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                                                                    EXHIBIT 10.6

                          STOCK OPTION GRANT NOTICE AND

                             STOCK OPTION AGREEMENT

      Clinical Data, Inc. (the "Company") grants to the holder listed below
("Participant") an option to purchase the number of shares of the Company's
common stock, par value $0.01 ("Shares") set forth below (the "Option") under
its 2005 Equity Incentive Plan (the "Plan"). The Option is subject to all of the
terms and conditions set forth in this Notice and in the Stock Option Agreement
attached as Exhibit A (the "Stock Option Agreement") and the Plan, which are
incorporated herein by reference. Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Grant Notice
and the Stock Option Agreement.

Participant:                  _________________________________________

Grant Date:                   _________________________________________

Total Number of Shares
Subject to the Option:        _________________________________________

Exercise Price per Share:     _________________________________________

Total Exercise Price:         _________________________________________

Expiration Date:              _________________________________________

Type of Option:               Incentive Stock Option / Nonstatutory Stock Option

Vesting Schedule:             _________________________________________

      By signing below, Participant agrees to be bound by the terms and
conditions of the Plan, the Stock Option Agreement and this Grant Notice.
Participant has reviewed the Stock Option Agreement, the Plan and this Grant
Notice in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Grant Notice and fully understands all provisions of
this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Administrator of the Plan upon any questions arising
under the Plan or relating to the Option.

__________________________                            __________________________
Company                                               Participant

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                                    EXHIBIT A

                          To Stock Option Grant Notice

                             Stock Option Agreement

      The Company has granted to Participant an option under the Company's 2005
Equity Incentive Plan (the "Plan") to purchase the number of Shares indicated in
the attached Stock Option Grant Notice (the "Grant Notice").

                                    ARTICLE 1

                                     General

      1.1   Defined Terms. Capitalized terms not specifically defined herein
shall have the meanings specified in the Plan and the Grant Notice.

      1.2   Incorporation of Terms of Plan. The Option is subject to the terms
and conditions of the Plan which are incorporated herein by reference.

                                   ARTICLE 2

                                 Grant of Option

      2.1   Grant of Option. In consideration of Participant's past and/or
continued employment with or service to the Company or an Affilate and for other
good and valuable consideration, effective as of the Grant Date set forth in the
Grant Notice (the "Grant Date"), the Company irrevocably grants to Participant
the Option to purchase any part or all of an aggregate of the number of Shares
set forth in the Grant Notice, upon the terms and conditions set forth in the
Plan and this Agreement. Unless designated as a Nonstatutory Stock Option in the
Grant Notice, the Option shall be an Incentive Stock Option to the maximum
extent permitted by law.

      2.2   Exercise Price. The exercise price of the Shares subject to the
Option shall be as set forth in the Grant Notice, without commission or other
charge; provided, however, that the price per share of the Shares subject to the
Option shall not be less than 100% of the Fair Market Value of a Share on the
Grant Date. Notwithstanding the foregoing, if this Option is designated as an
Incentive Stock Option and Participant owns (within the meaning of Section
424(d) of the Code) more than 10% of the total combined voting power of all
classes of stock of the Company or any "subsidiary corporation" of the Company
or any "parent corporation" of the Company (each within the meaning of Section
424 of the Code), the price per share of the Shares subject to the Option shall
not be less than 110% of the Fair Market Value of a Share on the Grant Date.

      2.3   Consideration to the Company. In consideration of the grant of the
Option by the Company, Participant agrees to render faithful and efficient
services to the Company and its Affiliates. Nothing in the Plan or this
Agreement shall confer upon Participant any right to continue in the employ or
service of the Company or any Affiliate or shall interfere with or restrict in
any way the rights of the Company and its Affiliates, which rights are hereby
expressly reserved, to

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discharge or terminate the services of Participant at any time for any reason
whatsoever, with or without cause, except to the extent expressly provided
otherwise in a written agreement between the Company or its Affiliates and a
Participant.

                                    ARTICLE 3

                            Period of Exercisability

      3.1   Commencement of Exercisability.

            (a)   Subject to Sections 3.3, 5.7, 5.9, and 5.14, the Option shall
become vested and exercisable in such amounts and at such times as are set forth
in the Grant Notice.

            (b)   No portion of the Option that has not become vested and
exercisable at the date of Participant's Termination of Service shall thereafter
become vested and exercisable, except as may be otherwise provided by the
Administrator or as set forth in a written agreement between the Company and
Participant.

