Item 1.01 Entry into a Material Definitive Agreement.

The Registration Rights Agreement entered into on January 3, 2008 by and among Pharmos Corporation, New Enterprise Associates 10, Limited Partnership (affiliated with Charles W. Newhall, III, a Director of Pharmos), Lloyd I. Miller, III (a Director of Pharmos), Robert F. Johnston (Executive Chairman of Pharmos) and Venrock Associates, Venrock Associates III, L.P., and Venrock Entrepreneurs Fund III, L.P. (all of which are affiliated with Anthony B. Evnin, a Director of Pharmos) in connection with the sale of Pharmos's 10% Convertible Debentures due November 2012 was amended on April 25, 2008. The amendment provides that (i) the Company shall use commercially reasonable efforts to cause the registration statement to be declared effective by the Commission not later than the earlier of (a) December 31, 2008 or (b) the fifth business day following the date on which the Company is notified by the Commission that the registration statement will not be reviewed or is no longer subject to further review and comments and (ii) liquidated damages shall be payable by the Company if the registration statement is not declared effective by the Commission on or before December 31, 2008.

Item 9.01 Financial Statements and Exhibits.

4.1 Amendment No. 1 to Registration Rights Agreement dated as of April 25, 2008 by and among Pharmos Corporation and the Purchasers named therein.

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