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.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    (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]

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    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

            	 


    

     

     

    -5-