0001169232-06-004205 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 31st, 2006 • Pharmos Corp • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”), dated as of October 25, 2006, is made by and among PHARMOS CORPORATION, a Nevada corporation (the “Company”), and Srinivas Akkaraju, Jeff Calcagno, Anthony B. Evnin, Robert F. Johnston and Charles W. Newhall III (the “Representatives”), as representatives of (i) the stockholders (“Former Stockholders”) of Vela Pharmaceuticals Inc., a Delaware corporation (“Vela”), that become stockholders of the Company in accordance with the Merger Agreement (as hereinafter defined) and (ii) the participants (“Participants”) in Vela’s 2005 Acquisition Bonus Plan that become stockholders of the Company in connection with the Merger; such Former Stockholders and Participants are hereinafter collectively referred to as the “Stockholders”.

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