AMENDMENT NO. 2 TO TERM NOTE
Exhibit 10.2
AMENDMENT NO. 2
TO
This AMENDMENT NO. 2 (this “Amendment”) to the Term Note dated October 27, 2008, as amended on
January 12, 2009, in the original principal amount of Three Million Dollars ($3,000,000) payable to
the order of Clinical Data, Inc. (“CLDA,” and such Term Note, as amended, referred to as the “Term
Note”) is made as of this 30th day of March, 2009 by and between Avalon Pharmaceuticals, Inc.
(“Avalon”) and CLDA.
WHEREAS, Avalon and CLDA desire to amend the Term Note to extend the Maturity Date, as that
term is defined in Section 4 of the Term Note, from April 30, 2009 to May 31, 2009.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, in
the Term Note and in the Note Purchase Agreement, as that term is defined in Section 1 of the Term
Note, and for other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to the Term Note.
Section 4 of the Term Note is hereby amended by deleting it in its entirety and replacing it
with the following:
Maturity Date. All of the amounts due hereunder shall be due and payable on the
earlier to occur of May 31, 2009, or such earlier date as such maturity may be
accelerated pursuant to the terms hereof (the “Maturity Date”).
SECTION 2. Full Force and Effect. The Term Note shall remain in full force and
effect, except as modified hereby.
SECTION 3. Counterparts. This Amendment may be executed by one or more of the parties
hereto on any number of separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
SECTION 4. Governing Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of New York, without regard to its principles of conflicts of
laws.
SECTION 5. Effectiveness. This Amendment shall become effective upon the execution
and delivery hereof by Xxxxxx and CLDA.
[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
as of the date first above written.
| Clinical Data, Inc. |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Executive Vice President, Chief Legal Officer & Secretary | |||
| Avalon Pharmaceuticals, Inc. |
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| By: | /s/ Xxxxxxx X. Xxxxxx, Ph.D. | |||
| Name: | Xxxxxxx X. Xxxxxx, Ph.D. | |||
| Title: | President & Chief Executive Officer | |||
