SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • April 2nd, 2009 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations
This Second Amendment (the “Second Amendment”) hereby amends, effective as of this 30th day of March 2009, that certain Agreement and Plan of Merger and Reorganization, dated 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”), as amended by that certain First Amendment to Agreement and Plan of Merger and Reorganization, dated January 12, 2009 (as so amended, the “Merger Agreement”), as follows:
AMENDMENT NO. 2 TO TERM NOTETerm Note • April 2nd, 2009 • Avalon Pharmaceuticals Inc • Pharmaceutical preparations • New York
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.
