Clinical Data SC13D/A 16 5-18-2006

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ks+yNNonmUVCcTN7BAwqGr3gpX9Si/d9GIjmqZRr/DO6v/Xw3joWZXN8A3c56HZI raBjIyohX8HVxr1GtOuIuQ== 0001140361-06-007966.txt : 20060523 0001140361-06-007966.hdr.sgml : 20060523 20060523150452 ACCESSION NUMBER: 0001140361-06-007966 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060523 DATE AS OF CHANGE: 20060523 GROUP MEMBERS: KIRKFIELD, L.L.C. GROUP MEMBERS: NEW RIVER MANAGEMENT II, LP GROUP MEMBERS: RJK, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLINICAL DATA INC CENTRAL INDEX KEY: 0000716646 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 042573920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39041 FILM NUMBER: 06861236 BUSINESS ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 411 CITY: NEWTON STATE: MA ZIP: 02158 BUSINESS PHONE: 6172619933 MAIL ADDRESS: STREET 1: ONE GATEWAY CENTER STREET 2: SUITE 411 CITY: NEWTON STATE: MA ZIP: 02158 FORMER COMPANY: FORMER CONFORMED NAME: NOVITRON INTERNATIONAL INC DATE OF NAME CHANGE: 19940727 FORMER COMPANY: FORMER CONFORMED NAME: CLINICAL DATA INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIRK RANDAL J CENTRAL INDEX KEY: 0001091823 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THIRD SECURITY LLC STREET 2: THE GOVERNOR TYLER CITY: RADFORD STATE: VA ZIP: 24141 BUSINESS PHONE: 540-633-7900 MAIL ADDRESS: STREET 1: 1881 GROVE AVENUE CITY: RADFORD STATE: VA ZIP: 24141 SC 13D/A 1 formsc13da.htm CLINICAL DATA SC13D/A 16 5-18-2006 Clinical Data SC13D/A 16 5-18-2006

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 16)

CLINICAL DATA, INC.

(Name of Issuer)

COMMON STOCK, $.01 par value per share

(Title of Class of Securities)

18725U109

(CUSIP Number)

Third Security, LLC

The Governor Tyler

1881 Grove Avenue

Radford, Virginia 24141

Attention: Marcus E. Smith, Esq.

Telephone No.: 540-633-7971

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

Copy to:

John Owen Gwathmey, Esq.

Hunton & Williams LLP

Riverfront Plaza, East Tower

951 East Byrd Street

Richmond, Virginia 23219

May 18, 2006

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement

on Schedule 13G to report the acquisition which is the

subject of this Schedule 13D, and is filing this

schedule because of Rules 13d-1(e), (f) or (g),

check the following box o.

CUSIP NO. 18725U109

13D

Page 2 of 10 Pages

1 _____	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Randal J. Kirk
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH _________________		7 _____	SOLE VOTING POWER 1,056,191
		8	SHARED VOTING POWER 2,274,501
		9	SOLE DISPOSITIVE POWER 1,056,191
		10	SHARED DISPOSITIVE POWER 2,274,501
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,330,692
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.0%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 18725U109

13D

Page 3 of 10 Pages

1 _____	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RJK, L.L.C. I.R.S. Identification No.: 54-1816015
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH _________________		7 _____	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 579,883
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 579,883
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 579,883
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14	TYPE OF REPORTING PERSON OO - limited liability company

CUSIP NO. 18725U109

13D

Page 4 of 10 Pages

1 _____	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) New River Management II, LP I.R.S. Identification No.: 65-1166473
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH _________________		7 _____	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 555,162
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 555,162
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 555,162
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8%
14	TYPE OF REPORTING PERSON OO - limited partnership

CUSIP NO. 18725U109

13D

Page 5 of 10 Pages

1 _____	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kirkfield, L.L.C. I.R.S. Identification No.: 54-1725089
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH _________________		7 _____	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 433,410
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 443,410
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 443,410
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.38%
14	TYPE OF REPORTING PERSON OO - limited liability company

