May 25, 2006 Kevin Rakin 14 Side Hill Road Westport, CT 06880 Dear Kevin: Since the termination of your employment with Genaissance Pharmaceuticals, Inc. (the "Company") in October 2005, you, the Company and the Company's parent, Clinical Data, Inc....Severance Agreement • June 29th, 2006 • Clinical Data Inc • Laboratory analytical instruments
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERSVoting Agreement • June 24th, 2005 • Clinical Data Inc • Laboratory analytical instruments • Delaware
EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGERMerger Agreement • June 24th, 2005 • Clinical Data Inc • Laboratory analytical instruments • Delaware
EXHIBIT 99.3 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 7th, 2006 • Clinical Data Inc • Laboratory analytical instruments • New York
EXHIBIT 99.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of June 13, 2006, among Clinical Data, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each...Registration Rights Agreement • June 15th, 2006 • Clinical Data Inc • Laboratory analytical instruments
EXHIBIT 99.8 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Common Stock Purchase Warrant • September 7th, 2006 • Clinical Data Inc • Laboratory analytical instruments • New York
RECITALSIndemnification Agreement • July 11th, 2005 • Clinical Data Inc • Laboratory analytical instruments • Delaware
EXHIBIT 99.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of August 31, 2006, by and between Clinical Data, Inc., a Delaware corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • September 7th, 2006 • Clinical Data Inc • Laboratory analytical instruments • New York
ARTICLE I DEFINITIONSSecurities Purchase Agreement • June 15th, 2006 • Clinical Data Inc • Laboratory analytical instruments • Massachusetts
EXHIBIT 99.9 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Warrant Agreement • September 7th, 2006 • Clinical Data Inc • Laboratory analytical instruments • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 21st, 2002 • Novitron International Inc • Laboratory analytical instruments • Delaware
EXHIBIT 99.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Securities Agreement • June 15th, 2006 • Clinical Data Inc • Laboratory analytical instruments
ICORIA, INC. AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • September 7th, 2006 • Clinical Data Inc • Laboratory analytical instruments • New York
AND , AS TRUSTEE INDENTURE DATED AS OF ,Indenture • June 19th, 2007 • Clinical Data Inc • Laboratory analytical instruments • New York
2,750,000 Shares1 CLINICAL DATA, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • October 28th, 2009 • Clinical Data Inc • Pharmaceutical preparations • New York
Clinical Data, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom Piper Jaffray & Co. is acting as representative (the “Representative”), an aggregate of 2,750,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 412,500 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Agreement are herein collectively called the “Securities.”
EXHIBIT 99.1 JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them a Statement on...Joint Filing Agreement • November 14th, 2003 • Clinical Data Inc • Laboratory analytical instruments
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons names below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Clinical Data, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this agreement as of the 14th day of November, 2003.
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERVoting Agreement • June 24th, 2005 • Clinical Data Inc • Laboratory analytical instruments • Delaware
ARTICLE I INTEREST & AMORTIZATIONSecured Convertible Term Note • September 7th, 2006 • Clinical Data Inc • Laboratory analytical instruments • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2005 • Clinical Data Inc • Laboratory analytical instruments • Massachusetts
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2005, among Clinical Data, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 99.2 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is effective as of May 12, 2006 (the "Effective Date"), between Clinical Data, Inc. a Delaware corporation (the "Company"), and Drew Fromkin (the...Executive Employment Agreement • November 13th, 2006 • Clinical Data Inc • Laboratory analytical instruments • Massachusetts
1,945,576 Shares CLINICAL DATA, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2010 • Clinical Data Inc • Pharmaceutical preparations • New York
Exhibit 99.1 3,000,000 SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE CLINICAL DATA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2007 • Clinical Data Inc • Laboratory analytical instruments • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 9th, 2010 • Clinical Data Inc • Pharmaceutical preparations • Massachusetts
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of May 11, 2010 (the “Effective Date”), between Clinical Data, Inc. a Delaware corporation (the “Company”), and James P. Shaffer (the “Executive”).
CLINICAL DATA, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • November 15th, 2010 • Clinical Data Inc • Pharmaceutical preparations • New York
Debt Securities Warrant Agreement (this “Agreement”), dated as of between Clinical Data, Inc., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2008 • Clinical Data Inc • Laboratory analytical instruments
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchaser (the “Purchase Agreement”).
Form of] CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • February 25th, 2011 • Clinical Data Inc • Pharmaceutical preparations • Delaware
This Contingent Value Rights Agreement, dated as of [•], 2011 (this “Agreement”), is entered into by and between FL HOLDING CV, an entity organized under the laws of the Netherlands (“Parent”), FOREST LABORATORIES, INC., a Delaware corporation (the “Guarantor”) and [____________________], as Rights Agent (the “Rights Agent”).
Clinical Data, Inc. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 14th, 2005 • Clinical Data Inc • Laboratory analytical instruments
PREAMBLESecurities Purchase Agreement • September 7th, 2006 • Clinical Data Inc • Laboratory analytical instruments • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2005 • Clinical Data Inc • Laboratory analytical instruments
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 3rd, 2009 • Clinical Data Inc • Laboratory analytical instruments • New York
Contingent Value Rights Agreement, dated May 28, 2009, by and among Clinical Data, Inc. (“Parent”), a Delaware corporation, and American Stock Transfer and Trust Co., a New York corporation, as Rights Agent (the “Rights Agent”), in favor of each person (a “Holder”) who from time to time holds one or more Contingent Value Rights (the “CVRs”) to receive a number of shares of Parent common stock, $0.01 par value per share (the “Parent Common Stock”), in the amounts and subject to the terms and conditions set forth herein. A registration statement on Form S-4 (No. 333-156011) (the “Registration Statement”) with respect to, among other securities, the CVRs, has been prepared and filed by Parent with the Securities and Exchange Commission (the “Commission”) and has become effective in accordance with the Securities Act of 1933 (the “Act”). This Agreement is entered into in connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) dated as of October 27, 200
COMMON STOCK PURCHASE WARRANT To Purchase 1,695,273 Shares of Common Stock of AVALON PHARMACEUTICALS, INC.Securities Agreement • October 31st, 2008 • Clinical Data Inc • Laboratory analytical instruments
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Clinical Data, Inc., a Delaware corporation, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time six (6) months after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avalon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 1,695,273 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2008 • Clinical Data Inc • Laboratory analytical instruments • Massachusetts
This Securities Purchase Agreement (this “Agreement”) is dated as of September 26, 2008, among Clinical Data, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CLINICAL DATA, INC. and ________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _______Common Stock Warrant Agreement • November 15th, 2010 • Clinical Data Inc • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Clinical Data, Inc. , a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2009 • Clinical Data Inc • Laboratory analytical instruments
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2008 • Clinical Data Inc • Laboratory analytical instruments
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
