Exhibit 4.3

                          REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement (this "Agreement") is made and entered
into as of September 26, 2003, by and among Pharmos Corporation, a Nevada
corporation (the "Company"), and the purchasers signatory hereto (each a
"Purchaser" and collectively, the "Purchasers").

      This Agreement is made pursuant to the Securities Purchase Agreement,
dated as of the date hereof among the Company and the Purchasers (the "Purchase
Agreement").

      The Company and the Purchasers hereby agree as follows:

            1. Definitions. Capitalized terms used and not otherwise defined
      herein that are defined in the Purchase Agreement shall have the meanings
      given such terms in the Purchase Agreement. As used in this Agreement, the
      following terms shall have the following meanings:

            "Effectiveness Date" means, with respect to the Registration
      Statement required to be filed hereunder, the earlier of (a) the 60th
      calendar day following the Closing Date (90th calendar day in the event of
      a full review by the Commission) and (b) the fifth Trading Day following
      the date on which the Company is notified by the Commission that the
      Registration Statement will not be reviewed or is no longer subject to
      further review and comments.

            "Effectiveness Period" shall have the meaning set forth in Section
      2(a).

            "Filing Date" means, with respect to the Registration Statement
      required to be filed hereunder, the 30th calendar day following the
      Closing Date.

            "Holder" or "Holders" means the holder or holders, as the case may
      be, from time to time of Registrable Securities.

            "Indemnified Party" shall have the meaning set forth in Section
      5(c).

            "Indemnifying Party" shall have the meaning set forth in Section
      5(c).

            "Losses" shall have the meaning set forth in Section 5(a).

            "Proceeding" means an action, claim, suit, investigation or
      proceeding (including, without limitation, an investigation or partial
      proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus" means the prospectus included in the Registration
      Statement (including, without limitation, a prospectus that includes any
      information previously omitted from a prospectus filed as part of an
      effective registration statement in reliance upon Rule 430A promulgated
      under the Securities Act), as amended or supplemented by any prospectus
      supplement, with respect to the terms of the offering of any portion of
      the Registrable Securities covered by the Registration Statement, and all
      other amendments and supplements to the Prospectus, including
      post-effective amendments, and all material incorporated by reference or
      deemed to be incorporated by reference in such Prospectus.

            "Registrable Securities" means all of the Underlying Shares and all
      shares issuable upon interest on the Debentures assuming all interest
      payments are made in shares of Common Stock and

<PAGE>

      the Debentures are held until maturity, together with any shares of Common
      Stock issued or issuable upon any stock split, dividend or other
      distribution, recapitalization or similar event with respect to the
      foregoing.

            "Registration Statement" means the registration statements required
      to be filed hereunder, including (in each case) the Prospectus, amendments
      and supplements to the registration statement or Prospectus, including
      pre- and post-effective amendments, all exhibits thereto, and all material
      incorporated by reference or deemed to be incorporated by reference in the
      registration statement.

            "Rule 415" means Rule 415 promulgated by the Commission pursuant to
      the Securities Act, as such Rule may be amended from time to time, or any
      similar rule or regulation hereafter adopted by the Commission having
      substantially the same effect as such Rule.

            "Rule 424" means Rule 424 promulgated by the Commission pursuant to
      the Securities Act, as such Rule may be amended from time to time, or any
      similar rule or regulation hereafter adopted by the Commission having
      substantially the same effect as such Rule.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Underlying Shares" means the shares of Common Stock issuable upon
      conversion of the Debentures and exercise of the Warrant Shares.

            "Warrant" means the warrants issuable pursuant to the Purchase
      Agreement.

            "Warrant Shares" means the shares of Common Stock issuable upon
      exercise of the Warrant.

