REGISTRATION RIGHTS AGREEMENT



     This Registration Rights Agreement (this "Agreement") is made and entered

into as of August 31, 2006, by and between Clinical Data, Inc., a Delaware

corporation (the "Company"), and Laurus Master Fund, Ltd. (the "Purchaser").



     This Agreement is made pursuant to the Securities Purchase Agreement, dated

as October 19, 2004 and amended and restated as of the date hereof, among the

Purchaser, Icoria, Inc. and the Company (as amended, modified or supplemented

from time to time, the "Securities Purchase Agreement"), and pursuant to the

Note and the Warrants referred to therein.



     The Company and the Purchaser hereby agree as follows:



     1. DEFINITIONS. Capitalized terms used and not otherwise defined herein

that are defined in the Securities Purchase Agreement shall have the meanings

given such terms in the Securities Purchase Agreement. As used in this

Agreement, the following terms shall have the following meanings:



          "Commission" means the Securities and Exchange Commission.



          "Common Stock" means shares of the Company's common stock, par value

$0.01 per share.



          "Effectiveness Date" means (i) with respect to the initial

Registration Statement required to be filed hereunder, a date no later than one

hundred twenty (120) days following the date hereof and (ii) with respect to

each additional Registration Statement required to be filed hereunder (if any),

a date no later than thirty (30) days following the applicable Filing Date.



          "Effectiveness Period" has the meaning set forth in Section 2(a).



          "Exchange Act" means the Securities Exchange Act of 1934, as amended,

and any successor statute.



          "Filing Date" means, with respect to (i) the Registration Statement

required to be filed hereunder in respect of the shares of Common Stock issuable

upon conversion of the Note, a date no later than sixty (60) days following the

date hereof, (ii) the shares of Common Stock issuable upon exercise of any

Warrant, the date which is sixty (60) days after the date of the issuance of

such Warrant, and (iii) the shares of Common Stock issuable to the Holder as a

result of adjustments to the Fixed Conversion Price or Exercise Price, as the

case may be, made pursuant to the Note or the Warrant or otherwise, forty five

(45) days after the occurrence such event or the date of the adjustment of the

Fixed Conversion Price or Exercise Price, as the case may be.



          "Holder" or "Holders" means the Purchaser or any of its affiliates or

transferees to the extent any of them hold Registrable Securities, other than

those purchasing Registrable Securities in a market transaction.



Registration Rights Agreement



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          "Indemnified Party" has the meaning set forth in Section 5(c).



          "Indemnifying Party" has the meaning set forth in Section 5(c).



          "Note" has the meaning set forth in the Securities Purchase Agreement.



          "Proceeding" means an action, claim, suit, investigation or proceeding

(including, without limitation, an investigation or partial proceeding, such as

a deposition), whether commenced or threatened.



          "Prospectus" means the prospectus included in the Registration

Statement (including, without limitation, a prospectus that includes any

information previously omitted from a prospectus filed as part of an effective

registration statement in reliance upon Rule 430A promulgated under the

Securities Act), as amended or supplemented by any prospectus supplement, with

respect to the terms of the offering of any portion of the Registrable

Securities covered by the Registration Statement, and all other amendments and

supplements to the Prospectus, including post-effective amendments, and all

material incorporated by reference or deemed to be incorporated by reference in

such Prospectus.

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