Genaissance Pharmaceuticals Inc Sample Contracts

Genaissance Pharmaceuticals Inc – CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (August 16th, 2005)

This Confidential Separation Agreement and General Release (“Agreement”) between Carl Balezentis, Ph.D., of 54 Pipers Meadow Street The Woodlands, TX 77382 (“Employee”), and Genaissance Pharmaceuticals, Inc., with a principal place of business at Five Science Park, New Haven, CT 06511 (“Genaissance”), sets forth the terms and conditions of the end of Employee’s employment with Genaissance and any severance or other benefits to be paid to Employee in connection with his separation from Genaissance and/or termination of employment. Employee and Genaissance agree to the following terms and conditions:

Genaissance Pharmaceuticals Inc – GENAISSANCE PHARMACEUTICALS, INC. Restricted Stock Agreement Granted Under 2000 Amended and Restated Equity Incentive Plan (August 9th, 2005)

AGREEMENT made as of this 7th day of January, 2005, between Genaissance Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (the “Participant”).

Genaissance Pharmaceuticals Inc – CLINICAL DATA, INC. 1991 STOCK OPTION PLAN (August 8th, 2005)
Genaissance Pharmaceuticals Inc – Clinical Data, Inc. 2005 Equity Incentive Plan (August 8th, 2005)
Genaissance Pharmaceuticals Inc – CLINICAL DATA, INC. 1991 DIRECTORS’ STOCK OPTION PLAN (August 8th, 2005)
Genaissance Pharmaceuticals Inc – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (August 2nd, 2005)

This First Amendment (the “First Amendment”) to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 20, 2005, by and among Clinical Data, Inc., a Delaware corporation (“Parent”), Safari Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Transitory Subsidiary”), and Genaissance Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby amends the Merger Agreement effective as of this 28th day of July, 2005, as follows:

Genaissance Pharmaceuticals Inc – Contact: (July 21st, 2005)
Genaissance Pharmaceuticals Inc – AGREEMENT AND PLAN OF MERGER by and among CLINICAL DATA, INC., SAFARI ACQUISITION CORPORATION and GENAISSANCE PHARMACEUTICALS, INC. Dated as of June 20, 2005 (June 24th, 2005)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 20, 2005, is by and among Clinical Data, Inc., a Delaware corporation (the “Parent”), Safari Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Parent (the “Transitory Subsidiary”), and Genaissance Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

Genaissance Pharmaceuticals Inc – VOTING AGREEMENT (June 24th, 2005)

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”).

Genaissance Pharmaceuticals Inc – VOTING AGREEMENT (June 24th, 2005)

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”).

Genaissance Pharmaceuticals Inc – VOTING AGREEMENT (June 24th, 2005)

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”).

Genaissance Pharmaceuticals Inc – WARRANT NO. to Purchase Common Stock of GENAISSANCE PHARMACEUTICALS, INC. (April 27th, 2005)

THIS WARRANT IS TO CERTIFY THAT [XMARK OPPORTUNITY FUND, L.P.], a [Delaware limited partnership] (the “Holder”), is entitled to purchase from Genaissance Pharmaceuticals, Inc., a Delaware corporation (the “Company”), [ ] shares of Common Stock of the Company (the “Common Stock”) for the Exercise Price described herein upon the terms and conditions set forth herein. This Warrant is being issued by the Company in connection with the issuance by the Company and Lark Technologies, Inc. (“Lark”) of senior secured notes, in the aggregate principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000) (collectively, the “Notes”), and is one of one or more common stock purchase warrants (collectively, the “April 2005 Warrants”) issued in connection therewith.

Genaissance Pharmaceuticals Inc – SECURITY AGREEMENT (April 27th, 2005)

THIS SECURITY AGREEMENT (this “Agreement”) is made as of April 21, 2005, by and among GENAISSANCE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the Investors set forth on the signatures page affixed hereto (each an “Investor” and collectively, the “Investors”).

Genaissance Pharmaceuticals Inc – REGISTRATION RIGHTS AGREEMENT (April 27th, 2005)

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 21st day of April, 2005, by and among Genaissance Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Note and Warrant Purchase Agreement, dated April 21, 2005, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.

