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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------

For the Fiscal Year Ended December 31, 2006

OR



| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------

For the Transition period from ____________ to ____________.

Commission file number: 0-31265



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TELIK, INC.

(Exact name of Registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 93-0987903                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

3165 Porter Drive, Palo Alto, CA 94304

(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code:    (650) 845-7700

Securities registered
pursuant to Section 12(b) of the Act:



|                                        |  |                                          
|--------------------------------------- |  | -----------------------------------------
|Title of Each Class                     |  | Name of Each Exchange on Which Registered
|Common Stock, $0.01 par value per share |  | Nasdaq Global Market                     

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  YES x  NO ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  YES ̈NO x

Indicate by
check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to
file such reports) and (2) has been subject to such filing requirements for the past 90 days.  YES x  NO ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this Chapter) is not contained herein, and will not be contained to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                            |  |                    |  |                      
|--------------------------- |  | ------------------ |  | ---------------------
|Large accelerated filer   x |  | Accelerated filer ̈ |  | Non-acceleratedfiler ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act.).  YES ̈NO x

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $261,193,004 as of June 30, 2006, based
upon the closing sale price on the Nasdaq Global Market reported for such date. The determination of affiliate status for the purposes of this calculation is not necessarily a conclusive determination for other purposes. The calculation excludes
approximately 36,429,652 shares held by directors, officers and stockholders whose ownership exceeded five percent of the Registrants outstanding Common Stock as of June 30, 2006. Exclusion of these shares should not be construed to
indicate that such person controls, is controlled by or is under common control with the Registrant.

There were 52,381,319 shares of
Registrants Common Stock issued and outstanding as of February 23, 2007.



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DOCUMENTS INCORPORATED BY REFERENCE

Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the definitive proxy statement to be filed by April 20, 2007 with the Securities and Exchange Commission pursuant to Regulation 14A for the
Registrants Annual Meeting of Stockholders.

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##### Table of Contents

TELIK, INC.

2006 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS



|                     |  |          |  |                                                                                                                 |  |     
|-------------------- |  | -------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----
|                     |  |          |  |                                                                                                                 |  | Page
|PART I               |  |         
|                     |  |          | 
|                     |  | Item 1.  |  | Business                                                                                                        |  | 2   
|                     |  |          | 
|                     |  | Item 1A. |  | Risk Factors                                                                                                    |  | 16  
|                     |  |          | 
|                     |  | Item 1B. |  | Unresolved Staff Comments                                                                                       |  | 27  
|                     |  |          | 
|                     |  | Item 2.  |  | Properties                                                                                                      |  | 27  
|                     |  |          | 
|                     |  | Item 3.  |  | Legal Proceedings                                                                                               |  | 27  
|                     |  |          | 
|                     |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                             |  | 27  
|                     | 
|PART II              |  |         
|                     |  |          | 
|                     |  | Item 5.  |  | Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 28  
|                     |  |          | 
|                     |  | Item 6.  |  | Selected Financial Data                                                                                         |  | 30  
|                     |  |          | 
|                     |  | Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                           |  | 31  
|                     |  |          | 
|                     |  | Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                      |  | 41  
|                     |  |          | 
|                     |  | Item 8.  |  | Financial Statements and Supplementary Data                                                                     |  | 41  
|                     |  |          | 
|                     |  | Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            |  | 42  
|                     |  |          | 
|                     |  | Item 9A. |  | Controls and Procedures                                                                                         |  | 42  
|                     |  |          | 
|                     |  | Item 9B  |  | Other Information                                                                                               |  | 44  
|                     | 
|PART III             |  |         
|                     |  |          | 
|                     |  | Item 10. |  | Directors, Executive Officers and Corporate Governance                                                          |  | 45  
|                     |  |          | 
|                     |  | Item 11. |  | Executive Compensation                                                                                          |  | 45  
|                     |  |          | 
|                     |  | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management                                                  |  | 46  
|                     |  |          | 
|                     |  | Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                       |  | 46  
|                     |  |          | 
|                     |  | Item 14. |  | Principal Accountant Fees and Services                                                                          |  | 46  
|                     | 
|PART IV              |  |         
|                     |  |          | 
|                     |  | Item 15. |  | Exhibits and Financial Statement Schedules                                                                      |  | 47  
|                     | 
|SIGNATURES           |  | 50      
|                     | 
|FINANCIAL STATEMENTS |  |         
|                     |  |          | 
|                     |  |          |  | Report of Independent Registered Public Accounting Firm                                                         |  | 52  
|                     |  |          | 
|                     |  |          |  | Balance Sheets                                                                                                  |  | 53  
|                     |  |          | 
|                     |  |          |  | Statements of Operations                                                                                        |  | 54  
|                     |  |          | 
|                     |  |          |  | Statements of Stockholders Equity                                                                              |  | 55  
|                     |  |          | 
|                     |  |          |  | Statements of Cash Flows                                                                                        |  | 56  
|                     |  |          | 
|                     |  |          |  | Notes to Financial Statements                                                                                   |  | 57  



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Disclosure Regarding Forward-Looking Statements

This Annual Report on Form 10-K, including the documents that we incorporate by reference, contains statements indicating expectations about future
performance and other forward-looking statements that involve risks and uncertainties. We usually use words such as may, will, should, expect, plan, anticipate,
believe, estimate, predict, future, intend, potential, or continue or the negative of these terms or similar expressions to identify forward-looking statements.
These statements appear throughout the Form 10-K and are statements regarding our current intent, belief, or expectation, primarily with respect to our operations and related industry developments. Examples of these statements include, but are not
limited to, statements regarding the following: the implications of interim or final results of our Phase 2 clinical and Phase 3 registration trials, the progress and timing of our research programs, including clinical testing, our anticipated
timing for filing additional IND, or Investigational New Drug, applications with the United States Food and Drug Administration for the initiation or completion of Phase 1, Phase 2 or Phase 3 testing for any of our product candidates, the extent to
which our issued and pending patents may protect our products and technology, our ability to identify new product candidates using TRAP technology (our proprietary Target-Related Affinity Profiling technology, which is discussed below), the
potential of such product candidates to lead to the development of safer or more effective therapies, our ability to develop the technology derived from our collaborations and to enter into additional TRAP collaborations, our future operating
expenses, our future losses, our future expenditures for research and development, the sufficiency of our cash resources and our use of proceeds from our follow-on public offering which was completed in February 2005. You should not place undue
reliance on these forward-looking statements, which apply only as of the date of this Annual Report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by
us and described in the section of Item 1A entitled Risk Factors, and elsewhere in this Annual Report. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

TELIK, the Telik logo, TRAP, TELCYTA and TELINTRA are trademarks of Telik, Inc. All other brand names or trademarks appearing in this Annual Report are the property of their respective holders.



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PART I

Item 1.    Business.

Overview

Telik, Inc. is a corporation that was incorporated in Delaware in 1988 and is a biopharmaceutical company working to discover, develop and commercialize
innovative small molecule drugs to treat diseases. We discovered our product candidates using our proprietary drug discovery technology, Target-Related Affinity Profiling, or TRAP, which we believe enables the rapid and efficient discovery of small
molecule product candidates. To date, we have not obtained regulatory approval for the commercial sale of any products, and we have not received any revenue from the commercial sale of products.

TELCYTA, our lead product candidate, is a small molecule cancer drug product candidate designed to be activated in cancer cells. The product candidate
binds to glutathione S-transferase P1-1, or GST P1-1, a protein that is elevated in many human cancers, such as ovarian, non-small cell lung, colorectal, breast and other types of cancer. GST P1-1 levels are often further elevated following
treatment with many standard chemotherapy drugs, and this elevation is associated with the development of resistance to these drugs. When TELCYTA binds to GST P1-1 inside a cancer cell, a chemical reaction occurs, releasing fragments of TELCYTA that
cause programmed cancer cell death, or apoptosis.

TELCYTA has shown clinical antitumor activity alone and in combination with standard
chemotherapeutic agents in multiple Phase 2 clinical trials in refractory or resistant ovarian, non-small cell lung, breast and colorectal cancer. In addition, TELCYTA demonstrated clinical activity in two Phase 2 trials in combination regimens as
first line treatment in patients with Stage IIIb or IV non-small cell lung cancer.

On December 26, 2006 we announced preliminary
results from our first three randomized TELCYTA Phase 3 registration trials. The following summarizes the preliminary results of those trials:

ASSIST-1 is a 440 patient multinational, randomized Phase 3 trial designed to evaluate TELCYTA as compared to the active control agents liposomal doxorubicin or topotecan in the third-line therapy of platinum resistant ovarian cancer. The
ASSIST-1 trial did not achieve the primary endpoint of demonstrating a statistically significant improvement in overall survival for TELCYTA as compared to the active controls. While the preliminary analysis revealed a number of internal
inconsistencies that need to be further investigated, resolution of these inconsistencies may not change the preliminary results.

ASSIST-2
is a 520 patient multinational, randomized Phase 3 trial designed to evaluate TELCYTA as compared to gefitinib in the third-line therapy of advanced non-small cell lung cancer. The ASSIST-2 trial did not achieve the primary endpoint of demonstrating
a statistically significant improvement in overall survival for TELCYTA as compared to the active control.

ASSIST-3 is a 244 patient
randomized Phase 3 trial conducted in the U.S. designed to demonstrate a statistically significant improvement in overall objective response rate with the combination of TELCYTA plus carboplatin compared to liposomal doxorubicin in the second-line
treatment of platinum resistant ovarian cancer. Under the trial protocol, patients were to have received treatment until tumor progression or unacceptable toxicity. However, a major discordance was observed between the clinical review of the tumor
scans and the independent radiology review. Approximately 25% of the patients were discontinued prematurely from the assigned study treatment as judged by the independent review of the scans. Therefore, we believe the trial was compromised and may
not be suitable for a regulatory submission.

Objective tumor responses were observed on the investigational arms containing TELCYTA in all
three trials based on the prospective central blinded independent radiology review. Preliminary analysis of the safety data from the ASSIST-1 and ASSIST-2 trials, in which TELCYTA was administered as monotherapy, indicates



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that TELCYTA was generally well-tolerated. TELCYTA treatment was associated with mild to moderate nausea, vomiting and fatigue. Preliminary analysis of the
safety data from the ASSIST-3 trial, combining TELCYTA plus carboplatin, demonstrated toxicities expected of each drug alone and no unexpected or cumulative toxicities were reported. Further analyses of each of these trials are underway.

ASSIST-5 is a 244 patient, multinational randomized Phase 3 trial initiated in May 2006, evaluating TELCYTA in combination with liposomal doxorubicin
versus liposomal doxorubicin as second line therapy in platinum refractory or resistant ovarian cancer. Enrollment is ongoing in this trial.

TELINTRA, our second product candidate, is a small molecule bone marrow stimulant we are developing for the treatment of blood disorders associated with low blood cell levels, such as neutropenia or anemia. Myelodysplastic syndrome, or MDS,
is a disease characterized by defects in the blood-producing cells of the bone marrow, in which low blood cell levels occur. A Phase 2 clinical trial in patients with MDS was completed and we announced positive clinical data in December 2005
demonstrating clinically significant improvement in all blood cell lineages and across all major MDS subtypes. TELINTRA was well-tolerated in this predominantly elderly patient population. In February 2006, we initiated a Phase 1-2a trial in MDS
using a tablet formulation of TELINTRA. We also announced positive pre-clinical results for TELINTRA at the American Society of Hematology annual meeting in December 2006.

TLK58747 is a novel metabolically activated cytotoxic small molecule and was identified as a new product candidate in 2006. TLK58747 causes apoptosis and
G2/M cell cycle arrest in a broad array of human cancer cell lines including those not expressing GST P1-1. In preclinical testing, it has shown significant anti-tumor activity in human breast, pancreatic and colon tumors in vivo when administered
either orally or by injection. We are conducting the required preclinical safety studies to support the potential filing of an Investigational New Drug, or IND, application with the U.S. Food and Drug Administration, or FDA.

Our next product candidate may be selected from our on-going discovery research programs and our collaborations with leading cancer centers. These
include compounds intended to target GST, aurora kinase and other enzymes that we believe are critical to the growth of cancer cells and intended for the treatment of cancer. In February 2007, we announced an agreement with SRI International, or
SRI, under which SRI will conduct preclinical studies of MCP-1 antagonist identified as C243, a compound developed by us for the treatment of multiple sclerosis and other autoimmune and inflammatory diseases. SRI will fund and conduct preclinical
and toxicology studies directed at supporting and IND application with the FDA.

We discovered all of our product candidates using our
proprietary technology, TRAP, which we believe enables the rapid and efficient discovery of small molecule product candidates. TRAP exploits a fundamental property of all drugs, which is their selective interaction with proteins. By developing a
profile of how small molecule chemicals interact with a reference panel of proteins, we believe we can identify compounds that are active against disease-related protein targets faster than with alternative technologies.

Our Strategy

Our goal is to become a
biopharmaceutical company focused on discovering, developing and commercializing innovative small molecule drugs to treat cancer and inflammatory diseases. Key elements of our strategy are to:



| |  |  | Develop small molecule drugs for major disease areas.    We intend to develop small molecule drugs to address unmet needs in the areas of
cancer and inflammatory diseases. The number of patients with these diseases has been increasing due primarily to the aging population. This has led to a growing demand for new drugs that offer competitive advantages over existing products, such as
improved effectiveness and reduced side effects. The advantages of small molecule drugs over therapeutic proteins include the ease of manufacturing and administration, the potential for oral dosing and applicability to a wider range of disease
targets, including disease targets inside the cell.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Retain commercial rights to our product candidates.    We retain worldwide commercial rights to our cancer product candidates. We may
conduct clinical development activities at least through initial proof of efficacy in humans or seek to share the risks and costs of development by partnering those programs before completion of clinical trials. To successfully partner such
programs, we may be required to grant commercialization rights to our collaborators.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Select targets strategically.    We believe that we can apply our TRAP drug discovery technology to virtually any protein target. We
regularly review the progress of scientific and clinical research in important disease areas to identify targets with commercial potential. By careful selection of targets, we intend to develop product candidates with a clear path to regulatory
approval and the potential to show early evidence of clinical efficacy. This strategy should allow us to reduce the risk inherent in drug discovery and accelerate the commercialization of our product candidates.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Use TRAP to sustain a pipeline of product candidates.    We believe our proprietary TRAP drug discovery platform allows us to rapidly and
efficiently identify small molecules active against potential disease targets. We plan to continue to use this platform to provide a pipeline of future product development candidates generated internally or through collaborations. For example,
through several academic collaborations, we are applying TRAP to identify novel compounds active against a wide range of potential cancer targets. We have also entered into corporate collaborations, such as with Hoffmann-La Roche Inc., to assist our
partners in identifying product candidates for promising therapeutic targets. We plan to secure additional partners for the use of TRAP technology.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Product Candidate Pipeline

We have concentrated our efforts in cancer. We periodically evaluate and prioritize our research programs. The following table summarizes key information about our current product candidate pipeline:



|                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                                             
|--------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Product candidate                             |  | Clinical indication                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | Development status                                                                                                                                                                                          
|TELCYTATumor-activatedcancer productcandidate |  | Ovarian cancer ASSIST-1, Phase 3 3rdline monotherapy ASSIST-3, Phase 3 2ndline combination with carboplatin ASSIST-5, Phase 3 2ndline
combination with liposomal doxorubicin Phase 2 combinations, 2nd+ line Phase 2 monotherapy, 2nd+ line  Non-small cell lung cancer ASSIST-2, Phase 3 3rdline monotherapy Phase 2 combinations, 1stline Phase 2 combination,
2nd+ line Phase 2
single agent, 2nd+ line  Breast cancer Phase 2 monotherapy, 2nd+ line  Colorectal cancer Phase 2 monotherapy, 2nd+ line |  | Trial completed  Trial completed  Trial ongoing   Two trials completed Two trials completed   Trial completed  Two trials completed Trial completed Two trials completed   Trial completed   Trial completed
|TELINTRABone
marrow stimulant                 |  | MDS intravenous formulation Phase 2 MDS tablet formulation Phase 1-2a                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | Trial completed  Trial ongoing                                                                                                                                                                              
|TLK58747                                      |  | Cancer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Pre-IND studies underway                                                                                                                                                                                    
|Aurora
kinase                                 |  | Cancer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Small molecule inhibitors discovered                                                                                                                                                                        
|AKT kinase
inhibitor                          |  | Cancer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Small molecule inhibitors discovered                                                                                                                                                                        
|DNA
methyltransferaseinhibitor                |  | Cancer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Small molecule inhibitors discovered                                                                                                                                                                        
|MCP-1 antagonist
(C243)                       |  | Multiple sclerosis, rheumatoid arthritis, atherosclerosis, other inflammatory and autoimmune diseases                                                                                                                                                                                                                                                                                                                                                                                                      |  | Preclinical and safety assessment ongoing                                                                                                                                                                   

We have worldwide commercialization rights to all of the product candidates in our pipeline except
for the MCP-1 antagonist, for which we have rights in North and South America and joint rights in Europe; Sanwa Kagaku Kenyuskho Co., Ltd., or Sanwa, has rights in Asia.



