Exhibit 99.1
VOTING
AGREEMENT
THIS VOTING AGREEMENT
(this “ Agreement
”) is made and entered into as of June 20, 2005, by and
among Clinical Data, Inc., a Delaware corporation (“
Clinical Data ”), Genaissance
Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”), and Israel M. Stein, M.D. (the “
Stockholder ”).
WHEREAS , as of the date hereof, the Stockholder
beneficially owns (as such term is defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder) 659,528
shares of common stock, $0.01 par value (the “ Common
Stock ”) of Clinical Data (such shares of Common Stock,
together with any other shares of Clinical Data’s Common
Stock, sole or shared voting power over which is acquired by such
Stockholder during the period from and including the date hereof
through and including the date on which this Agreement is
terminated in accordance with its terms, collectively, the “
Subject Common Shares ”);
WHEREAS , Clinical Data and the Company are entering
into an Agreement and Plan of Merger, dated as of the date hereof
(as the same may be amended or supplemented, the “ Merger
Agreement ”) (terms used but not defined herein shall
have the meanings set forth in the Merger Agreement) with respect
to the merger of a subsidiary of Clinical Data with and into the
Company, as a result of which the Company shall become a wholly
owned subsidiary of Clinical Data (the “ Merger
”); and
WHEREAS , as a condition to its willingness to enter
into the Merger Agreement, the Company has required that the
Stockholder enter into this Agreement whereby the Stockholder
commits to cause the Subject Common Shares over which the
Stockholder has sole voting power, and to use his best efforts to
cause the Subject Common Shares over which the Stockholder has
joint voting power, to be voted in favor of the issuance of shares
of Clinical Data’s Common Stock pursuant to the Merger on the
terms and subject to the conditions of this Agreement.
NOW, THEREFORE
, in consideration of the foregoing
and the respective representations, warranties, covenants and
agreements contained in this Agreement and intending to be legally
bound, the parties agree as follows:
ARTICLE I
VOTING MATTERS
Section 1.1
Agreement to Vote
. The Stockholder hereby
agrees that from and after the date hereof until the termination of
this Agreement, at any duly called meeting of the stockholders of
Clinical Data, and in any action by written consent of the
stockholders of Clinical Data, the Stockholder shall, if a meeting
is held, appear at the meeting and any adjournment or postponement
thereof, in person or by proxy, or otherwise cause the Subject
Common Shares over which the Stockholder has sole voting power (and
use his best efforts to cause the Subject Common Shares over which
the Stockholder has joint voting power) to be counted as present
thereat for purposes of establishing a quorum, and such Stockholder
shall vote or consent the Subject Common Shares over which the
Stockholder has sole voting power (and
cause to be voted or consented the Subject
Common Shares over which the Stockholder has joint voting power),
in person or by proxy, (a) in favor of approving the issuance
of shares of Clinical Data’s Common Stock pursuant to the
Merger and each of the other transactions and other matters
specifically contemplated by the Merger Agreement, (b) in
favor of any proposal to adjourn any such meeting if necessary to
permit further solicitation of proxies in the event there are not
sufficient votes at the time of such meeting to approve the
issuance of shares of Clinical Data’s Common Stock pursuant
to the Merger, (c) against any action or agreement submitted
for approval of the stockholders of Clinical Data that would result
in a breach of any covenant, representation or warranty or any
other obligation or agreement of Clinical Data under the Merger
Agreement or of the Stockholder under this Agreement and
(d) except as otherwise agreed in writing by the Company,
against any action, agreement, transaction or proposal submitted
for approval of the stockholders of Clinical Data that would
reasonably be expected to result in any of the conditions to
Clinical Data’s obligations under the Merger Agreement not
being fulfilled or that is intended, or would reasonably be
expected, to prevent, impede, interfere with, delay or adversely
affect the transactions contemplated by the Merger Agreement.
Any vote by the Stockholder that is not in accordance with this
Section 1.1 shall be considered null and void. The
Stockholder shall not enter into any agreement or understanding
with any person or entity prior to the termination of this
Agreement to vote or give instructions in a manner inconsistent
with clauses (a), (b), (c) or (d) of this
Section 1.1.
Section 1.2
Grant of Irrevocable
Proxy .
