TPTX » Topics » Interests of Directors and Officers in the Plan of Dissolution

This excerpt taken from the TPTX DEF 14A filed Jun 19, 2009.

Interests of Directors and Officers in the Plan of Dissolution

In considering the recommendation of our Board of Directors, you should be aware that some of our directors and executive officers may have interests in the Plan of Dissolution that are different from or in addition to your interests as a stockholder and that may present actual or potential conflicts of interest. Our Board of Directors was aware of these interests and considered them, among other matters, in approving the Plan of Dissolution and the transactions contemplated thereby and in determining to recommend that TorreyPines Therapeutics’ stockholders vote FOR the approval of the Plan of Dissolution. You should consider these and other interests of our directors and executive officers that are described in this proxy statement.

On May 27, 2009 we received notice from Dr. Jean Deleage that he was resigning from the Company’s Board of Directors effective immediately. Dr. Deleage is a managing director of Alta Partners, which owned 13.9% of the Company’s common stock as of May 26, 2009. No reason was given for Dr. Deleage’s resignation.

On May 29, 2009 we received notice from Mr. Patrick Van Beneden that he was resigning from the Company’s Board of Directors effective immediately. Mr. Van Beneden is Executive Vice President Life Sciences of GIMV N.V., which owned 13.9% of the Company’s common stock as of May 26, 2009. No reason was given for Mr. Van Beneden’s resignation.

On June 12, 2009 we received notice from Dr. Jason Fisherman that he was resigning from the Company’s Board of Directors effective immediately. Dr. Fisherman is a managing director of Advent Healthcare Ventures, which owned 8.3% of our common stock as of May 26, 2009. No reason was given for Dr. Fisherman’s resignation.

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