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3-Nov-2009
Financial Statements and Exhibits
(b)
Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements describing the pro forma effect of the business combination described in the Original Filing on the Company's (i) unaudited balance sheet as of August 31, 2009 and (ii) unaudited statement of operations for the year ended August 31, 2009, as required by Article 11 of Regulation S-X, and as required by this Item 9.01(b), are filed herewith as Exhibit 99.4 and are incorporated herein by reference.
Exhibits.
Filed
Exhibit Here Incorporated by Reference
No. Exhibit Description with Form File No. Exhibit Filing Date Filed By
2.1 Agreement and Plan 8-K 000-50720 2.1 7/28/09 Raptor
of Merger and Pharmaceuticals
Reorganization, Corp.
dated as of July
27, 2009, among
TorreyPines, ECP
Acquisition Inc.
and Rap Pharma
3.1 Charter Amendment
for TorreyPines**
3.2 Certificate of
Merger between Rap
Pharma and ECP
Acquisition, Inc.**
4.1 Warrant to purchase 10QSB/A 000-50720 4.1 4/15/08 Raptor
common stock dated Pharmaceuticals
December 14, 2007 Corp.
issued to Flower
Ventures, LLC
4.2 Warrant to purchase 10QSB/A 000-50720 4.2 4/15/08 Raptor
common stock dated Pharmaceuticals
December 14, 2007 Corp.
issued to ICON
Partners, LP
4.3 Form of Warrant to 8-K 000-50720 4.1 5/22/08 Raptor
purchase common Pharmaceuticals
stock of Rap Pharma Corp.
4.4 Form of Placement 8-K/A 000-50720 4.2 5/28/08 Raptor
Agent Warrant to Pharmaceuticals
purchase common Corp.
stock of Rap Pharma
4.5 Form of Warrant to 8-K 000-50720 4.1 8/25/09 Raptor
purchase common Pharmaceuticals
stock of Rap Pharma Corp.
4.6 Form of Placement 8-K 000-50720 4.2 8/25/09 Raptor
Agent Warrant to Pharmaceuticals
purchase common Corp.
stock of Rap Pharma
4.7 Form of Stock
Certificate for
Raptor***
10.1 Employment 8-K 000-50720 10.5 5/26/06 Raptor
Agreement between Pharmaceuticals
Rap Pharma and Corp.
Dr. Christopher
Starr dated May 1,
2006.
10.2 First Amendment to 8-K 000-50720 10.1 1/5/09 Raptor
the Employment Pharmaceuticals
Agreement between Corp.
Rap Pharma and
Dr. Christopher
Starr effective
January 1, 2009.
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10.3 Employment 8-K 000-50720 10.6 5/26/06 Raptor
Agreement between Pharmaceuticals
Rap Pharma Inc. and Corp.
Dr. Todd Zankel
dated May 15, 2006.
10.4 First Amendment to 8-K 000-50720 10.3 1/5/09 Raptor
the Employment Pharmaceuticals
Agreement between Corp.
Rap Pharma and
Dr. Todd Zankel
effective January
1, 2009.
10.5 Employment 8-K 000-50720 10.7 5/26/06 Raptor
Agreement between Pharmaceuticals
Rap Pharma and Corp.
Ms. Kim Tsuchimoto
dated May 1, 2006.
10.6 First Amendment to 8-K 000-50720 10.2 1/5/09 Raptor
the Employment Pharmaceuticals
Agreement between Corp.
Rap Pharma and
Ms. Kim Tsuchimoto
effective January
1, 2009.
10.7 Employment 10QSB 000-50720 10.1 1/14/08 Raptor
Agreement between Pharmaceuticals
Rap Therapeutics Corp.
and Thomas E. Daley
dated September 7,
2007
10.8 First Amendment to 8-K 000-50720 10.4 1/5/09 Raptor
the Employment Pharmaceuticals
Agreement between Corp.
Rap Therapeutics
and Thomas E. Daley
effective January
1, 2009.
10.9 Offer Letter from 8-K 000-50720 10.1 4/14/09 Raptor
Rap Therapeutics Pharmaceuticals
dated as of April Corp.
8, 2009 for Patrice
Rioux, M.D., Ph.D.
10.10 2006 Equity S-8 333-140944 4.3 2/28/07 Raptor
Incentive Plan, as Pharmaceuticals
amended Corp.
10.11 2008 Plan Amendment 10-K/A 000-50720 10.5 12/23/08 Raptor
to 2006 Equity Pharmaceuticals
Incentive Plan Corp.
10.12 Asset Purchase 10QSB 000-50720 10.3 1/14/08 Raptor
Agreement between Pharmaceuticals
Rap Therapeutics, Corp.
Rap Pharma and
Convivia, Inc.
dated October 17,
2007
10.13 Merger agreement 10QSB/A 000-50720 10.1 4/15/08 Raptor
between Rap Pharmaceuticals
Therapeutics and Corp.
Encode
Pharmaceuticals,
Inc. dated December
14, 2007
10.14 Pharmaceutical 10QSB/A 000-50720 10.2 4/15/08 Raptor
development Pharmaceuticals
services agreement Corp.
between Rap
Therapeutics and
Patheon
Pharmaceuticals
Inc. dated January
7, 2008*
10.15 License agreement 10QSB/A 000-50720 10.3 4/15/08 Raptor
between Encode Pharmaceuticals
Pharmaceuticals, Corp.
Inc. (acquired by
Rap Therapeutics)
and Regents of the
University of
California dated
October 31, 2007*
10.16 Amendment number 10QSB/A 000-50720 10.4 4/15/08 Raptor
one to license Pharmaceuticals
agreement between Corp.
Encode
Pharmaceuticals,
Inc. (acquired by
Rap Therapeutics)
and the Regents of
the University of
California dated
February 29, 2008*
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10.17 Securities Purchase 10QSB 000-50720 10.1 7/9/08 Raptor
Agreement, dated as Pharmaceuticals
of May 21, 2008, by Corp.
and among Rap
Pharma and the
investors listed on
the signature pages
thereto
10.18 Amendment to 10QSB 000-50720 10.2 7/9/08 Raptor
Securities Purchase Pharmaceuticals
Agreement, dated as Corp.
of May 21, 2008, by
and among Rap
Pharma and the
investors listed on
the signature pages
thereto
16.1 E&Y Letter to SEC**
16.2 Revised E&Y Letter
to SEC****
99.1 Press Release dated
September 28,
2009**
99.2 Press Release dated
September 30,
2009**
99.3 Press Release dated
October 1, 2009**
99.4 Unaudited pro forma X
condensed combined
financial
statements
describing the pro
forma effect of the
business
combination
described in the
Original Filing on
the Company's
(i) unaudited
balance sheet as of
August 31, 2009 and
(ii) unaudited
statement of
operations for the
year ended August
31, 2009.
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* Certain portions of this agreement have been redacted and submitted to the SEC under a confidential treatment request pursuant to Rule 24b-2. ** Previously filed with the Original Filing (Form 8-K) with the SEC by the Registrant on October 5, 2009. *** Previously filed with the First Amendment (Form 8-K/A) with the SEC by the Registrant on October 7, 2009. **** Previously filed with the Second Amendment (Form 8-K/A) with the SEC by the Registrant on October 9, 2009.
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