      3.2   Duration of Exercisability. The installments provided for in the
vesting schedule set forth in the Grant Notice are cumulative. Each such
installment which becomes vested and exercisable pursuant to the vesting
schedule set forth in the Grant Notice shall remain vested and exercisable until
it becomes unexercisable under Section 3.3.

      3.3   Expiration of Option. The Option may not be exercised to any extent
by anyone after the first to occur of the following events:

            (a)   The expiration of ten years from the Grant Date;

            (b)   If this Option is designated as an Incentive Stock Option and
Participant owned (within the meaning of Section 424(d) of the Code), at the
time the Option was granted, more than 10% of the total combined voting power of
all classes of stock of the Company or any "subsidiary corporation" of the
Company or any "parent corporation" of the Company (each within the meaning of
Section 424 of the Code), the expiration of five years from the Grant Date;

            (c)   The expiration of three months from the date of Participant's
Termination of Service, unless such termination occurs by reason of
Participant's death, Disability or Participant's discharge for cause;

            (d)   The expiration of one year from the date of Participant's
Termination of Service by reason of Participant's death or Disability; or

            (e)   The date of Participant's Termination of Service by the
Company or any of its Affiliates by reason of Participant's discharge for cause;

            (f)   Notwithstanding the foregoing, immediately prior to
a Change of Control (as defined in Section 5.14 of this Agreement) the

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unvested Options hereunder held by the Participant shall become 100% vested.
Following a Change of Control and following the Participant's subsequent
Termination of Service, the Options held by the Participant upon a Change of
Control shall expire upon the twelve month anniversary of the consummation of
such a Change of Control. Participant acknowledges that an Incentive Stock
Option exercised more than three months after Participant's Termination of
Employment, other than by reason of death or Disability, will be taxed as a
Nonstatutory Stock Option.

      3.4   Special Tax Consequences. Participant acknowledges that, to the
extent that the aggregate Fair Market Value (determined as of the time the
Option is granted) of all Shares with respect to which Incentive Stock Options,
including the Option, are exercisable for the first time by Participant in any
calendar year exceeds $100,000, the Option and such other options shall be
Nonstatutory Stock Options to the extent necessary to comply with the
limitations imposed by Section 422(d) of the Code. Participant further
acknowledges that the rule set forth in the preceding sentence shall be applied
by taking the Option and other Incentive Stock Options into account in the order
in which they were granted, as determined under Section 422(d) of the Code and
the Treasury Regulations thereunder.

                                    ARTICLE 4

                               Exercise of Option

      4.1   Person Eligible to Exercise. Except as provided in Sections 5.2(b)
and 5.2(c), during the lifetime of Participant, only Participant may exercise
the Option or any portion thereof. After the death of Participant, any
exercisable portion of the Option may, prior to the time when the Option becomes
unexercisable under Section 3.3, be exercised by Participant's personal
representative or by any person empowered to do so under the deceased
Participant's will or under the then applicable laws of descent and
distribution.

      4.2   Partial Exercise. Any exercisable portion of the Option or the
entire Option, if then wholly exercisable, may be exercised in whole or in part
at any time prior to the time when the Option or portion thereof becomes
unexercisable under Section 3.3.

      4.3   Manner of Exercise. The Option, or any exercisable portion thereof,
may be exercised solely by delivery to the Secretary of the Company or the
Secretary's office of all of the following prior to the time when the Option or
such portion thereof becomes unexercisable under Section 3.3:

            (a)   An Exercise Notice electronically or in writing signed by
Participant or any other person then entitled to exercise the Option or portion
thereof, stating that the Option or portion thereof is thereby exercised, such
notice complying with all applicable rules established by the Administrator.
Such notice shall be substantially in the form attached as Exhibit B to the
Grant Notice (or such other form as is prescribed by the Administrator);

            (b)   The receipt by the Company of full payment for the Shares with
respect to which the Option or portion thereof is exercised, including payment
of any applicable withholding tax, which may be in one or more of the forms of
consideration permitted under Section 4.4;

