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                                                                    EXHIBIT 14.1

                               CLINICAL DATA, INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

      This Code of Business Conduct and Ethics (the "Code") sets forth legal and
ethical standards of conduct for members of the Board of Directors ("Board
Members"), the president and chief executive officer, the chief financial
officer, any senior financial officers, any senior vice president, and any vice
presidents ("Executive Officers") and all other employees of Clinical Data, Inc.
(the "Company"). This Code is intended to deter wrongdoing and to promote the
conduct of all Company business in accordance with high standards of integrity
and in compliance with all applicable laws and regulations. This Code applies to
the Company and all of its subsidiaries and other business entities controlled
by it.

      If you have any questions regarding this Code or its application to you in
any situation, you should contact the Company's General Counsel.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

      The Company requires that all employees, Executive Officers and Board
Members comply with all laws, rules and regulations applicable to the Company
wherever it does business. You are expected to use good judgment and common
sense in seeking to comply with all applicable laws, rules and regulations and
to ask for advice when you are uncertain about them.

      If you become aware of the violation of any law, rule or regulation by the
Company, whether by its employees, Executive Officers or Board Members, it is
your responsibility to promptly report the matter to the Company's General
Counsel. While it is the Company's desire to address matters internally, nothing
in this Code should discourage you from reporting any illegal activity,
including any violation of the securities laws, antitrust laws, environmental
laws or any other federal, state or foreign law, rule or regulation to the
appropriate federal or state regulatory authority. Employees, Executive Officers
and Board Members shall not discharge, demote, suspend, threaten, harass or in
any other manner discriminate against an employee because he or she in good
faith reports any such violation. This Code should not be construed to prohibit
you from testifying, participating or otherwise assisting in any state or
federal administrative, judicial or legislative proceeding or investigation.

CONFLICTS OF INTEREST

      Employees, Executive Officers and Board Members must act in the best
interests of the Company and its stockholders. Personal interests must not
interfere with or otherwise be harmful to the interests of the Company. Any
actual or apparent conflict of interest between personal interests and those of
the Company must be handled honestly and ethically in accordance with the
following procedures.

      Full disclosure of any actual or apparent conflict is the essential first
step to remaining in full compliance with this policy. Executive Officers, Board
Members and employees must disclose all actual and apparent conflicts of
interest, including any material transaction or

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relationship that reasonably could be expected to give rise to a conflict of
interest, to the General Counsel.

      Once fully disclosed, any employee, Executive Officer or Board Member must
avoid or terminate any activity that involves an actual or apparent conflict of
interest, unless, after full disclosure to the appropriate level of management,
it is determined at the appropriate level by individuals who themselves are free
of any similar conflict that the activity is not harmful to the Company or
otherwise improper. The Board of Directors will adopt, from time to time, rules
to aid in determining whether a relation or transaction constitutes a conflict
of interest.

      Any employee who has a question about whether any situation in which he or
she is involved amounts to a conflict of interest or the appearance of one
should disclose the pertinent details, preferably in writing, to the General
Counsel. The General Counsel is responsible for discussing the situation with
the employee and arriving at a decision. Any Executive Officer or Board Member
should consult with the General Counsel about questions that they may have
regarding potential conflicts.

      To attempt to be too specific about situations that may give rise to a
conflict of interest or the appearance of a conflict involves the risk of
restricting the application of the policy. However, for illustrative purposes
only, the following are examples of situations that could present a conflict of
interest or the appearance of a conflict and must be disclosed:

      -     Employment by a competitor, or potential competitor, regardless of
            the nature of the employment, while employed by the Company;

      -     Placement of business with a firm owned or controlled by an
            Executive Officer, Board Member or employee or his/her close
            relative;

      -     Ownership of, or substantial interest in, a company that is a
            competitor, client or supplier; or

      -     Acting independently as a consultant to a customer, client or
            supplier.

      The end result of an ethical process of disclosure, discussion and
consultation may well be approval of certain relationships or transactions on
the ground that, despite appearances, they are not harmful to the Company or
otherwise improper. However, any conflict of interest or appearance of conflict
of interest, even if it does not harm the Company, is prohibited unless it has
gone through this process of disclosure, consultation and approval.