This Amendment No. 16 (the “Amendment”) amends and supplements the Statement on Schedule 13D, dated November 26, 1999 and filed on December 6, 1999, as amended by Amendment No. 1 dated March 10, 2000 and filed on March 15, 2000, Amendment No. 2 dated June 8, 2000 and filed on June 9, 2000, Amendment No. 3 dated December 31, 2000 and filed on January 8, 2001, Amendment No. 4 dated February 7, 2001 and filed on March 1, 2001, Amendment No. 5 dated June 6, 2001 and filed on June 8, 2001, Amendment No. 6 dated June 25, 2001 and filed on June 26, 2001, Amendment No. 7 dated September 6, 2001 and filed on September 7, 2001, Amendment No. 8 dated October 23, 2001 and filed on October 26, 2001, Amendment No. 9 dated October 26, 2001 and filed on October 30, 2001, Amendment No. 10 dated August 21, 2002 and filed on August 21, 2002, Amendment No. 11 dated April 29, 2003 and filed on May 2, 2003, Amendment No. 12 dated November 10, 2003 and filed on November 14, 2003, Amendment No. 13 dated June 20, 2005 and filed on June 27, 2005, Amendment No. 14 dated November 17, 2005 and filed on November 23, 2005 and Amendment No. 15 dated February 9, 2006 and filed on February 15, 2005 (as amended, the “Original Schedule 13D”), relating to the Common Stock, par value $.01 per share (the “Common Stock”), of Clinical Data, Inc., a Delaware corporation (the “Issuer”). Mr. Randal J. Kirk (“Mr. Kirk”), RJK, L.L.C., a Virginia limited liability company that is controlled by Mr. Kirk (“RJK”), New River Management II, LP, a Virginia limited partnership that is controlled by Mr. Kirk (“NRM II”), and Kirkfield, L.L.C., a Virginia limited liability company that is controlled by Mr. Kirk (“Kirkfield” and, together with Mr. Kirk, RJK and NRM II, the “Reporting Persons”), are filing this Amendment to disclose the acquisition by Third Security Staff 2001 LLC, a Virginia limited liability company that is controlled by Mr. Kirk (“Staff LLC”) of 100,000 shares of Common Stock from Israel M. Stein, M.D., the executive vice chairman and interim chief financial officer of the Issuer, in a private transaction. As described in this Amendment, some of the Common Stock that is beneficially owned by Mr. Kirk is directly beneficially owned by one of the following entities, each of which is controlled by Mr. Kirk: RJK, NRM II, Kirkfield, Staff LLC, New River Management III, LP, a Virginia limited partnership that is controlled by Mr. Kirk (“NRM III”), Radford Investment Limited Partnership, a Delaware limited partnership that is controlled by Mr. Kirk (“Radford”), and Zhong Mei, L.L.C., a Virginia limited liability company that is controlled by Mr. Kirk (“Zhong Mei”).

Except as set forth below, there are no changes to the information set forth in the Original Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:

“On May 18, 2006, Staff LLC purchased 100,000 shares of Common Stock from Israel M. Stein, M.D., the executive vice chairman and interim chief financial officer of the Issuer, in a private transaction. The consideration for this purchase was an 18-month promissory note bearing interest at a rate of 5% per annum in the original principal amount of $2,000,000, a form of which is attached hereto as Exhibit 10.2.”

Page 6 of 10 Pages

Item 5.

Interest in Securities of the Issuer.

Item 5(a) of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows:

“The aggregate number and percentage of shares of Common Stock to which this statement relates is 3,330,692 shares, representing 41.0% of the 8,122,524 shares outstanding as of the date of this report, based upon the number of shares disclosed by the Issuer as of February 10, 2006 in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005 (the most recent available filing by the Issuer with the Securities and Exchange Commission). Mr. Kirk directly beneficially owns 1,056,191 of the shares to which this report relates. The remaining 2,274,501 shares of Common Stock to which this statement relates are directly beneficially owned as follows:

Owner	Shares
Kirkfield	433,410
RJK	579,883
Zhong Mei	33,091
NRM II	555,162
NRM III	153,356
Radford	153,353
Staff LLC	366,246

Mr. Kirk could be deemed to have indirect beneficial ownership of the shares directly beneficially owned by Kirkfield, RJK, Zhong Mei, NRM II, NRM III, Radford and Staff LLC.”

Item 5(c) of the Original Schedule 13D is hereby amended and supplemented as follows:

“Other than the purchase of Common Stock in the private placement as reported herein, the Reporting Persons have not engaged in any transactions in shares of Common Stock since the filing of Amendment No. 15 with the Securities and Exchange Commission on February 15, 2006.”