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            (c)   A bona fide written representation and agreement, in such form
as is prescribed by the Administrator, signed by Participant or the other person
then entitled to exercise such Option or portion thereof, stating that the
Shares are being acquired for Participant's own account, for investment and
without any present intention of distributing or reselling said Shares or any of
them except as may be permitted under the Securities Act of 1933 (the
"Securities Act") and then applicable rules and regulations thereunder and any
other applicable law, and that Participant or other person then entitled to
exercise such Option or portion thereof will indemnify the Company against and
hold it free and harmless from any loss, damage, expense or liability resulting
to the Company if any sale or distribution of the Shares by such person is
contrary to the representation and agreement referred to above. The
Administrator may, in its absolute discretion, take whatever additional actions
it deems appropriate to ensure the observance and performance of such
representation and agreement and to effect compliance with the Securities Act
and any other federal or state securities laws or regulations and any other
applicable law. Without limiting the generality of the foregoing, the
Administrator may require an opinion of counsel acceptable to it to the effect
that any subsequent transfer of Shares acquired on an Option exercise does not
violate the Securities Act, and may issue stop-transfer orders covering such
Shares. Share certificates evidencing Shares issued on exercise of the Option
shall bear an appropriate legend referring to the provisions of this subsection
(c) and the agreements herein. The written representation and agreement referred
to in the first sentence of this subsection (c) shall, however, not be required
if the Shares to be issued pursuant to such exercise have been registered under
the Securities Act, and such registration is then effective in respect of such
Shares; and

            (d)   In the event the Option or portion thereof shall be exercised
under Section 4.1 by any person or persons other than Participant, appropriate
proof of the right of such person or persons to exercise the Option.

      4.4   Method of Payment. Payment of the exercise price shall be by any of
the following, or a combination thereof, at the election of the Participant:

            (a)   by cash, check, or other cash equivalent approved by the
Administrator;

            (b)   by the tendering of other Shares to the Company or the
attestation to the ownership of the Shares that otherwise would be tendered to
the Company in exchange for the Company's reducing the number of Shares issuable
upon the exercise of the Option. Shares tendered or attested to in exchange for
Shares issued under the plan must be held by the Service Provider for at least
six months prior to their tender or their attestation to the Company and may not
be shares of Restricted Stock at the time they are tendered or attested to. The
Administrator shall determine acceptable methods for tendering or attesting to
Shares to exercise an Option under the Plan and may impose such limitations and
prohibitions on the use of Shares to exercise Options as it deems appropriate.
For purposes of determining the amount of the Option price satisfied by
tendering or attesting to Shares, such Shares shall be valued at their Fair
Market Value on the date of tender or attestation, as applicable; or

            (c)   by using such other methods of payment that the Administrator,
at its discretion, deems appropriate from time to time.

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      4.5   Conditions to Issuance of Stock Certificates. The Shares deliverable
upon the exercise of the Option, or any portion thereof, may be either
previously authorized but unissued Shares or issued Shares which have then been
reacquired by the Company. Such Shares shall be fully paid and nonassessable.
The Company shall not be required to issue or deliver any Shares purchased upon
the exercise of the Option or portion thereof prior to fulfillment of all of the
following conditions:

            (a)   The admission of such Shares to listing on all stock exchanges
on which such Shares are then listed;

            (b)   The completion of any registration or other qualification of
such Shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory
body, which the Administrator shall, in its absolute discretion, deem necessary
or advisable;

            (c)   The obtaining of any approval or other clearance from any
state or federal governmental agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable;

            (d)   The receipt by the Company of full payment for such Shares,
including payment of any applicable withholding tax, which may be in one or more
of the forms of consideration permitted under Section 4.4; and

            (e)   The lapse of such reasonable period of time following the
exercise of the Option as the Administrator may from time to time establish for
reasons of administrative convenience.

      4.6   Rights as Stockholder. The holder of the Option shall not be, nor
have any of the rights or privileges of, a stockholder of the Company in respect
of any Shares purchasable upon the exercise of any part of the Option unless and
until such Shares shall have been issued by the Company to such holder (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 2.3 of the Plan.

                                    ARTICLE 5

                                Other Provisions

      5.1   Administration. The Administrator shall have the power to interpret
the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret, amend or revoke any such rules. All actions taken and all
interpretations and determinations made by the Administrator in good faith shall
be final and binding upon Participant, the Company and all other interested
persons. No member of the Administrator shall be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan, this Agreement or the Option.

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      5.2   Option Not Transferable.

            (a)   Subject to Section 5.2(b), the Option may not be sold,
pledged, assigned or transferred in any manner other than by will or the laws of
descent and distribution, unless and until the Shares underlying the Option have
been issued, and all restrictions applicable to such Shares have lapsed. Neither
the Option nor any interest or right therein shall be liable for the debts,
contracts or engagements of Participant or his or her successors in interest or
shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law by judgment, levy, attachment, garnishment
or any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect, except to
the extent that such disposition is permitted by the preceding sentence.