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Product Development Programs

Cancer

Our two most advanced product candidates, TELCYTA and TELINTRA, are being developed to
treat cancers for which there is significant demand for new therapies. Cancer is the second leading cause of death in the United States according to the American Cancer Societys 2006 Cancer Facts and Figures. The five-year survival rates for
patients with cancers that have spread from its original site are poor. These poor survival rates reflect the limitations of current treatments and the development of resistance to available treatments. In addition, current treatments are often
associated with severe toxic side effects.

TELCYTATumor-activated cancer product candidate

TELCYTA is a small molecule drug product candidate that we are developing for the treatment of cancer. TELCYTA binds to glutathione S-transferase, or GST,
a protein known to play an important role in the development of resistance to commonly used chemotherapeutic drugs. GST P1-1 is a type of GST that is elevated in many cancers and is often further elevated following treatment with standard
chemotherapeutic drugs. When TELCYTA binds to GST P1-1, it releases a fragment with a proven mechanism of killing cancer cells as well as other reactive agents. In contrast to the usual situation in which GST is involved in the destruction of
chemotherapeutic drugs, GST activates TELCYTA when TELCYTA reaches its cellular target. In this way, TELCYTA kills cancer cells by inducing cell death through a process called apoptosis.

TELCYTA has been evaluated in multiple Phase 2 clinical trials, including trials using TELCYTA as monotherapy and in combination regimens in ovarian,
non-small cell lung, breast and colorectal cancer. Results from these clinical trials indicate that TELCYTA monotherapy was generally well-tolerated, with mostly mild to moderate side effects, particularly when compared to the side effects and
toxicities of standard chemotherapeutic drugs. When TELCYTA was evaluated in combination with standard chemotherapeutic drugs, the tolerability of the combinations was similar to that expected of each drug alone. This tolerability profile may be an
important clinical advantage for TELCYTA since combination drug regimens are commonly used in cancer treatment. Clinical activity including objective tumor responses and/or disease stabilization was reported in the TELCYTA Phase 2 trials.

We initiated four randomized Phase 3 registration trials in platinum refractory or resistant ovarian cancer and in platinum resistant
non-small cell lung cancer. We have completed three of the trials and one trial is ongoing. The following summarizes the status of these trials:

ASSIST-1 is a 440 patient multinational, randomized Phase 3 trial designed to evaluate TELCYTA as compared to the active control agents liposomal doxorubicin or topotecan in the third-line therapy of platinum resistant ovarian cancer. The
ASSIST-1 trial did not achieve the primary endpoint of demonstrating a statistically significant improvement in overall survival for TELCYTA as compared to the active controls. While the preliminary analysis revealed a number of internal
inconsistencies that need to be further investigated, resolution of these inconsistencies may not change the preliminary results.

ASSIST-2
is a 520 patient multinational, randomized Phase 3 trial designed to evaluate TELCYTA as compared to gefitinib in the third-line therapy of advanced non-small cell lung cancer. The ASSIST-2 trial did not achieve the primary endpoint of demonstrating
a statistically significant improvement in overall survival for TELCYTA as compared to the active control.

ASSIST-3 is a 244 patient
randomized Phase 3 trial conducted in the U.S. designed to demonstrate a statistically significant improvement in overall objective response rate with the combination of TELCYTA plus carboplatin compared to liposomal doxorubicin in the second-line
treatment of platinum resistant ovarian cancer. Under the trial protocol, patients were to have received treatment until tumor progression or unacceptable toxicity. However, a major discordance was observed between the clinical review of the tumor
scans and the



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independent radiology review. Approximately 25% of the patients were discontinued prematurely from the assigned study treatment as judged by the independent
review of the scans. Therefore, we believe the trial was compromised and may not be suitable for a regulatory submission.

ASSIST-5 is a
244 patient, multinational randomized Phase 3 trial initiated in May 2006, evaluating TELCYTA in combination with liposomal doxorubicin versus liposomal doxorubicin as second line therapy in platinum refractory or resistant ovarian cancer.
Enrollment is ongoing in this trial.

Objective tumor responses were observed on the investigational arms containing TELCYTA in all three
trials based on the prospective central blinded independent radiology review. Preliminary analysis of the safety data from the ASSIST-1 and ASSIST-2 trials, in which TELCYTA was administered as monotherapy, indicates that TELCYTA was generally
well-tolerated. TELCYTA treatment was associated with mild to moderate nausea, vomiting and fatigue. Preliminary analysis of the safety data from the ASSIST-3 trial, combining TELCYTA plus carboplatin, demonstrated toxicities expected of each drug
alone and no unexpected or cumulative toxicities were reported. Further analyses of each of these trials are underway.

We have completed
enrollment in two Phase 2 clinical trials of TELCYTA for the treatment of Stage IIIb or IV non small cell lung cancer in patients who have not previously received chemotherapy. One clinical trial is evaluating TELCYTA in combination with cisplatin,
and the other, TELCYTA in combination with carboplatin and paclitaxel. Platinum and taxane based drug combinations are the current standard for the front line chemotherapy of lung and ovarian cancer.

TELINTRABone marrow stimulant

TELINTRA is a small molecule product candidate that we believe has the potential to increase blood cell counts in cancer patients. In addition to killing cancer cells, chemotherapeutic drugs also kill rapidly dividing normal cells. These
include normal cells found in bone marrow that eventually become white blood cells, red blood cells and platelets. For example, lowered levels of a type of white blood cells, called neutrophils, cause a condition called neutropenia. Neutropenia is a
common side effect of chemotherapy and renders the already weakened cancer patient susceptible to life-threatening infections. Low blood cell levels are also found in a number of pre-leukemic conditions, such as MDS, that may require treatment.

Results from a Phase 2 clinical trial of the intravenous formulation of TELINTRA in
patients with MDS were reported in December 2005, demonstrating clinically significant improvement in all blood cell lineages and in all major MDS subtypes. TELINTRA was well-tolerated in this predominantly elderly patient population. In February
2006, we initiated a Phase 1-2a study in patients with MDS using a tablet formulation of TELINTRA. At the 48thannual meeting of the American Society of Hematology in December 2006, we reported positive preclinical data demonstrating that TELINTRA accelerated the recovery of white blood cells (neutrophils) in standard preclinical models of
chemotherapy-induced neutropenia. Neutrophil recovery was preceded by significantly increased levels of G-CSF and GM-CSF. Recombinant G-CSF and GM-CSF are the current standards of care for the treatment of cancer patients with chemotherapy-induced
neutropenia.

TELINTRA may offer the advantages of a small molecule drug over a therapeutic protein, including ease of manufacturing and
the potential for oral administration. The tablet formulation of TELINTRA may allow us to offer a product that is an attractive alternative to the current marketed parenterally administered drugs that stimulate the production of white or red blood
cells. We have retained worldwide commercial rights to TELINTRA.

TLK58747Cytotoxic small molecule

Using our TRAP technology we discovered TLK58747, a novel metabolically activated cytotoxic small molecule. TLK58747 causes apoptosis and G2/M cell cycle
arrest in a broad array of human cancer cell lines including those not expressing GST P1-1. It has shown significant anti-tumor activity in human breast, pancreatic



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and colon tumors in vivo when administered either orally or by injection. We are conducting the required preclinical safety studies to support the potential
filing of an Investigational New Drug, or IND, application with the U.S. Food and Drug Administration or FDA.

MCP-1 antagonist (C243)
Small molecule for autoimmune and inflammatory disorders

Using our TRAP technology we discovered MCP-1 antagonist, or C243, a
small molecule that prevents leukocyte infiltration, a process linked to tissue injury in chronic autoimmune and inflammatory diseases such as multiple sclerosis, rheumatoid arthritis and athersclerosis. In February 2007, we announced an agreement
with SRI International under which SRI will fund and conduct preclinical studies of C243, a compound we developed for the potential treatment of multiple sclerosis and other autoimmune and inflammatory diseases. We hold exclusive rights to C243 in
North and South America. We share commercialization rights with our former collaborator, Sanwa, in the rest of the world except Asia, where Sanwa has exclusive commercialization rights.

Research Discovery Programs

In addition to generating our current clinical product portfolio, TRAP
has allowed us to build our research pipeline with product candidates against targets in cancer and inflammatory diseases. We have chosen to pursue those protein targets that have engendered a high level of interest in the drug discovery community,
address important unmet clinical needs and whose modulation are expected to have a beneficial effect in treating a given disease. We are continually evaluating and prioritizing our early stage programs.

Aurora kinase

Aurora kinases are
enzymes expressed in human cells that are found to be elevated in many solid tumors, in particular pancreatic cancer. Inhibition of aurora kinase activity can lead to the inhibition of tumor growth. In collaboration with the Arizona Cancer Center,
we have identified small molecule inhibitors of aurora kinase activity.

AKT kinase

As part of our TRAP collaboration with Vanderbilt-Ingram Cancer Center, we have identified a series of small molecule inhibitors of AKT kinase, an enzyme
believed to be important in the growth of cancer cells.

DNA methyltransferase inhibitor

DNA methyltransferase is required to maintain genetic stability within cells. Changes in DNA methyltransferase activity can lead to malignancy by causing
modifications to DNA. Inhibition of DNA methyltransferase has been shown to inhibit tumor growth in mouse models of cancer. In collaboration with the Arizona Cancer Center, we have identified small molecule inhibitors of DNA methyltransferase.

MCP-1 antagonists for cancer and inflammatory diseases

Inflammation is an important response of the body to injury and infection. If inflammation becomes excessive or prolonged, it can lead to pathological
conditions, including asthma, inflammatory bowel disease, multiple sclerosis, psoriasis, rheumatoid arthritis and septic shock. An early step in the inflammatory response is the attraction of white blood cells, or leukocytes, from the circulatory
system to damaged or infected tissue by messenger molecules called chemokines.

Our research has identified inhibitors selected for an
important chemokine mediator of the inflammatory response: MCP-1. These inhibitors block the interaction of MCP-1 with its protein receptor and are active in animal models of inflammatory disease.



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TRAP Technology

Our Target-Related Affinity Profiling, or TRAP, drug discovery technology is designed to rapidly and efficiently identify small molecule product candidates that act on disease related protein targets. TRAP technology
offers solutions to the two major challenges facing drug discovery: the explosive growth in the number of new protein targets generated by the advances in genomics and the intrinsic limitations of the Ultra High Throughput Screening, or UHTS,
approach. TRAP offers several competitive advantages over UHTS, because it is able to accommodate thousands, rather than hundreds, of targets, is cost-effective to screen unproven targets for the purpose of validation and avoids the use of highly
simplified assays.

We have discovered that there are a limited number of ways that proteins interact with small molecules and that these
interactions can be simulated using a carefully selected panel of diverse proteins. TRAP takes advantage of this discovery to profile the interactions of small molecules with proteins using a panel of less than 20 proteins selected for their
distinct patterns of interacting with small molecules. We believe that our panel of proteins simulates, either individually or in combination, most of the significant interactions between a small molecule and a protein. Furthermore, TRAP measures
the diversity of compounds in a way that cannot be explained on the basis of chemical structure alone. Compounds that are structurally similar can have very different affinities for proteins and other biological properties, and, conversely,
compounds that are structurally diverse may have similar affinities for proteins and other biological properties.

By comparing the
relative strengths of the interaction of a small molecule with each panel protein, a protein affinity profile, or fingerprint, is produced for the small molecule. One type of assay we use, called a binding assay, measures the interaction of a panel
protein with a specially designed binding partner, or ligand, in the presence of a small molecule. If the small molecule has an affinity for the same site on the panel protein as the ligand, the amount of ligand that binds will be reduced. This
decrease in the amount of the ligand that binds to each panel protein comprises the small molecules fingerprint.

Using these
fingerprints, we select a small subset of compounds, which we call the training set, that is sufficiently diverse in its protein recognition characteristics to represent our entire collection, or library, of small molecules. We screen this training
set against the target of interest and use the resulting data to predict the type of small molecule-protein interactions present in the target. A model of small molecule interactions with the target is generated by mathematically combining the
individual interactions of TRAP panel proteins, where the panel proteins to be included in the model are determined by the affinities of the initial subset of compounds for the target. We can then select from the library those compounds that prefer
these types of interactions for assay. We have developed a set of computational tools, in the form of chemoinformatics algorithms, which are used to scan the library for patterns of protein affinity, since these patterns appear to correlate best
with biological activity. The majority of active compounds in our library that are pharmaceutically active against a given target can be identified after screening as few as 200 compounds.

We have used TRAP to assemble our library of small molecules, which is enriched by compounds that interact with proteins in a selective fashion and
contains multiple compounds that can undergo each mode of protein interaction. We believe that this process creates a small molecule library with a greater likelihood of containing a compound that interacts with any specified protein, thus having a
higher probability of generating product candidates than a conventionally or randomly assembled library. As a consequence, TRAP identifies those small molecules with a higher probability of being product candidates from within the universe of
possible compounds, allowing their assembly into a manageable product discovery library. All of the known products that we have examined lie within the bounds of the library defined by TRAP.

The ability of TRAP to identify active compounds after screening only a few hundred samples overcomes many of the limitations of UHTS. TRAP does not
require assays capable of screening millions of compounds, thereby decreasing the time and resources necessary for assay development. TRAP permits the selection of a given target of interest from a much wider universe of targets by reducing the need
to acquire targets and assay



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technologies and allows more physiologically relevant assay systems to be used. In addition, TRAP eliminates the need for large compound collections and
sophisticated and expensive automation to support them, further lowering the financial barrier to screening and permitting its application to emerging biopharmaceutical companies. Finally, the overall efficiency and economy of TRAP allow multiple
targets to be pursued simultaneously and permit the screening of higher risk, but potentially more valuable, targets.

We will continue to
increase our collection of small molecules, as well as to refine the panel of proteins used to create fingerprints. In addition, we will explore the expansion of our chemoinformatics algorithms and the application of the technology to delineate
other properties of small molecules, such as their behavior in the body, their toxicological profiles and absorption, distribution, metabolism and excretion characteristics.

Collaborative Relationships

We expect to enter into collaborative arrangements with third parties
for clinical trials, development, manufacturing, regulatory approvals or commercialization of some of our product candidates, particularly outside North America, or in disease areas requiring larger and longer clinical trials.

We have established a number of joint discovery programs with other pharmaceutical, biotechnology and genomics companies. These collaborations exploit
our TRAP technology platform and have the potential to identify new product development and commercialization opportunities either independently or pursuant to expanded collaborations. In addition, these collaborations have provided funding for our
internal research and development programs.

These collaborations include the following:

Sanwa

In December 1996, we entered
into a screening services agreement with Sanwa Kagaku Kenkyusho Co., Ltd., or Sanwa, a Japanese pharmaceutical company, to employ our proprietary TRAP technology to identify compounds that are active against biological targets. In September 1997 and
October 1998, this agreement was amended to increase the number of targets, extend the term of the agreement and include the optimization of lead compounds for a period of two years. The agreement was further amended in March 2002 to clarify certain
procedures for optimization of lead compounds, establish dates by which we would file at least one patent in three different categories of compounds, and permit Sanwa to submit targets obtained from third parties to the screening program. We
concluded the optimization of a lead compound identified through the use of our TRAP technology in May 2003. Under the agreement, Sanwa has exclusive commercialization rights in Japan, Korea, Taiwan and China. We have exclusive commercialization
rights in North and South America. Elsewhere in the world, we share commercialization rights with Sanwa. The term of the agreement expired in December 2006, but the division of rights remains in effect.

The University of Arizona

In January
2001, we entered into a research and license agreement with the Arizona Cancer Center at the University of Arizona to use our TRAP technology for the identification of small molecule compounds active against cancer related targets. The Arizona
Cancer Center has successfully conducted biologic assays to screen TRAP-generated compounds for pharmacologic activity and we have selected four new compounds for further development. We have exclusive worldwide rights to develop and commercialize
compounds that we selected and will use the Arizona Cancer Center as a preferred clinical site for our oncology drug development programs arising from this collaboration. In July 2002, we exercised our option to obtain exclusive worldwide rights to
intellectual property, including small molecule product candidates, for four targets. The license agreement will continue until the expiration of the patents covering such compounds.



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Vanderbilt-Ingram Cancer Center

In December 2002, we entered into a research and license agreement with the Vanderbilt-Ingram Center at Vanderbilt University to use our TRAP technology
for the identification of small molecule compounds active against cancer related targets. We have the right to select compounds arising from the collaboration for further development. In May 2006, we exercised our option to obtain exclusive
worldwide rights for one target. The research term of the agreement terminated in December 2006 and, if no additional targets are selected by February 2007, the agreement would expire for these additional targets.

