These excerpts taken from the TPTX 8-K filed Oct 5, 2009.
TorreyPines), has been approved, adopted, executed and acknowledged by each of the Constituent Corporations and TorreyPines pursuant to Section 251 of the Delaware General Corporation Law.
THIRD: That the name of the surviving corporation of the merger shall be Raptor Pharmaceuticals Corp. (the
TorreyPines Therapeutics, Inc. is a biopharmaceutical company which has been committed to providing patients with better alternatives to existing therapies through the research, development and commercialization of small molecule compounds. TorreyPines goal has been to develop versatile product candidates each capable of treating a number of acute and chronic diseases and disorders such as migraine and chronic pain. TorreyPines currently has two ionotropic glutamate receptor antagonist clinical stage product candidates. Further information is available at www.tptxinc.com.
This document contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future results of operation or future financial performance, including, but not limited to the following statement: that the all closing conditions and regulatory approvals will be obtained to close the merger or that the merger will close at all; and that the combined company will list on the NASDAQ Capital Market or any national exchange. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause Raptors actual results to be materially different from these forward-looking statements. Raptor cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Certain of these risks, uncertainties, and other factors are described in greater detail in Raptors filings from time to time with the Securities and Exchange Commission (the SEC), which Raptor strongly urges you to read and consider, including the joint proxy statement/prospectus on Form S-4 filed by TorreyPines on August 19, 2009; Raptors Registration Statement on Form S-1, as amended, that was declared effective on August 7, 2008; Raptors annual report on Form 10-K filed with the SEC on October 30, 2008, as amended by that Form 10-K/A filed with the SEC on December 23, 2008; and Raptors Form 10-Q filed with the SEC on July 15, 2009, all of which are available free of charge on the SECs web site at http://www.sec.gov. Subsequent written and oral forward-looking statements attributable to Raptor or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth in Raptors reports filed with the SEC. Raptor expressly disclaims any intent or obligation to update any forward-looking statements.
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