SECURED PROMISSORY NOTE

Exhibit 99.3

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER UNDER THE SECURITIES ACT OF 1933.

SECURED PROMISSORY NOTE

          FOR VALUE RECEIVED, the undersigned, PGX Health, LLC , a Delaware limited liability company (together with its successors, the “ Company ”), hereby unconditionally promises to pay to the order of ADENOSINE THERAPEUTICS, L.L.C. , a Virginia limited liability company (together with its successors and permitted assigns, the “ Holder ”), without setoff or deduction, the aggregate principal amount of Three Million Two Hundred Thousand and 00/100 Dollars ($3,200,000), together with interest thereon as provided herein. Capitalized terms used in this Note but not otherwise defined herein have the meanings given such terms in Article 5 hereof.

ARTICLE 1
PAYMENT

          1.1 Interest . The outstanding principal amount of this Note shall bear interest (computed on the basis of a 365 or 366 day year, as the case may be) at a fixed rate equal to eleven percent (11%) per annum, from the date hereof until paid. Accrued interest shall be payable in arrears commencing on September 1, 2008 and continuing on the first day of each month thereafter until April 1, 2011 (the “ Maturity Date ”), at which time all accrued and unpaid interest on this Note shall be immediately due and payable.

          1.2 Principal . The Company shall repay the principal amount of this Note in thirty-two (32) equal payments of principal, each in the amount of $100,000, commencing on September 1, 2008 and continuing on the first day of each month thereafter until the Maturity Date, at which time the entire then outstanding principal balance of this Note shall be immediately due and payable.

          1.3 Business Days . Whenever payment of principal of, or interest on, this Note shall be due on a date that is not a Business Day, the date for payment thereof shall be the next succeeding Business Day and interest due on the unpaid principal shall accrue during such extension and shall be payable on such succeeding Business Day.

ARTICLE 2
PREPAYMENTS; COLLATERAL SECURITY

          2.1 Prepayment . The Company shall have the right to prepay the principal amount of this Note in whole or in part, at any time and from time to time, without payment of any premium or penalty whatsoever, together with interest thereon accrued to the date of prepayment, and any such prepayment shall be applied to reduce the Company’s principal payment obligations under Section 1.2 ; provided that any such prepayment shall be in an amount of not less than $500,000.

          2.2 Collateral Security . Payment of this Note is secured pursuant to the terms of that certain Security Agreement, dated of even date herewith, between the Company and the Holder (the “ Security Agreement ”).

ARTICLE 3
DEFAULTS

          3.1 Events of Default . If one or more of the following events (each an “ Event of Default ”) shall have occurred and be continuing:

          (a) the Company shall fail to pay within five (5) Business Days of the due date thereof any principal of this Note, any interest payable hereunder, or any other amounts payable hereunder, or shall fail to perform any of its other covenants or agreements hereunder, which failure continues uncured more than thirty (30) days after written notice thereof to the Company;

          (b) the occurrence of an event of default under the Security Agreement or of an event of default under that certain secured promissory note, dated of even date herewith, made by the Company payable to the order of the Holder in the stated principal amount of $22,000,000;

          (c) Clinical Data, Inc., a Delaware corporation (together with its successors, “ CLDA ”), shall at any time fail to satisfy the “current public information” conditions of Rule 144(c)(1) under the Securities Act;

          (d) any default under that certain Guaranty Agreement, of even date herewith, from CLDA to the Holder;

          (e) any merger or series of mergers of CLDA pursuant to which the surviving entity is not controlled by those who were stockholders of CLDA immediately prior to such merger or series or mergers, or any sale or transfer of all or substantially all of the stock in, or the assets of, CLDA or its subsidiaries;

          (f) any merger or series of mergers of the Company pursuant to which the surviving entity is not controlled by those who owned the equity interests in the Company immediately prior to such merger or series or mergers, or any sale or transfer of all or substantially all of the equity interests in, or the assets of, the Company;

          (g) any merger or series of mergers of Cogenics, Inc., a Delaware corporation (“ Cogenics ”), pursuant to which the surviving entity is not controlled by those who were stockholders of Cogenics immediately prior to such merger or series or mergers, or any sale or transfer of all or substantially all of the stock in, or the assets of, the Cogenics;

          (h) any of the Company, Cogenics or CLDA shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law, now or hereafter in effect, or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors; or

          (i) an involuntary case or other proceeding shall b