Genaissance Pharmaceuticals Inc – SECURITY AGREEMENT (April 27th, 2005)

THIS SECURITY AGREEMENT (this “Agreement”) is made as of April 21, 2005, by and among LARK TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and the Investors set forth on the signatures page affixed hereto (each an “Investor” and collectively, the “Investors”).

Genaissance Pharmaceuticals Inc – SENIOR SECURED NOTE (April 27th, 2005)

FOR VALUE RECEIVED, GENAISSANCE PHARMACEUTICALS, INC., a Delaware corporation and LARK TECHNOLOGIES, INC., a Delaware corporation (each, a “Borrower” and collectively, the “Co-Borrowers”), hereby jointly and severally promise to pay to the order of [XMARK OPPORTUNITY FUND, L.P., a Delaware limited partnership][XMARK OPPORTUNITY FUND, LTD., a Cayman Islands exempt company][XMARK JV INVESTMENT PARTNERS, LLC, a Delaware limited liability company] (together with its successors and assigns, the “Holder”), at its office located at 301 Tresser Boulevard, Suite 1320, Stamford, Connecticut 06901, or at such other location as the Holder may otherwise direct in writing, the principal amount of FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS and 00/100 ($4,500,000) in lawful money of the United States, together with interest thereon calculated from the date hereof and payable in accordance with the provisions of this promissory note (this “Note”).

Genaissance Pharmaceuticals Inc – PLEDGE AND SECURITY AGREEMENT (April 27th, 2005)

WHEREAS, pursuant to that certain Note and Warrant Purchase Agreement, dated as of even date hereof (the “Purchase Agreement”), by and among the Pledgor, Lark Technologies, Inc. (“Lark”) and the Lenders, the Lenders have agreed to lend the Pledgor and Lark the sum of $4,500,000 (the “Loan”), which Loan is to be evidenced by senior secured promissory notes due 2007 (the “Notes”) issued by the Pledgor and Lark to the Lenders in the aggregate principal amount of the Loan; and

Genaissance Pharmaceuticals Inc – NOTE AND WARRANT PURCHASE AGREEMENT among GENAISSANCE PHARMACEUTICALS, INC., LARK TECHNOLOGIES, INC., the Co-Borrowers, and XMARK OPPORTUNITY FUND, L.P., XMARK OPPORTUNITY FUND, LTD., and XMARK JV INVESTMENT PARTNERS, LLC, the Purchasers Dated: April 21, 2005 (April 27th, 2005)

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2005, by and among Genaissance Pharmaceuticals, Inc., a Delaware corporation (“Genaissance”) and Lark Technologies, Inc., a Delaware corporation (“Lark”, and together with Genaissance, the “Co-Borrowers”), and Xmark Opportunity Fund, Ltd., a Cayman Islands exempted company, Xmark Opportunity Fund, L.P., a Delaware limited partnership, and Xmark JV Investment Partners, LLC, a Delaware limited liability company (together, the “Purchasers” and each, a “Purchaser”).

Genaissance Pharmaceuticals Inc – * represents four (4) Monthly Rental Installments INDUSTRIAL LEASE (e) Monthly Rental Installments: Months 1 - 12 $ 0.00 Months 13 - 24 $ 35,589.12 Months 25 - 36 $ 36,330.56 Months 37 - 48 $ 37,102.89 Months 49 - 60 $ 37,906.12 Months 61 - 72 $ 38,709.35 Months 73 - 84 $ 39,543.47 Months 85 - 96 $ 40,377.59 Months 97 - 108 $ 41,242.60 Months 109 - 120 $ 42,138.51 Months 121 - 124 $ 43,065.31 (April 26th, 2005)