INSIDER TRADING

      Employees, Executive Officers and Board Members who have material
non-public information about the Company or other companies, including our
suppliers and customers, as a

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result of their relationship with the Company, are prohibited by law and Company
policy from trading in securities of the Company or such other companies, as
well as from communicating such information to others who might trade on the
basis of that information. To help ensure that you do not engage in prohibited
insider trading and avoid even the appearance of an improper transaction, the
Company has adopted a Statement of Policy on Insider Trading, which is available
in the Employee Handbook, which is posted on the Company's Intranet.

      The Company's officers, directors and certain other personnel specified in
the Company's policy entitled "Black-Out Period Policy" are obligated to have
all transactions in Company securities pre-cleared by the Company's General
Counsel. Such employees are expected to refrain from trades during the period
commencing at the close of business fourteen days before the end of each quarter
and until the close of business the second trading day after earnings are
released (a "black-out period"). Additional black-out periods may be imposed or
existing black-out periods may be extended in the event that the Company is
imminently considering a significant transaction.

      If you are uncertain about the legal constraints on your purchase or sale
of any Company securities or the securities of any other company that you are
familiar with by virtue of your relationship with the Company, you should
consult with the Company's General Counsel before making any such purchase or
sale.

CONFIDENTIALITY

      Employees, Executive Officers and Board Members must maintain the
confidentiality of confidential information entrusted to them by the Company or
other companies, including our suppliers and customers, except when disclosure
is authorized by a supervisor or legally mandated. Unauthorized disclosure of
any confidential information is prohibited. Additionally, without regard to the
type of information discussed, employees and Executive Officers are prohibited
from taking part in any Internet chat rooms that focus on the Company. Employees
and Executive Officers should take appropriate precautions to ensure that
confidential or sensitive business information, whether it is proprietary to the
Company or another company, is not communicated within the Company except to
employees who have a need to know such information to perform their
responsibilities for the Company. Employees, Executive Officers and Board
Members should be particularly sensitive to inquires regarding or dissemination
of information relating to the Company's intellectual property.

      Third parties may ask you for information concerning the Company.
Employees, Executive Officers and Board Members (other than the authorized
spokespersons referred to below) should not discuss internal Company matters
with, or disseminate internal Company information to, anyone outside the
Company, except as required in the performance of their Company duties and after
an appropriate confidentiality agreement is in place. This prohibition applies
particularly to inquiries concerning the Company from the media, market
professionals (e.g., securities analysts, institutional investors, investment
advisers, brokers and dealers) and security holders. All responses to inquiries
on behalf of the Company must be made only by the Company's authorized
spokespersons. If you receive any inquiries of this nature, you must decline to
comment and refer the inquirer to the Company's Chief Financial Officer.

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      You also must abide by any lawful obligations that you have to your former
employer. These obligations may include restrictions on the use and disclosure
of confidential information, restrictions on the solicitation of former
colleagues to work at the Company and non-competition obligations.

HONEST AND ETHICAL CONDUCT AND FAIR DEALING

      Each employee, Executive Officer and Board Member should endeavor to deal
honestly, ethically and fairly with the Company's suppliers, customers,
competitors and employees. Statements regarding the Company's products and
services should not be untrue, misleading, deceptive or fraudulent. You should
not take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts or any other
unfair-dealing practice.

PROTECTION AND PROPER USE OF CORPORATE ASSETS

      All employees, Executive Officers and Board Members should seek to protect
the Company's assets. Theft, carelessness and waste have a direct impact on the
Company's financial performance. Employees, Executive Officers and Board Members
should use the Company's assets and services solely for legitimate business
purposes of the Company and not for any unauthorized personal benefit or the
unauthorized personal benefit of anyone else. This prohibition is particularly
important as it relates to the Company's intellectual property assets.

      All employees, Executive Officers and Board Members should advance the
Company's legitimate interests when the opportunity to do so arises. You should
not take for yourself personal opportunities that are discovered through your
position with the Company or the use of property or information of the Company.