            (b)   Notwithstanding any other provision in this Agreement, with
the consent of the Administrator and to the extent the Option is not intended to
qualify as an Incentive Stock Option, the Option may be transferred to one or
more members of the Participant's immediate family, to trusts for the benefit of
such family members, or to partnerships in which such family members are the
only partners, or to limited liability companies in which such family members
are the only members (each a "Permitted Transferee"), provided that the
Permitted Transferee agrees in writing with the Company to be bound by all of
the terms and conditions of the Plan and this Option Agreement.

            (c)   Unless transferred to a Permitted Transferee in accordance
with Section 5.2(b), during the lifetime of Participant, only the Participant
may exercise the Option or any portion thereof. Subject to such conditions and
procedures as the Administrator may require, a Permitted Transferee may exercise
the Option or any portion thereof during Participant's lifetime. After the death
of Participant, any exercisable portion of the Option may, prior to the time
when the Option becomes unexercisable under Section 3.3, be exercised by
Participant's personal representative or by any person empowered to do so under
the deceased Participant's will or under the then applicable laws of descent and
distribution.

      5.3   Restrictive Legends and Stop-Transfer Orders.

            (a)   The share certificate or certificates evidencing the Shares
purchased hereunder shall be endorsed with any legends that may be required by
state or federal securities laws.

            (b) Participant agrees that, in order to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate "stop
transfer" instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations to the same
effect in its own records.

            (c)   Company shall not be required: (i) to transfer on its books
any Shares that have been sold or otherwise transferred in violation of any of
the provisions of this Agreement, or (ii) to treat as owner of such Shares or to
accord the right to vote or pay dividends to any purchaser or other transferee
to whom such Shares shall have been so transferred.

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      5.4   Shares to Be Reserved. The Company shall at all times during the
term of the Option reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of this Agreement.

      5.5   Notices. Any notice to be given under the terms of this Agreement to
the Company shall be addressed to the Company in care of the Secretary of the
Company at the address given beneath the signature of the Company's authorized
officer on the Grant Notice, and any notice to be given to Participant shall be
addressed to Participant at the address given beneath Participant's signature on
the Grant Notice. By a notice given pursuant to this Section 5.5, either party
may hereafter designate a different address for notices to be given to that
party.

      5.6   Titles. Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this Agreement.

      5.7   Stockholder Approval. The Plan will be submitted for approval by the
Company's stockholders within twelve months after the date the Plan was
initially adopted by the Board. The Option may not be exercised to any extent by
anyone prior to the time when the Plan is approved by the stockholders, and if
such approval has not been obtained by the end of said twelve month period, the
Option shall thereupon be canceled and become null and void.

      5.8   Governing Law; Severability. This Agreement shall be administered,
interpreted and enforced under the laws of the State of Delaware, without regard
to the conflicts of law principles thereof. Should any provision of this
Agreement be determined by a court of law to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain
enforceable.

      5.9   Conformity to Securities Laws. Participant acknowledges that the
Plan is intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, and state
securities laws and regulations. Notwithstanding anything herein to the
contrary, the Plan shall be administered, and the Option is granted and may be
exercised, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law, the Plan and this
Agreement shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.

      5.10  Amendments. This Agreement may not be modified, amended or
terminated except by an instrument in writing, signed by Participant or such
other person as may be permitted to exercise the Option pursuant to Section 4.1
and by a duly authorized representative of the Company.

      5.11  Successors and Assigns. The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company. Subject to
the restrictions on transfer herein set forth in Section 5.2, this Agreement
shall be binding upon Participant and his or her heirs, executors,
administrators, successors and assigns.

      5.12  Notification of Disposition. If this Option is designated as an
Incentive Stock Option, Participant shall give prompt notice to the Company of
any disposition or other transfer of any Shares acquired under this Agreement if
such disposition or transfer is made (a) within two years

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from the Grant Date with respect to such Shares or (b) within one year after the
transfer of such Shares to him. Such notice shall specify the date of such
disposition or other transfer and the amount realized, in cash, other property,
assumption of indebtedness or other consideration, by Participant in such
disposition or other transfer.

      5.13  Limitations Applicable to Section 16 Persons. Notwithstanding any
other provision of the Plan or this Agreement, if Participant is subject to
Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, this Agreement shall be deemed
amended to the extent necessary to conform to such applicable exemptive rule.

