EXHIBIT 99.4
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"), Randal J. Kirk ("Kirk"),
RJK, L.L.C., a Virginia limited
liability company that is controlled by
Kirk ("RJK"), New River Management II,
LP, a Virginia limited partnership that is
controlled by Kirk ("New River"),
Kirkfield, L.L.C., a Virginia limited
liability company that is controlled by
Kirk ("Kirkfield"), Third Security Staff
2001 LLC, a Virginia limited liability
company ("Staff LLC"), and Zhong Mei,
L.L.C., a Virginia limited liability
company ("Zhong Mei", and collectively with
Kirk, RJK, New River, and Staff LLC,
the "Stockholders", and each individually,
a "Stockholder").
WHEREAS, as of
the date hereof, each 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) the
number of shares of common stock, $0.01 par
value (the "Common Stock") of
Clinical Data set forth opposite such
Stockholder's name on Schedule A hereto
(such shares of Clinical Data's Common
Stock, together with any other shares of
Clinical Data's Common Stock, sole or
shared voting power over which is acquired
by such Stockholders 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 Stockholders enter into this
Agreement whereby each Stockholder commits
to cause the Subject Common Shares
over which such Stockholder has sole voting
power, and to use its best efforts
to cause the Subject Common Shares over
which such 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. Each 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
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written consent of the stockholders of
Clinical Data, such 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 such Stockholder has sole voting
power (and use their best efforts to
cause the Subject Common Shares over which
such 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
such Stockholder has sole voting power (and
cause to be voted or consented the
Subject Common Shares over which such
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 such 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 such Stockholder that is not
in accordance with this Section 1.1 shall
be considered null and void. Such
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) Each 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, such Stockholder's proxy and
attorney-in-fact (with full power of
substitution), for and in the name, place
and stead of such 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
such 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,
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or would reasonably be expected, to
prevent, impede, interfere with, delay or
adversely affect the transactions
contemplated by the Merger Agreement.
(b) Each 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) Each 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. Each
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. Each
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 STOCKHOLDERS
Each of the
Stockholders hereby severally represents and warrants to the
Company as follows with respect to itself
only:
Section 2.1
Organization, Good Standing and Qualification. If such
Stockholder is a business organization,
such Stockholder has been duly formed,
validly existing and in good standing under
the laws of the Commonwealth of
Virginia and has all requisite power and
authority to own its properties and
assets and to carry on its business as now
conducted. If such Stockholder is a
natural person, such Stockholder has the
capacity to enter into this Agreement,
to carry out its obligations hereunder and
to consummate the transactions
contemplated by this Agreement.
Section 2.2 Authority.
Each 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 such
Stockholder and constitutes the valid and
legally binding obligation of such
Stockholder, enforceable in accordance with
its terms and conditions.
Section 2.3
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 such 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. Stockholder represents that
his spouse has no beneficial interest
in the Subject Common Shares.
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Section 2.4
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
such Stockholder is subject, (ii) violate
any contract, lease, license,
instrument or other legally binding
arrangement or agreement to which such
Stockholder is a party or by which such
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 such
Stockholder is a party or by which it is
bound.
Section 2.5
Ownership of Shares. Except as set forth on Schedule A hereto,
such 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. Schedule A hereto lists all of
the shares of Common Stock that such
Stockholder owns beneficially, as of the
date hereof. Such Stockholder has not
appointed or granted any proxy
inconsistent with this Agreement, which
appointment or grant is still effective,
with respect to the Subject Common
Shares.
Section 2.6
Litigation. There is no litigation, arbitration proceeding,
governmental investigation, citati