      2. Registration.

            (a) On or prior to the Filing Date, the Company shall prepare and
      file with the Commission the Registration Statement covering the resale of
      all of the Registrable Securities for an offering to be made on a
      continuous basis pursuant to Rule 415. The Registration Statement required
      hereunder shall be on Form S-3 (except if the Company is not then eligible
      to register for resale the Registrable Securities on Form S-3, in which
      case the Registration shall be on another appropriate form in accordance
      herewith). The Registration Statement required hereunder shall contain
      (except if otherwise directed by the Holders) the "Plan of Distribution"
      attached hereto as Annex A. The Company shall cause the Registration
      Statement to become effective and remain effective as provided herein. The
      Company shall use its commercially reasonable efforts to cause the
      Registration Statement to be declared effective under the Securities Act
      as promptly as possible after the filing thereof, but in any event not
      later than the Effectiveness Date, and shall use its commercially
      reasonable efforts to keep the Registration Statement continuously
      effective under the Securities Act until the date which is two years after
      the Closing Date or such earlier date when all Registrable Securities
      covered by the Registration Statement have been sold or may be sold
      without volume restrictions pursuant to Rule 144(k) as determined by the
      counsel to the Company pursuant to a written opinion letter to such
      effect, addressed and acceptable to the Company's transfer agent and the
      affected Holders (the "Effectiveness Period").

            (b) If: (i) a Registration Statement is not filed on or prior to its
      Filing Date (if the Company files a Registration Statement without
      affording the Holder the opportunity to review and comment on the same as
      required by Section 3(a), the Company shall not be deemed to have
      satisfied this clause (i)), or (ii) a Registration Statement filed or
      required to be filed hereunder is not declared effective by

<PAGE>

      the Commission on or before the Effectiveness Date, or (iii) after a
      Registration Statement is first declared effective by the Commission, it
      ceases for any reason to remain continuously effective as to all
      Registrable Securities for which it is required to be effective, or the
      Holders are not permitted to utilize the Prospectus therein to resell such
      Registrable Securities, for in any such cases fifteen Trading Days (which
      need not be consecutive days) in the aggregate during any 12-month period
      (any such failure or breach being referred to as an "Event," and for
      purposes of clause (i) or (ii) the date on which such Event occurs, or for
      purposes of clause (iii) the date on which such fifteen Trading Day period
      is exceeded being referred to as "Event Date"), then in addition to any
      other rights the Holders may have hereunder or under applicable law: (x)
      on each such Event Date the Company shall pay to each Holder an amount in
      cash, as liquidated damages and not as a penalty, equal to 1% of the
      aggregate purchase price paid by such Holder pursuant to the Purchase
      Agreement for any Registrable Securities then held by such Holder; and (y)
      on each monthly anniversary of each such Event Date (if the applicable
      Event shall not have been cured by such date) until the applicable Event
      is cured, the Company shall pay to each Holder an amount in cash, as
      liquidated damages and not as a penalty, equal to 2% of the aggregate
      purchase price paid by such Holder pursuant to the Purchase Agreement for
      such Holder's Debentures and Warrants then outstanding; provided, however,
      liquidated damages payable to any Purchaser hereunder shall not exceed 15%
      of the aggregate purchase price paid by such Purchaser pursuant to the
      Purchase Agreement for the Holder's Debentures and Warrants then
      outsanding.

      3. Registration Procedures

      In connection with the Company's registration obligations hereunder, the
Company shall:

            (a) Not less than two Trading Days prior to the filing of the
      Registration Statement or any related Prospectus or any amendment or
      supplement thereto, the Company shall, (i) furnish to the Holders copies
      of all such documents proposed to be filed (including documents
      incorporated or deemed incorporated by reference to the extent requested
      by such Person) which documents will be subject to the review of such
      Holders, and (ii) cause its officers and directors, counsel and
      independent certified public accountants to respond to such inquiries as
      shall be necessary, in the reasonable opinion of respective counsel to
      conduct a reasonable investigation within the meaning of the Securities
      Act. The Company shall not file the Registration Statement or any such
      Prospectus or any amendments or supplements thereto to which the Holders
      of a majority of the Registrable Securities shall reasonably object in
      good faith.