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

“In connection with the purchase by Staff LLC of Common Stock in the private placement described herein, Staff LLC and Israel M. Stein, M.D. entered into a Stock Purchase Agreement, a form of which is attached hereto as Exhibit 10.1. As consideration for this purchase, Staff LLC issued an 18-month promissory note bearing interest at a rate of 5% per annum in the original principal amount of $2,000,000, a form of which is attached hereto as Exhibit 10.2. Except as otherwise described in this statement, to the best knowledge of any of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2, or between such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.”

Page 7 of 10 Pages

Item 7.

Material to be Filed as Exhibits.

The following documents are being filed as exhibits to this Amendment and are incorporated herein by reference:

Exhibit 10.1

Stock Purchase Agreement entered into on May 18, 2006 between Staff LLC and Israel M. Stein, M.D.

Exhibit 10.2

Promissory Note issued on May 18, 2006 by Staff LLC to Israel M Stein, M.D. in the original principal amount of $2,000,000

Exhibit 99.1

Joint Filing Agreement, dated as of May 23, 2006, by and among Randal J. Kirk, RJK, L.L.C., New River Management II, LP and Kirkfield, L.L.C.

Page 8 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: May 23, 2006	/s/ Randal J. Kirk
	Randal J. Kirk
Date: May 23, 2006	RJK, L.L.C.

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager

Date: May 23, 2006	NEW RIVER MANAGEMENT II, LP

	By:	Third Security Capital Partners, LLC, its general partner

	By:	Third Security, LLC, its managing member

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Sole Member


Date: May 23, 2006	KIRKFIELD, L.L.C.

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager

Page 9 of 10 Pages

EXHIBIT INDEX

Exhibit Number

Exhibit

Exhibit 10.1

Stock Purchase Agreement entered into on May 18, 2006 between Staff LLC and Israel M. Stein, M.D.

Exhibit 10.2

Form of Promissory Note issued on May 18, 2006 by Staff LLC to Israel M Stein, M.D. in the original principal amount of $2,000,000

Exhibit 99.1

Joint Filing Agreement, dated as of May 23, 2006, by and among Randal J. Kirk, RJK, L.L.C., New River Management II, LP and Kirkfield, L.L.C.

Page 10 of 10 Pages

EX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

AGREEMENT, made as of May 18, 2006, between Israel M. Stein (the “Seller”) and Third Security Staff 2001 LLC (the “Buyer”).

WHEREAS, the Seller is willing to sell to the Buyer, and the Buyer is willing to purchase from the Seller, One Hundred Thousand (100,000) shares of Common Stock (the “Shares”) of Clinical Data, Inc., a Delaware corporation (the “Company”), currently held by the Seller.

ACCORDINGLY, THE PARTIES AGREE AS FOLLOWS:

1. Sale of Shares. The Seller hereby agrees to sell to the Buyer, and the Buyer hereby agrees to purchase from the Seller, all of the Shares. The Buyer hereby acknowledges that the Shares do not represent the entire equity interest of the Seller in the Company and agrees that the transactions contemplated by this Agreement will not create in, or transfer to, the Buyer any right or interest in any other security of the Company held by the Seller.

2. Purchase Price. The purchase price for the Shares is Two Million Dollars ($2,000,000) (the “Purchase Price”). The Purchase Price shall be paid in the form of a $2,000,000 promissory note of even date from the Buyer to the Seller in the form attached hereto as Exhibit A (the “Promissory Note”), against delivery by the Seller to the Buyer of a certificate or certificates representing the Shares registered in the name of the Buyer or, if not so registered, accompanied by stock powers in form sufficient to permit transfer of the Shares into the name of the Buyer on the books of the stock transfer agent of the Company.

3. Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer as follows:

(a) Shares. The Seller is the lawful owner of the Shares, and the Seller has the full power and authority to sell the Shares, free and clear of any liens or encumbrances whatsoever. All of the Shares have been, to the best knowledge of the Seller, validly issued and are fully paid and nonassessable; and no person has any present or future right (conditional, preemptive or otherwise) to acquire any of the Shares. Upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to all such Shares free and clear of all liens or encumbrances whatsoever, options, warrants, purchase rights, contracts, commitments, equities, claims and demands will be transferred to Buyer, and such Shares shall be validly issued, fully paid and nonassessable.

