exv4w2






Exhibit 4.2




CLINICAL DATA, INC.

CONTINGENT VALUE RIGHTS TO RECEIVE SHARES OF COMMON STOCK




This Certifies 

That, For 

Value Received,




or its permitted

assigns, is the

registered holder of




     Contingent Value Rights (“CVRs”). Each CVR entitles the holder thereof to receive from
Clinical Data, Inc., a Delaware corporation (“Parent”), subject to the terms and conditions set
forth hereinafter and in the Continent Value Rights Agreement, dated May 28, 2009, between Parent
and American Stock Transfer and Trust Co. (“CVR Agreement”), shares (the “CVR Shares”) of Parent’s
common stock, $0.01 par value per share (the “Common Stock”) on the Milestone Date (as defined in
the CVR Agreement) as calculated in accordance with the CVR Agreement.



     REFERENCE IS MADE TO THE PROVISIONS OF THIS CVR CERTIFICATE SET FORTH ON THE REVERSE SIDE
HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET
FORTH ON THE FRONT OF THIS CERTIFICATE.



     This CVR Certificate shall be governed by and construed in accordance with the laws of the
State of Delaware.



     In Witness Whereof, Parent has caused this CVR Certificate to be executed by its duly
authorized officer.



	 	 	 	 	 	 	 
	DATED: 	 	 CLINICAL DATA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Caesar J. Belbel
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Caesar J. Belbel	 	 
	 

	 	Title:
	 	Executive Vice President,	 	 
	 

	 	 	 	Chief Legal Officer & Secretary	 	 











 









 






     This CVR Certificate is subject to all of the terms, provisions and conditions of the
Contingent Value Rights Agreement, dated as of May 28, 2009 (the “CVR Agreement”), between Parent
and the Rights Agent, to all of which terms, provisions and conditions the registered holder of the
CVR consents by acceptance hereof. The CVR Agreement and certain definitions included in the
Agreement and Plan of Merger, dated as of October 27, 2008, as amended (the “Merger Agreement”), by
and among Parent, API Acquisition Sub II, LLC and Avalon Pharmaceuticals, Inc. are incorporated
herein by reference and made part hereof and reference is made to the CVR Agreement and the Merger
Agreement for a full description of the rights, limitations of rights, obligations, duties and
immunities of the Rights Agent, Parent and the holders of the CVR Certificates. Copies of the CVR
Agreement and the Merger Agreement are available for inspection at the principal office of the
Rights Agent or may be obtained upon written request addressed to the Rights Agent at its principal
office at 6201 15th Avenue, Brooklyn, NY 11219.



     Parent shall not be required upon maturity of the CVRs evidenced by this CVR Certificate to
issue fractional shares, but shall make adjustment therefor in cash as provided in the CVR
Agreement.



     Parent has filed and caused to become effective a registration statement under the Securities
Act of 1933, as amended, covering the CVRs and CVR Shares and has agreed to register or qualify the
CVRs and the CVR Shares to be delivered upon maturity of the CVRs under the laws of each
jurisdiction in which such registration or qualification is necessary.



     THIS CVR CERTIFICATE IS NOT TRANSFERABLE OR ASSIGNABLE OTHER THAN (1) ON DEATH BY WILL OR
INTESTACY; (2) TO AN INTER VIVOS OR TESTAMENTARY TRUST IN WHICH THE CVRs ARE TO BE PASSED TO
BENEFICIARIES UPON THE DEATH OF THE TRUSTEE, (3) PURSUANT TO A COURT ORDER; (4) IF THE HOLDER IS A
PARTNERSHIP, FROM THE TRANSFERRING PARTNERSHIP TO ITS PARTNERS OR FORMER PARTNERS IN ACCORDANCE
WITH THEIR PARTNERSHIP INTERESTS; (5) IF THE HOLDER IS A LIMITED LIABILITY COMPANY, FROM THE
DISTRIBUTING LIMITED LIABILITY COMPANY TO ITS MEMBERS OR FORMER MEMBERS IN ACCORDANCE WITH THEIR
INTEREST IN THE LIMITED LIABILITY COMPANY, OR (6) BY OPERATION OF LAW (INCLUDING A CONSOLIDATION OR
MERGER) OR IN CONNECTION WITH THE DISSOLUTION OF ANY CORPORATION OR OTHER ENTITY.



     The holder of this CVR Certificate shall not, by virtue hereof, be entitled to any of the
rights of a stockholder in Parent, either at law or in equity, and the rights of the holder are
limited to those expressed in the CVR Agreement.



     Every holder of this CVR Certificate, by accepting the same, consents and agrees with Parent,
the Rights Agent and with every other holder of a CVR Certificate that Parent and the Rights Agent
may deem and treat the person in whose name this CVR Certificate is registered as the absolute
owner hereof (notwithstanding any notation of ownership or other writing hereon made by anyone
other than Parent or the Rights Agent) for all purposes whatsoever and neither Parent nor the
Rights Agent shall be affected by any notice to the contrary.



     This CVR Certificate shall not be valid or obligatory for any purpose until it shall have been
countersigned by the Rights Agent.



     The CVR Agreement and this CVR Certificate shall be governed by and construed in accordance
with the laws of the State of New York without regard to its rules of conflict of laws.



     The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:



TEN COM, as tenants in common




TEN ENT, as tenants by the entireties




JT TEN, as joint tenants with right of survivorship and not as tenants in common




COM PROP, as community property




UNIF GIFT MIN ACT,                      Custodian                      (Cust) (Minor) under Uniform Gifts to Minors
Act                                          (State)



Additional abbreviations may also be used though not in the above list.




     For value received                      hereby sell, assign and transfer unto
                                         Shares represented by the within Certificate, and do hereby
irrevocably constitute and appoint                                          Attorney to transfer the said Shares
on the books of the within named Corporation with full power of substitution in the premises.



Dated                                         




	 	 	 	 	 
	In
the presence of