FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York
Contingent Value Rights Agreement, dated [________] [___], 2008, by and among Clinical Data, Inc. (“Parent”), a Delaware corporation, and American Stock Transfer and Trust Co., a New York corporation, as Rights Agent (the “Rights Agent”), in favor of each person (a “Holder”) who from time to time holds one or more Contingent Value Rights (the “CVRs”) to receive a number of shares of Parent common stock, $0.01 par value per share (the “Parent Common Stock”), in the amounts and subject to the terms and conditions set forth herein. A registration statement on Form S-4 (No. 333-___) (the “Registration Statement”) with respect to, among other securities, the CVRs, has been prepared and filed by Parent with the Securities and Exchange Commission (the “Commission”) and has become effective in accordance with the Securities Act of 1933 (the “Act”). This Agreement is entered into in connection with the Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 27, 2008 by and amo
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Intellectual Property Security Agreement dated as of October 27, 2008 (“Security Agreement”), is made by Avalon Pharmaceuticals, Inc., a Delaware corporation (“Grantor”), in favor of Clinical Data, Inc. (“Secured Party”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger and Reorganization (“Agreement”) is made and entered into as of October 27, 2008, by and among Clinical Data, Inc., a Delaware corporation (“Parent”); API Acquisition Sub II, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Parent (“Merger Sub”); and Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF TERM NOTETerm Note • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York
For Value Received, the undersigned Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Seller”) promises to pay to the order of Clinical Data, Inc. (the “Buyer”), or its assigns, in lawful money of the United States of America and in immediately available funds, the principal sum of Three Million Dollars ($3,000,000), together with interest thereon as set out herein, at its offices or such other place as Buyer may designate in writing or wire transfer as set forth in Section 3.2 below.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 27, 2008, among Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Clinical Data, Inc., a Delaware corporation (including its successors and assigns, the “Purchaser”).
Amendment No. 1 to Rights AgreementRights Agreement • October 30th, 2008 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AMENDMENT No. 1 (this “Amendment”) is made and entered into as of October 27, 2008, between Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