GIFTS AND GRATUITIES

      Gifts to Government Workers

      The use of Company funds or assets for gifts to or entertainment of
government officials or employees is prohibited, except to the extent such gifts
or entertainment are in compliance with applicable law, nominal in amount (not
to exceed $100 in value or such lesser amount as permitted under applicable
law), and not given in consideration or expectation of any action by the
recipient.

      Receipt of Gifts from Others

      Employees, Executive Officers and Board Members must not accept, or permit
any close relative to accept, any overly lavish gifts, gratuities or other
favors from any customers, suppliers or others doing or seeking to do business
with the Company. However, traditional and customary entertainment expenses and
token gifts that are part of recognizing accomplishments or part of establishing
or fostering a relationship with the Company and facilitating a better
understanding

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of the Company's business through interaction with Company personnel are
permitted. Such gifts can include, but are not limited to, invitations to
dinners or sporting events, or lucite deal cubes often given by investment banks
after the closing of a transaction. Any gifts that are not of nominal value
should be returned immediately and reported to your supervisor. If immediate
return is not practical, they should be given to the Company for charitable
disposition or such other disposition as the Company believes appropriate in its
sole discretion.

      Bribes and Kickbacks

      Bribes and kickbacks are criminal acts and are strictly prohibited by law.
No Company employee or Executive Officer may offer, give, solicit or receive any
form of bribe or kickback anywhere in the world. Bribes shall be interpreted in
the broadest sense to include any type of preferential treatment secured by
providing, directly or indirectly, an individual or his or her family members or
associates with personal gain in relation to business conducted by or on behalf
of the Company.

ACCURACY OF BOOKS AND RECORDS AND PUBLIC REPORTS

      Employees, Executive Officers and Board Members must honestly and
accurately report all business transactions. You are responsible for the
accuracy of your records and reports. Accurate information is essential to the
Company's ability to meet legal and regulatory obligations.

      All Company books, records and accounts shall be maintained in accordance
with all applicable regulations and standards and accurately reflect the true
nature of the transactions they record. The financial statements of the Company
shall conform to generally accepted accounting rules and the Company's
accounting policies. No undisclosed or unrecorded account or fund shall be
established for any purpose. No false or misleading entries shall be made in the
Company's books or records for any reason, and no disbursement of corporate
funds or other corporate property shall be made without adequate supporting
documentation.

      It is the policy of the Company to provide full, fair, accurate, timely
and understandable disclosure in reports and documents filed with, or submitted
to, the Securities and Exchange Commission and in other public communications.

WAIVERS OF THIS CODE OF BUSINESS CONDUCT AND ETHICS

      Waivers for Employees

      While some of the policies contained in this Code must be strictly adhered
to and no exceptions can be allowed, in other cases exceptions may be possible.
Any employee who believes that an exception to any of these policies is
appropriate in his or her case should contact the General Counsel. The General
Counsel shall be responsible for maintaining a complete record of all requests
for exceptions to any of these policies and the disposition of such requests.

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      Waivers for Executive Officers and Board Members

      Any Executive Officer or Board Member who seeks an exception to any of
these policies should contact the Company's General Counsel. Any waiver of this
Code for Executive Officers or Board Members or any change to this Code that
applies to Executive Officers or Board Members may be made only by the Board of
Directors of the Company (or by a Committee of the Board of Directors, if
authorized by the Board of Directors) and may be publicly disclosed as required
by law or Nasdaq regulation.

REPORTING AND COMPLIANCE PROCEDURES

      Every employee, Executive Officer and Board Member has the responsibility
to ask questions, seek guidance, report suspected violations and express
concerns regarding compliance with this Code.

      Employee Reporting and Compliance Procedure

      Any employee who knows or believes that any other employee, Executive
Officer, Board Member or other representative of the Company has engaged or is
engaging in Company-related conduct that violates applicable law or this Code
should report such information to the General Counsel.

      Executive Officer and Board Member Reporting and Compliance Procedure

      Executive Officers and Board Members who know or believe that any other
employee, Executive Officer, Board Member or other representative of the Company
has engaged or is engaging in Company-related conduct that violates applicable
law or this Code should report such information to the Company's General
Counsel.