            (b) (i) Prepare and file with the Commission such amendments,
      including post-effective amendments, to the Registration Statement and the
      Prospectus used in connection therewith as may be necessary to keep the
      Registration Statement continuously effective as to the applicable
      Registrable Securities for the Effectiveness Period and prepare and file
      with the Commission such additional Registration Statements in order to
      register for resale under the Securities Act all of the Registrable
      Securities; (ii) cause the related Prospectus to be amended or
      supplemented by any required Prospectus supplement, and as so supplemented
      or amended to be filed pursuant to Rule 424; (iii) respond as promptly as
      reasonably possible to any comments received from the Commission with
      respect to the Registration Statement or any amendment thereto and, as
      promptly as reasonably possible, upon request, provide the Holders true
      and complete copies of all correspondence from and to the Commission
      relating to the Registration Statement; and (iv) comply in all material
      respects with the provisions of the Securities Act and the Exchange Act
      with respect to the disposition of all Registrable Securities covered by
      the Registration Statement during the applicable period in

<PAGE>

      accordance with the intended methods of disposition by the Holders thereof
      set forth in the Registration Statement as so amended or in such
      Prospectus as so supplemented.

            (c) Notify the Holders of Registrable Securities to be sold as
      promptly as reasonably possible (and, in the case of (i)(A) below, not
      less than two Trading Days prior to such filing) and (if requested by any
      such Person) confirm such notice in writing promptly following the day
      (i)(A) when a Prospectus or any Prospectus supplement or post-effective
      amendment to the Registration Statement is proposed to be filed; (B) when
      the Commission notifies the Company whether there will be a "review" of
      the Registration Statement and whenever the Commission comments in writing
      on the Registration Statement (the Company shall upon request provide true
      and complete copies thereof and all written responses thereto to each of
      the Holders); and (C) with respect to the Registration Statement or any
      post-effective amendment, when the same has become effective; (ii) of any
      request by the Commission or any other Federal or state governmental
      authority during the period of effectiveness of the Registration Statement
      for amendments or supplements to the Registration Statement or Prospectus
      or for additional information; (iii) of the issuance by the Commission or
      any other federal or state governmental authority of any stop order
      suspending the effectiveness of the Registration Statement covering any or
      all of the Registrable Securities or the initiation of any Proceedings for
      that purpose; (iv) of the receipt by the Company of any notification with
      respect to the suspension of the qualification or exemption from
      qualification of any of the Registrable Securities for sale in any
      jurisdiction, or the initiation or threatening of any Proceeding for such
      purpose; and (v) of the occurrence of any event or passage of time that
      makes the financial statements included in the Registration Statement
      ineligible for inclusion therein or any statement made in the Registration
      Statement or Prospectus or any document incorporated or deemed to be
      incorporated therein by reference untrue in any material respect or that
      requires any revisions to the Registration Statement, Prospectus or other
      documents so that, in the case of the Registration Statement or the
      Prospectus, as the case may be, it will not contain any untrue statement
      of a material fact or omit to state any material fact required to be
      stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading.

            (d) Use its commercially reasonable efforts to avoid the issuance
      of, or, if issued, obtain the withdrawal of (i) any order suspending the
      effectiveness of the Registration Statement, or (ii) any suspension of the
      qualification (or exemption from qualification) of any of the Registrable
      Securities for sale in any jurisdiction, at the earliest practicable
      moment.

            (e) Furnish to each Holder, without charge, at least one conformed
      copy of the Registration Statement and each amendment thereto, including
      financial statements and schedules, all documents incorporated or deemed
      to be incorporated therein by reference to the extent requested by such
      Person, and all exhibits to the extent requested by such Person (including
      those previously furnished or incorporated by reference) promptly after
      the filing of such documents with the Commission.

            (f) Promptly deliver to each Holder, without charge, as many copies
      of the Prospectus or Prospectuses (including each form of prospectus) and
      each amendment or supplement thereto as such Persons may reasonably
      request in connection with resales by the Holder of Registrable
      Securities. The Company hereby consents to the use of such Prospectus and
      each amendment or supplement thereto by each of the selling Holders in
      connection with the offering and sale of the Registrable Securities
      covered by such Prospectus and any amendment or supplement thereto, except
      after the giving on any notice pursuant to Section 3(c).

