X0203 3 2009-04-21 0 0000713275 PHARMOS CORP PARS 0001132326 NEW ENTERPRISE ASSOCIATES 10 L P 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001236049 NEA PARTNERS 10 L P 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001005561 BARRIS PETER J 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001219855 BARRETT M JAMES 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001005550 KRAMLICH C RICHARD 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001062466 PERRY MARK W 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001237289 SANDELL SCOTT D 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 0001172932 TRAINOR III EUGENE A 1119 ST. PAUL STREET BALTIMORE MD 21202 0 0 1 0 Common Stock 13891678 D Common Stock Warrants .12 2014-04-21 Common Stock 8000000 D The shares are directly held by New Enterprise Associates 10, Limited Partnership ("NEA 10") and indirectly held by NEA Partners 10, Limited Partnership ("NEA Partners 10"), the sole general partner of NEA 10, and the individual general partners of NEA Partners 10 (NEA Partners 10 and the individual general partners together, the "Indirect Reporting Persons"). The individual general partners of NEA Partners 10 are James Barrett, Peter J. Barris, C. Richard Kramlich, Charles W. Newhall, III, Mark W. Perry, Scott D. Sandell and Eugene A Trainor, III. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or otherwise of such portion of the NEA 10 shares in which the Indirect Reporting Persons have no actual pecuniary interest therein. The securities are directly held by NEA 10 and indirectly held by the Indirect Reporting Persons. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the 1934 Act or otherwise of such portion of the NEA 10 securities in which the Indirect Reporting Persons have no actual pecuniary interest therein. The warrants are not exercisable until the issuer's board of directors and stockholders authorize additional common stock in an amount sufficient to honor the exercise of the warrants. Includes shares previously held by NEA 10. Also includes shares purchased from the issuer on April 21, 2009 and shares received upon the conversion on April 21, 2009 of a 10% Convertible Debenture Due November 1, 2012 held by NEA 10. /s/ Shawn Conway, attorney-in-fact 2009-04-23