ContractAgreement and Plan of Merger • October 5th, 2006 • Pharmos Corp • Pharmaceutical preparations
Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 2 (this “Second Amendment”) dated as of September 29, 2006 to the Agreement and Plan of Merger dated as of March 14, 2006 (the “Initial Merger Agreement”) among Pharmos Corporation, a Nevada corporation (“Parent” or “Pharmos”), Vela Acquisition Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent (“Sub”), and Vela Pharmaceuticals Inc., a Delaware corporation (“Target” or “Vela”), as previously amended by letter agreements among the parties dated August 4 and August 10, 2006 (the “Extension Letters”) and Amendment to Agreement and Plan of Merger dated as of August 31, 2006 (“Amendment No. 1”; collectively with the Extension Letters and with the Initial Merger Agreement, the “Merger Agreement”). Parent, Sub and Target have agreed to amend the Merger Agreement on the terms and conditions set forth in this Second Amendment, and to include Vela Acquisition No.2 Corporation, a Delaware cor