Hoffmann-La Roche

In March 2003, we
entered into a screening and license agreement with Hoffmann-La Roche, Inc. or Roche, whereby we will utilize our TRAP technology to identify product candidates active against a pharmaceutical target selected by Roche. We are entitled to receive
certain payments upon acceptance of drug compounds by Roche.

Mount Sinai School of Medicine

In February 2005, we entered into a research and license agreement with the Mount Sinai School of Medicine to use our TRAP technology for the
identification of small molecule compounds active against cancer related targets. We have the right to select compounds arising from the collaboration for further development. The research term of the agreement will terminate in May 2007 and, if no
compounds are selected for further development by July 2007, the agreement will expire.

SRI International

In February 2007, we announced an exclusive license agreement with SRI under which SRI will conduct preclinical studies of the MCP-1 antagonist identified
as C243, a compound developed by us for the treatment of multiple sclerosis and other autoimmune and inflammatory diseases. Under the terms of the agreement, SRI will fund and conduct preclinical and toxicology studies directed at supporting an
Investigational New Drug, or IND, application with the U.S. Food and Drug Administration, as well as develop GMP-compliant sources for C243 manufacturing. We will have the option to re-acquire C243 rights in the future. In North and South America,
we have exclusive commercialization rights to C243. We share commercialization rights to the compound in Europe with Sanwa, and Sanwa has exclusive commercialization rights in Asia. The license agreement covers territories where we have exclusive
rights. The term of this agreement and license under it expires in December 2011, subject to termination rights by both parties.

Patents and
Proprietary Information

Patents and other proprietary rights are very important to our business. If we have enforceable patents of
sufficient scope, it can be more difficult for our competitors to use our technology to create competitive products or to obtain patents that prevent us from using technology we create. As part of our business strategy, our policy is to actively
file patent applications in the United States and internationally to cover new chemical compounds, pharmaceutical compositions, methods of preparation of the compounds and compositions and therapeutic uses of the compounds and compositions, methods
related to our TRAP technology, and improvements in each of these. We also rely on trade secret information, technical know-how, innovation and agreements with third parties to continuously expand and protect our competitive position.



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We have a number of patents and patent applications related to our compounds and other technology, but we
cannot be certain that issued patents will be enforceable or provide adequate protection or that the pending patent applications will issue as patents. The following table shows the actual or estimated expiration dates in the United States and
internationally for the primary patents and for patents that may issue from pending applications that cover our TRAP technology and the compounds in our product candidates.



|                   |  |                      |  |                          |  
|------------------ |  | -------------------- |  | ------------------------ | -
|                   |  | US patentexpirations |  | Foreignpatentexpirations |  
|TRAP               |  | 2014                 |  | 2015                     | *
|Product candidates |  |                      |  |                          |  
|TELCYTA            |  | 2013                 |  | 2014                     | *
|TELINTRA           |  | 2014                 |  | 2014                     | *

---

|* |  | Includes pending applications
|- |  | -----------------------------

We may obtain patents for
our product candidates many years before we obtain marketing approval for them. We can generally apply for patent term extensions for patents covering our product candidates in major market countries when and if marketing approvals are obtained.

Independently of patent coverage, we will generally be entitled to data exclusivities for our product candidates in major market countries
for several years when and if marketing approvals are obtained.

We also rely on trade secret information, technical know-how, innovation
and agreements with third parties to continuously expand and protect our proprietary position. We require our employees and consultants to execute non-disclosure and assignment of invention agreements on commencement of their employment or
engagement. We do not disclose our trade secrets (including significant aspects of our TRAP technology) outside Telik except where disclosure is essential to our business, and we require those individuals, companies and institutions doing business
with us, including TRAP collaborators, to execute agreements to protect our trade secrets.

Competition

Competition in the pharmaceutical and biotechnology industries is intense. The drugs that we are developing will have to compete with existing therapies.
In addition, a large number of companies are pursuing the development of pharmaceuticals that target the same diseases and conditions that we are targeting. Many pharmaceutical or biotechnology companies have products on the market and are actively
engaged in the research and development of products that are competitive with our potential products. Many of these companies and institutions, either alone or together with their collaborative partners, have substantially greater financial,
manufacturing, sales, distribution and technical resources and more experience in research and development, clinical trials and regulatory matters, than we do. In addition, our competitors may succeed in developing technologies and drugs that are
more effective, better tolerated or less costly than any which are being developed by us or which would render our technology or potential drugs obsolete or noncompetitive.

Regulatory Considerations

The manufacturing and marketing of our potential products and our on-going
research and development activities are subject to extensive regulation by numerous governmental authorities in the United States and other countries. In the United States, pharmaceutical products are subject to rigorous review by the FDA under the
Federal Food, Drug and Cosmetic Act, the Public Health Service Act and other federal statutes and regulations. Non-compliance with applicable requirements can result in fines, recall or seizure of products, total or partial suspension of production,
refusal of the government to approve marketing applications or allow us to enter into supply contracts and criminal prosecution. The FDA also has the authority to revoke previously granted marketing authorizations.



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Securing FDA approval requires the submission of extensive preclinical and clinical data and supporting
information to the FDA for each indication to establish a product candidates safety and efficacy. The approval process may take many years, requires the expenditure of substantial resources, may involve post-marketing surveillance and may
involve on-going requirements for post-marketing studies. The FDA may also require post-marketing testing and surveillance to monitor the effects of approved products or place conditions on any approvals that could restrict the commercial
applications of these products. Product approvals may be withdrawn if compliance with regulatory standards is not maintained or if problems occur following initial marketing. With respect to patented products or technologies, delays imposed by the
governmental approval process may materially reduce the period during which we will have exclusive rights to exploit them.

Preclinical
studies involve laboratory evaluation of product characteristics and animal studies to assess the initial efficacy and safety of the product. The FDA, under its Good Laboratory Practices regulations, regulates preclinical studies. Violations of
these regulations can, in some cases, lead to invalidation of the studies, requiring these studies to be replicated. The results of the preclinical studies, together with manufacturing information and analytical data, are submitted to the FDA as
part of an IND, which must be approved by the FDA before we can commence clinical trials in humans. Unless the FDA objects to an IND, the IND would become effective 30 days following its receipt by the FDA.

Clinical trials involve the administration of the investigational product to humans under the supervision of a qualified principal investigator. Clinical
trials must be conducted in accordance with Good Clinical Practice, or GCP, under protocols submitted to the FDA as part of the IND. In addition, each clinical trial must be approved and conducted under the auspices of an Investigational Review
Board, or IRB, and with patient informed consent. The IRB will consider, among other things, ethical factors, the safety of human subjects and the possibility of liability of the institution conducting the trial.

Clinical trials are conducted in three sequential phases though the phases may overlap. Phase 1 clinical trials may be performed in healthy human
subjects or, depending on the disease, in patients. The goal of Phase 1 clinical trials is to establish initial data about the safety and tolerance of the product in humans. In Phase 2 clinical trials, in addition to safety, the efficacy of the
product is evaluated in a limited number of patients with the target disease. Phase 3 clinical trials typically involve additional testing for safety and clinical efficacy in expanded, large-scale, multi-center studies of patients with the target
disease. We have engaged contract research organizations, or CROs, to facilitate the administration of our Phase 3 registration trials.

We
and all of our contract manufacturers are required to comply with the applicable FDA current Good Manufacturing Practice, or cGMP, regulations. cGMP regulations include requirements relating to quality control and quality assurance as well as the
corresponding maintenance of records and documentation. Manufacturing facilities are subject to inspection by the FDA. These facilities must be approved before we can use them in the commercial manufacture of our products.

Outside the United States, our ability to market a product is contingent upon receiving marketing authorization from the appropriate regulatory
authorities. The requirements governing the conduct of clinical trials, marketing authorization, pricing and reimbursement vary widely from country to country. At present, foreign marketing authorizations are applied for at a national level,
although within the European Union registration procedures are available to companies wishing to market a product in more than one European Union member state. If the regulatory authority is satisfied that adequate evidence of safety, quality and
efficacy has been presented, a marketing authorization will be granted.

Manufacturing

We are using third-party manufacturers to produce clinical supplies of TELCYTA under cGMP regulations. We are conducting process development testing with
drug manufacturers to scale up production of adequate clinical supplies of TELINTRA in its intravenous formulation.



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We are currently dependent on a single source of supply of the active ingredient in TELCYTA, Organichem
Corporation. In July 2004, we entered into an agreement with Organichem Corporation under which Organichem will manufacture and supply to us the active ingredient in TELCYTA for clinical and commercial purposes. We and Organichem have agreed on a
pricing schedule for such supply, which will be subject to future renegotiation after the lapse of a defined time period. Organichem has agreed to maintain sufficient capacity to satisfy its supply obligations under the agreement, and we are
entitled to reduced prices in the event of a significant production shortfall. For a number of years, we are obligated to purchase from Organichem a significant percentage of our United States requirements for the active ingredient in TELCYTA. Our
agreement with Organichem will remain in force until it is terminated through one of the following mechanisms: either party may terminate the agreement for an uncured or uncurable breach of other party, or immediately upon a series of material
breaches, and we have the right to terminate the agreement if TELCYTA is not approved for commercial sale by the FDA or if such approval is revoked. We also have the right to terminate the agreement upon repeated production shortfalls by Organichem.
Neither party has the right to terminate the agreement at will until several years after the FDA approves TELCYTA for commercial sale.

While we have entered into an agreement with, and are working to qualify, an additional supplier, there is no certainty this will occur. We currently depend upon two sources for the drug product manufacture of TELCYTA.

We presently depend upon two sources of supply for clinical quantities of the active ingredient in TELINTRA. We depend upon a single source of supply for
key excipients used in the manufacture of TELINTRA, Lipoid GmbH. While we are evaluating potential alternative sources of these materials, we have no such alternative sources that are immediately available. We currently depend upon two sources for
the drug product manufacture of TELINTRA.

We intend to continue to use third-party contract manufacturers or corporate collaborators for
the production of material for use in preclinical studies, clinical trials, manufacture of future products and commercialization. The manufacture of our potential products for preclinical studies and clinical trials and commercial purposes is
subject to cGMP regulations promulgated by the FDA and to other applicable domestic and foreign regulations.

Research and Development

We believe that our on-going research and development efforts are very important to our success. Our goal is to develop small molecule drugs for major
disease areas and this goal has been supported by our substantial research and development investments. We spent approximately $71.5 million in 2006, $71.3 million in 2005 and $61.9 million in 2004 on research and development. We conduct research
internally and also through collaborations with third parties, including universities, and we intend to maintain our strong commitment to our research and development efforts in the future. Approximately 52.1% of our research and development is
conducted internally and 47.9% is conducted through collaborations with third parties, including contract research organizations and consultants.

Employees

As of February 28, 2007, our workforce consisted of 118 full-time employees, 38 of whom hold Ph.D. or
M.D. degrees, or both, and 27 of whom hold other advanced degrees. Of our total workforce, 87 are engaged in research and development and 31 are engaged in business development, finance and administration. None of our employees are represented
by a collective bargaining agreement, nor have we experienced any significant work stoppages. We believe that our relations with our employees are good.



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Available Information

Our website address is www.telik.com; however, information found on, or that can be accessed through, our website is not incorporated by reference into this Annual Report. We file electronically with
the SEC our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. We
make available free of charge on or through our website copies of these reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC maintains an internet site that contains
reports, proxy and information statements and other information regarding our filings at www.sec.gov. You may also read and copy any of our materials filed with the SEC at the SECs Public Reference Room at 100 F Street, NE, Washington,
DC 20549. Information regarding the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.



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Item 1A. Risk Factors.

You should carefully consider these risk factors as each of these risks could
adversely affect our business, operating results and financial condition. In those cases, the trading of our common stock could decline and you may lose all or a part of your investment.

We have a history of net losses, which we expect to continue for the next several years. We will never be profitable unless we develop, and obtain regulatory approval
and market acceptance of, our product candidates.

Due to the significant research and development expenditures required to develop our
TRAP technology and identify new product candidates, and the lack of any products to generate revenue, we have not been profitable and have incurred operating losses since we were incorporated in 1988. As of December 31, 2006, we had an
accumulated deficit of $392.9 million. We expect to incur losses for the next several years as we continue our research and development activities and incur significant clinical testing and drug supply manufacturing costs. We do not anticipate that
we will generate product revenue for several years. Our losses, among other things, have caused and will cause our stockholders equity and working capital to decrease. To date, we have derived substantially all of our revenues, which have not
been significant, from project initiation fees and research reimbursement paid pursuant to existing collaborative agreements with third parties and achievement of milestones under current collaborations. We expect that this trend will continue until
we develop, and obtain regulatory approval and market acceptance of, our product candidates, if at all. We may never generate product revenue sufficient to become profitable.

All of our product candidates are in research and development. If clinical trials of TELCYTA or TELINTRA are delayed or unsuccessful or if we are unable to complete the preclinical development of our other
preclinical product candidates, our business may suffer.

Preclinical testing and clinical trials are long, expensive and uncertain
processes. It may take us or our collaborators several years to complete this testing, and failure can occur at any stage of the process. Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be
successful, and interim results of clinical trials do not necessarily predict final results. A number of companies in the pharmaceutical industry, including biotechnology companies, have suffered significant setbacks in advanced clinical trials,
even after promising results in earlier clinical trials.

To obtain regulatory approvals, we must, among other requirements, complete
carefully controlled and well-designed clinical trials demonstrating that a particular drug is safe and effective for the applicable disease. TELCYTA has to date been evaluated in multiple Phase 1, Phase 2 and Phase 3 clinical trials. The Phase 3
clinical trials (ASSIST-1, 2, 3 and 5) compare TELCYTA to a control arm consisting of currently established standard drug treatments for ovarian and lung cancers. In December 2006, we reported that preliminary results indicate that the ASSIST-1 and
ASSIST-2 trials did not achieve their primary endpoint of demonstrating statistically significant improvement in overall survival for TELCYTA as compared to the active controls. The ASSIST-3 trial showed a major discordance between the clinical
review of the tumor scans and the independent radiology review and therefore the results of this trial may be compromised and not suitable for regulatory submission. We are conducting further analyses of the data and we plan to meet with advisors,
and depending on the findings, we may initiate discussions with regulatory agencies for the purpose of determining the next steps in the clinical development program. Based on the results of our analyses of the data from our ASSIST-1 and ASSIST-3
trials, we may have to revise the on-going ASSIST-5 trial and this may delay the completion of the study. Future changes in standards of care may cause us to, or the FDA may require us to perform additional clinical testing of TELCYTA against a
different control arm prior to filing an NDA for marketing approval. Patient recruitment may be slower than expected and patients may drop out of the ASSIST-5 trial. Our near to medium-term outlook depends to a significant extent on the outcome of
the further analyses of the data from the completed ASSIST trials, and on the results from the on-going ASSIST-5 trial. If the results of these analyses



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and the ASSIST-5 trial do not demonstrate sufficient efficacy to support our NDA, then our business will suffer and our stock price will decline.

We typically rely on third-party clinical investigators to conduct our clinical trials and, as a result, we may face additional delays outside our
control. We engaged contract research organizations, or CROs, to facilitate the administration of our Phase 3 clinical trials of TELCYTA. Dependence on a CRO subjects us to a number of risks. We may not be able to control the amount and timing of
resources the CRO may devote to our clinical trials. Should the CRO fail to administer our Phase 3 clinical trials properly, regulatory approval, development and commercialization of TELCYTA will be delayed.

We completed a Phase 2 clinical trial of the intravenous formulation of TELINTRA in MDS, a form of pre-leukemia, to evaluate safety, pharmacokinetics,
pharmacodynamics and efficacy. In February 2006 we initiated a new Phase 2 clinical trial of a tablet formulation of TELINTRA in MDS. Our success depends in part on our ability to complete clinical development of TELINTRA or other preclinical
product candidates and take them through early clinical trials.

We do not know whether we will begin planned clinical trials on time or
whether we will complete any of our on-going clinical trials on schedule, if at all. We do not know whether any clinical trials will result in marketable products. Typically, there is a high rate of failure for product candidates in preclinical and
clinical trials. We do not anticipate that any of our product candidates will reach the market for several years.

Significant delays in
clinical testing could materially impact our clinical trials. We do not know whether planned clinical trials will begin on time, will need to be revamped or will be completed on schedule, if at all. In addition to the reasons stated above, clinical
trials can be delayed for a variety of other reasons, including delays in obtaining regulatory approval to commence a study, delays in reaching agreement on acceptable clinical study agreement terms with prospective clinical sites, delays in
obtaining institutional review board approval to conduct a study at a prospective clinical site and delays in recruiting subjects to participate in a study.