Exhibit 10.67 LEASE AGREEMENT THIS LEASE is executed this 26 day of April, 2004, by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership doing business in North Carolina as Duke Realty of Indiana Limited Partnership ("Landlord"), and GENAISSANCE PHARMACEUTICALS, INC., a Delaware corporation ("Tenant"). WITNESSETH: ARTICLE 1 - LEASE OF PREMISES SECTION 1.01. BASIC LEASE PROVISIONS AND DEFINITIONS. (a) Leased Premises (shown outlined in EXHIBIT A hereto): Suite C of the building (the "Building") located at 100 Perimeter Park Drive, Morrisville, North Carolina 27560, within Perimeter Park (the "Park"). (b) Rentable Area of the Leased Premises: approximately 37,072 square feet. Except as otherwise provided in ARTICLES 9 and 10 below, Landlord and Tenant hereby conclusively agree that the square footage of the Rentable Area shall be as stated herein and is not subject to dispute or re-measurement by either party. (c) Tenant's Proportionate Share of the Building: 67.0%

Genaissance Pharmaceuticals Inc – Re: WAIVER OF AND COVENANT WITH RESPECT TO CERTAIN SERIES A PREFERENCES (April 26th, 2005)

Exhibit 10.64 RITCHIE CAPITAL MANAGEMENT, LLC 2100 Enterprise Avenue Geneva, Illinois 60134 August 30, 2004 Genaissance Pharmaceuticals, Inc. Five Science Park New Haven, Connecticut 06511 Attn: Kevin Rakin Re: WAIVER OF AND COVENANT WITH RESPECT TO CERTAIN SERIES A PREFERENCES ------------------------------------------------------------------- Dear Mr. Rakin: Reference is made to that certain Series A Preferred Stock Purchase Agreement (the "STOCK PURCHASE AGREEMENT"), dated as of October 29, 2003, by and between Genaissance Pharmaceuticals, Inc. (the "COMPANY") and RAM Trading, Ltd. ("RAM"), the Registration Rights Agreement, dated as of October 29, 2003, by and between the Company and RAM (the "REGISTRATION RIGHTS AGREEMENT"), the Certificate of Designations, P

Genaissance Pharmaceuticals Inc – WAIVER (March 15th, 2005)

Exhibit 10.54 WAIVER This Waiver is made into as of November 8, 2004 (the "Waiver"), by and between COMERICA BANK ("Bank"), and GENAISSANCE PHARMACEUTICALS, INC. ("Borrower"). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2003, as amended by a First Amendment to Loan and Security Agreement dated as of March 16, 2004 (collectively, the "Agreement"). At the request of Borrower, Bank desires to waive compliance by Borrower of two provisions of the Agreement, to the extent set forth in this Waiver. NOW, THEREFORE, the parties agree as follows: 1. Bank waives compliance by Borrower of (i) Section 6.9 of the Agreement for the period from August 31, 2004 through October 5, 2004 and (ii) Section 6.8 for the period from the date hereof through Novemb

Genaissance Pharmaceuticals Inc – WARRANT (March 15th, 2005)

Exhibit 4.5 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. WARRANT TO PURCHASE COMMON STOCK OF GENAISSANCE PHARMACEUTICALS, INC. THIS WARRANT IS TO CERTIFY THAT RITCHIE LONG/SHORT TRADING LTD., a Cayman Islands exempted company, is entitled to purchase from Genaissance Pharmaceuticals, Inc., a Delaware corporation (the "COMPANY"), 261,500 shares of Common Stock, par value $0.001 per share, of the Company (the "COMMON STOCK") for the Exercise Price described herein upon the terms and conditions set f

Genaissance Pharmaceuticals Inc – WAIVER (March 15th, 2005)

Exhibit 10.53 WAIVER This Waiver is made into as of October 5, 2004 (the "Waiver"), by and between COMERICA BANK ("Bank"), and GENAISSANCE PHARMACEUTICALS, INC. ("Borrower"). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2003, as amended by a First Amendment to Loan and Security Agreement dated as of March 16, 2004 (collectively, the "Agreement"). At the request of Borrower, Bank desires to waive compliance by Borrower of a provision of the Agreement, to the extent set forth in this Waiver. NOW, THEREFORE, the parties agree as follows: 1. Bank waives compliance by Borrower of Section 6.9 of the Agreement for the period from August 31, 2004 through October 5, 2004. This is not a continuing waiver, and Borrower shall comply with such Section f

Genaissance Pharmaceuticals Inc – LOAN AND SECURITY AGREEMENT (March 15th, 2005)