(b) No Breach or Conflict. The sale of the Shares contemplated by this Agreement does not conflict with, or result in a breach of, or a default under, or give rise to a right of acceleration under, any agreement or instrument to which the Seller is a party.

(c) 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 authority, regulatory or self-regulatory agency or any other third party is necessary or is required to be made or obtained by Seller, in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except as may be required under the Blue Sky laws of the jurisdiction in which the Buyer is resident.

(d) Litigation. There is no litigation, arbitration proceeding, governmental investigation, citation or action of any kind pending or, to the knowledge of Seller, proposed or threatened that seeks restraint, prohibition, damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby.

(e) Fees and Expenses of Brokers and Others. Seller is not committed to any liability for any brokers’ or finders’ fees or any similar fees in connection with the transactions contemplated hereby, and Seller has not retained any broker or other intermediary to act on its behalf in connection with the transactions contemplated by this Agreement.

(f) Purchase for Investment. Seller is acquiring the Promissory Note solely for Seller’s own account for investment and not with a view to or for sale in connection with any distribution thereof. Seller acknowledges that the Promissory Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), the Promissory Note currently is not freely tradable because it constitutes restricted securities and Seller must continue to bear the economic risk of the investment in the Promissory Note unless the Promissory Note is subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available.

(g) Truth and Completeness of Representations and Warranties. None of the information contained in the representations and warranties of the Seller set forth in this Agreement contains any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading.

4. Representations and Warranties of the Buyer. The Buyer represents and warrants to the Seller as follows:

(a) Organization of Buyer. Buyer is a limited liability company duly formed and validly existing under the laws of the Commonwealth of Virginia.

(b) Investment Intent. The Buyer is acquiring the Shares for its own account for investment, not for the interest of any other person, not for resale to any other person and not with a view to or in connection with a sale or distribution, as such term is defined in the Securities Act.

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(c)Knowledge and Experience. The Buyer is an “accredited investor” (as such term is defined in Regulation D under the Securities Act), is knowledgeable and experienced in businesses of the sort conducted by the Company.

(d) Investment Risk. The Buyer understands that the Shares were acquired by the Seller in a transaction exempt from the registration requirements of the Securities Act, and are being sold and transferred to the Buyer in a transaction which the Seller (in reliance on the representations and warranties made by the Buyer herein) believes exempt from such registration requirements; and that the Buyer may be required to hold the Shares indefinitely. The Buyer is capable of evaluating the merits and risks involved in the acquisition of the Shares and is capable of bearing the economic risk of such investment.

(e) Resale. The Buyer is aware that any resale inconsistent with the Securities Act may create liability on its part and/or the part of the Seller, and agrees not to assign, sell, pledge, transfer or otherwise dispose of or transfer any of the Shares unless registered under the Securities Act and applicable state securities laws or an exemption from such registration is available.

(f) Legend. The certificate representing the Shares will contain a legend substantially as follows:

“The shares represented hereby have not been registered under the Securities Act of 1933 (the “Act”), or any state securities or blue sky laws and may not be offered, sold, transferred, hypothecated or otherwise assigned except pursuant to a registration statement with respect to such shares which is effective under the Act or pursuant to an available exemption from registration under the Act relating to the disposition of securities and in accordance with applicable state securities and blue sky laws.”

(g) Liquidity. Buyer has no need for liquidity in this investment.

(h) No Prospectus. The Buyer is acquiring the Shares without being furnished any offering literature or prospectus by the Seller.

(i) Risk Factors. The undersigned understands that an investment in the Shares involves significant risks, and the undersigned has carefully reviewed and is aware of all of the risk factors related to the purchase of the Shares.

5. Guaranty. The parties hereto agree that it is a condition precedent to delivery and acceptance of the Promissory Note that Randal J. Kirk shall have executed and delivered to the Seller a Guaranty in the form attached hereto as Exhibit B.

6. Indemnification.

(a) Seller’s Indemnification. Seller hereby indemnifies and holds Buyer and its directors, officers, members and affiliates (collectively, the “ Buyer Indemnified Parties”) harmless from and against, and agrees to defend promptly the Buyer Indemnified Parties from and reimburse the Buyer Indemnified Parties for, any and all losses, liabilities, claims, damages (including incidental and consequential damages), costs, expenses (including costs of investigation and defense and reasonable attorneys’ fees) and obligations (hereinafter referred to collectively as “Losses”) that the Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant to this Agreement; and (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement.