Delays in clinical testing can also materially impact our product development costs. If we experience delays in clinical testing or approvals, our product development costs will increase. For example, we may need to
make additional payments to third-party investigators and organizations to retain their services or we may need to pay recruitment incentives. If the delays are significant, our financial results and the commercial prospects for our product
candidates will be harmed, and our ability to become profitable will be delayed.

We believe that our ability to compete depends, in part, on our
ability to use our proprietary TRAP technology to discover new pharmaceutical products.

TRAP, our proprietary drug discovery
technology, is a relatively new drug discovery method that uses a protein panel of approximately 20 proteins selected for their distinct patterns of interacting with small molecules. This panel may lack essential types of interactions that we have
not yet identified, which may result in our inability to identify active compounds that we could potentially develop into commercially viable drugs.

If
we are unable to raise adequate funds in the future, we will not be able to continue to fund our operations, research programs, preclinical testing and clinical trials to develop and manufacture our product candidates.

The process of carrying out the development of our own unpartnered product candidates to later stages of development and developing other research
programs to the stage that they may be partnered will require significant additional expenditures, including the expenses associated with preclinical testing, clinical trials and obtaining regulatory approval. We believe that our existing cash and
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support our current operating plan until the end of 2008. Changes in our research and development plans or other changes affecting our operating expenses may
affect actual future consumption of existing cash resources as well. In any event, we will require substantial additional financing to fund our operations in the future. We do not know whether additional financing will be available when needed or
that, if available, we will obtain financing on terms favorable to our stockholders. As of December 31, 2006, our accumulated deficit was $392.9 million, and we expect capital outlays and operating expenditures to increase over the next several
years as we expand our clinical, research and development activities. The extent of any actual increase in operating or capital spending will depend in part on the clinical success of our product candidates. If we fail to raise adequate funds on
terms acceptable to us, if at all, we will not be able to continue to fund our operations, research programs, preclinical testing, clinical trials and manufacturing efforts.

Raising additional capital by issuing securities or through collaboration and licensing arrangements may cause dilution to existing stockholders or require us to relinquish rights to our technologies or product
candidates.

We may seek to raise any necessary additional funds through equity or debt financings, collaborative arrangements with
corporate partners or other sources. To the extent that we raise additional capital by issuing equity securities, our stockholders may experience dilution. To the extent that we raise additional capital through licensing arrangements or arrangements
with collaborative partners, we may be required to relinquish, on terms that are not favorable to us, rights to some of our technologies or product candidates that we would otherwise seek to develop or commercialize ourselves.

If our competitors develop and market products that are more effective than our product candidates or any products that we may develop, or obtain marketing approval
before we do, our commercial opportunity will be reduced or eliminated.

The biotechnology and pharmaceutical industries are intensely
competitive and subject to rapid and significant technological change. Some of the drugs that we are attempting to develop will have to compete with existing therapies. In addition, a large number of companies are pursuing the development of
pharmaceuticals that target the same diseases and conditions that we are targeting. We face competition from pharmaceutical and biotechnology companies in the United States and abroad. Our competitors may develop new screening technologies and may
utilize discovery techniques or partner with collaborators in order to develop products more rapidly or successfully than we or our collaborators are able to do.

Many of our competitors, particularly large pharmaceutical companies, have substantially greater financial, technical and human resources than we do. These organizations also compete with us to attract qualified
personnel and parties for acquisitions, joint ventures, licensing arrangements or other collaborations. In addition, academic institutions, government agencies and other public and private organizations conducting research may seek patent protection
with respect to potentially competing products or technologies and may establish exclusive collaborative or licensing relationships with our competitors.

Our competitors may succeed in developing technologies and drugs that are more effective, better tolerated or less costly than any which are being developed by us or which would render our technology and potential
drugs obsolete and noncompetitive. In addition, our competitors may succeed in obtaining FDA or other regulatory approvals for product candidates more rapidly than us or our collaborators. Any drugs resulting from our research and development
efforts, or from our joint efforts with our existing or future collaborative partners, may not be able to compete successfully with our competitors existing products or products under development or may not obtain regulatory approval in the
United States or elsewhere.



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If we do not obtain regulatory approval to market products in the United States and foreign countries, we or our
collaborators will not be permitted to commercialize our product candidates.

Even if we are able to achieve success in our preclinical
testing, we, or our collaborators, must provide the FDA and foreign regulatory authorities with clinical data that demonstrate the safety and efficacy of our product candidates in humans before they can be approved for commercial sale. Failure to
obtain regulatory approval will prevent commercialization of our product candidates.

The pharmaceutical industry is subject to stringent
regulation by a wide range of regulatory authorities. We cannot predict whether regulatory clearance will be obtained for any product candidate that we are developing or hope to develop. A pharmaceutical product cannot be marketed in the United
States until it has completed rigorous preclinical testing and clinical trials and an extensive regulatory clearance process implemented by the FDA. Satisfaction of regulatory requirements typically takes many years and depends on the type,
complexity and novelty of the product and requires the expenditure of substantial resources. Of particular significance are the requirements covering research and development, testing, manufacturing, quality control, labeling and promotion of drugs
for human use.

Before commencing clinical trials in humans, we, or our collaborators, must submit and receive approval from the FDA of an
IND application. We must comply with FDA Good Laboratory Practices regulations in our preclinical studies. Clinical trials are subject to oversight by institutional review boards of participating clinical sites and the FDA and:



| |  |  | must be conducted in conformance with the FDA regulations;
| | - |  | ----------------------------------------------------------



| |  |  | must meet requirements for institutional review board approval;
| | - |  | ---------------------------------------------------------------



| |  |  | must meet requirements for informed consent;
| | - |  | --------------------------------------------



| |  |  | must meet requirements for Good Clinical Practices;
| | - |  | ---------------------------------------------------



| |  |  | may require large numbers of participants; and
| | - |  | ----------------------------------------------



| |  |  | may be suspended by us, our collaborators or the FDA at any time if it is believed that the subjects participating in these trials are being exposed to unacceptable
health risks or if the FDA finds deficiencies in the IND application or the conduct of these trials.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Before receiving
FDA clearance to market a product, we, or our collaborators must demonstrate that the product candidate is safe and effective in the patient population that will be treated. Negative or inconclusive results or adverse medical events during a
clinical trial could cause a clinical trial to be repeated, a program to be terminated and could delay approval. We typically rely on third-party clinical investigators to conduct our clinical trials and other third-party organizations to perform
data collection and analysis. As a result, we may face additional delaying factors outside our control. In addition, we may encounter delays or rejections based upon additional government regulation from future legislation or administrative action
or changes in FDA policy or interpretation during the period of product development, clinical trials and FDA regulatory review. Failure to comply with applicable FDA or other applicable regulatory requirements may result in criminal prosecution,
civil penalties, recall or seizure of products, total or partial suspension of production or injunction, as well as other regulatory action. We have limited experience in conducting and managing the clinical trials necessary to obtain regulatory
approval.

If regulatory clearance of a product is granted, this clearance will be limited to those disease states and conditions for which
the product is demonstrated through clinical trials to be safe and efficacious, which could limit our market opportunity. Furthermore, product approvals, once granted, may be withdrawn if problems occur after initial marketing. We cannot ensure that
any compound developed by us, alone or with others, will prove to be safe and efficacious in clinical trials and will meet all of the applicable regulatory requirements needed to



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receive marketing clearance. Regulatory clearance may also contain requirements for costly post-marketing testing and surveillance to monitor the safety and
efficacy of the product. If problems occur after initial marketing, such as the discovery of previously unknown problems with our product candidates, including unanticipated adverse events or adverse events of unanticipated severity or frequency, or
manufacturer or manufacturing issues, marketing approval can be withdrawn.

Outside the United States, the ability to market a product
depends on receiving a marketing authorization from the appropriate regulatory authorities. Most foreign regulatory approval processes include all of the risks associated with FDA clearance described above and some may include additional risks.

As our product programs advance, we may need to hire additional scientific and management personnel. Our research and development efforts will be
seriously jeopardized if we are unable to attract and retain key personnel.

Our success depends in part on the continued contributions
of our principal management and scientific personnel and on our ability to develop and maintain important relationships with leading academic institutions, scientists and companies in the face of intense competition for such personnel. As we plan
for additional advanced clinical trials, including Phase 2 and Phase 3, we may also need to expand our clinical development personnel. In addition, our research programs depend on our ability to attract and retain highly skilled chemists and other
scientists. If we lose the services of Dr. Wick or any of our other key personnel, our research and development efforts could be seriously and adversely affected. We have generally entered into consulting or other agreements with our scientific
and clinical collaborators and advisors. We do not carry key person insurance that covers Dr. Wick or any of our other key employees.

Our
restructuring efforts may have an adverse impact on our current employees and on our ability to retain and attract future employees

On
February 12, 2007, our Board of Directors committed to a restructuring plan intended to reduce our operating expenses following our announcement in December 2006 of the preliminary results of our Phase 3 ASSIST-1, ASSIST-2 and ASSIST-3 trials
for our lead product candidate, TELCYTA. The workforce reduction could result in reduced productivity by our remaining employees, which in turn may affect our business and financial results in future quarters. We cannot assure you that future
reductions or adjustments of our workforce will be made or that issues associated with such reductions will not recur. In addition, employees, whether or not directly affected by the reduction, may seek future employment with our business partners,
customers or competitors. Although our employees are required to sign a confidentiality agreement at the time of hire, we cannot assure you that the confidential nature of certain proprietary information will be maintained in the course of such
future employment.

Further, we believe that our future success will depend in large part upon our ability to attract and retain highly
skilled personnel. We may have difficulty attracting such personnel as a result of a perceived risk of future workforce reductions. In addition, there is currently a shortage of skilled executives and employees with technical expertise in the
biotechnology industry and this shortage is likely to continue. As a result, competition among numerous companies, academic and other research institutions for skilled personnel and experienced scientists is intense and turnover rates are high. The
cost of living in the San Francisco Bay Area is high compared to other parts of the country, which may adversely affect our ability to compete for qualified personnel and will increase costs. Because of this competitive environment, we have
encountered and may continue to encounter increasing difficulty in attracting qualified personnel if our operations expand and the demand for these professionals increases, and this difficulty could significantly impede the achievement of our
research and development objectives.



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If physicians and patients do not accept products that we may develop, our ability to generate product revenue in the
future will be adversely affected.

Products that we may develop may not gain market acceptance among physicians, healthcare payors,
patients and the medical community. Market acceptance of and demand for any products that we may develop will depend on many factors, including the following:



| |  |  | our ability to provide acceptable evidence of safety and efficacy;
| | - |  | ------------------------------------------------------------------



| |  |  | convenience and ease of administration;
| | - |  | ---------------------------------------



| |  |  | cost effectiveness;
| | - |  | -------------------



| |  |  | the effectiveness of our marketing strategy and the pricing of any products that we may develop;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | our ability to obtain third-party coverage or reimbursement; and
| | - |  | ----------------------------------------------------------------



| |  |  | the prevalence and severity of adverse side effects.
| | - |  | ----------------------------------------------------

Physicians may elect not to recommend products that we may develop even if our products meet the above criteria. If any product that we may develop fails to achieve market acceptance, we may not be able to
successfully market and sell that product, which would limit our ability to generate revenue and adversely affect our operations.

If we or our
licensees cannot obtain and defend our respective intellectual property rights, or if our product candidates, technologies or any products that we may develop are found to infringe patents of third parties, we could become involved in lengthy and
costly legal proceedings that could adversely affect our business.

Our success will depend in a large part on our own and our
licensees ability to obtain and defend patents for each partys respective technologies and the compounds and other products, if any, resulting from the application of these technologies. The patent positions of pharmaceutical and
biotechnology companies can be highly uncertain and involve complex legal and factual questions. As a result, the degree of future protection for our proprietary rights is uncertain, and we cannot assure you that:



| |  |  | we were the first to make the inventions covered by each of our pending patent applications;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | we were the first to file patent applications for these inventions;
| | - |  | -------------------------------------------------------------------



| |  |  | others will not independently develop similar or alternative technologies or duplicate any of our technologies;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | any of our pending patent applications will result in issued patents;
| | - |  | ---------------------------------------------------------------------



| |  |  | any patents issued to us or our collaborators will provide a basis for commercially viable products, will provide us with any competitive advantages or will not be
challenged by third parties;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any of our issued patents will be valid or enforceable; or
| | - |  | ----------------------------------------------------------



| |  |  | we will develop additional proprietary technologies that are patentable.
| | - |  | ------------------------------------------------------------------------

Accordingly, we cannot predict the breadth of claims allowed in our or other companies patents.

For TRAP, we hold patents in the United States and internationally, including a pending foreign application. These patents, and any patent that may issue
on the pending application, will expire between 2014 and 2015. For TELCYTA, we hold compound patents in the United States and internationally, including a pending foreign application. These patents, and any patent that may issue on the pending
application, will expire in 2013 and 2014. For TELINTRA, we hold compound patents in the United States and internationally, including a pending



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foreign application. These patents, and any patent that may issue on the pending application, will expire in 2014. We can generally apply for patent term
extensions on the patents for TELCYTA and TELINTRA when and if marketing approvals for these compounds are obtained in the relevant countries.

Our success will also depend, in part, on our ability to operate without infringing the intellectual property rights of others. We cannot assure you that our activities will not infringe patents owned by others. As of the date of this
Annual Report on Form 10-K, we have not received any communications with the owners of related patents alleging that our activities infringe their patents. However, if our product candidates, technologies or any products that we may develop are
found to infringe patents issued to third parties, the manufacture, use and sale of any products that we may develop could be enjoined, and we could be required to pay substantial damages. In addition, we may be required to obtain licenses to
patents or other proprietary rights of third parties. We cannot assure you that any licenses required under any such patents or proprietary rights would be made available on terms acceptable to us, if at all. Failure to obtain such licenses could
negatively affect our business.

Others may have filed and in the future may file patent applications covering small molecules or
therapeutic products that are similar to ours. We cannot assure you that our patent applications will have priority over patent applications filed by others. Any legal action against us or our collaborators claiming damages and seeking to enjoin
commercial activities relating to the affected products and processes could, in addition to subjecting us to potential liability for damages, require us or our collaborators to obtain a license to continue to manufacture or market the affected
products and processes. We cannot predict whether we, or our collaborators, would prevail in any of these actions or that any license required under any of these patents would be made available on commercially acceptable terms, if at all. We believe
that there may be significant litigation in the industry regarding patent and other intellectual property rights. If we become involved in litigation, it could consume a substantial portion of our managerial and financial resources, and we may not
be successful in any such litigation.

In addition, we could incur substantial costs and use of our key employees time and efforts in
litigation if we are required to defend against patent suits brought by third parties or if we initiate these suits, and we cannot predict whether we would be able to prevail in any of these suits.

Furthermore, some of our patents and intellectual property rights are owned jointly by us and our collaborators. While there are legal and contractual
restraints on the rights of these joint owners, they may use these patents and other intellectual property in ways that may harm our business. We may not be able to prevent this type of use.

We also rely on trade secrets to protect technology, including aspects of our TRAP technology, where we believe patent protection is not appropriate or
obtainable. However, trade secrets are difficult to protect. While we require employees, academic collaborators and consultants to enter into confidentiality agreements, we may not be able to adequately protect our trade secrets or other proprietary
information in the event of any unauthorized use or disclosure or the lawful development by others of such information. If the identity of specific proteins or other elements of our TRAP technology become known, our competitive advantage in drug
discovery could be reduced.

Many of our collaborators and scientific advisors have publication and other rights to certain information and
data gained from their collaborations and research with us. Any publication or other use could limit our ability to secure intellectual property rights or impair any competitive advantage that we may possess or realize by maintaining the
confidentiality of that information or data.



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We will depend on collaborative arrangements to complete the development and commercialization of some of our product
candidates. These collaborative arrangements may place the development of our product candidates outside of our control, may require us to relinquish important rights or may otherwise not be on terms favorable to us.

We expect to enter into collaborative arrangements with third parties for clinical trials, development, manufacturing, regulatory approvals or
commercialization of some of our product candidates, particularly outside North America, or in disease areas requiring larger and longer clinical trials. Dependence on collaborative arrangements will subject us to a number of risks. We may not be
able to control the amount and timing of resources our collaborative partners may devote to the product candidates. Our collaborative partners may experience financial difficulties. Should a collaborative partner fail to develop or commercialize a
compound or product candidate to which it has rights from us, we may not receive any future milestone payments and will not receive any royalties for that compound or product candidate. Business combinations or significant changes in a collaborative
partners business strategy may also adversely affect a partners willingness or ability to complete its obligations under an arrangement. If we fail to enter into additional collaborative agreements on favorable terms, our business,
financial condition and results of operations could be materially adversely affected.

Some of our collaborations are for early stage
programs and allow partners significant discretion in electing whether to pursue any of the planned activities. We do not anticipate significant revenues to result from these relationships until the collaborator has advanced product candidates into
clinical trials, which will not occur for several years, if at all. These arrangements are subject to numerous risks, including the right of the collaboration partner to control the timing of the research and development efforts, the advancement of
lead product candidates to clinical trials and the commercialization of product candidates. In addition, a collaborative partner could independently move forward with a competing lead candidate developed either independently or in collaboration with
others, including our competitors.

