Amendment to Agreement and Plan of Merger among Vela Pharmaceuticals Inc., Pharmos Corporation, and Vela Acquisition Corporation
Vela Pharmaceuticals Inc., Pharmos Corporation, and Vela Acquisition Corporation have agreed to amend their existing Agreement and Plan of Merger, originally dated March 14, 2006. This amendment changes all references to the date August 31, 2006, in Sections 9.4 and 14 of the original agreement, replacing them with September 14, 2006. The amendment is effective upon countersignature by all parties and does not alter any other terms of the original merger agreement.
EXHIBIT 2.1
[VELA LETTERHEAD]
VIA FACSIMILE
August 10, 2006
Dr. Haim Aviv
Chief Executive Officer
Pharmos Corporation
99 Wood Avenue South, Suite 311
Iselin, NJ 08830
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| Re: | Agreement and Plan of Merger |
Dear Dr. Aviv:
Pursuant to our recent discussions, we have agreed to amend certain provisions of that Agreement and Plan of Merger (the “Merger Agreement”), dated March 14, 2006, by and among Vela Pharmaceuticals Inc. (“Vela ”), Pharmos Corporation (“Pharmos”), and Vela Acquisition Corporation (“Sub”). By countersigning the enclosed copy of this letter, each of Vela, Pharmos and Sub hereby agree that Section 9.4 and Section 14 of the Merger Agreement are each hereby amended such that all references therein to August 31, 2006 are hereby replaced with references to September 14, 2006.
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| VELA PHARMACEUTICALS INC. |
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| By: /s/ Kevin L. Keim |
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| Kevin L. Keim, Ph.D., M.Sc. |
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| President & Chief Executive Officer |
Agreed to:
PHARMOS CORPORATION
By: /s/ Alan Rubino
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| Alan Rubino |
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| President |
VELA ACQUISITION CORPORATION
By: /s/ Alan Rubino
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| Alan Rubino |
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| President |
