CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 3rd, 2009 • Clinical Data Inc • Laboratory analytical instruments • New York
Contingent Value Rights Agreement, dated May 28, 2009, by and among Clinical Data, Inc. (“Parent”), a Delaware corporation, and American Stock Transfer and Trust Co., a New York corporation, as Rights Agent (the “Rights Agent”), in favor of each person (a “Holder”) who from time to time holds one or more Contingent Value Rights (the “CVRs”) to receive a number of shares of Parent common stock, $0.01 par value per share (the “Parent Common Stock”), in the amounts and subject to the terms and conditions set forth herein. A registration statement on Form S-4 (No. 333-156011) (the “Registration Statement”) with respect to, among other securities, the CVRs, has been prepared and filed by Parent with the Securities and Exchange Commission (the “Commission”) and has become effective in accordance with the Securities Act of 1933 (the “Act”). This Agreement is entered into in connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated as of October 27, 200