If we are unable to enter into or maintain existing contracts with third parties to manufacture our product
candidates or any products that we may develop in sufficient quantities and at an acceptable cost, clinical development of product candidates could be delayed and we may be unable to meet demand for any products that we may develop and lose
potential revenue.

We do not currently operate manufacturing facilities for clinical or commercial production of our product
candidates. We expect to continue to rely on third parties for the manufacture of our product candidates and any products that we may develop. We currently lack the resources and capability to manufacture any of our product candidates on a clinical
scale or any products that we may develop on a commercial scale. As a result, we will be dependent on corporate partners, licensees or other third parties for the manufacturing of clinical and commercial scale quantities of our product candidates
and any products that we may develop. Our product candidates and any products that we may develop may be in competition with other product candidates and products for access to these manufacturing facilities. For this and other reasons, our
collaborators or third parties may not be able to manufacture our product candidates and products in a cost effective or timely manner. While we currently possess sufficient inventory of TELCYTA and TELINTRA that are stored in multiple locations and
an additional, substantial quantity of the active ingredient in TELCYTA, if these inventories are lost or damaged, the clinical development of our product candidates or their submission for regulatory approval could be delayed, and our ability to
deliver any products that we may develop on a timely basis could be impaired or precluded.

We are currently dependent on a single source
of supply of the active ingredient in TELCYTA, Organichem Corporation. While we have entered into an agreement with, and are working to qualify, an additional supplier, there is no certainty this will occur. We currently depend upon two sources for
the drug product manufacture of TELCYTA.

We currently depend upon two sources of supply for clinical quantities of the active ingredient
in TELINTRA. We depend upon a single source of supply for key excipients used in the manufacture of



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TELINTRA, Lipoid GmbH. While we are evaluating potential alternative sources of these materials, we have no such alternative sources that are immediately
available. We currently depend upon two sources for the drug product manufacture of TELINTRA.

If manufacturing is not performed in a
timely manner, if our suppliers fail to perform or if our relationships with our suppliers or manufacturers should terminate, our clinical trials and commercialization of TELCYTA and TELINTRA could be delayed. We may not be able to enter into or
maintain any necessary third-party manufacturing arrangements on acceptable terms, if at all. Our current dependence upon others for the manufacture of our product candidates and our anticipated dependence upon others for the manufacture of any
products that we may develop may adversely affect our future profit margins and our ability to commercialize any products that we may develop on a timely and competitive basis.

If we are unable to create sales, marketing and distribution capabilities or enter into agreements with third parties to perform these functions, we will not be able to commercialize any products that we may
develop.

We currently have no sales, marketing or distribution capabilities. In order to commercialize any products that we may
develop, we must internally develop sales, marketing and distribution capabilities or establish collaborations or other arrangements with third parties to perform these services. We intend to market some products that we may develop directly in
North America and rely on relationships with one or more pharmaceutical companies with established distribution systems and direct sales forces to market other products that we may develop and address other markets. We may not be able to establish
in-house sales and distribution capabilities or relationships with third parties. To the extent that we enter into co-promotion or other licensing arrangements, any product revenues are likely to be lower than if we directly marketed and sold any
products that we may develop, and any revenues we receive will depend upon the efforts of third parties, whose efforts may not be successful.

Budget
constraints may force us to delay our efforts to develop certain product candidates in favor of developing others, which may prevent us from commercializing all product candidates as quickly as possible.

Because we have limited resources, and because research and development is an expensive process, we must regularly assess the most efficient allocation of
our research and development budget. As a result, we may have to prioritize development candidates and may not be able to fully realize the value of some of our product candidates in a timely manner, as they will be delayed in reaching the market,
if at all.

If product liability lawsuits are successfully brought against us, we may incur substantial liabilities and may be required to limit
commercialization of our product candidates and any products that we may develop.

The testing and marketing of medical products entail
an inherent risk of product liability. Although we are not aware of any historical or anticipated product liability claims or specific causes for concern, if we cannot successfully defend ourselves against product liability claims, we may incur
substantial liabilities or be required to limit commercialization of our product candidates and any products that we may develop. In addition, product liability claims may also result in withdrawal of clinical trial volunteers, injury to our
reputation and decreased demand for any products that we may commercialize. We currently carry product liability insurance that covers our clinical trials up to a $10 million annual aggregate limit. We will need to increase the amount of coverage if
and when we have a product that is commercially available. If we are unable to obtain sufficient product liability insurance at an acceptable cost, potential product liability claims could prevent or inhibit the commercialization of any products
that we may develop, alone or with corporate collaborators.



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If we use biological and hazardous materials in a manner that causes injury, we may be liable for damages.

Our research and development activities involve the controlled use of potentially harmful biological materials, hazardous materials,
chemicals and various radioactive compounds, and are subject to federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. We cannot eliminate the risk of
accidental contamination or injury from the use, storage, handling or disposal of these materials. We currently have insurance applying to various types of biological and pollution exposures for a total amount of $350,000 in coverage. However, in
the event of contamination or injury, we could be held liable for damages that result from our use of hazardous materials, and any liability could significantly exceed our coverage and resources.

We have implemented anti-takeover provisions which could discourage or prevent a takeover, even if an acquisition would be beneficial to our stockholders and may
prevent attempts by our stockholders to replace or remove our current management.

Provisions of our amended and restated certificate of
incorporation and bylaws, as well as provisions of Delaware law, could make it more difficult for a third-party to acquire us, even if doing so would be beneficial to our stockholders. In addition, these provisions may frustrate or prevent any
attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our
management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. These provisions include:



| |  |  | establishing a classified board of directors requiring that members of the board be elected in different years, which lengthens the time needed to elect a new
majority of the board;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | authorizing the issuance of blank check preferred stock that could be issued by our board of directors to increase the number of outstanding shares or
change the balance of voting control and thwart a takeover attempt;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | prohibiting cumulative voting in the election of directors, which would otherwise allow for less than a majority of stockholders to elect director candidates;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limiting the ability of stockholders to call special meetings of the stockholders;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | prohibiting stockholder action by written consent and requiring all stockholder actions to be taken at a meeting of our stockholders; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establishing 90 to 120 day advance notice requirements for nominations for election to the board of directors and for proposing matters that can be acted upon by
stockholders at stockholder meetings.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We adopted a stockholder rights plan that may discourage, delay or prevent a merger or
acquisition that is beneficial to our stockholders.

In November 2001, our board of directors adopted a stockholder rights plan that may
have the effect of discouraging, delaying or preventing a merger or acquisition that is beneficial to our stockholders by diluting the ability of a potential acquiror to acquire us. Pursuant to the terms of our plan, when a person or group, except
under certain circumstances, acquires 20% or more of our outstanding common stock or 10 business days after commencement or announcement of a tender or exchange offer for 20% or more of our outstanding common stock (an Acquiring Person),
the rights (except those rights held by the person or group who has acquired or announced an offer to acquire 20% or more of our outstanding common stock) would generally become exercisable for shares of our common stock at a discount. In May 2006,
we amended the stockholder rights plan to exclude Eastbourne Capital Management, L.L.C. and certain related persons and entities, collectively Eastbourne, from the definition of Acquiring Person so long as neither Eastbourne nor its affiliates or
associates,



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either individually or in the aggregate, becomes the beneficial owner of 25% or more of the common stock then outstanding. On December 11, 2006, the
plan was further amended to increase this threshold to 30% with respect to Eastbourne. Because the potential acquirors rights would not become exercisable for our shares of common stock at a discount, the potential acquiror would suffer
substantial dilution and may lose its ability to acquire us. In addition, the existence of the plan itself may deter a potential acquiror from acquiring us. As a result, either by operation of the plan or by its potential deterrent effect, mergers
and acquisitions of us that our stockholders may consider in their best interests may not occur.

Substantial future sales of our common stock by us or
by our existing stockholders could cause our stock price to fall.

Additional equity financings or other share issuances by us,
including shares issued in connection with strategic alliances, could adversely affect the market price of our common stock. Sales by existing stockholders of a large number of shares of our common stock in the public market or the perception that
additional sales could occur could cause the market price of our common stock to drop. As of December 31, 2006, 52,381,319 shares of our common stock were outstanding, of which 52,043,662 shares were freely tradable and 337,657 shares were
transferable in accordance with certain volume, notice and manner of sale restrictions under Rule 144 of the Securities Act of 1933.

If we do not
progress in our programs as anticipated, our stock price could decrease.

For planning purposes, we estimate the timing of a variety of
clinical, regulatory and other milestones, such as when a certain product candidate will enter clinical development, when a clinical trial will be completed or when an application for regulatory approval will be filed. Some of our estimates are
included in this Annual Report on Form 10-K. Our estimates are based on present facts and a variety of assumptions. Many of the underlying assumptions are outside of our control. If milestones are not achieved when we estimated that they would be,
investors could be disappointed, and our stock price may decrease.

Our stock price may be volatile, you may not be able to resell your shares at or
above your purchase price, and we may be subject to securities class action lawsuits.

Our stock prices and the market prices for
securities of biotechnology companies in general have been highly volatile, with recent significant price and volume fluctuations, and may continue to be highly volatile in the future. For example, our announcement that the preliminary top-line
results of our first three Phase 3 trials did not meet primary end-points caused our stock price to drop by 71% in one day. During the twelve months ended December 31, 2006, our common stock traded between $4.32 and $22.70. You may not be able
to sell your shares quickly or at the market price if trading in our stock is not active or the volume is low. In the past, securities class action litigation has often been brought against a company following a decline in the market price of its
securities. Because of the drop in our stock price, we may be the target of similar litigation. Securities litigation could result in substantial costs and divert managements attention and resources, and could seriously harm our business. The
following factors, in addition to other risk factors described in this section, may have a significant impact on the market price of our common stock, some of which are beyond our control:



| |  |  | developments regarding, or the results of, our clinical trials;
| | - |  | ---------------------------------------------------------------



| |  |  | announcements of technological innovations or new commercial products by our competitors or us;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | developments concerning proprietary rights, including patents;
| | - |  | --------------------------------------------------------------



| |  |  | developments concerning our collaborations; publicity regarding actual or potential medical results relating to products under development by our competitors or us;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | regulatory developments in the United States and foreign countries;
| | - |  | -------------------------------------------------------------------



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| |  |  | litigation;
| | - |  | -----------



| |  |  | economic and other external factors or other disaster or crisis; or
| | - |  | -------------------------------------------------------------------



| |  |  | period-to-period fluctuations in our financial results.
| | - |  | -------------------------------------------------------

We are required to recognize expense for stock based compensation related to employee stock options and employee stock purchases and there is no assurance that the expense we are required to recognize measures accurately the value of our
share-based payment awards, and the recognition of this expense could cause the trading price of our common stock to decline.

On
January 1, 2006, we adopted SFAS 123(R) which requires the measurement and recognition of compensation expense for all stock-based compensation based on estimated fair values. As a result, our operating results will contain a charge for
stock-based compensation related to employee stock options and employee stock purchases. The application of SFAS 123(R) requires the use of an option-pricing model to determine the fair value of share-based payment awards. This determination of fair
value is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual
and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because our employee stock
options have certain characteristics that are significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in managements opinion the existing valuation models may
not provide an accurate measure of the fair value of our employee stock options. Although the fair value of employee stock options is determined in accordance with SFAS 123(R) and SAB 107 using an option-pricing model, that value may not be
indicative of the fair value observed in a willing buyer/willing seller market transaction.

Our adoption of SFAS 123(R) has had a material
impact on our financial statements and results of operations and we expect that this will continue to be the case for future periods. We cannot predict the effect that this adverse impact on our reported operating results will have on the trading
price of our common stock.

Item 1B.    Unresolved Staff Comments.

None.

Item 2.    Properties.

Our facility consists of approximately 92,000 square feet of
research and office space located at 3165 Porter Drive in Palo Alto, California. The term of this lease is approximately 11.5 years, commencing in January 2003 and terminating in May 2014 with an option to extend the lease term for a period of five
years.

Item 3.    Legal Proceedings.

We are not currently involved in any material legal
proceedings.

Item 4.    Submission of Matters to a Vote of Security Holders.

No matters were
submitted to a vote of our stockholders during the fiscal quarter ended December 31, 2006.



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PART II

Item 5.    Market for Registrants Common Equity, and Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market for Our Common Stock

Our common stock trades on the Nasdaq Stock Market under the symbol
TELK. The following table sets forth the high and low sales prices (based on the daily closing prices) for our common stock for each quarterly period within the two most recent fiscal years, as reported on the Nasdaq Global Market.



|                                 |  |      |       |     |   |      
|-------------------------------- |  | ---- | ----- | --- | - | -----
|                                 |  | High |       | Low
|2006                             |  |      |       |     |   |      
|Quarter ended March 31, 2006     |  | $    | 22.38 |     | $ | 16.65
|Quarter ended June 30, 2006      |  | $    | 19.07 |     | $ | 14.64
|Quarter ended September 30, 2006 |  | $    | 17.88 |     | $ | 15.37
|Quarter ended December 31, 2006  |  | $    | 20.20 |     | $ | 4.39 
|                                 |  |     
|2005                             |  |      |       |     |   |      
|Quarter ended March 31, 2005     |  | $    | 19.76 |     | $ | 14.65
|Quarter ended June 30, 2005      |  | $    | 17.25 |     | $ | 13.40
|Quarter ended September 30, 2005 |  | $    | 17.48 |     | $ | 14.73
|Quarter ended December 31, 2005  |  | $    | 18.28 |     | $ | 14.60

As of February 23, 2007, there were 119 stockholders of record. We have never paid our
stockholders cash dividends, and we do not anticipate paying any cash dividends in the foreseeable future as we intend to retain any earnings for use in our business. Any future determination to pay dividends will be at the discretion of our board
of directors.



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Performance Graph

The following graph shows the total stockholder return of an investment of $100 in cash on December 31, 2001 for: (i) the Companys Common Stock; (ii) the Nasdaq U.S. Index; and (iii) the
Nasdaq Pharmaceutical Stocks Index. All values assume reinvestment of the full amount of all dividends and are calculated as of the last stock trading day of each year:

LOGO



|                                   |  |                  |     |                  |   |                  |  |                  |     |                  |   |                  |  |   |     |  |   |    
|---------------------------------- |  | ---------------- | --- | ---------------- | - | ---------------- |  | ---------------- | --- | ---------------- | - | ---------------- |  | - | --- |  | - | ---
|                                   |  | December 31,2001 |     | December 31,2002 |   | December 31,2003 |  | December 31,2004 |     | December 30,2005 |   | December 29,2006
|Telik, Inc.                        |  | $                | 100 |                  | $ | 86               |  | $                | 170 |                  | $ | 142              |  | $ | 126 |  | $ | 33 
|Nasdaq U.S. Index                  |  |                  | 100 |                  |   | 69               |  |                  | 103 |                  |   | 112              |  |   | 115 |  |   | 126
|Nasdaq Pharmaceutical Stocks Index |  |                  | 100 |                  |   | 65               |  |                  | 95  |                  |   | 101              |  |   | 111 |  |   | 109

Source: Nasdaq.com. The information under Performance Graph is not deemed to be soliciting
material or filed with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act of 1934, as amended and is not to be incorporated by reference in any filing
of Telik under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this 10-K and irrespective of any general incorporation language in those filings.



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Item 6.    Selected Financial Data.

