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Pharmos Corporation

Drug Names(s): R-tofisopam

Description: Dextofisopam is the R-enantiomer of racemic tofisopam. Tofisopam, long marketed outside the U.S. under the brand names Emandaxin and Grandaxin, is a benzodiazepine derivative. Unlike standard benzodiazepines, however, 2,3 benzodiazepines (like dextofisopam) do not appear to bind to the GABA site but rather bind specifically to 2,3 benzodiazepine receptors. While dextofisopam is thought to bind to specific receptors in areas of the brain affecting autonomic function, including gastrointestinal function, the exact mechanism of action is unclear.

Deal Structure: In March 2006, Pharmos entered into a definitive agreement to acquire Vela Pharmaceuticals Inc. The transaction includes an initial payment of $5.0 million in cash and the issuance of 11.5 million shares of Pharmos common stock for a combined value of approximately $29.7 million. The transaction also includes the issuance of up to 8.0 million additional Pharmos shares contingent on achieving specific clinical milestones.

The transaction will create a combined company focused primarily on diseases of the nervous system and autoimmune disorders. The most advanced drug in clinical development in the combined company's pipeline will be Vela's R-tofisopam for the treatment of diarrhea-predominant and alternating-type irritable bowel syndrome.

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