EXHIBIT 99.2
VOTING AGREEMENT
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THIS VOTING
AGREEMENT (this "Agreement") is made and entered into as of
June 20, 2005, by and among Genaissance
Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), Clinical Data,
Inc., a Delaware corporation
("Clinical Data"), and RAM Trading, Ltd., a
Cayman Islands exempted company (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) all of
the outstanding shares of Series A
Preferred Stock, $0.001 par value (the
"Company Series A Preferred Stock") of the
Company (such shares of Series A
Preferred Stock, together with any other
shares of the Company Series A
Preferred 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 Preferred
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 an acquisition 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");
WHEREAS, as a
condition to its willingness to enter into the Merger
Agreement, Clinical Data has required that
the Stockholder enter into this
Agreement whereby the Stockholder commits
to cause the Subject Preferred Shares
over which the Stockholder has sole voting
power, and to use its best efforts to
cause the Subject Preferred Shares over
which the Stockholder has joint voting
power, to be voted in favor of the Merger
on the terms and subject to the
conditions of this Agreement; and
WHEREAS, as a
condition to its willingness to enter into this Agreement,
the Stockholder has required that Clinical
Data also enter into this Agreement
whereby Clinical Data commits to cause the
Merger Agreement to provide that all
of the shares of the Company Series A
Preferred Stock owned by the Stockholder
will convert into that number of shares of
the Series A Preferred Stock, $.01
par value per share (the "Clinical Data
Series A Preferred Stock"), of Clinical
Data calculated in accordance with the
terms of Exhibit C to the Merger
Agreement with such rights, preferences and
privileges as set forth therein, and
with such other rights, including
registration rights as may be agreed upon by
Clinical Data and the Stockholder.
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:
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ARTICLE I
VOTING MATTERS
Section 1.1
Agreement to Vote. The Stockholder hereby agrees that, provided
that Clinical Data is in compliance with
Section 2.1 of this Agreement, from and
after the date hereof until the termination
of this Agreement, at any duly
called meeting of the stockholders of the
Company, and in any action by written
consent of the stockholders of the Company,
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 Preferred Shares over which
the Stockholder has sole voting power (and
use its best efforts to cause the
Subject Preferred 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 Preferred Shares over which the
Stockholder has sole voting power (and
cause to be voted or consented the
Subject Preferred Shares over which the
Stockholder has joint voting power), in
person or by proxy, (a) in favor of
approving the Merger Agreement, 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 Merger
Agreement, (c) against any action or
agreement submitted for approval of the
stockholders of the Company that would
result in a breach of any covenant,
representation or warranty or any other
obligation or agreement of the Company
under the Merger Agreement or of the
Stockholder under this Agreement and (d)
except as otherwise agreed in writing by
Clinical Data, against any action,
agreement, transaction or proposal
submitted for approval of the stockholders of
the Company that would reasonably be
expected to result in any of the conditions
to the Company'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,
Clinical Data and Israel Stein, M.D., in
his capacity as Chief Executive Officer
of Clinical Data, and any individual who
shall hereafter succeed to any such
office of Clinical Data, 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 Preferred Shares, or grant
a consent or approval in respect of
the Subject Preferred Shares (i) in favor
of approving the Merger Agreement, 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
Merger Agreement, (iii) against any action
or agreement submitted for approval
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<PAGE>
of the stockholders of the Company that
would result in a breach of any
covenant, representation or warranty or any
other obligation or agreement of the
Company under the Merger Agreement or of
the Stockholder under this Agreement
and (iv) except as otherwise agreed in
writing by Clinical Data, against any
action, agreement, transaction or proposal
submitted for approval of the
stockholders of the Company that would
reasonably be expected to result in any
of the conditions to the Company'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 Preferred 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 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
COVENANTS OF CLINICAL DATA
Section 2.1
Agreement to Provide Conversion Ratio. Clinical Data hereby
agrees that Clinical Data shall cause the
Merger Agreement to provide that all
of the shares of the Company Series A
Preferred Stock owned by the Stockholder
will convert into that number of shares of
Clinical Data Series A Preferred
Stock calculated in accordance with the
terms of Exhibit C to the Merger
Agreement with such rights, preferences and
privileges as set forth therein, and
with such other rights, including
registration rights as may be agreed upon by
Clinical Data and the Stockholder.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder
hereby represents and warrants to Clinical Data as follows:
Section 3.1
Organization, Good Standing and Qualification. The Stockholder
is an exempted company duly formed, validly
existing and in good standing under
the laws of the Cayman Islands and has all
requisite corporate power and
authority to own its properties and assets
and to carry on its business as now
conducted.
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<PAGE>
Section 3.2
Authority. The Stockholder has full power and authority to
execute and deliver this Agreement and to
perform its 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 3.3
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 the
Company.
Section 3.4
Noncontravention. Neither the execution and the delivery of
this Agreement, nor the consummation of the
transactions contemplated hereby,
will (i) violate the organizational
documents of the Stockholder or 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 it is
bound or to which any of its assets is
subject.
Section 3.5
Ownership of Shares. The Stockholder holds of record and owns
beneficially and will hold of record and
own beneficially thro