The following selected historical information has
been derived from the audited financial statements of Telik. The financial information as of December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 are derived from audited financial statements
included elsewhere in this Annual Report on Form 10-K. The following Selected Financial Data should be read in conjunction with Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations and
Item 8. Financial Statements and Supplementary Data included elsewhere in this Annual Report on Form 10-K. The historical results are not necessarily indicative of the results of operations to be expected in the future.



|                                                                                  |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|--------------------------------------------------------------------------------- |  | ---------------------------------------- | -------- | - | ---- | - | -------- | ---- |  | - | -------- | - |  | ---- | -------- | - |  | - | -------- | -
|                                                                                  |  | Years Ended December 31,                 |         
|                                                                                  |  | 2006                                     |          |   | 2005 |   |          | 2004 |  |   | 2003     |   |  | 2002 |         
|                                                                                  |  | (In thousands, except per share amounts) |         
|Statement of Operations Data:                                                     |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Revenues:                                                                         |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Contract revenue from collaborations                                              |  | $                                        |         |   |      | $ | 19       |      |  | $ | 163      |   |  | $    | 436      |   |  | $ | 1,245    |  
|Other revenues                                                                    |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   | 42       |  
|                                                                                  |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Total revenues                                                                    |  |                                          |         |   |      |   | 19       |      |  |   | 163      |   |  |      | 436      |   |  |   | 1,287    |  
|                                                                                  |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Operating costs and expenses:                                                     |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Research and development                                                          |  |                                          | 71,522   |   |      |   | 71,345   |      |  |   | 61,868   |   |  |      | 42,311   |   |  |   | 30,549   |  
|General and administrative                                                        |  |                                          | 16,288   |   |      |   | 11,278   |      |  |   | 10,613   |   |  |      | 9,915    |   |  |   | 6,665    |  
|                                                                                  |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Total operating costs and expenses                                                |  |                                          | 87,810   |   |      |   | 82,623   |      |  |   | 72,481   |   |  |      | 52,226   |   |  |   | 37,214   |  
|                                                                                  |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Loss from operations                                                              |  |                                          | (87,810  | ) |      |   | (82,604  | )    |  |   | (72,318  | ) |  |      | (51,790  | ) |  |   | (35,927  | )
|Interest income, net                                                              |  |                                          | 8,186    |   |      |   | 7,062    |      |  |   | 2,501    |   |  |      | 1,148    |   |  |   | 1,145    |  
|                                                                                  |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Net loss                                                                          |  | $                                        | (79,624  | ) |      | $ | (75,542  | )    |  | $ | (69,817  | ) |  | $    | (50,642  | ) |  | $ | (34,782  | )
|                                                                                  |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Basic and diluted net loss per share                                              |  | $                                        | (1.52    | ) |      | $ | (1.47    | )    |  | $ | (1.60    | ) |  | $    | (1.38    | ) |  | $ | (1.17    | )
|                                                                                  |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Shares used to calculate basic and diluted net loss per share                     |  |                                          | 52,271   |   |      |   | 51,249   |      |  |   | 43,701   |   |  |      | 36,812   |   |  |   | 29,786   |  
|                                                                                  |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|                                                                                  | 
|                                                                                  |  | As of December 31,                       |         
|                                                                                  |  | 2006                                     |          |   | 2005 |   |          | 2004 |  |   | 2003     |   |  | 2002 |         
|                                                                                  |  | (In thousands)                           |         
|Balance Sheet Data:                                                               |  |                                          |          |   |      |   |          |      |  |   |          |   |  |      |          |   |  |   |          |  
|Cash, cash equivalents, investments and restricted Investments                    |  | $                                        | 141,665  |   |      | $ | 205,643  |      |  | $ | 138,647  |   |  | $    | 201,088  |   |  | $ | 104,282  |  
|Working capital                                                                   |  |                                          | 120,845  |   |      |   | 187,276  |      |  |   | 121,356  |   |  |      | 189,266  |   |  |   | 93,923   |  
|Total assets                                                                      |  |                                          | 149,214  |   |      |   | 213,346  |      |  |   | 146,133  |   |  |      | 208,307  |   |  |   | 108,973  |  
|Current portion of capital lease obligations and loans                            |  |                                          | 440      |   |      |   | 901      |      |  |   | 1,339    |   |  |      | 907      |   |  |   | 124      |  
|Non-current portion of capital lease obligations, loans and long-term liabilities |  |                                          |         |   |      |   | 145      |      |  |   | 1,029    |   |  |      | 1,493    |   |  |   | 303      |  
|Deferred stock compensation, net                                                  |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      | (93      | ) |  |   | (607     | )
|Accumulated deficit                                                               |  |                                          | (392,914 | ) |      |   | (313,290 | )    |  |   | (237,748 | ) |  |      | (167,931 | ) |  |   | (117,289 | )
|Total stockholders equity                                                        |  |                                          | 132,622  |   |      |   | 194,525  |      |  |   | 126,344  |   |  |      | 194,302  |   |  |   | 99,205   |  



30



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Item 7.    Managements Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Telik is engaged in the discovery, development and commercialization of small molecule drugs. We have incurred net
losses since inception and expect to incur substantial and increasing losses for the next several years as we expand our research and development activities and move our product candidates into later stages of development. As of December 31,
2006, we had an accumulated deficit of $392.9 million.

Our expenses have consisted primarily of those incurred for research and
development and general and administrative costs associated with our operations. The process of carrying out the development of our product candidates to later stages of development and our research programs may require significant additional
research and development expenditures, including for preclinical testing and clinical trials, as well as for manufacturing development efforts and obtaining regulatory approval. We outsource our clinical trials and our manufacturing development
activities to third parties to maximize efficiency and minimize our internal overhead. To date, we have funded our operations primarily through the sale of equity securities, including non-equity payments from collaborative partners.

We are subject to risks common to biopharmaceutical companies, including risks inherent in our research, development and commercialization efforts,
preclinical testing, clinical trials, uncertainty of regulatory and marketing approvals, enforcement of patent and proprietary rights, the need for future capital, potential competition, use of hazardous materials and retention of key employees. In
order for a product to be commercialized, it will be necessary for us to conduct preclinical tests and clinical trials, demonstrate efficacy and safety of our product candidates to the satisfaction of regulatory authorities, obtain marketing
approval, enter into manufacturing, distribution and marketing arrangements, obtain market acceptance and, in many cases, obtain adequate reimbursement from government and private insurers. We cannot provide assurance that we will generate revenues
or achieve and sustain profitability in the future.

We expect that our quarterly and annual results of operations will fluctuate for the
foreseeable future due to several factors, including the timing and extent of our research and development efforts and the outcome of our clinical trial activities. The successful development of our products is uncertain. As such, an accurate
prediction of future operating results is difficult or impossible.

Clinical Status

TELCYTA, our lead product candidate, is a small molecule tumor-activated cancer product candidate that we are evaluating initially to treat cancers that
are resistant to standard chemotherapy drugs. On December 26, 2006 we announced preliminary results from our first three randomized TELCYTA Phase 3 registration trials, known as the ASSIST trials. The following summarizes the preliminary
results of those trials:

ASSIST-1 is a 440 patient multinational, randomized Phase 3 trial designed to evaluate TELCYTA as compared to the
active control agents liposomal doxorubicin or topotecan in the third-line therapy of platinum resistant ovarian cancer. The ASSIST-1 trial did not achieve the primary endpoint of demonstrating a statistically significant improvement in overall
survival for TELCYTA as compared to the active controls. While the preliminary analysis revealed a number of internal inconsistencies that need to be further investigated, resolution of these inconsistencies may not change the preliminary results.

ASSIST-2 is a 520 patient multinational, randomized Phase 3 trial designed to evaluate TELCYTA as compared to gefitinib in the third-line
therapy of advanced non-small cell lung cancer. The ASSIST-2 trial did not achieve the primary endpoint of demonstrating a statistically significant improvement in overall survival for TELCYTA as compared to the active control.

ASSIST-3 is a 244 patient randomized Phase 3 trial conducted in the U.S. designed to demonstrate a statistically significant improvement in overall
objective response rate with the combination of TELCYTA plus carboplatin compared to liposomal doxorubicin in the second-line treatment of platinum resistant ovarian cancer.



31



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Under the trial protocol, patients were to have received treatment until tumor progression or unacceptable toxicity. However, a major discordance was
observed between the clinical review of the tumor scans and the independent radiology review. Approximately 25% of the patients were discontinued prematurely from the assigned study treatment as judged by the independent review of the scans.
Therefore, we believe the trial was compromised and may not be suitable for a regulatory submission.

Objective tumor responses were
observed on the investigational arms containing TELCYTA in all three trials based on the prospective central blinded independent radiology review. Preliminary analysis of the safety data from the ASSIST-1 and ASSIST-2 trials, in which TELCYTA was
administered as monotherapy, indicates that TELCYTA was generally well-tolerated. TELCYTA treatment was associated with mild to moderate nausea, vomiting and fatigue. Preliminary analysis of the safety data from the ASSIST-3 trial, combining TELCYTA
plus carboplatin, demonstrated toxicities expected of each drug alone and no unexpected or cumulative toxicities were reported. Further analyses of each of these trials is underway.

We also have a 244 patient, multinational randomized Phase 3 clinical trial, ASSIST-5, initiated in May 2006, evaluating TELCYTA in combination with
liposomal doxorubicin versus liposomal doxorubicin as second line therapy in platinum refractory or resistant ovarian cancer. Enrollment is ongoing in this trial

In addition, we have conducted two Phase 2 clinical trials of TELCYTA for the treatment of Stage IIIb or IV non-small cell lung cancer for patients who have not previously received chemotherapy. One clinical trial is
in combination with cisplatin, and the other clinical trial is in combination with carboplatin and paclitaxel. Platinum and taxane-based drug combinations are the current standard for the front-line chemotherapy of lung and ovarian cancer.

TELINTRA, our second product candidate, is a small molecule bone marrow stimulant we are developing for the treatment of blood disorders
associated with low blood cell levels, such as neutropenia or anemia. Myelodysplastic syndrome, or MDS, is a disease characterized by defects in the blood-producing cells of the bone marrow, in which low blood cell levels occur. A Phase 2 clinical
trial in patients with MDS was completed and we announced positive clinical data in December 2005 demonstrating clinically significant improvement in all blood cell lineages and across all major MDS subtypes. TELINTRA was well-tolerated in this
predominantly elderly patient population. In February 2006 we initiated a Phase 1-2a trial in MDS using a tablet formulation of TELINTRA. We also announced positive pre-clinical results for TELINTRA at the American Society of Hematology annual
meeting in December 2006.

TLK58747 a novel metabolically activated cytotoxic small molecule with activity not restricted to GST positive
cancers, was identified as a new product candidate in 2006. TLK58747 causes apoptosis and G2/M cell cycle arrest in a broad array of human cancer cell lines. It has shown significant anti-tumor activity in human breast, pancreatic and colon tumors
in vivo when administered either orally or by injection. We are conducting the required preclinical safety studies to support the potential filing of an IND, application with the FDA.

We discovered all of our product candidates using our proprietary technology, Target-Related Affinity Profiling, or TRAP, which enables the rapid and
efficient discovery of small molecule product candidates. We expect to enter into collaborative arrangements with third parties for clinical trials, development, manufacturing, regulatory approvals or commercialization of some of our products,
particularly outside North America, or in disease areas requiring larger and longer clinical trials than cancer.

Restructuring Program

In February 2007, we implemented a restructuring plan that focused our priorities on the ASSIST-5 trial and the Phase 1-2a trial of the
TELINTRA tablet formulation and selected research and development programs. To match these priorities, we reduced our workforce by 38 positions and along with other cost cutting measures we expect a decrease of approximately $16 million in operating
expenses for the year 2007 as compared with the



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year ended December 31, 2006. As a result of the restructuring plan, we expect to record a one-time restructuring charge of approximately $1.6 million
for severance costs and other charges in the quarter ending March 31, 2007. The majority of the severance payments will be paid in cash in the same period and we expect to complete the restructuring plan by the end of the first quarter of
fiscal year 2007. We will continue to investigate alternative opportunities for the advancement of our product development programs, including collaborations with pharmaceutical and larger biotechnology companies.

Critical Accounting Policies and Significant Judgments and Estimates

Our managements discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting
principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported revenues and expenses during the reporting periods. On an on-going basis, we evaluate our estimates and judgments related to revenue recognition and clinical development costs. We base our estimates on historical
experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other
sources. Actual results may differ significantly from these estimates under different assumptions or conditions.

While our significant
accounting policies are more fully described in Note 1 to our financial statements appearing at the end of this Annual Report, we believe the following accounting policies are critical to the process of making significant judgments and
estimates in the preparation of our financial statements.

Stock-based compensation expense

We grant stock options to our employees, outside directors and consultants and provide employees the right to purchase our stock pursuant to stockholder
approved stock option and employee stock purchase plans. The benefits provided under these plans are share-based payment awards subject to the provisions of revised Statement of Financial Accounting Standards No. 123, Share-Based
Payment (SFAS 123 (R)). Effective January 1, 2006, we adopted SFAS 123(R) and use the fair value method to account for share-based payment awards following the modified prospective method of adoption which provides for certain
changes to the method for valuing stock-based compensation. The valuation provisions of SFAS 123(R) apply to new awards and to awards that are outstanding on the effective date and subsequently modified or cancelled. Under the modified prospective
method of adoption, prior periods are not revised for comparative purposes. Total compensation cost for our share-based payment awards recognized in 2006 was $14.6 million. Because we adopted SFAS 123(R) on January 1, 2006, there was no
stock-based compensation expense related to employee stock options and employee stock purchases recognized in 2005 and 2004. As of December 31, 2006, $16.0 million of total unrecognized compensation costs related to non-vested awards is
expected to be recognized over a weighted average period of 2.62 years.

We were required to make significant estimates related to the
adoption of SFAS 123(R). Our expected stock-price volatility assumption is based on historical volatilities of the underlying stock which is obtained from public data sources. For stock option grants issued during the year ended December 31,
2006, we used a weighted-average expected stock-price volatility of 65.3%. The expected term of options granted is based on the simplified method in accordance with the SECs Staff Accounting Bulletin No. 107 (SAB 107) as our
historical share option exercise experience does not provide a reasonable basis for estimation. As such, we used a weighted-average expected option life assumption of 6.08 years.

If factors change and we develop different assumptions in the application of SFAS 123(R) in future periods, the compensation expense that we record under
SFAS 123(R) may differ significantly from what we have recorded in the current period.



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##### Table of Contents

Research and development expenses

Our research and development expenses include salaries and benefits costs, fees for contractors, consultants and third-party contract research
organizations and an allocation of facility and administrative costs. Research and development expenses consist of costs incurred for drug and product development, manufacturing, clinical activities, discovery research, screening and identification
of product candidates, and preclinical studies. All such costs are charged to research and development expenses as incurred.

Clinical
development costs are a significant component of research and development expenses. We have a history of contracting with third parties that perform various clinical trial activities on our behalf in the on-going development of our product
candidates. The financial terms of these contracts are subject to negotiation and may vary from contract to contract and may result in uneven payment flows. We accrue and expense costs for clinical trial activities performed by third parties based
upon estimates of the percentage of work completed over the life of the individual study in accordance with agreements established with contract research organizations and clinical trial sites. We determine our estimates through discussion with
internal clinical personnel and outside service providers as to progress or stage of completion of trials or services and the agreed upon fee to be paid for such services. These estimates may or may not match the actual services performed by the
organizations as determined by patient enrollment levels and related activities. We monitor patient enrollment levels and related activities to the extent possible; however, if we underestimate activity levels associated with various studies at a
given point in time, we could record significant research and development expenses in future periods.

Results of operations

Revenues



|                                     |  |                                    |   |                       |   |      |  |           |     |  |           |    |  |     |   
|------------------------------------ |  | ---------------------------------- | - | --------------------- | - | ---- |  | --------- | --- |  | --------- | -- |  | --- | --
|                                     |  | Years Ended December 31,           |   | Annual Percent Change |  
|                                     |  | 2006                               |   | 2005                  |   | 2004 |  | 2006/2005 |     |  | 2005/2004 |   
|                                     |  | (in thousands, except percentages) |  
|Contract revenue from collaborations |  | $                                  |  |                       | $ | 19   |  | $         | 163 |  | (100      | )% |  | (88 | )%

We have no collaborative research agreements in 2006 while revenues in 2005 and 2004 resulted from
our collaborative agreement with Roche. As a result of the completion of our Roche compound identification revenue amortization in March 2005, we reported an 88% decrease or $144,000 reduction in revenue in 2005 compared to 2004.

We currently do not expect to record any revenue in the next twelve months. Future revenues will depend upon the extent to which we enter into new
collaborative research agreements and the amounts of payments relating to such agreements.

Research and development expenses

Research and development expenses for the years ended December 31, 2006, 2005 and 2004 were $71.5 million, $71.3 million and $61.9
million. Our research and development activities consist primarily of drug development, clinical supply manufacturing, clinical activities, discovery research, screening and identification of product candidates and preclinical studies. We group
these activities into two major categories: research and preclinical and clinical development.



