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Exhibit 10.63
WAIVER AND ACKNOWLEDGMENT
THIS
WAIVER AND ACKNOWLEDGMENT, dated as of November 18, 2004, is by
and
between Genaissance Pharmaceuticals, Inc.,
a Delaware corporation (the
"Company"), and RAM Trading, Ltd., a Cayman
Islands exempted company (the
"Investor"). Capitalized terms used herein
without definition have the
respective meanings given them in the
Series A Preferred Stock Purchase
Agreement, dated as of October 29, 2003, by
and between the Company and the
Investor (the "Purchase Agreement").
BACKGROUND
A.
Pursuant to the Purchase Agreement, the Investor acquired from
the
Company
270,000 shares of Series A Preferred Stock and a warrant
to purchase an additional 190,000 shares of Series A Preferred
Stock.
B.
The
Purchase Agreement provides the Investor, as a holder of
Series A Preferred Shares, with certain notice and contractual
pre-emptive rights in the event the Company proposes to issue
any
Offered Securities.
C.
The
Certificate of Designations of the Series A Preferred Stock of
the Company filed with the Secretary of State of the State of
Delaware on October 29, 2003 (the "Certificate of
Designations")
provides the Investor, as a holder of Series A Preferred
Shares,
with certain (i) mandatory redemption rights in the event the
Company issues any shares of Common Stock (or any securities
convertible into or exchangeable for Common Stock) for a per
share
purchase price of less than $2.25 (as adjusted for any stock
split, stock dividend, recapitalization or otherwise), other
than
certain specified issuances and (ii) voting rights with respect
to
the incurrence by the Company of Indebtedness (as defined in
the
Certificate of Designations).
D.
The
Company is contemplating an equity financing to be consummated
on or prior to November 19, 2004, pursuant to which the Company
would issue and sell between $4.0 million and $6.0 million
worth
of shares of Common Stock (the "Shares") at a per share
purchase
price not less than $1.67 (the "Financing").
E.
The
stock purchase agreement and any other transaction documents
that will relate to the Financing are collectively referred to
herein as the "Transaction Documents." In addition to providing
for the issuance and sale by the Company of the Shares, the
Transaction Documents will provide for the issuance by the
Company
to purchasers in the Financing of Warrants to purchase up to a
number of shares of Common Stock equal to the number of Shares
to
be sold in the Financing (collectively, "Warrants") at a per
share
exercise price equal to the price paid per share of such
Shares.
F.
The
Company and the Inves
