SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* EVNIN ANTHONY B (Last) (First) (Middle) C/O VENROCK ASSOCIATES 30 ROCKEFELLER PLAZA, ROOM 5508 (Street) NEW YORK NY 10112 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PHARMOS CORP [ PARS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/25/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/25/2006		J(1)		230,978(2)	A	(1)	230,978	I	By Fund(3)
Common Stock	10/25/2006		J(4)		1,026,569(5)	A	(4)	1,026,569	I	By Fund(6)
Common Stock	10/25/2006		J(7)		25,665(8)	A	(7)	25,665	I	By Fund(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Received in exchange for 391,542 shares of Vela Pharmaceuticals Inc. ("Vela") Series D Preferred Stock in connection with the merger of Vela into Pharmos Corporation on October 25, 2006. The merger agreement provides that the former shareholders of Vela will receive additional shares upon the completion of stipulated milestones for development of dextofisopam. The reporting person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on October 25, 2006, the effective date of the merger.

2. Of the 230,978 shares issued to the reporting person in the merger, 34,647 shares are currently being held in escrow and are subject to forfeiture during the eighteen month period following the merger to satisfy claims arising as a result of claims for damages under the indemnification provisions of the merger agreement. One third of the total number of shares held in escrow will be released on the dates which are six, twelve, and eighteen months after the closing of the merger agreement.

3. Securities held of record by Venrock Associates, a limited partnership of which Anthony B. Evnin is a General Partner. Mr. Evnin disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

4. Received in exchange for 1,740,188 shares of Vela Series D Preferred Stock in connection with the merger of Vela into Pharmos Corporation on October 25, 2006. The merger agreement provides that the former shareholders of Vela will receive additional shares upon the completion of stipulated milestones for development of dextofisopam. The reporting person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on October 25, 2006, the effective date of the merger.

5. Of the 1,026,569 shares issued to the reporting person in the merger, 153,985 shares are currently being held in escrow and are subject to forfeiture during the eighteen month period following the merger to satisfy claims arising as a result of claims for damages under the indemnification provisions of the merger agreement. One third of the total number of shares held in escrow will be released on the dates which are six, twelve, and eighteen months after the closing of the merger agreement.

6. Securities held of record by Venrock Associates III, L.P., a limited partnership of which Venrock Management III LLC is the General Partner. Anthony B. Evnin is a Member of Venrock Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

7. Received in exchange for 43,505 shares of Vela Series D Preferred Stock in connection with the merger of Vela into Pharmos Corporation on October 25, 2006. The merger agreement provides that the former shareholders of Vela will receive additional shares upon the completion of stipulated milestones for development of dextofisopam. The reporting person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on October 25, 2006, the effective date of the merger.

8. Of the 25,665 shares issued to the reporting person in the merger, 3,850 shares are currently being held in escrow and are subject to forfeiture during the eighteen month period following the merger to satisfy claims arising as a result of claims for damages under the indemnification provisions of the merger agreement. One third of the total number of shares held in escrow will be released on the dates which are six, twelve, and eighteen months after the closing of the merger agreement.

9. Securities held of record by Venrock Entrepreneurs Fund III, L.P., a limited partnership of which VEF Management III LLC is the General Partner. Anthony B. Evnin is a Member of VEF Management III LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest.

Remarks:

	Anthony B. Evnin	10/27/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.