            (g) Prior to any resale of Registrable Securities by a Holder, use
      its commercially reasonable efforts to register or qualify or cooperate
      with the selling Holders in connection with the registration or
      qualification (or exemption from the Registration or

<PAGE>

      qualification) of such Registrable Securities for the resale by the Holder
      under the securities or Blue Sky laws of such jurisdictions within the
      United States as any Holder reasonably requests in writing, to keep each
      the Registration or qualification (or exemption therefrom) effective
      during the Effectiveness Period and to do any and all other acts or things
      reasonably necessary to enable the disposition in such jurisdictions of
      the Registrable Securities covered by the Registration Statement;
      provided, that the Company shall not be required to qualify generally to
      do business in any jurisdiction where it is not then so qualified, subject
      the Company to any material tax in any such jurisdiction where it is not
      then so subject or file a general consent to service of process in any
      such jurisdiction.

            (h) If requested by the Holders, cooperate with the Holders to
      facilitate the timely preparation and delivery of certificates
      representing Registrable Securities to be delivered to a transferee
      pursuant to the Registration Statement, which certificates shall be free,
      to the extent permitted by the Purchase Agreement, of all restrictive
      legends, and to enable such Registrable Securities to be in such
      denominations and registered in such names as any such Holders may
      request.

            (i) Upon the occurrence of any event contemplated by Section
      3(c)(v), as promptly as reasonably possible, prepare a supplement or
      amendment, including a post-effective amendment, to the Registration
      Statement or a supplement to the related Prospectus or any document
      incorporated or deemed to be incorporated therein by reference, and file
      any other required document so that, as thereafter delivered, neither the
      Registration Statement nor such Prospectus will contain an untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein, in light of
      the circumstances under which they were made, not misleading.

            (j) Comply with all applicable rules and regulations of the
      Commission.

            (k) The Company may require each selling Holder to furnish to the
      Company a certified statement as to the number of shares of Common Stock
      beneficially owned by such Holder and, if required by the Commission, the
      person thereof that has voting and dispositive control over the Shares.

      4. Registration Expenses. All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to
the Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the Trading Market on which the Common Stock is then
listed for trading, and (B) in compliance with applicable state securities or
Blue Sky laws), (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the printing of prospectuses is reasonably requested by the holders of a
majority of the Registrable Securities included in the Registration Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.

<PAGE>

      5. Indemnification

            (a) Indemnification by the Company. The Company shall,
      notwithstanding any termination of this Agreement, indemnify and hold
      harmless each Holder, the officers, directors, agents and employees of
      each of them, each Person who controls any such Holder (within the meaning
      of Section 15 of the Securities Act or Section 20 of the Exchange Act) and
      the officers, directors, agents and employees of each such controlling
      Person, to the fullest extent permitted by applicable law, from and
      against any and all losses, claims, damages, liabilities, costs
      (including, without limitation, reasonable attorneys' fees) and expenses
      (collectively, "Losses"), as incurred, to the extent arising out of or
      relating to any untrue or alleged untrue statement of a material fact
      contained in the Registration Statement, any Prospectus or any form of
      prospectus or in any amendment or supplement thereto or in any preliminary
      prospectus, or arising out of or relating to any omission or alleged
      omission of a material fact required to be stated therein or necessary to
      make the statements therein (in the case of any Prospectus or form of
      prospectus or supplement thereto, in light of the circumstances under
      which they were made) not misleading, except to the extent, but only to
      the extent, that (1) such untrue statements or omissions are based solely
      upon information regarding such Holder furnished in writing to the Company
      by such Holder expressly for use therein, or to the extent that such
      information relates to such Holder or such Holder's proposed method of
      distribution of Registrable Securities and was reviewed and expressly
      approved in writing by such Holder expressly for use in the Registration
      Statement, such Prospectus or such form of Prospectus or in any amendment
      or supplement thereto (it being understood that the Holder has approved
      Annex A hereto for this purpose) or (2) in the case of an occurrence of an
      event of the type specified in Section 3(c)(ii)-(v), the use by such
      Holder of an outdated or defective Prospectus after the Company has
      notified such Holder in writing that the Prospectus is outdated or
      defective and prior to the receipt by such Holder of the Advice
      contemplated in Section 6(c). The Company shall notify the Holders
      promptly of the institution, threat or assertion of any Proceeding of
      which the Company is aware in connection with the transactions
      contemplated by this Agreement.