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(b) Buyer’s Indemnification. Buyer hereby indemnifies and holds Seller harmless from and against, and agrees to defend promptly the Seller from and reimburse the Seller for, any and all Losses that Seller may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any material breach or inaccuracy of any of the representations and warranties made by Buyer in this Agreement, the Promissory Note or any other agreement or instrument delivered by Buyer pursuant to this Agreement; and (ii) any failure of Buyer to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement, the Promissory Note or under any of the agreements and instruments delivered by Buyer pursuant to this Agreement.

7. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the undersigned parties and their respective heirs, personal representatives, successors and assigns.

8. Entire Agreement and Amendments. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof, and no other agreement with respect thereto, including any prior written or oral representation or understanding of the parties, shall have any further force or effect. The Buyer and the Seller each represents and warrants to the other that, in entering this Agreement, he has relied on no statements, representations, inducements or promises made by the other party except as are expressly set forth in this Agreement. This Agreement may be modified only by a subsequent writing signed by both parties to this Agreement.

9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

	THE BUYER:

	THIRD SECURITY STAFF 2001 LLC


	/s/Randal J. Kirk
	By: Randal J. Kirk
	Title: Manager


	THE SELLER:


	/s/Israel M. Stein
	Israel M. Stein

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EX-10.2 3 ex10_2.htm EXHIBIT 10.2 Exhibit 10.2

EXHIBIT 10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY JURISDICTION, OR (ii) AN EXEMPTION FROM SUCH REGISTRATION.

PROMISSORY NOTE

$2,000,000.00

May 18, 2006

FOR VALUE RECEIVED, Third Security Staff 2001 LLC, having an address of 1881 Grove Avenue, Radford, Virginia 24141 (the "Maker"), promises to pay to the order of Dr. Israel M. Stein ("Lender") at 17 Edge Hill Road, Chestnut Hill, Massachusetts 02467 (the Lender and each successor, owner, endorsee, bearer and holder of this note being herein generally called the "Holder"), or at such other place as the Holder of this note may from time to time designate in writing, in lawful money of the United States of America and in the manner hereinafter provided, the principal sum of Two Million and 00/100 Dollars ($2,000,000.00) together with interest from the date hereof upon the unpaid principal balance, at the rate of five and 00/100 (5.0%) percent per annum.

During the term hereof, six (6) consecutive quarterly installments of principal and interest shall be due and payable by Maker to Holder in accordance with the attached Schedule commencing on August 18, 2006.

On November 18, 2007 Maker shall make final payment of the entire outstanding principal balance, together with all accrued but unpaid interest and all other charges due hereunder (the "Maturity Date").

The entire indebtedness evidenced hereby may be prepaid in full or in part at any time without premium or penalty.

The Maker hereby waives presentment for payment, protest, suretyship defenses and all other defenses in the nature thereof, notice of protest, dishonor and non-payment of this note and the Maker's liability hereunder shall remain unimpaired, notwithstanding any extension of the time of payment, changes in terms and conditions and all other indulgences granted by the Holder hereof, or the release from liability of any party which may assume the obligation to make payment of the indebtedness evidenced hereby or the performance of the obligations of the Maker hereof.

The Maker hereof for itself and its legal representatives, successors and assigns respectively, agrees to pay all costs and expenses of collection and enforcement of the obligations of Maker evidenced hereby and the rights of the Holder under this note or under any other instrument now or hereafter executed in connection herewith, including, without limitation, reasonable attorneys' fees and expenses incurred in connection therewith whether or not suit is commenced.

The Holder shall not, by any act, delay, omission or otherwise be deemed to waive any of his rights or remedies hereunder unless such waiver be in writing and signed by the Holder, and then only to the extent expressly set forth therein. A waiver on any such occasion shall not be construed as a bar to or waiver of any such right or remedy on any future occasion.

Wherever notice, demand, or a request may properly be given to the Maker hereof under this note, the same shall always be sufficient if in writing and deposited in the United States mails, by registered or certified mail, addressed to the Maker at the address given in this note as the Maker's address, or the address of the Maker last known to the Holder hereof, and any such notice, demand or request shall be treated as having been given upon deposit in the United States mails, postage prepaid, by registered or certified mail.

