FIRST AMENDMENT TO NOTE PURCHASE
AGREEMENT
This
First Amendment
(the “ First Amendment ”) to that certain
Note Purchase Agreement (the “ Note Purchase
Agreement ”), dated as of October 27, 2008, by
and among Clinical Data,
Inc. , a Delaware corporation (“
Buyer ”), and Avalon Pharmaceuticals, Inc. ,
a Delaware corporation (the “ Seller ”),
hereby amends the Note Purchase Agreement effective as of this 30th
day of March, 2009, as follows:
Whereas , pursuant to
Section 2.1 of the Note Purchase Agreement, Seller issued to
Buyer a term note in the principal amount of Three Million Dollars
($3,000,000) with a maturity date of March 31,
2009;
Whereas , the Seller has
agreed to issue, and Buyer has agreed to purchase, a new term note
in the principal amount of One Million Dollars ($1,000,000) with a
maturity date of May 31, 2009; and
Whereas , the parties desire
to amend the Note Purchase Agreement to provide for the issuance of
such new term note;
Now, Therefore , in
consideration of the covenants and agreements set forth herein and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby mutually acknowledged, the parties
hereto covenant and agree as follows:
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1.
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All
capitalized terms not otherwise defined herein shall have their
respective meanings as defined in the Note Purchase
Agreement.
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2.
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Section 2.1 of the Note
Purchase Agreement is hereby deleted in its entirety and is
replaced by the following:
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“ Investment . Seller
shall issue to Buyer (i) at Closing, a term note in the
principal amount of Three Million Dollars ($3,000,000) in the form
attached hereto as Exhibit 2.1 (the “ 2008
Note ” ), and (ii) on March 30,
2009, a term note in the principal amount of One Million Dollars
($1,000,000) in the form attached hereto as Exhibit 2.1(A)
(the “ 2009 Note ” and together with the
2008 Note, the “ Note ”). Amounts due
under the 2008 Note and the 2009 Note shall be repaid according to
the terms of the 2008 Note, the 2009 Note and this Agreement.
Payments received by the Buyer in respect of the Obligations shall
be allocated in the manner set forth in
Section 2.5.”
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