EXHIBIT 99.3
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
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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 irrevocable proxy
is given to secure the performance of
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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 Stock
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of Clinical Data owned by the Stockholder,
as of the date hereof. The
Stockholder has not appointed or granted
any proxy inconsistent with this
Agreement, which appointment or grant is
still effective, with res
