermuda; (vii) mRNA Partners L.P. ("mRNA"), a Delaware
 limited partnership, as the general partner of mRNA Fund; (viii) Jeffrey T.
 Barnes ("Barnes"); (ix) Jonathan J. Fleming ("Fleming"); and (x) Alan G.
 Walton ("Walton"). The individuals and entities named in this paragraph are
 referred to collectively herein as the "Reporting Persons."

(b) The address for all Reporting Persons other than Walton is 222 Berkeley
 Street, Boston, Massachusetts, 02116. The address for Walton is 315 Post
 Road West, Westport, Connecticut, 06880.

(c) No changes have occurred since the Schedule 13D relating to the Reporting
 Persons was filed on February 14, 2006 (the "Filing").

(d) No changes with respect to the Reporting Persons have occurred since the
 Filing.

(e) No changes with respect to the Reporting Persons have occurred since the
 Filing.

(f) No changes with respect to the Reporting Persons have occurred since the
 Filing.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Not applicable.

ITEM 4. PURPOSE OF TRANSACTION.

Not applicable.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) Not applicable.

(b) Not applicable.

 (Page 2 of 9 Pages)

------------------- -----------------
CUSIP NO. 05346P106 13D PAGE 3 OF 9 PAGES
------------------- -----------------

(c) Not applicable.

(d) Not applicable.

(e) All of the Reporting Persons have ceased to beneficially own more than five
percent of the outstanding Common Stock.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO
 SECURITIES OF THE ISSUER.

Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1 - Agreement regarding filing of joint Schedule 13D.

Exhibit 2 - Power of Attorney, dated January 3, 2006.















 (Page 3 of 9 Pages)

------------------- -----------------
CUSIP NO. 05346P106 13D PAGE 4 OF 9 PAGES
------------------- -----------------

 SIGNATURE

 After reasonable inquiry and to the best of his, her or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct. We also hereby agree to file this
statement jointly pursuant to the agreement set forth as Exhibit 1.

Dated: February 10, 2009.

OXFORD BIOSCIENCE PARTNERS III L.P.

By: OBP Management III L.P.
 General Partner

 By: *
 ----------------------------
 Jonathan J. Fleming
 General Partner

OXFORD BIOSCIENCE PARTNERS
(BERMUDA) III LIMITED PARTNERSHIP

By: OBP Management (Bermuda) III Limited Partnership
 General Partner

 By: *
 ----------------------------
 Jonathan J. Fleming
 General Partner

OXFORD BIOSCIENCE PARTNERS
(ADJUNCT) III L.P.

By: OBP Management III L.P.
 General Partner

 By: *
 ----------------------------
 Jonathan J. Fleming
 General Partner

MRNA FUND L.P.

By: mRNA Partners L.P.
 General Partner

 By: *
 ----------------------------
 Jonathan J. Fleming
 General Partner

 (Page 4 of 9 Pages)

------------------- -----------------
CUSIP NO. 05346P106 13D PAGE 5 OF 9 PAGES
------------------- -----------------

OBP MANAGEMENT III L.P.

By: *
 --------------------------------
 Jonathan J. Fleming
 General Partner

OBP MANAGEMENT (BERMUDA) III LIMITED
PARTNERSHIP

By: *
 --------------------------------
 Jonathan J. Fleming
 General Partner

MRNA PARTNERS L.P.

By: *
 --------------------------------
 Jonathan J. Fleming
 General Partner


 *
---------------------------
Jeffrey T. Barnes


 *
---------------------------
Jonathan J. Fleming


 *
---------------------------
Alan G. Walton

 *By: /s/ Raymond Charest
 -------------------------
 Raymond Charest
 As Attorney-in-Fact

This Amendment to Schedule 13D was executed by Raymond Charest pursuant to a
Power of Attorney, a copy of which is attached hereto as Exhibit 2.

 (Page 5 of 9 Pages)

------------------- -----------------
CUSIP NO. 05346P106 13D PAGE 6 OF 9 PAGES
------------------- -----------------

 EXHIBIT 1
 ---------

 AGREEMENT

 Pursuant to Rule 13-d1(k)(1) under the Securities Exchange Act of 1934, the
undersigned hereby agree that only one statement containing the information
required by Schedule 13D need be filed with respect to the ownership by each of
the undersigned of shares of stock of Avalon Pharmaceuticals, Inc.

EXECUTED this 10th day of February, 2009.

OXFORD BIOSCIENCE PARTNERS III L.P.

By: OBP Management III L.P.
 General Partner

 By: *
 ----------------------------
 Jonathan J. Fleming
 General Partner

OXFORD BIOSCIENCE PARTNERS
(BERMUDA) III LIMITED PARTNERSHIP

By: OBP Management (Bermuda) III Limited Partnership
 General Partner

 By: *
 ----------------------------
 Jonathan J. Fleming
 General Partner

OXFORD BIOSCIENCE PARTNERS
(ADJUNCT) III L.P.