      5.14  Change of Control. A Change of Control means the consummation of or
entering into by the Company of any agreement, contract, plan or understanding
with respect to (i) the merger, consolidation or reorganization of the Company
into or with another corporation in a business combination transaction in which
the Company is the target of such transaction (except one in which the holders
of capital stock of the Company immediately prior to such merger, consolidation
or reorganization continue to beneficially own (within the meaning of Rule 13d-3
of the Exchange Act) at least a majority of the voting power of the capital
stock of the surviving corporation), (ii) any sale, lease or transfer of all or
substantially all of the capital stock, assets or intellectual property of the
Company (except (A) to an entity majority-owned or controlled by the Company or
by any of the holders of capital stock of the Company, or (B) in any transaction
structured as a spin-off or divestiture of assets or intellectual property of
the Company or its subsidiaries ), (iii) any other transaction other than an
equity financing transaction or series of related equity financing transactions
pursuant to or as a result of which an individual, entity or group (within the
meaning of Sections 13(d)(3) or 14(d)(2) of the Act) acquires or beneficially
owns capital stock of the Company representing a majority of the Company's
outstanding voting power, or (iv) a complete or substantial liquidation or
dissolution of the Company. In the event of any interpretation of this
definition, the Board of Directors of the Company, upon advice of legal counsel,
shall have final and conclusive authority, so long as such authority is
exercised in good faith. In the event of a Change of Control, the Company, the
Board, or the board of directors of any corporation assuming the obligations of
the Company may, in its discretion, take any one or more of the following
actions:

            (a)   provide that the Option shall be assumed, or an equivalent
option shall be substituted, by the acquiring or succeeding corporation (or its
Affiliate);

            (b)   upon written notice to the Participant, provide that any
unexercised portion of the Option will terminate immediately prior to the
consummation of the Change of Control, unless exercised by the Participant
within a specified period following the date of such notice;

            (c)   terminate the Option in exchange for a cash payment equal to
the excess of the Fair Market Value of the Shares subject to the Option (to the
extent then exercisable) over the exercise price thereof;

            (d)   terminate the Option in exchange for the right to participate
in any stock option or other employee benefit plan of any successor corporation
(giving proper credit for the

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portion of the Option, which has otherwise vested and become exercisable prior
to any such Change of Control;

            (e)   in the event of a merger under the terms of which holders of
Shares will receive upon consummation thereof a cash payment for each Share
surrendered in the merger (the "Merger Price"), make or provide for a cash
payment to the Participant equal to the difference between (x) the Merger Price
times the number of Shares subject to the Option (to the extent then exercisable
at prices not in excess of the Merger Price) and (y) the aggregate exercise
price of the Option in exchange for the termination of the Option; or

            (f)   provide that the Option shall become exercisable in full
immediately prior to such Change of Control.

      5.15  Entire Agreement. The Plan and this Agreement (including all
Exhibits hereto) constitute the entire agreement of the parties and supersede in
their entirety all prior undertakings and agreements of the Company and
Participant with respect to the subject matter hereof.

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                                    EXHIBIT B

                          To Stock Option Grant Notice

                             Form of Exercise Notice

      Effective as of today, _____________, 20__, the undersigned
("Participant") hereby elects to exercise Participant's option to purchase the
number of shares of common stock specified below (the "Shares") of Clinical Data
Inc., a Delaware corporation (the "Company"), under and pursuant to the 2005
Equity Incentive Plan (the "Plan") and the Stock Option Grant Notice and Stock
Option Agreement dated as of (the "Option Agreement"). Capitalized terms used
herein without definition shall have the meanings given in the Plan and, if not
defined in the Plan, the Option Agreement.

Grant Date:                                        _____________________________

Number of Shares as to which Option is Exercised:  _____________________________

Exercise Price per Share:                          _____________________________

Total Exercise Price:                              _____________________________

Certificate to be issued in name of:               _____________________________

Payment delivered:                                 $ ___________________________
(Representing herewith:  the full exercise
price for the Shares, as well as any applicable
withholding tax)

Form of Payment:
                                                   _____________________________
                                                   (Please Specify)

Type of Option:  [  ] Incentive Stock Option       [ ] Nonstatutory Stock Option

      Participant acknowledges that Participant has received, read and
understood the Plan and the Option Agreement. Participant agrees to abide by and
be bound by their terms and conditions. Participant understands that Participant
may suffer adverse tax consequences as a result of Participant's purchase or
disposition of the Shares. Participant represents that Participant has consulted
with any tax consultants Participant deems advisable in connection with the
purchase or disposition of the Shares and that Participant is not relying on the
Company for any tax advice. The Plan and Option Agreement are incorporated
herein by reference. This Agreement, the Plan and the Option Agreement
constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and Participant with
respect to the subject matter hereof.

By: ________________________________           Accepted: _______________________
    [_______________________________]                 By: ______________________

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