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Raptor Pharmaceuticals Corp. and TorreyPines Therapeutics, Inc. Announce Merger Agreement
Date:7/28/2009

Nasdaq-Listed Biopharmaceutical Company Focusing on Improved Drug Targeting and Reformulation of Existing Therapeutic Compounds to Benefit Underserved Patient Populations

NOVATO, Calif. and LA JOLLA, Calif., July 28 /PRNewswire-FirstCall/ -- Raptor Pharmaceuticals Corp. ("Raptor" or the "Company") (OTC Bulletin Board: RPTP) and TorreyPines Therapeutics, Inc. ("TorreyPines") (Nasdaq: TPTX), today announced that they have entered into a definitive merger agreement. Upon closing, the merger will result in a Nasdaq-listed biopharmaceutical company with a pipeline of mid- to late-stage clinical development candidates and preclinical drug targeting platforms designed to improve drug delivery of existing therapeutics for orphan indications and underserved patient populations. It is anticipated that the merged company will be named Raptor Pharmaceuticals Corp. and be headquartered in Novato, California.

Under terms of the agreement, which were unanimously approved by the boards of directors of Raptor and TorreyPines, upon closing, Raptor will be merged with and into a wholly-owned subsidiary of TorreyPines. TorreyPines will issue, and Raptor stockholders will receive shares of TorreyPines common stock such that Raptor stockholders will own approximately 95% and TorreyPines stockholders will own approximately 5% of the combined company. In addition, at closing, TorreyPines will implement a reverse stock split to ensure compliance with Nasdaq listing requirements; the exact size will be determined at closing. Closing of the merger is subject to customary conditions and contingent upon a vote of approval by both TorreyPines' and Raptor's stockholders at their respective annual meetings of stockholders, expected to take place in the fourth quarter of 2009.

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SOURCE Raptor Pharmaceuticals Corp.; TorreyPines Therapeutics, Inc.
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