(a)
The Stockholder hereby irrevocably
grants to, and appoints, the Company and Kevin Rakin, in his
capacity as Chief Executive Officer of the Company, and any
individual who shall hereafter succeed to any such office of the
Company, the Stockholder’s proxy and attorney-in-fact (with
full power of substitution), for and in the name, place and stead
of Stockholder, to vote the Subject Common Shares, or grant a
consent or approval in respect of the Subject Common Shares
(i) in favor of approving the issuance of shares of Clinical
Data’s Common Stock pursuant to the Merger and each of the
other transactions and other matters specifically contemplated by
the Merger Agreement, (ii) in favor of any proposal to adjourn
any such meeting if necessary to permit further solicitation of
proxies in the event there are not sufficient votes at the time of
such meeting to approve the issuance of shares of Clinical
Data’s Common Stock pursuant to the Merger,
(iii) against any action or agreement submitted for approval
of the stockholders of Clinical Data that would result in a breach
of any covenant, representation or warranty or any other obligation
or agreement of Clinical Data under the Merger Agreement or of the
Stockholder under this Agreement and (iv) except as otherwise
agreed in writing by the Company, against any action, agreement,
transaction or proposal submitted for approval of the stockholders
of Clinical Data that would reasonably be expected to result in any
of the conditions to Clinical Data’s obligations under the
Merger Agreement not being fulfilled or that is intended, or would
reasonably be expected, to prevent, impede, interfere with, delay
or adversely affect the transactions contemplated by the Merger
Agreement.
(b)
Stockholder represents that any
proxies heretofore given in respect of the Subject Common Shares
are not irrevocable, and that any such proxies are hereby
revoked.
(c)
Stockholder hereby affirms that the
irrevocable proxy set forth in this Section 1.2 is given in
connection with the execution of the Merger Agreement, and that
such
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irrevocable proxy is given to secure the
performance of the duties of such Stockholder under this
Agreement. Stockholder hereby further affirms that the
irrevocable proxy is coupled with an interest sufficient in law to
support an irrevocable voting power and may under no circumstances
be revoked. Stockholder hereby ratifies and confirms all that
such irrevocable proxy may lawfully do or cause to be done by
virtue hereof. Such irrevocable proxy is executed and
intended to be irrevocable in accordance with
Section 212(e) of the General Corporation Law of the
State of Delaware. Notwithstanding anything herein to the
contrary, the parties agree that such irrevocable proxy shall
terminate and be of no further force and effect upon the
termination of this Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents
and warrants to the Company as follows:
Section 2.1
Authority . The Stockholder has full power and
authority to execute and deliver this Agreement and to perform his
obligations hereunder. This Agreement has been duly and
validly executed and delivered by the Stockholder and constitutes
the valid and legally binding obligation of the Stockholder,
enforceable in accordance with its terms and conditions.
Section 2.2
Consent . No consent of any other person, and no
notice to, filing or registration with, or consent, approval or
authorization of, any court or Governmental Entity, regulatory or
self-regulatory agency or any other third party is necessary or is
required to be made or obtained by the Stockholder, in connection
with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby, other than a
filing with the Securities and Exchange Commission to amend the
Stockholder’s Schedule 13D relating to Clinical
Data. If the Stockholder is married, this Agreement
(including the proxy granted pursuant to Section 1.2) has been
duly authorized, executed and delivered by, and constitutes a valid
and binding agreement of, the Stockholder’s spouse,
enforceable against such person in accordance with its
terms.
Section 2.3
Noncontravention
. Neither the execution and
the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (i) violate any law,
rule, regulation, judgment, order or decree to which the
Stockholder is subject, (ii) violate any contract, lease,
license, instrument or other legally binding arrangement or
agreement to which the Stockholder is a party or by which the
Stockholder is bound, or (iii) conflict with, result in a
breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify
or cancel or require any notice under any agreement, contract,
lease, license, instrument or other legally binding arrangement or
agreement to which the Stockholder is a party or by which he is
bound.
Section 2.4
Ownership of Shares
. The Stockholder holds of
record and owns beneficially and will hold of record and own
beneficially through the date this Agreement is terminated pursuant
to Section 5.1 herein the Subject Common Shares, free and
clear of any restrictions on transfer (other than restrictions
under applicable securities laws), Liens, options, warrants,
purchase rights, contracts, commitments, equities, claims and
demands, except as provided in this Agreement. The Subject
Common Shares represent all of the shares of Common
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Stock of Clinical Data owned by the Stockholder,
as of the date hereof. The Stockholder has not appointed or
gran