            (b) Indemnification by Holders. Each Holder shall, severally and not
      jointly, indemnify and hold harmless the Company, its directors, officers,
      agents and employees, each Person who controls the Company (within the
      meaning of Section 15 of the Securities Act and Section 20 of the Exchange
      Act), and the directors, officers, agents or employees of such controlling
      Persons, to the fullest extent permitted by applicable law, from and
      against all Losses, as incurred, to the extent arising out of or based
      upon: (x) such Holder's failure to comply with the prospectus delivery
      requirements of the Securities Act or (y) any untrue or alleged untrue
      statement of a material fact contained in any Registration Statement, any
      Prospectus, or any form of prospectus, or in any amendment or supplement
      thereto or in any preliminary prospectus, or arising out of or relating to
      any omission or alleged omission of a material fact required to be stated
      therein or necessary to make the statements therein not misleading (i) to
      the extent, but only to the extent, that such untrue statement or omission
      is contained in any information so furnished in writing by such Holder to
      the Company specifically for inclusion in the Registration Statement or
      such Prospectus or (ii) to the extent that (1) such untrue statements or
      omissions are based solely upon information regarding such Holder
      furnished in writing to the Company by such Holder expressly for use
      therein, or to the extent that such information relates to such Holder or
      such Holder's proposed method of distribution of Registrable Securities
      and was reviewed and expressly approved in writing by such Holder
      expressly for use in the Registration Statement (it being understood that
      the Holder has approved Annex A hereto for this purpose), such Prospectus
      or such form of Prospectus or in any amendment or supplement thereto or
      (2) in the case of an

<PAGE>

      occurrence of an event of the type specified in Section 3(c)(ii)-(v), the
      use by such Holder of an outdated or defective Prospectus after the
      Company has notified such Holder in writing that the Prospectus is
      outdated or defective and prior to the receipt by such Holder of the
      Advice contemplated in Section 6(c). In no event shall the liability of
      any selling Holder hereunder be greater in amount than the dollar amount
      of the net proceeds received by such Holder upon the sale of the
      Registrable Securities giving rise to such indemnification obligation.

            (c) Conduct of Indemnification Proceedings. If any Proceeding shall
      be brought or asserted against any Person entitled to indemnity hereunder
      (an "Indemnified Party"), such Indemnified Party shall promptly notify the
      Person from whom indemnity is sought (the "Indemnifying Party") in
      writing, and the Indemnifying Party shall have the right to assume the
      defense thereof, including the employment of counsel reasonably
      satisfactory to the Indemnified Party and the payment of all fees and
      expenses incurred in connection with defense thereof; provided, that the
      failure of any Indemnified Party to give such notice shall not relieve the
      Indemnifying Party of its obligations or liabilities pursuant to this
      Agreement, except (and only) to the extent that it shall be finally
      determined by a court of competent jurisdiction (which determination is
      not subject to appeal or further review) that such failure shall have
      prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
      in any such Proceeding and to participate in the defense thereof, but the
      fees and expenses of such counsel shall be at the expense of such
      Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed
      in writing to pay such fees and expenses; (2) the Indemnifying Party shall
      have failed promptly to assume the defense of such Proceeding and to
      employ counsel reasonably satisfactory to such Indemnified Party in any
      such Proceeding; or (3) the named parties to any such Proceeding
      (including any impleaded parties) include both such Indemnified Party and
      the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a conflict of interest is likely to exist if the same
      counsel were to represent such Indemnified Party and the Indemnifying
      Party (in which case, if such Indemnified Party notifies the Indemnifying
      Party in writing that it elects to employ separate counsel at the expense
      of the Indemnifying Party, the Indemnifying Party shall not have the right
      to assume the defense thereof and the reasonable fees and expenses of one
      separate counsel shall be at the expense of the Indemnifying Party). The
      Indemnifying Party shall not be liable for any settlement of any such
      Proceeding effected without its written consent, which consent shall not
      be unreasonably withheld. No Indemnifying Party shall, without the prior
      written consent of the Indemnified Party, effect any settlement of any
      pending Proceeding in respect of which any Indemnified Party is a party,
      unless such settlement includes an unconditional release of such
      Indemnified Party from all liability on claims that are the subject matter
      of such Proceeding.