Exhibit 10.65 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement is entered into as of March 16, 2004 (the "Amendment"), by and between COMERICA BANK ("Bank"), and GENAISSANCE PHARMACEUTICALS, INC. ("Borrower"). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of September 30, 2003, as amended (collectively, the "Agreement"). The parties desire to amend the Agreement in accordance with the terms of this Amendment. NOW, THEREFORE, the parties agree as follows: 1. Section 6.7 of the Agreement is hereby amended in its entirety to read as follows: 6.7 ACCOUNTS. Borrower shall maintain at all times and shall cause each of its Subsid

Genaissance Pharmaceuticals Inc – WAIVER AND ACKNOWLEDGMENT (March 15th, 2005)

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

Genaissance Pharmaceuticals Inc – CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GENAISSANCE PHARMACEUTICALS, INC. (December 16th, 2004)

Genaissance Pharmaceuticals, Inc., a Delaware corporation (the "Corporation"), pursuant to authority conferred on the Board of Directors of the Corporation by the Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate of Incorporation") and in accordance with the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:

Genaissance Pharmaceuticals Inc – TERMINATION AGREEMENT (November 29th, 2004)

This Termination Agreement (the “Agreement”) is made as of this 24th day of November, 2004 by and between Genaissance Pharmaceuticals, Inc., a Delaware corporation (“Genaissance”), and RAM Trading, Ltd., a Cayman Islands exempted company (“RAM”).

Genaissance Pharmaceuticals Inc – WARRANT NO. (November 22nd, 2004)

THIS WARRANT IS TO CERTIFY THAT , a corporation (the “Holder”), is entitled to purchase from Genaissance Pharmaceuticals, Inc., a Delaware corporation (the “Company”), shares of Common Stock of the Company (the “Common Stock”) for the Exercise Price described herein upon the terms and conditions set forth herein. This warrant is being issued by the Company in connection with the closing of a sale to the Holder of shares of Common Stock and is one of a series of common stock purchase warrants (collectively, the “November 2004 Warrants”) issued in connection with the sale by the Company of up to approximately $6.0 million worth of Common Stock.

Genaissance Pharmaceuticals Inc – SECURITIES PURCHASE AGREEMENT (November 22nd, 2004)

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

Genaissance Pharmaceuticals Inc – AGREEMENT AND ACKNOWLEDGMENT (November 16th, 2004)

THIS AGREEMENT AND ACKNOWLEDGMENT, dated as of November 15, 2004, is by and between Genaissance Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and RAM Trading, Ltd., a Cayman Islands exempted company (“Investor”). Capitalized terms used herein without definition have the respective meanings given them in the Loan and Security Agreement, dated as of September 30, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and between the Company and the Comerica Bank (“Comerica”).

Genaissance Pharmaceuticals Inc – GENAISSANCE PHARMACEUTICALS, INC. INCENTIVE PLAN 2000 AMENDED AND RESTATED EQUITY Incentive Stock Option Terms And Conditions (November 15th, 2004)

This Option is intended to be treated as an Incentive Stock Option under section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

Genaissance Pharmaceuticals Inc – GENAISSANCE PHARMACEUTICALS, INC. 2000 Amended and Restated Equity Incentive Plan Nonstatutory Stock Option Agreement (November 15th, 2004)

This Option shall not be treated as an Incentive Stock Option under section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

Genaissance Pharmaceuticals Inc – Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. LICENSE, DEVELOPMENT and COOPERATION AGREEMENT VILAZODONE (EMD 68843) by and between: Merck KGaA and: Genaissance Pharmaceuticals, Inc. Effective as of: September 22, 2004 (October 13th, 2004)

Whereas, MERCK KGAA and GlaxoSmithKline (GSK) have carried out extensive preclinical research and development work and certain clinical studies on VILAZODONE defined below.

Genaissance Pharmaceuticals Inc – GENAISSANCE PHARMACEUTICALS, INC. 2000 Amended and Restated Equity Incentive Plan Nonstatutory Stock Option Agreement (October 6th, 2004)

This Option shall not be treated as an Incentive Stock Option under section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

Genaissance Pharmaceuticals Inc – Contacts: (September 23rd, 2004)