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SEC Company Response from AVALON PHARMACEUTICALS INC (CIK 0001162192) — Sep 26, 2005

AVALON PHARMACEUTICALS INC (CIK 0001162192)
Date: Sept. 26, 2005 · CIK: 0001162192 · Accession: 0000950133-05-004291

AI Filing Summary & Sentiment

File numbers found in text: 333-124565

Date
September 26, 2005
Author
Managing Director
Form
CORRESP
Company
AVALON PHARMACEUTICALS INC (CIK 0001162192)

Letter

W.R. HAMBRECHT + CO., LLC

539 Bryant Street, Suite 100

San Francisco, CA 94107

September 26, 2005

VIA EDGARLINK AND FACSIMILE

Division of Corporate Finance

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

Re:

Avalon Pharmaceuticals, Inc.

Registration Statement on Form S-1

File No. 333-124565

Ladies and Gentlemen:

Pursuant to Rule 461 under the

Securities Act of 1933, as amended (the “Securities Act”), the undersigned, W.R. Hambrecht + Co., LLC, Legg Mason Wood Walker Incorporated and Susquehanna Financial Group, LLLP (the “Underwriters”), as the Underwriters of the offering pursuant to the above-captioned Registration Statement, hereby join in the request of Avalon Pharmaceuticals, Inc. that the effective time of the above-captioned Registration Statement be accelerated to 04:00 p.m. Eastern Time, on September 28, 2005, or as soon thereafter as practicable.

In connection with this acceleration

request and pursuant to Rule 460 under the Securities Act, the following information is provided with respect to the distribution to date of the preliminary prospectus included in the Registration Statement filed with the Commission on May 3, 2005:

To Whom Distributed

Number of Copies

Retail brokerage offices

2,400

Institutions (including prospective underwriters)

3,000

Total

5,400

With respect to Rule 15c2-8

under the Securities Exchange Act of 1934, as amended, we wish to advise the Commission that the Underwriters have distributed or will distribute copies of the preliminary prospectus at least 48 hours prior to the date it is

Division of Corporate Finance

September 26, 2005

Page 2

expected that confirmations of sale will be mailed. Selected

Dealers, if any, will represent that they will comply with Rule 15c2-8.

The Commission is advised that the

amount of compensation to be allowed or paid to the Underwriters, to be disclosed in the Registration Statement, as amended, will not exceed an amount that has been approved by the National Association of Securities Dealers, Inc.

Very truly yours,
W.R. HAMBRECHT + CO., LLC

Show Raw Text
CORRESP
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filename1.htm

corresp

W.R. HAMBRECHT + CO., LLC

539 Bryant Street, Suite 100

San Francisco, CA 94107

September 26, 2005

VIA EDGARLINK AND FACSIMILE

Division of Corporate Finance

Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

    Re:

    Avalon Pharmaceuticals, Inc.

    Registration Statement on Form S-1

    File No. 333-124565

Ladies and Gentlemen:

     Pursuant to Rule 461 under the

Securities Act of 1933, as amended (the “Securities Act”), the
undersigned, W.R. Hambrecht + Co., LLC, Legg Mason Wood Walker Incorporated and Susquehanna
Financial Group, LLLP (the “Underwriters”), as the Underwriters of the offering pursuant to the
above-captioned Registration Statement, hereby join in the request of Avalon Pharmaceuticals, Inc.
that the effective time of the above-captioned Registration Statement be accelerated to 04:00 p.m.
Eastern Time, on September 28, 2005, or as soon thereafter as practicable.

     In connection with this acceleration

request and pursuant to Rule 460 under the Securities
Act, the following information is provided with respect to the distribution to date of the
preliminary prospectus included in the Registration Statement filed with the Commission on May 3,
2005:

    To Whom Distributed

    Number of Copies

    Retail brokerage offices

    2,400

    Institutions (including prospective underwriters)

    3,000

    Total

    5,400

     With respect to Rule 15c2-8

under the Securities Exchange Act of 1934, as amended, we wish to
advise the Commission that the Underwriters have distributed or will distribute copies of the
preliminary prospectus at least 48 hours prior to the date it is

Division of Corporate Finance

September 26, 2005

Page 2

expected that confirmations of sale will be mailed. Selected

Dealers, if any, will represent
that they will comply with Rule 15c2-8.

     The Commission is advised that the

amount of compensation to be allowed or paid to the
Underwriters, to be disclosed in the Registration Statement, as amended, will not exceed an amount
that has been approved by the National Association of Securities Dealers, Inc.

    Very truly yours,

    W.R. HAMBRECHT + CO., LLC

LEGG MASON WOOD WALKER INCORPORATED

SUSQUEHANNA FINANCIAL GROUP, LLLP

By:

    /s/ Gordon K. Johnson

    W.R. Hambrecht + Co., LLC

Name:

    Gordon K. Johnson

Title:

    Managing Director