            All reasonable fees and expenses of the Indemnified Party (including
      reasonable fees and expenses to the extent incurred in connection with
      investigating or preparing to defend such Proceeding in a manner not
      inconsistent with this Section) shall be paid to the Indemnified Party, as
      incurred, within ten Trading Days of written notice thereof to the
      Indemnifying Party; provided, that the Indemnified Party shall promptly
      reimburse the Indemnifying Party for that portion of such fees and
      expenses applicable to such actions for which such Indemnified Party is
      not entitled to indemnification hereunder, determined based upon the
      relative faults of the parties.

            (d) Contribution. If a claim for indemnification under Section 5(a)
      or 5(b) is unavailable to an Indemnified Party (by reason of public policy
      or otherwise), then each Indemnifying Party, in lieu of indemnifying such
      Indemnified Party, shall contribute to the amount paid or payable by such
      Indemnified Party as a result of such Losses, in such proportion as is
      appropriate to reflect the

<PAGE>

      relative fault of the Indemnifying Party and Indemnified Party in
      connection with the actions, statements or omissions that resulted in such
      Losses as well as any other relevant equitable considerations. The
      relative fault of such Indemnifying Party and Indemnified Party shall be
      determined by reference to, among other things, whether any action in
      question, including any untrue or alleged untrue statement of a material
      fact or omission or alleged omission of a material fact, has been taken or
      made by, or relates to information supplied by, such Indemnifying Party or
      Indemnified Party, and the parties' relative intent, knowledge, access to
      information and opportunity to correct or prevent such action, statement
      or omission. The amount paid or payable by a party as a result of any
      Losses shall be deemed to include, subject to the limitations set forth in
      Section 5(c), any reasonable attorneys' or other reasonable fees or
      expenses incurred by such party in connection with any Proceeding to the
      extent such party would have been indemnified for such fees or expenses if
      the indemnification provided for in this Section was available to such
      party in accordance with its terms.

            The parties hereto agree that it would not be just and equitable if
      contribution pursuant to this Section 5(d) were determined by pro rata
      allocation or by any other method of allocation that does not take into
      account the equitable considerations referred to in the immediately
      preceding paragraph. Notwithstanding the provisions of this Section 5(d),
      no Holder shall be required to contribute, in the aggregate, any amount in
      excess of the amount by which the proceeds actually received by such
      Holder from the sale of the Registrable Securities subject to the
      Proceeding exceeds the amount of any damages that such Holder has
      otherwise been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission, except in the case of fraud by
      such Holder.

            The indemnity and contribution agreements contained in this Section
      are in addition to any liability that the Indemnifying Parties may have to
      the Indemnified Parties.

      6. Miscellaneous

            (a) Remedies. In the event of a breach by the Company or by a
      Holder, of any of their obligations under this Agreement, each Holder or
      the Company, as the case may be, in addition to being entitled to exercise
      all rights granted by law and under this Agreement, including recovery of
      damages, will be entitled to specific performance of its rights under this
      Agreement. The Company and each Holder agree that monetary damages would
      not provide adequate compensation for any losses incurred by reason of a
      breach by it of any of the provisions of this Agreement and hereby further
      agrees that, in the event of any action for specific performance in
      respect of such breach, it shall waive the defense that a remedy at law
      would be adequate.

            (b) No Piggyback on Registrations. Neither the Company nor any of
      its security holders (other than the Holders in such capacity pursuant
      hereto) may include securities of the Company in a Registration Statement
      other than the Registrable Securities, and the Company shall not after the
      date hereof enter into any agreement providing any such right to any of
      its security holders. The Company shall not file any other registration
      statement until after the Effective Date.

            (c) Compliance. Each Holder covenants and agrees that it will comply
      with the prospectus delivery requirements of the Securities Act as
      applicable to it in connection with sales of Registrable Securities
      pursuant to the Registration Statement.