By: OBP Management III L.P.
 General Partner

 By: *
 ----------------------------
 Jonathan J. Fleming
 General Partner

MRNA FUND L.P.

By: mRNA Partners L.P.
 General Partner

 By: *
 ----------------------------
 Jonathan J. Fleming
 General Partner

 (Page 6 of 9 Pages)

------------------- -----------------
CUSIP NO. 05346P106 13D PAGE 7 OF 9 PAGES
------------------- -----------------

OBP MANAGEMENT III L.P.

By: *
 --------------------------------
 Jonathan J. Fleming
 General Partner

OBP MANAGEMENT (BERMUDA) III LIMITED
PARTNERSHIP

By: *
 --------------------------------
 Jonathan J. Fleming
 General Partner

MRNA PARTNERS L.P.

By: *
 --------------------------------
 Jonathan J. Fleming
 General Partner


 *
---------------------------
Jeffrey T. Barnes


 *
---------------------------
Jonathan J. Fleming


 *
---------------------------
Alan G. Walton

 *By: /s/ Raymond Charest
 -------------------------
 Raymond Charest
 As Attorney-in-Fact

This Agreement was executed by Raymond Charest pursuant to a Power of Attorney,
a copy of which is attached hereto as Exhibit 2.

 (Page 7 of 9 Pages)

------------------- -----------------
CUSIP NO. 05346P106 13D PAGE 8 OF 9 PAGES
------------------- -----------------

 EXHIBIT 2
 ---------


 POWER OF ATTORNEY

 KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Raymond Charest, Alexia Pearsall and
Jonathan J. Fleming and each of them, with full power to act without the other,
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities (until
revoked in writing) to sign any and all instruments, certificates and documents
required to be executed on behalf of himself as an individual or in his capacity
as a general partner or authorized signatory, as the case may be, on behalf of
any of Oxford Bioscience Partners III L.P., Oxford Bioscience Partners (Bermuda)
III Limited Partnership, Oxford Bioscience Partners (Adjunct) III L.P., mRNA
Fund L.P., OBP Management III L.P., OBP Management (Bermuda) Limited Partnership
and mRNA Partners L.P., pursuant to section 13 or 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and any and all regulations
promulgated thereunder and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission, and with any other entity when and if such is mandated by the
Exchange Act or by the By-laws of the National Association of Securities
Dealers, Inc., granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
fully to all intents and purposes as he might or could do in person thereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof,
or may have done in connection with the matters described above.

 IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 3rd
day of January, 2006.


 OXFORD BIOSCIENCE PARTNERS III L.P.
 By its General Partner, OBP Management III L.P.

 By: /s/ Jonathan J. Fleming
 -----------------------
 Name: Jonathan J. Fleming
 Title: General Partner

 OXFORD BIOSCIENCE PARTNERS (BERMUDA) III LIMITED PARTNERSHIP
 By its General Partner, OBP Management (Bermuda) III Limited
 Partnership

 By: /s/ Jonathan J. Fleming
 -----------------------
 Name: Jonathan J. Fleming
 Title: General Partner

 (Page 8 of 9 Pages)

------------------- -----------------
CUSIP NO. 05346P106 13D PAGE 9 OF 9 PAGES
------------------- -----------------


 OBP MANAGEMENT (BERMUDA) III LIMITED PARTNERSHIP

 By: /s/ Jonathan J. Fleming
 -----------------------
 Name: Jonathan J. Fleming
 Title: General Partner


 OXFORD BIOSCIENCE PARTNERS (ADJUNCT) III L.P.
 By its General Partner, OBP Management III L.P.

 By: /s/ Jonathan J. Fleming
 -----------------------
 Name: Jonathan J. Fleming
 Title: General Partner

 OBP MANAGEMENT III L.P.

 By: /s/ Jonathan J. Fleming
 -----------------------
 Name: Jonathan J. Fleming
 Title: General Partner

 MRNA FUND L.P.
 By its General Partner, mRNA Partners L.P.

 By: /s/ Jonathan J. Fleming
 -----------------------
 Name: Jonathan J. Fleming
 Title: General Partner

 MRNA PARTNERS L.P.

 By: /s/ Jonathan J. Fleming
 -----------------------
 Name: Jonathan J. Fleming
 Title: General Partner


 /s/ Jeffrey T. Barnes
 ------------------------
 Jeffrey T. Barnes


 /s/ Jonathan J. Fleming
 ------------------------
 Jonathan J. Fleming


 /s/ Alan G. Walton
 ------------------------
 Alan G. Walton

 (Page 9 of 9 Pages)

Avalon (NASDAQ:AVRX)
Historical Stock Chart
From Apr 2024 to May 2024