      General Reporting and Compliance Procedures

      You may report such conduct openly or anonymously without fear of
retaliation. The Company will not discipline, discriminate against or retaliate
against any employee, Executive Officer or Board Member who reports such conduct
in good faith, whether or not such information is ultimately proven to be
correct, or who cooperates in any investigation or inquiry regarding such
conduct.

      While we prefer that you identify yourself when reporting violations so
that we may follow up with you for additional information, as necessary, you can
also make an anonymous report with our General Counsel or our Audit Committee
(see Concerns Regarding Accounting or Audit Matters below).

      Upon receipt of an alleged violation of this Code, the Company shall, as
appropriate, (a) evaluate such information, (b) if the alleged violation
involves an Executive Officer or a Board Member, inform the Chief Executive
Officer and Board of Directors of the alleged violation, (c) determine whether
it is necessary to conduct an informal inquiry or a formal investigation and, if
so, initiate such inquiry or investigation and (d) report the results of any
such inquiry or investigation, together with a recommendation as to disposition
of the matter, to the Chief Executive Officer for action, or if the alleged
violation involves an Executive Officer or a Board

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Member, report the results of any such inquiry or investigation to the Board of
Directors or a committee thereof. Employees, Executive Officers and Board
Members are expected to cooperate fully with any inquiry or investigation by the
Company regarding an alleged violation of this Code. Failure to cooperate with
any such inquiry or investigation may result in disciplinary action, up to and
including discharge.

      With respect to suspected violations by employees, the General Counsel
shall determine whether violations of this Code have occurred and, if so, shall
determine the disciplinary measures to be taken. In the event that the alleged
violation involves an Executive Officer or a Board Member, the Chief Executive
Officer and the Board of Directors (or a committee thereof), respectively, shall
determine whether a violation of this Code has occurred and, if so, shall
determine the disciplinary measures to be taken against such Executive Officer
or Board Member.

      Failure to comply with the standards outlined in this Code will result in
disciplinary action including, but not limited to, reprimands, warnings,
probation or suspension without pay, demotions, reductions in salary, discharge
and restitution. Certain violations of this Code may require the Company to
refer the matter to the appropriate criminal or civil authorities for
investigation or prosecution. Moreover, any supervisor who directs or approves
of any conduct in violation of this Code, or who has knowledge of such conduct
and does not immediately report it, also will be subject to disciplinary action,
up to and including discharge.

CONCERNS REGARDING ACCOUNTING OR AUDIT MATTERS

      Employees with concerns regarding questionable accounting or auditing
matters or complaints regarding accounting, internal accounting controls or
auditing matters may confidentially, and anonymously if they wish (at
auditcommittee@clda.com), submit such concerns or complaints to the Chief
Financial Officer, the General Counsel or directly to the Audit Committee, as
described in the Company's Policy on Providing Information with Respect to
Alleged Suspected Corporate and Accounting/Auditing Irregularities, which can be
found in the Employee Handbook, which is posted on the Company's Intranet.

      The Audit Committee will evaluate the merits of any complaints received by
it and authorize such follow-up actions, if any, as it deems necessary or
appropriate to address the substance of the complaint.

      The Company will not discipline, discriminate against or retaliate against
any employee who reports a complaint or concern (unless the employee is found to
have knowingly and willfully made a false report).

DISSEMINATION AND AMENDMENT

      This Code shall be distributed to each employee, Executive Officer and
Board Member of the Company. All employees, Executive Officers and Board Members
shall be required to certify that he or she has received, read and understood
the Code and has complied with its terms by completing the attached
certification and forwarding it to the General Counsel.

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      The Company reserves the right to amend, alter or terminate this Code at
any time for any reason. The most current version of this Code can be found in
the Employee Handbook, which is posted on the Company's Intranet.

      This document is not an employment contract between the Company and any of
its employees, Executive Officers or Board Members and does not alter the
Company's at-will employment policy.

