VOTING AGREEMENT

Exhibit 99.3

VOTING AGREEMENT

This Voting Agreement (this “ Agreement ”) is made and entered into as of July 27, 2009, by and among RAPTOR PHARMACEUTICALS CORP. , a Delaware corporation (“ Raptor ”), TORREYPINES THERAPEUTICS, INC., a Delaware corporation (“ TPT ”), and the undersigned stockholder of TPT (“ Stockholder ”). Certain capitalized terms used in this Agreement that are not defined herein or in Section 9 shall have the meaning given to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS , Stockholder is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of certain shares of common stock of TPT, par value $0.001 per share (“ TPT Common Stock ”);

WHEREAS , concurrently with the execution and delivery of this Agreement, TPT, ECP Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of TPT (“ Merger Sub ”), and Raptor are entering into an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”) which provides, upon the terms and subject to the conditions set forth therein, for the merger of Merger Sub with and into Raptor (the “ Merger ”); and

WHEREAS , as a condition and inducement to Raptor’s willingness to enter into the Merger Agreement, Stockholder has agreed to execute and deliver this Agreement.

NOW, THEREFORE , the parties to this Agreement, intending to be legally bound, agree as follows:

(a)          Prior to the Termination Date, at every meeting of the holders of TPT Common Stock (each, a “ Stockholder Meeting ” and collectively, the “ Stockholder Meetings ”) called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the holders of TPT Common Stock with respect to any of the following, Stockholder shall vote the Subject Securities (to the extent that such Subject Securities are entitled to vote): (i) in favor of (A) the approval of the issuance of the TPT Common Stock to be issued in the Merger, (B) the filing of the TPT Charter Amendment, (C) the election of the persons identified on Part 4.17 of the TPT Disclosure Schedule to the TPT board of directors immediately after the Effective Time, and (D) in favor of any action in furtherance of any of the foregoing set forth in subclauses (A)-(C), (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of TPT or Merger Sub under the Merger Agreement, (iii) against any proposal for any Acquisition Transaction, other than the Merger, between any TPT Corporation and any Person other than Raptor and (iv) against any change in a majority of the board of directors of TPT.

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(b)          If Stockholder is the beneficial owner, but not the record holder, of the Subject Securities, Stockholder agrees to take all actions necessary to cause the record holder and any nominees to vote all of the Subject Securities in accordance with Section 1(a).

(a)          Stockholder hereby irrevocably (to the fullest extent permitted by Section 212 of the Delaware General Corporation Law) appoints Raptor, Christopher M. Starr and Kim R. Tsuchimoto, and each of them, acting individually, as the sole and exclusive attorneys and proxies of Stockholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights expressly provided herein (to the fullest extent that Stockholder is entitled to do so) in accordance with Section 1(a), prior to the Termination Date, with respect to (i) the outstanding shares of TPT Common Stock owned of record by Stockholder as of the date of this Agreement and (ii) any and all other shares of TPT Common Stock which Stockholder may acquire on or after the date hereof. Upon Stockholder’s execution of this Agreement, any and all prior proxies given by Stockholder with respect to any of its shares of TPT Common Stock are hereby revoked and Stockholder agrees not to grant any subsequent proxies with respect to its shares of TPT Common Stock at any time prior to the Termination Date.

(b)          The proxy granted pursuant to this Section 2 (the “ Proxy ”) is irrevocable (to the extent permitted by Section 212 of the Delaware General Corporation Law), is coupled with an interest, and is granted in consideration of Raptor entering into the Merger Agreement.

(c)          Raptor, Christopher M. Starr and Kim R. Tsuchimoto, the attorneys and proxies named above, and each of them, acting individually, are hereby authorized and empowered by Stockholder, at any time prior to the Termination Date, to act as Stockholder’s attorney and proxy to vote Stockholder’s TPT Common Stock, and to exercise all voting and other rights of Stockholder with respect to Stockholder’s TPT Common Stock (including, without limitation, the power to execute and deliver written consents pursuant to Section 228 of the Delaware General Corporation Law), at every Stockholder Meeting and in every written consent in lieu of such meeting: (i) in favor of (A) the approval of the issuance of the TPT Common Stock to be issued in the Merger, (B) the filing of the TPT Charter Amendment, (C) the election of the persons identified on Part 4.17 of the TPT Disclosure Schedule to the TPT board of directors immediately after the Effective Time, and (D) in favor of any action in furtherance of any of the foregoing set forth in subclauses (A)-(C), (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of TPT or Merger Sub under the Merger Agreement, (iii) against any proposal for any Acquisition Transaction, other than the Merger, between any TPT Corporation and any Person other than Raptor and (iv) against any change in a majority of the board of directors of TPT.