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##### Table of Contents

The costs associated with research and preclinical and clinical development activities approximate the
following:



|                               |  |                                    |        |                       |   |        |  |           |        |  |           |    |  |    |  
|------------------------------ |  | ---------------------------------- | ------ | --------------------- | - | ------ |  | --------- | ------ |  | --------- | -- |  | -- | -
|                               |  | Years Ended December 31,           |        | Annual Percent Change |  
|                               |  | 2006                               |        | 2005                  |   | 2004   |  | 2006/2005 |        |  | 2005/2004 |   
|                               |  | (in thousands, except percentages) |       
|Research and preclinical       |  | $                                  | 21,206 |                       | $ | 17,502 |  | $         | 16,315 |  | 21        | %  |  | 7  | %
|Clinical development           |  |                                    | 50,316 |                       |   | 53,843 |  |           | 45,553 |  | (7        | )% |  | 18 | %
|                               |  |                                    |        |                       |   |        |  |           |        |  |           |    |  |    |  
|Total research and development |  | $                                  | 71,522 |                       | $ | 71,345 |  | $         | 61,868 |  | 0         | %  |  | 15 | %
|                               |  |                                    |        |                       |   |        |  |           |        |  |           |    |  |    |  

Research and development expenses for the year ended December 31, 2006 increased by $177,000
compared to the same period in 2005 primarily due to the following:



| |  |  | Clinical trial expenses
| | - |  | -----------------------



| |  |  | approximately $4.1 million associated with our ASSIST-3 clinical trial and initial start-up costs related to our ASSIST-5 clinical trial;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | offset by decreased costs associated with our Phase 3 clinical trials in ovarian cancer and non-small cell lung cancer of approximately $11.8 million following the completion of
patient enrollment in our ASSIST-1 and ASSIST-2 clinical trials; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | corresponding decreased costs in our clinical drug supply manufacturing cost of approximately $2.4 million.
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | Other expenses
| | - |  | --------------



| |  |  | approximately $1.2 million associated with headcount growth and increased expenses to support clinical activities; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | stock-based compensation expense of approximately $9.2 million
| | - |  | --------------------------------------------------------------

The increase of 15%, or $9.5 million, in research and development expenses for the year ended December 31, 2005 compared to the same period in 2004 was principally due to the increased costs for the following:



| |  |  | Clinical trial expenses
| | - |  | -----------------------



| |  |  | costs associated with our Phase 3 clinical trials of approximately $2.8 million due to the initiation of our ASSIST-3 clinical trial partially offset by a decrease in costs
associated with our ASSIST-1 clinical trial due to the completion of patient enrollment at the end of 2004.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Other expenses
| | - |  | --------------



| |  |  | approximately $6.1 million associated with headcount growth and increased expenses to support clinical activities.
| | - |  | ------------------------------------------------------------------------------------------------------------------

We expect total research and development expenditures to decrease in the next twelve months as we focus on the TELCYTA ASSIST-5 clinical trial and the
Phase 1-2a clinical trial of the TELINTRA tablet formulation resulting in decreased manufacturing and clinical development costs. The timing and the amount of these expenditures will depend upon the results of the on-going analyses of the completed
TELCYTA Phase 3 trials which may result in potential changes to the ASSIST-5 trial, and the progress of the TELINTRA tablet formulation Phase 1-2a clinical trial.

The following table summarizes our principal product development initiatives, including the related stages of development for each product in development and the research and development expenses recognized in
connection with each product. The information in the column labeled Estimated or Actual Completion of



35



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##### Table of Contents

Enrollment is our current estimate of the timing of completion of enrollment. The actual timing of completion of enrollment could differ materially
from the estimates provided in the table. For a discussion of the risks and uncertainties associated with the timing of completing a product development phase, see the risk factors All of our product candidates are in research and development.
If clinical trials of TELCYTA and TELINTRA are delayed or unsuccessful or if we are unable to complete the preclinical development of our other preclinical product candidates, our business may suffer, If we do not obtain regulatory
approval to market products in the United States and foreign countries, we or our collaborators will not be permitted to commercialize our product candidates, As our product programs advance, we may need to hire additional scientific and
management personnel. Our research and development efforts will be seriously jeopardized if we are unable to attract and retain key personnel, and If we are unable to enter into or maintain existing contracts with third parties to
manufacture our product candidates or any products that we may develop in sufficient quantities and at an acceptable cost, clinical development of product candidates could be delayed and we may be unable to meet demand for any products that we may
develop and lose potential revenue sections of Risk Factors below.



|          |  |                                         |  |                     |  |                                            |  |                                               |        |  |   |        |  |   |       
|--------- |  | --------------------------------------- |  | ------------------- |  | ------------------------------------------ |  | --------------------------------------------- | ------ |  | - | ------ |  | - | ------
|Product   |  | Description                             |  | Phase ofDevelopment |  | Estimated or ActualCompletion ofEnrollment |  | Related R&D Expenses Years ended December 31,
|          |  |                                         |  | 2006                |  | 2005                                       |  | 2004                                         
|          |  |                                         |  |                     |  |                                            |  | (in thousands)                               
|TELCYTA   |  |                                         |  |                     |  |                                            |  | $                                             | 48,922 |  | $ | 51,432 |  | $ | 44,109
|          |  | Ovarian ASSIST-1                        |  | Phase 3             |  | 2005                                       |  |                                               |        |  |   |        |  |   |       
|          |  | Non-small cell lung ASSIST-2            |  | Phase 3             |  | 2005                                       |  |                                               |        |  |   |        |  |   |       
|          |  | Ovarian, 2ndline ASSIST-3               |  | Phase 3             |  | 2006                                       |  |                                               |        |  |   |        |  |   |       
|          |  | Ovarian, 2ndline ASSIST-5               |  | Phase 3             |  | 2008                                       |  |                                               |        |  |   |        |  |   |       
|          |  | Combination (with other drugs)          |  | Phase 2             |  | 2005                                       |  |                                               |        |  |   |        |  |   |       
|          |  | Ovarian                                 |  | Phase 2             |  | 2004                                       |  |                                               |        |  |   |        |  |   |       
|          |  | Lung                                    |  | Phase 2             |  | 2004                                       |  |                                               |        |  |   |        |  |   |       
|          |  | Breast                                  |  | Phase 2             |  | 2004                                       |  |                                               |        |  |   |        |  |   |       
|          |  |                                         |  |                     |  |                                           
|TELINTRA  |  |                                         |  |                     |  |                                            |  |                                               | 4,828  |  |   | 4,196  |  |   | 3,654 
|          |  | MDS  Oral formulation                  |  | Phase 1-2           |  | 2005                                       |  |                                               |        |  |   |        |  |   |       
|          |  | MDS  Tablets                           |  | Phase 1-2a          |  | 2007                                       |  |                                               |        |  |   |        |  |   |       
|Other (1) |  |                                         |  |                     |  |                                            |  |                                               | 17,772 |  |   | 15,717 |  |   | 14,105
|          |  |                                         |  |                     |  |                                            |  |                                               |        |  |   |        |  |   |       
|          |  | Total research and development expenses |  |                     |  |                                            |  | $                                             | 71,522 |  | $ | 71,345 |  | $ | 61,868
|          |  |                                         |  |                     |  |                                            |  |                                               |        |  |   |        |  |   |       

---

|(1) |  | Other constitutes research and development activities performed by our Chemistry, Biology, preclinical and Quality Assurance departments as these costs cannot be
allocated to any individual project.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The largest component of our total operating expenses is our on-going investments in
our research and development activities and, in particular, the clinical development of our product candidate pipeline. The process of conducting the clinical research necessary to obtain FDA approval is costly and time consuming. Current FDA
requirements for a new human drug to be marketed in the United States include:



| |  |  | the successful conclusion of preclinical laboratory and animal tests, if appropriate, to gain preliminary information on the products safety;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | filing with the FDA of an IND, to conduct initial human clinical trials for drug candidates;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | the successful completion of adequate and well-controlled human clinical trials to establish the safety and efficacy of the product; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | filing by company and acceptance and approval by the FDA of a New Drug Application, or NDA, for a product candidate to allow commercial distribution of the drug.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



36



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##### Table of Contents

In view of the factors mentioned above, we consider the active management and development of our clinical
pipeline to be crucial to our long-term success. The actual probability of success for each candidate and clinical program may be impacted by a variety of factors, including, among others, the quality of the candidate, the validity of the target and
disease indication, early clinical data, investment in the program, competition, manufacturing capability and commercial viability. Due to these and other factors, it is difficult to give accurate guidance on the anticipated proportion of our
research and development investments or the future cash inflows from these programs.

General and administrative expenses



|                           |  |                                    |        |                       |   |        |  |           |        |  |           |   |  |   |  
|-------------------------- |  | ---------------------------------- | ------ | --------------------- | - | ------ |  | --------- | ------ |  | --------- | - |  | - | -
|                           |  | Years Ended December 31,           |        | Annual Percent Change |  
|                           |  | 2006                               |        | 2005                  |   | 2004   |  | 2006/2005 |        |  | 2005/2004 |  
|                           |  | (in thousands, except percentages) |       
|General and administrative |  | $                                  | 16,288 |                       | $ | 11,278 |  | $         | 10,613 |  | 44        | % |  | 6 | %

The increase of 44%, or $5.0 million in 2006 compared to the same period in 2005 was primarily due
to stock-based compensation expense of $5.3 million.

The increase of 6%, or $665,000, in general and administrative expenses in 2005
compared to 2004 was primarily due to increased expenses necessary to manage the growth of our operations including insurance and legal fees.

We expect future general and administrative expenses to increase by approximately 10 percent to account for management bonuses, higher stock-based compensation expense and legal fees associated with potential corporate partnerships. There
were no bonuses paid to management in 2006.

Interest income and interest expense



|                 |  |                                    |       |                       |   |       |  |           |       |  |           |    |  |     |   
|---------------- |  | ---------------------------------- | ----- | --------------------- | - | ----- |  | --------- | ----- |  | --------- | -- |  | --- | --
|                 |  | Years Ended December 31,           |       | Annual Percent Change |  
|                 |  | 2006                               |       | 2005                  |   | 2004  |  | 2006/2005 |       |  | 2005/2004 |   
|                 |  | (in thousands, except percentages) |      
|Interest Income  |  | $                                  | 8,243 |                       | $ | 7,193 |  | $         | 2,702 |  | 15        | %  |  | 166 | % 
|Interest Expense |  | $                                  | 57    |                       | $ | 131   |  | $         | 201   |  | (56       | )% |  | (35 | )%

Interest income of $8.2 million, $7.2 million and $2.7 million for the years ended
December 31, 2006, 2005 and 2004 resulted primarily from earnings on investments. The increase in 2006 was due to higher average interest rates in 2006. The increase in 2005 was due to higher average interest rates in 2005 and higher principal
balances of our investments as a result of $142.2 million in net proceeds obtained from our follow-on public offering of common stock in February 2005

Interest expense was $57,000, $131,000 and $201,000 for the years ended December 31, 2006, 2005 and 2004. The decreases in interest expense in 2006 and 2005 were due to decreasing outstanding principal balance as
a result of payments on our lease and loan obligations and no new borrowings. We expect interest expenditures to continue to decrease in the future as we pay down our lease and loan obligations.



37



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##### Table of Contents

Liquidity and capital resources



|                                                              |  |                              |         |   |      |   |          |      |  |   |         |  
|------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | -------- | ---- |  | - | ------- | -
|                                                              |  | 2006                         |         |   | 2005 |   |          | 2004 | 
|                                                              |  | (In millions, except ratios) |        
|December 31:                                                  |  |                              |         |   |      |   |          |      |  |   |         |  
|Cash, cash equivalents, investments and restricted cash       |  | $                            | 141.7   |   |      | $ | 205.6    |      |  | $ | 138.6   |  
|Working capital                                               |  | $                            | 120.8   |   |      | $ | 187.3    |      |  | $ | 121.4   |  
|Current ratio                                                 |  |                              | 8.3 : 1 |   |      |   | 11.0 : 1 |      |  |   | 7.9 : 1 |  
|                                                              |  |                              |        
|Year ended December 31:                                       |  |                              |         |   |      |   |          |      |  |   |         |  
|Cash provided by (used in):                                   |  |                              |         |   |      |   |          |      |  |   |         |  
|Operating activities                                          |  | $                            | (65.2   | ) |      | $ | (74.1    | )    |  | $ | (62.7   | )
|Investing activities                                          |  | $                            | 13.1    |   |      | $ | 3.3      |      |  | $ | 40.3    |  
|Financing activities                                          |  | $                            | 2.0     |   |      | $ | 142.5    |      |  | $ | 1.8     |  
|Capital expenditures (included in investing activities above) |  | $                            | (1.0    | ) |      | $ | (1.3     | )    |  | $ | (1.3    | )

Sources and Uses of Cash.    Due to the significant research and
development expenditures and the lack of any approved products to generate revenue, we have not been profitable and have generated operating losses since we incorporated in 1988. As such, we have funded our research and development operations
through sales of equity, collaborative arrangements with corporate partners, interest earned on investments and equipment lease financings. At December 31, 2006, we had available cash, cash equivalents, investments and restricted investments of
$141.7 million. Our cash and investment balances are held in a variety of interest- bearing instruments including obligations of U.S. government agencies, high-grade corporate and municipal bonds, commercial paper and money market accounts. Cash in
excess of immediate requirements is invested with regard to liquidity and capital preservation. Wherever possible, we seek to minimize the potential effects of concentration and degrees of risk.

Cash Flows from Operating Activities.    Cash used in operations for 2006 was $65.2 million compared with $74.1 million in
2005 and $62.7 million in 2004. Net loss of $79.6 million in 2006 included non-cash charges of $14.6 million for stock-based compensation and $1.6 million for depreciation and amortization. Cash used in operations was further impacted by a decrease
of $1.2 million in accrued clinical trials expenses, primarily due to our Phase 3 clinical trials and a $2.6 million decrease in accrued compensation expense primarily due to bonus payouts. Cash outflows were offset by an increase of $1.2 million in
accrued liabilities related mainly to manufacturing expenses and $1.1 million in accounts payable. Cash used in operations in 2005 resulted from a net loss of $75.5 million which included non-cash charges of $1.6 million for depreciation and
amortization. Cash used in operations in 2005 was further impacted by an approximately $3.4 million decrease in accounts payable primarily due to payment of clinical development activities and $2 million repayments to our landlord for leasehold
improvements which were financed by them. Cash outflows in 2005 were offset by increases of $3.3 million in accrued clinical trial expenses related primarily to our Phase 3 clinical trials. Cash used in operations in 2004 resulted from a net loss of
$69.8 million which included non-cash charges of $1.4 million for depreciation and amortization, $93,000 for the amortization of deferred stock compensation and $197,000 related to non-cash stock based compensation to non employees. Cash used in
operations in 2004 was offset by $2.1 million in accounts payable and $3.7 million in accrued liabilities primarily due to expenses related to our Phase 3 clinical trials in ovarian and non-small cell lung cancers.

Cash Flows from Investing Activities.    Cash provided by investing activities for 2006 was $13.1 million compared to $3.3
million in 2005 and $40.3 million in 2004. Cash provided in 2006 was primarily from $50.4 million in sales and maturities of investments offset by $36.3 million in purchases of available-for-sale investments. Capital expenditures in 2006 were
$996,000 primarily for laboratory equipment, computer equipment and software purchases. Cash was provided in 2005 by $147.2 million from sales and maturities of investments, partially offset by $142.5 million in purchases of investment securities.
Capital expenditures for 2005 were $1.3 million primarily related to the implementation of an Enterprise Resource Planning system and



38



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##### Table of Contents

purchase of computer and laboratory equipment. Cash was provided in 2004 by $175.9 million from sales and maturities of investments offset by $134.4 million
in purchases of investment securities. Capital expenditures for 2004 were $1.3 million primarily for laboratory and computer equipment purchases

Cash Flows from Financing Activities.    Cash provided by financing activities for 2006 was approximately $2.0 million compared with $142.5 million in 2005 and $1.8 million in 2004. Financing activities for 2006
were comprised primarily of $2.9 million in proceeds from stock option exercises and our employee stock purchase plan, partially offset by $927,000 in payments under capital leases and equipment loans. Financing activities for 2005 included
approximately $142.2 million in net proceeds from our follow-on public offering of common stock completed in February and $1.6 million from stock option exercises and stock issuances under our employee stock plans offset by $1.3 million in pay down
of capital leases and equipment loans. Cash provided in 2004 from financing activities of $1.8 million was primarily from our stock option exercises and stock purchase plan.

Working Capital.    Working capital decreased to $120.8 million at December 31, 2006 from $187.3 million at
December 31, 2005. The decrease in working capital was primarily due to our use of cash in operations due to the expansion of our TELCYTA development program, reclassification to non-current assets of certain long-term investments and costs
associated with headcount growth.

In February 2005, we completed a follow-on public offering of 8,050,000 shares of common stock,
including shares issued in connection with the underwriters exercise of their over-allotment option, at a price of $18.75 per share, raising net proceeds of approximately $142.2 million after deducting underwriters discounts and
commissions and related offering expenses.