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                                  CERTIFICATION

I, ______________________________ do hereby certify that:
         (Print Name Above)

      1.    I have received and carefully read the Code of Business Conduct and
Ethics of Clinical Data, Inc.

      2.    I understand the Code of Business Conduct and Ethics.

      3.    I have complied and will continue to comply with the terms of the
Code of Business Conduct and Ethics.

Date: _____________________________           __________________________________
                                                          (Signature)

EACH EMPLOYEE, EXECUTIVE OFFICER AND BOARD MEMBER IS REQUIRED TO SIGN, DATE AND
RETURN THIS CERTIFICATION TO THE COMPANY'S GENERAL COUNSEL WITHIN 30 DAYS OF
ISSUANCE. FAILURE TO DO SO MAY RESULT IN DISCIPLINARY ACTION.

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                   CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER
                          AND SENIOR FINANCIAL OFFICERS

      Clinical Data, Inc. (the "Company") has a Code of Business Conduct and
Ethics applicable to all Board Members, Executive Officers and employees of the
Company (as such terms are defined in the Code). The Chief Executive Officer and
all senior financial officers, including the Chief Financial Officer, are bound
by the provisions set forth therein relating to ethical conduct, conflicts of
interest and compliance with law. In addition to the Code of Business Conduct
and Ethics, the Chief Executive Officer and senior financial officers are
subject to the following additional specific policies:

      1.    The Chief Executive Officer and all senior financial officers are
            responsible for full, fair, accurate, timely and understandable
            disclosure in the periodic reports required to be filed by the
            Company with the Securities and Exchange Commission. Accordingly, it
            is the responsibility of the Chief Executive Officer and each senior
            financial officer promptly to bring to the attention of the Chair of
            the Audit Committee or Chief Executive Officer any material
            information of which he or she may become aware that affects the
            disclosures made by the Company in its public filings or otherwise
            assist the Chair of the Audit Committee or Chief Executive Officer
            in fulfilling his responsibility to, among other things, assist the
            Company in designing and evaluating its disclosure controls and
            procedures.

      2.    The Chief Executive Officer and each senior financial officer shall
            promptly bring to the attention of the Chair of the Audit Committee
            any information he or she may have concerning (a) significant
            deficiencies in the design or operation of internal controls that
            could adversely affect the Company's ability to record, process,
            summarize and report financial data or (b) any fraud, whether or not
            material, that involves management or other employees who have a
            significant role in the Company's financial reporting, disclosure or
            internal controls.

      3.    The Chief Executive Officer and each senior financial officer shall
            promptly bring to the attention of the General Counsel or the Chief
            Financial Officer any information he or she may have concerning any
            violation of the Company's Code of Business Conduct and Ethics,
            including any actual or apparent conflicts of interest between
            personal and professional relationships, involving any management or
            other employees who have a significant role in the Company's
            financial reporting, disclosures or internal controls.

      4.    The Chief Executive Officer and each senior financial officer shall
            promptly bring to the attention of the General Counsel or the Chief
            Financial Officer any information he or she may have concerning
            evidence of a material violation of the securities or other laws,
            rules or regulations applicable to the Company and the operation of
            its business, by the Company or any agent thereof, or of violation
            of the Code of Business Conduct of Ethics or of these additional
            procedures.

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      5.    The Board of Directors (or a committee thereof with delegated
            authority) shall determine, or designate appropriate persons to
            determine, appropriate actions to be taken in the event of
            violations of the Code of Business Conduct and Ethics or of these
            additional procedures by the Chief Executive Officer or the
            Company's senior financial officers. Such actions shall be
            reasonably designed to deter wrongdoing and to promote
            accountability for adherence to the Code of Business Conduct and
            Ethics and to these additional procedures, and shall include written
            notices to the individual involved that the Board has determined
            that there has been a violation, censure by the Board, demotion or
            re-assignment of the individual involved, suspension with or without
            pay or benefits (as determined by the Board) and termination of the
            individual's employment. In determining what action is appropriate
            in a particular case, the Board of Directors or such designee shall
            take into account all relevant information, including the nature and
            severity of the violation, whether the violation was a single
            occurrence or repeated occurrences, whether the violation appears to
            have been intentional or inadvertent, whether the individual in
            question had been advised prior to the violation as to the proper
            course of action and whether or not the individual in question had
            committed other violations in the past.

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