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Raptor Pharmaceuticals Raises $5 Million
Date:8/25/2009

er 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. The merged company will be named Raptor Pharmaceutical Corp., will trade under the symbol "RPTP", be managed by Raptor's management team and board of directors and be headquartered in Novato, California.

Under terms of the agreement, which were unanimously approved by the boards of directors of Raptor and TorreyPines, Raptor will be merged with and into a wholly-owned subsidiary of TorreyPines upon closing. TorreyPines will issue, and Raptor stockholders will receive, shares of TorreyPines common stock such that Raptor stockholders will own 95%, and TorreyPines stockholders will own 5%, of the combined company.

At closing, TorreyPines will also implement a reverse stock split in order to comply with Nasdaq listing requirements; the exact size of the split will be determined at closing. Closing of the merger is subject to customary conditions and contingent upon, among other things, a vote to adopt the definitive merger agreement by a majority of Raptor's stockholders at its annual meetings of stockholders, expected to take place in the fourth quarter of 2009.

Depending on the review process of the regulatory agencies, the companies expect the merger to close in the fourth quarter of 2009. Upon closing the transaction, it is anticipated that the combined company's shares will trade on the Nasdaq Capital Market. TorreyPines is advised by Merriman Curhan Ford and Raptor is advised by Beal Advisors.

Management and Organization

If the merger closes, the combined company will have offices in Novato, California. Executive management will be as follows:

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SOURCE Raptor Pharmaceuticals Corp.
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