EXHIBIT 99(d)


               CHARTER OF THE GOVERNANCE AND NOMINATING COMMITTEE
                OF THE BOARD OF DIRECTORS OF PHARMOS CORPORATION,
                              A NEVADA CORPORATION

           (ADOPTED BY THE BOARD OF DIRECTORS AS OF FEBRUARY 12, 2004)


1. Purpose. The Governance and Nominating Committee (the "Committee") is
appointed by the Board of Directors (the "Board of Directors") of Pharmos
Corporation (the "Company") to (a) develop and monitor corporate governance best
practices for the Board of Directors; (b) assist the Board of Directors in
identifying individuals qualified to become members of the Board of Directors
and members of the Board of Directors' various committees, (c) select the
director nominees for each annual meeting of stockholders and the committee
nominees; and (d) take such other actions within the scope of this Charter as
the Committee deems necessary or appropriate.

2. Membership. The Committee will be comprised of three or more directors. All
members of the Committee will be independent directors (as determined by the
Board of Directors) to the extent required by the rules of the New York Stock
Exchange, the Nasdaq National Market or any other exchange or market upon which
the Company's shares are listed or quoted, and any applicable law. The members
of the Committee will be appointed by and serve at the discretion of the Board
of Directors.

3. Specific Responsibilities and Duties. The Board of Directors delegates to the
Committee the express authority to:

         (a) Board Policies and Processes. Develop and recommend to the Board of
         Directors, policies and processes designed to provide for effective and
         efficient governance, including but not limited to: policies for
         evaluation of the Board of Directors and the chairperson; election and
         reelection of Board members; Board orientation and education; and
         succession planning for the Board chairperson and other Board members.

         (b) Board Education. Plan Board education, including new member
         orientation.

         (c) Board Goals and Expectations. Prepare an initial draft of annual
         Board goals and objectives for the Board of Directors' review and
         approval and periodically review and recommend to the full Board of
         Directors a description of expectations for Board members and the Board
         chairperson.

         (d) Composition of the Board of Directors. Evaluate the size and
         composition of the Board of Directors, develop criteria for membership
         on the Board of Directors, and evaluate the independence of existing
         and prospective directors.

         (e) Candidates. Seek and evaluate qualified individuals to become
         directors.

         (f) Committees. Evaluate the nature, structure and composition of other
         committees of the Board of Directors.

         (g) Annual Review. Take such steps as the Committee deems necessary or
         appropriate with respect to assessments of the performance of the Board
         of Directors, each other committee of the Board of Directors, and
         itself.

         (h) Review Charter. Review and reassess the adequacy of this Charter
         and make recommendations for changes to the full Board of Directors.

         (i) Other Actions. Take such other actions as may be requested or
         required by the Board of Directors from time to time.

         (j) Recommendations; Reports. Make recommendations and report to the
         Board of Directors and other committees of the Board of Directors with
         respect to any of the foregoing matters.



                                     II-20
<PAGE>


4. Search Firm. The Board of Directors delegates to the Committee the express
authority to decide whether to retain a search firm to assist the Committee in
identifying, screening and attracting director candidates. If the Committee
decides in its discretion to retain such a firm, the Board of Directors
delegates to the Committee the sole authority to retain and terminate any such
firm and to approve the search firm's fees and other retention terms.

5. Meetings. The Committee will meet with such frequency, and at such times, as
its Chairperson, or a majority of the Committee, determines. A special meeting
of the Committee can be called by the Chairperson and will be called promptly
upon the request of any two Committee members. The agenda of each meeting will
be prepared by the Chairperson and circulated to each member prior to the
meeting date. Unless the Committee or the Board of Directors adopts other
procedures, the provisions of the Company's Bylaws applicable to meetings of the
Board of Directors will govern meetings of the Committee.

6. Minutes. Minutes of each meeting will be taken and kept in the Company's
minute book. The Committee will report to the Board of Directors regularly or
whenever requested to do so by the Board of Directors.

7. Subcommittees. The Committee has the power to appoint subcommittees, but no
subcommittee will have any final decision making authority on behalf of Board of
Directors.

8. Reliance; Experts; Cooperation.

         (a) Retention of Counsel and Advisors. The Committee has the power, in
         its discretion, to retain at the Company's expense such counsel,
         advisors and experts as it deems necessary or appropriate to carry out
         its duties.

         (b) Reliance Permitted. The Committee may act in reliance on
         management, the Company's independent public accountants, internal
         auditors, and advisors and experts, as it deems necessary or
         appropriate to enable it to carry out its duties.

         (c) Investigations. The Committee has the power, in its discretion, to
         conduct any investigation it deems necessary or appropriate to enable
         it to carry out its duties.

         (d) Required Participation of Employees. The Committee shall have
         unrestricted access to the Company's employees, independent public
         accountants, internal auditors, and internal and outside counsel, and
         may require any employee of the Company or representative of the
         Company's outside counsel or independent public accountants to attend a
         meeting of the Committee or to meet with any members of the Committee
         or representative of the Committee's counsel, advisors or experts.




                                     II-21