TERM NOTE

Exhibit 10.3

TERM NOTE

      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 One Million Dollars ($1,000,000), 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.

      1. Note Purchase Agreement . This Term Note (this “ Note ”) is subject to the terms of that certain Note Purchase Agreement, dated October 27, 2008, as amended, by and between the Seller and the Buyer (as the same may be amended, the “ Note Purchase Agreement ”). The Buyer is entitled to the benefits of the Note Purchase Agreement and all of the exhibits thereto, and reference is made thereto for a description of all rights and remedies thereunder. Neither reference to the Note Purchase Agreement, nor any provision thereof or security for the other obligations evidenced hereby, shall affect or impair the absolute and unconditional obligation of the Seller to pay the principal amount hereof, together with all interest accrued thereon and expenses, when due. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Note Purchase Agreement.

      2. Interest Rate . From the date hereof until such time as all principal, interest and other amounts outstanding hereunder are unconditionally and irrevocably paid and performed in full, interest shall accrue on the unpaid principal amount (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as applicable) equal to a fixed rate of seven percent (7.0%) per annum.

      3. Payments .

           3.1 Payment of Principal and Interest . All outstanding principal and accrued interest under this Note shall be immediately due and payable on the Maturity Date (as defined below).

           3.2 Other Payment Provisions . The Seller shall make each payment hereunder not later than 2:00 P.M. (Eastern standard time) on the day when due, without offset, in lawful money of the United States of America to the Buyer in same day funds at the Buyer’s offices or pursuant to a wire transfer to the Buyer’s designated bank account, which shall initially be:

All payments will be applied in the manner set forth in the Note Purchase Agreement. If the date for any payment or prepayment hereunder falls on a day which is not a business day, then for all purposes of this Note the same shall be deemed to have fallen on the next following business day, and such extension of time shall in such case be included in the computation of payments of interest.

      4. 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 ”).

      5. Prepayment . The obligations under this Note may be prepaid without penalty.

      6. Collateral . This Note is secured by the Collateral under the terms of the Note Purchase Agreement and the Intellectual Property Security Agreement.

      7. Assignment . No assignment or transfer of this Note or Seller’s obligations hereunder is permitted without the prior writte