(d)          The Proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of Stockholder (including any transferee of any of Stockholder’s shares of TPT Common Stock).

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(a)           Restriction on Transfer . Except as otherwise provided in Section 3(c), during the period from the date of this Agreement through the Termination Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

(b)           Restriction on Transfer of Voting Rights. During the period from the date of this Agreement through the Termination Date, Stockholder shall ensure that: (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy (other than the Proxy granted herein) is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

(c)           Permitted Transfers . Section 3(a) shall not prohibit a transfer of TPT Common Stock by Stockholder upon the death of Stockholder; provided, however , that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Raptor, to be bound by the terms of this Agreement.

4.            Waiver of Appraisal Rights. Stockholder hereby irrevocably and unconditionally waives any rights of appraisal, any dissenters’ rights and any similar rights relating to the Merger or any related transaction that Stockholder may have by virtue of any outstanding shares of TPT Common Stock Owned by Stockholder.

5.              No Solicitation. Stockholder agrees that, during the period from the date of this Agreement through the Termination Date, Stockholder shall not, directly or indirectly: (i) solicit, initiate, encourage, induce or knowingly facilitate the making, submission or announcement of any Acquisition Proposal or take any action that could reasonably be expected to lead to an Acquisition Proposal, (ii) furnish any information regarding any TPT Corporation to any Person in connection with or in response to an Acquisition Proposal or an inquiry or indication of interest that could reasonably be expected to lead to an Acquisition Proposal, (iii) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal, (iv) approve, endorse or recommend any Acquisition Proposal or (v) enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Transaction; provided , however , that prior to the TPT stockholders having voted their shares of TPT Common Stock in favor of the proposals set forth in the Required TPT Stockholder Vote, this Section 5 shall not prohibit Stockholder from furnishing nonpublic information regarding any TPT Corporation to, or entering into discussions or negotiations with, any Person in response to a Superior Proposal or a bona fide, unsolicited written Acquisition Proposal made or received after the date of this Agreement that is reasonably likely to result in a Superior Proposal that is submitted to TPT by such Person (and not withdrawn) if (A) none of TPT, Stockholder, any Representative of Stockholder or TPT or TPT’s Subsidiaries shall have violated any of the restrictions set forth in this Section 5, (B) the board of directors of TPT concludes in good faith, after having taken into account the advice of its outside legal counsel, that the failure to take such action is reasonably likely to result in a breach of the fiduciary duties of the board of directors under applicable law, (C) at least two Business Days prior to furnishing any such nonpublic information to, or entering into discussions or negotiations with, such Person, either TPT or Stockholder gives Raptor written notice of the identity of such Person and of TPT’s or Stockholder’s intention to furnish nonpublic information to, or enter into discussions or negotiations with, such Person, and TPT receives from such Person an executed

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confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic written and oral information furnished to such Person by or on behalf of TPT or Stockholder and containing “standstill” provisions no less favorable to TPT than the “standstill” provisions contained in the Confidentiality Agreement, if applicable, and (D) at least two Business Days prior to furnishing any such nonpublic information to such Person, either TPT or Stockholder furnishes such nonpublic information to Raptor (to the extent such nonpublic information has not been previously furnished by TPT or Stockholder to Raptor).

6.            Representations, Warranties and Covenants of Stockholder. Stockholder hereby represents and warrants to Raptor as follows:

(a)           Due Authorization, Etc . All consents, approvals, authorizations and orders necessary for the execution and delivery by Stockholder of this Agreement and the Proxy have been obtained, and Stockholder has full right, power and authority to enter into this Agreement and the Proxy. This Agreement and t