            (d) Discontinued Disposition. Each Holder agrees by its acquisition
      of such Registrable Securities that, upon receipt of a notice from the
      Company of the occurrence of any event of the kind

<PAGE>

      described in Section 3(c), such Holder will forthwith discontinue
      disposition of such Registrable Securities under the Registration
      Statement until such Holder's receipt of the copies of the supplemented
      Prospectus and/or amended Registration Statement or until it is advised in
      writing (the "Advice") by the Company that the use of the applicable
      Prospectus may be resumed, and, in either case, has received copies of any
      additional or supplemental filings that are incorporated or deemed to be
      incorporated by reference in such Prospectus or Registration Statement.
      The Company may provide appropriate stop orders to enforce the provisions
      of this paragraph. The Company agrees and acknowledges that any period
      during which the Holder is required to discontinue the disposition of the
      Registrable Securities hereunder shall be subject to the provisions of
      Section 2(b).

            (e) Piggy-Back Registrations. If at any time during the
      Effectiveness Period there is not an effective Registration Statement
      covering all of the Registrable Securities and the Company shall determine
      to prepare and file with the Commission a registration statement relating
      to an offering for its own account or the account of others under the
      Securities Act of any of its equity securities, other than on Form S-4 or
      Form S-8 (each as promulgated under the Securities Act) or their then
      equivalents relating to equity securities to be issued solely in
      connection with any acquisition of any entity or business or equity
      securities issuable in connection with the stock option or other employee
      benefit plans, then the Company shall send to each Holder a written notice
      of such determination and, if within fifteen days after the date of such
      notice, any such Holder shall so request in writing, the Company shall
      include in such registration statement all or any part of such Registrable
      Securities such Holder requests to be registered, subject to customary
      underwriter cutbacks applicable to all holders of registration rights.

            (f) Amendments and Waivers. The provisions of this Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented, and waivers or consents to departures from the provisions
      hereof may not be given, unless the same shall be in writing and signed by
      the Company and the Holders of 75% of the principal amount of Debentures
      and Warrant Shares (issued or issuable) then outstanding Registrable
      Securities not yet sold under the Registration Statement or pursuant to
      Rule 144 under the Securities Act.

            (g) Notices. Any and all notices or other communications or
      deliveries required or permitted to be provided hereunder shall be in
      writing and shall be deemed given and effective on the earliest of (i) the
      date of transmission, if such notice or communication is delivered via
      facsimile at the facsimile number provided for below prior to 6:30 p.m.
      (New York City time) on a Trading Day, (ii) the Trading Day after the date
      of transmission, if such notice or communication is delivered via
      facsimile at the facsimile number provided for below later than 6:30 p.m.
      (New York City time) on any date and earlier than 11:59 p.m. (New York
      City time) on such date, (iii) the Trading Day following the date of
      mailing, if sent by nationally recognized overnight courier service, or
      (iv) upon actual receipt by the party to whom such notice is required to
      be given. The address for such notices and communications shall be
      delivered and addressed as set forth in the Purchase Agreement

            (h) Successors and Assigns. This Agreement shall inure to the
      benefit of and be binding upon the successors and permitted assigns of
      each of the parties and shall inure to the benefit of each Holder. Each
      Holder may assign their respective rights hereunder in the manner and to
      the Persons as permitted under the Purchase Agreement.

            (i) Execution and Counterparts. This Agreement may be executed in
      any number of counterparts, each of which when so executed shall be deemed
      to be an original and, all of which taken together shall constitute one
      and the same Agreement. In the event that any signature is delivered by
      facsimile transmission, such signature shall create a valid binding
      obligation of the party

<PAGE>

      executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature were the original
      thereof.