The Maker and the Holder each agrees that any action or proceeding for any claim arising out of or related to this note or the transactions contained in or contemplated by this note, whether in tort or contract or at law or in equity, shall be brought only in either the United States District Court for the District of Delaware or in a Delaware state court (each, a “Chosen Court”), and the Maker and the Holder each irrevocably (a) submits to the jurisdiction of the Chosen Courts (and of their appropriate appellate courts), (b) waives any objection to laying venue in any such action or proceeding in either Chosen Court, and (c) waives any objection that such Chosen Court is an inconvenient forum for the action or proceeding. FURTHER, EACH PARTY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS NOTE OR THE TRANSACTIONS CONTAINED IN OR CONTEMPLATED HEREBY.

If any provision(s) hereof or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, at the Holder's option, the remainder hereof, or the application of such provision(s) to persons or circumstances other than those as to which such provision(s) is (was) held invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and in force to the fullest extent permitted by law.

This note shall be governed by and construed in accordance with the laws of the State of Delaware, to the maximum extent the parties may so lawfully agree. Notwithstanding any provision herein or in any instrument now or hereafter securing this note, the total liability for payments in the nature of interest shall not exceed the limits imposed by the usury laws of said State. The Maker acknowledges that the Maker: (i) has read the provisions of this note; (ii) has had the opportunity to consult legal counsel; (iii) understands the rights that the Maker is granting in this note; and (iv) has executed and delivered this note with the intent to be legally bound.

Nothing contained in this note shall be determined as conferring upon the Holder any rights as a member of the Maker.

EXECUTED AS A SEALED INSTRUMENT, as of the day and year first above written.

WITNESS:	THIRD SECURITY STAFF 2001 LLC




	By:	Randal J. Kirk
	Title:	Manager

COMMONWEALTH OF VIRGINIA

City of Radford

On this 18th day of May, 2006, before me, the undersigned notary public, personally appeared Randal J. Kirk, in his capacity as Manager of Third Security Staff 2001 LLC, proved to me through satisfactory evidence of identification, which were ____________________________________, to be the person whose name is signed on the preceding or attached document, and acknowledged to me that he signed it voluntarily for its stated purpose.


	NOTARY PUBLIC

SCHEDULE

TO PROMISSORY NOTE

DATED MAY 18, 2006

Compound Period: Quarterly

Nominal Annual Rate: 5.000 %

CASH FLOW DATA


	Event	Date	Amount	Number	Period	End Date
1	Loan	05/18/2006	2,000,000.00	1
2	Payment	08/18/2006	333,333.33	6	Quarterly	11/18/2007
	Fixed Principal (+Int.)

AMORTIZATION SCHEDULE

	Date	Payment	Interest	Principal	Balance
Loan	05/18/2006				2,000,000.00
1	08/18/2006	358,333.33	25,000.00	333,333.33	1,666,666.67
2	11/18/2006	354,166.66	20,833.33	333,333.33	1,333,333.34
2006 Totals		712,499.99	45,833.33	666,666.66

3	02/18/2007	350,000.00	16,666.67	333,333.33	1,000,000.01
4	05/18/2007	345,833.33	12,500.00	333,333.33	666,666.68
5	08/18/2007	341,666.66	8,333.33	333,333.33	333,333.35
6	11/18/2007	337,500.00	4,166.65	333,333.35	0.00
2007 Totals		1,374,999.99	41,666.65	1,333,333.34

Grand Totals		2,087,499.98	87,499.98	2,000,000.00

EX-99.1 4 ex99_1.htm EXHIBIT 99.1 Exhibit 99.1

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 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 23rd day of May, 2006.

Date: May 23, 2006	/s/ Randal J. Kirk
	Randal J. Kirk

Date: May 23, 2006	RJK, L.L.C.

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager

Date: May 23, 2006	NEW RIVER MANAGEMENT II, LP

	By:	Third Security Capital Partners, LLC, its general partner

	By:	Third Security, LLC, its managing member

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager

Date: May 23, 2006	KIRKFIELD, L.L.C.

	By:	/s/ Randal J. Kirk
		Randal J. Kirk
		Manager

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