            (j) Governing Law. All questions concerning the construction,
      validity, enforcement and interpretation of this Agreement shall be
      governed by and construed and enforced in accordance with the internal
      laws of the State of New York, without regard to the principles of
      conflicts of law thereof. Each party agrees that all legal proceedings
      concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement (whether brought against a
      party hereto or its respective affiliates, directors, officers,
      shareholders, employees or agents) shall be commenced exclusively in the
      state and federal courts sitting in the City of New York, New York. Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of
      the state and federal courts sitting in the City of New York, New York for
      the adjudication of any dispute hereunder or in connection herewith or
      with any transaction contemplated hereby or discussed herein (including
      with respect to the enforcement of the any of this Agreement), and hereby
      irrevocably waives, and agrees not to assert in any suit, action or
      proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is
      improper. Each party hereto hereby irrevocably waives personal service of
      process and consents to process being served in any such suit, action or
      proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the
      address in effect for notices to it under this Agreement and agrees that
      such service shall constitute good and sufficient service of process and
      notice thereof. Nothing contained herein shall be deemed to limit in any
      way any right to serve process in any manner permitted by law. Each party
      hereto hereby irrevocably waives, to the fullest extent permitted by
      applicable law, any and all right to trial by jury in any legal proceeding
      arising out of or relating to this Agreement or the transactions
      contemplated hereby.

            (k) Cumulative Remedies. The remedies provided herein are cumulative
      and not exclusive of any remedies provided by law.

            (l) Severability. If any term, provision, covenant or restriction of
      this Agreement is held by a court of competent jurisdiction to be invalid,
      illegal, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated, and the
      parties hereto shall use their commercially reasonable efforts to find and
      employ an alternative means to achieve the same or substantially the same
      result as that contemplated by such term, provision, covenant or
      restriction. It is hereby stipulated and declared to be the intention of
      the parties that they would have executed the remaining terms, provisions,
      covenants and restrictions without including any of such that may be
      hereafter declared invalid, illegal, void or unenforceable.

            (m) Headings. The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.

            (n) Independent Nature of Purchasers' Obligations and Rights. The
      obligations of each Purchaser hereunder is several and not joint with the
      obligations of any other Purchaser hereunder, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser hereunder. Nothing contained herein or in any other agreement or
      document delivered at any closing, and no action taken by any Purchaser
      pursuant hereto or thereto, shall be deemed to constitute the Purchasers
      as a partnership, an association, a joint venture or any other kind of
      entity, or create a presumption that the Purchasers are in any way acting
      in concert with respect to such obligations or the transactions
      contemplated by this Agreement. Each Purchaser shall be entitled to
      protect and enforce its rights, including without limitation the rights
      arising out of this Agreement, and

<PAGE>

      it shall not be necessary for any other Purchaser to be joined as an
      additional party in any proceeding for such purpose.

                            *************************

<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                                PHARMOS CORPORATION


                                By: /S/ ROBERT W. COOK
                                    ------------------
                                        Name:  Robert W. Cook
                                        Title: Executive Vice President and
                                               Chief Financial Officer

                      [PURCHASERS' SIGNATURE PAGES FOLLOW]

<PAGE>

                                     ANNEX A
                              Plan of Distribution

      The Selling Stockholders and any of their pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of Common Stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The Selling Stockholders may use any one or more of the
following methods when selling shares:

            o     ordinary brokerage transactions and transactions in which the
                  broker-dealer solicits purchasers;

            o     block trades in which the broker-dealer will attempt to sell
                  the shares as agent but may position and resell a portion of
                  the block as principal to facilitate the transaction;

            o     purchases by a broker-dealer as principal and resale by the
                  broker-dealer for its account;

            o     an exchange distribution in accordance with the rules of the
                  applicable exchange;

            o     privately negotiated transactions;

            o     settlement of short sales;

            o     broker-dealers may agree with the Selling Stockholders to sell
                  a specified number of such shares at a stipulated price per
                  share;

            o     a combination of any such methods of sale; and

            o     any other method permitted pursuant to applicable law.

      The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

      Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The Selling Stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

      The Selling Stockholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock from time to time under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act of 1933 amending the list of
Selling Stockholders to include the pledgee, transferee or other successors in
interest as Selling Stockholders under this prospectus.

      The Selling Stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under

<PAGE>

the Securities Act. The Selling Stockholders have informed the Company that it
does not have any agreement or understanding, directly or indirectly, with any
person to distribute the Common Stock.

The Company is required to pay all fees and expenses incident to the
registration of the shares. The Company has agreed to indemnify the Selling
Stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.