Due to the re-focus of our research and development strategy to mainly on the ASSIST-5 clinical
trial and the Phase 1-2a clinical trial of TELINTRA tablets, we believe our existing cash resources will be sufficient to satisfy our current operating plan until the end of 2008. We expect our on-going clinical development activities and in
particular our Phase 3 ASSIST-5 clinical trial to consume a large portion of our existing cash resources. Changes in our research and development plans or other changes affecting our operating expenses may affect actual future consumption of
existing cash resources as well. In any event, we will require substantial additional financing to fund our operations in the future. We may seek to raise any necessary additional funds through equity or debt financings, collaborative arrangements
with corporate partners or other sources. To the extent that we raise additional capital by issuing equity securities, our stockholders may experience dilution. Debt financing may subject us to restrictive covenants that may adversely affect our
operations. To the extent that we raise additional capital through licensing arrangements or arrangements with collaborative partners, we may be required to relinquish, on terms that are not favorable to us, rights to some of our technologies or
product candidates that we would otherwise seek to develop or commercialize ourselves. Our future capital uses and requirements depend on numerous factors, including the following:



| |  |  | the progress and success of preclinical studies and clinical trials of our product candidates;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | the progress and number of research programs in development;
| | - |  | ------------------------------------------------------------



| |  |  | the costs associated with conducting Phase 3 clinical trials;
| | - |  | -------------------------------------------------------------



| |  |  | the costs and timing of obtaining regulatory approvals;
| | - |  | -------------------------------------------------------



| |  |  | our ability to establish, and the scope of, any new collaborations;
| | - |  | -------------------------------------------------------------------



| |  |  | our ability to meet the milestones identified in our collaborative agreements that trigger payments;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | the costs and timing of obtaining, enforcing and defending our patent and intellectual property rights;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | competing technological and market developments; and
| | - |  | ----------------------------------------------------



| |  |  | the timing and scope of commercialization expenses for our product candidates as they approach regulatory approval.
| | - |  | -------------------------------------------------------------------------------------------------------------------



39



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##### Table of Contents

We currently have no commitments for any additional financings. If we need to raise additional money to
fund our operations, funding may not be available to us on acceptable terms, or at all. If we are unable to raise additional funds when needed, we may not be able to market our products as planned or continue development of our products, or we could
be required to delay, scale back or eliminate some or all of our research and development programs.

Our future contractual obligations at
December 31, 2006 are as follows:



|                                   |  |                |        |      |   |           |  |           |       |            |   |       |  |   |      
|---------------------------------- |  | -------------- | ------ | ---- | - | --------- |  | --------- | ----- | ---------- | - | ----- |  | - | -----
|                                   |  | Total          |        | 2007 |   | 2008-2009 |  | 2010-2011 |       | After 2011
|                                   |  | (In thousands)
|Capital lease obligations          |  | $              | 307    |      | $ | 307       |  | $         |      |            | $ |      |  | $ |     
|Equipment loans                    |  |                | 202    |      |   | 202       |  |           |      |            |   |      |  |   |     
|Operating leases                   |  |                | 27,007 |      |   | 3,417     |  |           | 7,084 |            |   | 7,504 |  |   | 9,002
|                                   |  |                |        |      |   |           |  |           |       |            |   |       |  |   |      
|Total contractual cash obligations |  | $              | 27,516 |      | $ | 3,926     |  | $         | 7,084 |            | $ | 7,504 |  | $ | 9,002
|                                   |  |                |        |      |   |           |  |           |       |            |   |       |  |   |      

We have a contractual obligation under the terms of our manufacturing supply agreement with
Organichem Corporation, wherein we are obligated to purchase a significant percentage of our United States requirements for the active ingredient in TELCYTA for a number of years. In addition, we are obligated to forecast our purchases, if any, of
the active ingredient several quarters in advance and purchase the forecasted amount. On the basis of our current forecasts, we have no financial obligation to Organichem. Pricing of purchases under this agreement is subject to renegotiation after a
defined time period.

Recent Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertain Tax Provisions, an Interpretation of SFAS Statement 109 (FIN 48). FIN 48 clarifies the accounting for
uncertain tax positions as described in SFAS No. 109, Accounting for Income Taxes, and requires a company to recognize, in its financial statements, the impact of a tax position only if that position is more likely than
not of being sustained on an audit basis solely on the technical merit of the position. In addition, FIN 48 requires qualitative and quantitative disclosures including a discussion of reasonably possible changes that might occur in the
recognized tax benefits over the next twelve months as well as a roll-forward of all unrecognized tax benefits. FIN 48 is effective for fiscal years beginning after December 15, 2006. We are in the process of determining the effect, if any, the
adoption of FIN 48 will have on our financial statements.



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##### Table of Contents

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

The
following discussion about our market risk exposure involves forward-looking statements. We are exposed to market risk related mainly to changes in interest rates and we believe our exposure to market risk is immaterial. We do not use or hold
derivative financial instruments.

Our investment policy is to manage our marketable securities portfolio to preserve principal and
liquidity while maximizing the return on the investment portfolio. To minimize the exposure due to adverse shifts in interest rates we maintain investments of shorter maturities. Our marketable securities portfolio is primarily invested in corporate
debt securities and commercial papers with an average maturity of under one year and a minimum investment grade rating of A or A-1 or better to minimize credit risk. Although changes in interest rates may affect the fair value of the marketable
securities portfolio and cause unrealized gains or losses, such gains or losses would not be realized unless the investments were sold prior to maturity. Through our money managers, we maintain risk management control systems to monitor interest
rate risk. The risk management control systems use analytical techniques, including sensitivity analysis. We have operated primarily in the United States and all funding activities with our collaborators to date have been made in U.S. dollars.
Accordingly, we do not have any exposure to foreign currency rate fluctuations.

The table below presents the principal amounts and
weighted-average interest rates by year of stated maturity for our investment portfolio:



|                              |  |                                    |         |   |      |   |       |                |  |   |        |   |  |                               |         |   |  |   |        
|----------------------------- |  | ---------------------------------- | ------- | - | ---- | - | ----- | -------------- |  | - | ------ | - |  | ----------------------------- | ------- | - |  | - | -------
|                              |  | 2007                               |         |   | 2008 |   |       | 2009 andBeyond |  |   | Total  |   |  | Fair Value atDecember 31,2006
|                              |  | (In thousands, except percentages)
|Available-for-sale securities |  | $                                  | 109,182 |   |      | $ | 5,498 |                |  | $ | 14,500 |   |  | $                             | 129,180 |   |  | $ | 129,126
|Average interest rate         |  |                                    | 5.19    | % |      |   | 5.08  | %              |  |   | 5.45   | % |  |                               | 5.21    | % |  |   |        

Item 8.    Financial Statements and Supplementary Data.

All information required by
this item is included on pages 52 to 70 in Item 15 of Part IV of this Annual Report on Form 10-K and is incorporated into this item by reference.



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##### Table of Contents

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Based on their evaluation as of December 31, 2006, our chief executive officer and chief financial officer have concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective.

Managements Report on Internal Control over Financial Reporting

Our management is responsible for establishing and
maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2006. In making this assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2006, our internal control over financial reporting was effective based on
these criteria.

Managements assessment of the effectiveness of our internal control over financial reporting as of December 31,
2006 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included below.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting
during the quarter ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive
Officer and Chief Financial Officer, does not expect that our procedures or our internal controls will prevent or detect all error and all fraud. An internal control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of our controls can provide absolute assurance that all control issues and instances of fraud, if any,
have been detected.



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##### Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Telik, Inc.

We have audited managements assessment, included in the accompanying Managements Report on Internal Control over Financial Reporting, that
Telik, Inc. maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). Telik, Inc.s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our
responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the companys internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, evaluating managements assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could
have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.

In our opinion, managements assessment that Telik, Inc. maintained effective internal control over
financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Telik, Inc. maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2006, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the balance sheets of Telik, Inc. as of December 31, 2006 and 2005, and the related statements of operations, stockholders equity, and cash flows for each of the three years in the period ended
December 31, 2006 of Telik, Inc. and our report dated February 23, 2007 expressed an unqualified opinion thereon.

/s/    Ernst & Young LLP

Palo Alto, California

February 23, 2007



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##### Table of Contents

Item 9B.    Other Information.

None.



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##### Table of Contents

PART III

Item 10.    Directors, Executive Officers and Corporate Governance.

Information
regarding directors and executive officers is incorporated by reference to the information set forth under the caption Directors and Executive Officers in our Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act
of 1934 for the Annual Meeting of Stockholders to be filed with the Commission by April 20, 2007.

We have adopted the Telik, Inc.
Code of Conduct, a code of ethics with which every person who works for us is expected to comply, including without limitation our principal executive officer, principal financial officer, principal accounting officer or controller or persons
performing similar functions. The Telik, Inc. Code of Conduct is filed as an exhibit to our Annual Report on Form 10-K for the period ended December 31, 2003 as filed on March 4, 2004, with the U.S. Securities and Exchange Commission,
or SEC, and is incorporated herein by reference. If we make any substantive amendments to the Telik, Inc. Code of Conduct or grant to any of our directors or executive officers any waiver including any implicit waiver, from a provision of the Telik,
Inc. Code of Conduct, we will disclose the nature of the waiver or amendment in a Current Report on Form 8-K.

Item 11.    Executive Compensation.

Information regarding executive compensation is
incorporated by reference to the information set forth under the caption Executive Compensation, Compensation Committee Interlocks and Insider Participation and Compensation Committee Report in our Proxy Statement
for the Annual Meeting of Stockholders to be filed with the Commission by April 20, 2007.



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##### Table of Contents

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Information regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the caption Security Ownership of Certain Beneficial Owners
and Management and Equity Compensation Plan Information in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the Commission by April 20, 2007.

Equity Compensation Plan Information

The following
table provides certain information with respect to all of the Companys equity compensation plans in effect as of December 31, 2006.

Equity Compensation Plan Information



|                                                           |  |                                                                                             |  |                                                                                 |       |                                                                                                                                           |           |    
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- | ----- | ----------------------------------------------------------------------------------------------------------------------------------------- | --------- | ---
|Plan Category                                              |  | (A) Number of Securitiesto be Issued UponExercise of OutstandingOptions, Warrantsand Rights |  | (B) Weighted-average Exercise Price
of Outstanding Options, Warrants and Rights |       | (C) Number of Securities Remaining
Availablefor Issuance Under Equity Compensation Plans (ExcludingSecurities Reflectedin Column (A)
(1)) |          
|Equity compensation plans approved by security holders     |  | 9,154,624                                                                                   |  | $                                                                               | 14.32 |                                                                                                                                           | 3,067,806 | (2)
|Equity compensation plans not approved by security holders |  |                                                                                            |  |                                                                                 | N/A   |                                                                                                                                           |          |    
|                                                           |  |                                                                                             |  |                                                                                 |       |                                                                                                                                           |           |    
|Total                                                      |  | 9,154,624                                                                                   |  | $                                                                               | 14.32 |                                                                                                                                           | 3,067,806 | (2)
|                                                           |  |                                                                                             |  |                                                                                 |       |                                                                                                                                           |           |    

---

|(1) |  | Each year on January 1, since January 1, 2001, the aggregate number of shares of common stock that may be issued pursuant to stock awards under the 2000 Equity Incentive
Plan is automatically increased by the lesser of 1,500,000 shares or 5% of the total number of shares of common stock outstanding on that date or such lesser amount as may be determined by our board of directors. In addition, the 2000 Employee Stock
Purchase Plan provides for the automatic increase on that date in the number of shares equal to the lesser of 150,000 shares or 1% of the outstanding shares on that date or such lesser amount as may be determined by the Board.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Includes 669,735 shares issuable under the 2000 Employee Stock Purchase Plan.
|--- |  | -----------------------------------------------------------------------------

Item 13.    Certain Relationships and Related Transactions, and Director Independence.

Information regarding certain relationships and related transactions is incorporated by reference to the information set forth under the caption Certain Transactions in our Proxy Statement for the Annual Meeting of Stockholders
to be filed with the Commission by April 20, 2007.

Item 14.    Principal Accountant Fees and Services.

Information regarding principal
accountant fees and services is incorporated by reference to the information set forth under the caption Proposal 2  Ratification of Selection of Independent Auditors in our Proxy Statement for the Annual Meeting of Stockholders to
be filed with the Commission by April 20, 2007.



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PART IV

Item 15.    Exhibits and Financial Statement Schedules.



| | (a) |  | The following documents are filed as part of this Annual Report:
| | --- |  | ----------------------------------------------------------------



| | 1. |  | Financial Statements.    Our financial statements and the Report of Independent Registered Public Accounting Firm, are included in Part IV of this Report
on the pages indicated:
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                        |  |     
|------------------------------------------------------- |  | ----
|                                                        |  | Page
|Report of Independent Registered Public Accounting Firm |  | 52  
|Balance Sheets                                          |  | 53  
|Statements of Operations                                |  | 54  
|Statement of Stockholders Equity                       |  | 55  
|Statements of Cash Flows                                |  | 56  
|Notes to Financial Statements                           |  | 57  



| | 2. |  | Financial Statement Schedules.    All schedules are omitted because they are not applicable or the required information is shown in the financial
statements or the notes thereto.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. |  | Exhibits:
| | -- |  | ---------



|              |  |                                                                                                                                                                                                                     
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                         
|              | 
|3.1           |  | Amended and Restated Certificate of Incorporation. (2)                                                                                                                                                              
|              | 
|3.2           |  | Amended and Restated Bylaws. (1)                                                                                                                                                                                    
|              | 
|4.1           |  | Specimen Common Stock Certificate. (1)                                                                                                                                                                              
|              | 
|4.2           |  | Amended and Restated Registration Rights Agreement, dated March 31,2000, between Telik and holders of Teliks Series B, Series E, Series F, Series G, Series H, Series I, Series J and
Series K preferred stock. (1)
|              | 
|4.3           |  | Rights Agreement dated November 2, 2001, by and between Telik and Wells Fargo Bank Minnesota, N.A., replaced by EquiServe Trust Company, N.A. as Rights Agent. (6)                                                  
|              | 
|4.4           |  | Registrants Certificate of Designation of Series A Junior Participating Preferred Stock. (6)                                                                                                                       
|              | 
|4.5           |  | Agreement, by and among Telik, Eastbourne Capital Management, L.L.C., Black Bear Offshore Master Fund, L.P., Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., and Richard J. Barry, dated
May 18, 2006. (10)    
|              | 
|4.6           |  | Amendment to Rights Agreement between Telik and Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., dated May 18, 2006. (12)                                                            
|              | 
|4.7           |  | Second Amendment to Rights Agreement between Telik and Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., dated December 11, 2006. (11)                                                
|              | 
|4.8           |  | Amended and Restated Standstill Agreement between Telik and Eastbourne Capital Management, L.L.C. and certain related persons and entities, dated December 11, 2006. (11)                                           
|              | 
|10.1          |  | Form of Indemnity Agreement. (1) (3)                                                                                                                                                                                
|              | 
|10.2          |  | 2000 Equity Incentive Plan and related documents. (3) (4)                                                                                                                                                           
|              | 
|10.3          |  | 2000 Employee Stock Purchase Plan and Offering. (3) (4)                                                                                                                                                             
|              | 
|10.4          |  | 2000 Non-Employee Directors Stock Option Plan and Agreement. (3) (13)                                                                                                                                              
|              | 
|10.5          |  | 1996 Stock Option Plan and forms of grant thereunder. (3) (4)                                                                                                                                                       
|              | 
|10.6          |  | 1988 Stock Option Plan and forms of grant thereunder. (3) (4)                                                                                                                                                       



47



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|              |  |                                                                                                                                                  
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                      
|              | 
|10.7          |  | Form of Non-Plan Stock Option Agreement. (3) (4)                                                                                                 
|              | 
|10.8          |  | Telik, Inc. Executive Officer Bonus Plan. (3)                                                                                                    
|              | 
|10.9*         |  | Collaboration Agreement between Telik and Sanwa Kagaku Kenkyusho Co., Ltd., dated December 20, 1996, as amended. (1)                             
|              | 
|10.10*        |  | License Agreement between Telik and Sanwa Kagaku Kenkyusho Co., Ltd., dated September 24, 1997, as amended. (1)                                  
|              | 
|10.11*        |  | Third Amendment to Collaborative Agreement between Telik and Sanwa Kagaku Kenkyusho Co., Ltd., dated February 14, 2001. (5)                      
|              | 
|10.12*        |  | Second Amendment to License Agreement between Telik and Sanwa Kagaku Kenkyusho Co., Ltd., dated February 14, 2001. (5)                           
|              | 
|10.13*        |  | License Agreement between Telik and the University of Arizona, dated January 8, 2001. (5)                                                        
|              | 
|10.14         |  | Consulting Agreement for Individual Consultants between Gail L. Brown, M.D. and Telik, dated October 20, 1998, as amended. (1)                   
|              | 
|10.15         |  | Employment Agreement between Cynthia M. Butitta and Telik, dated February 1, 2001. (3) (5)                                                       
|              | 
|10.16         |  | Employment Agreement between Michael M. Wick, M.D., Ph.D. and Telik, dated December 10, 1997, as amended. (1) (3)                                
|              | 
|10.17         |  | Lease between Telik and The Board of Trustees of the Leland Stanford Junior University, dated July 25, 2002. (7)                                 
|              | 
|10.18         |  | Master Lease Agreement between Telik and General Electric Capital Corporation, dated August 23, 2002, as amended. (7)                            
|              | 
|10.19         |  | Master Security Agreement between Telik and General Electric Capital Corporation, dated August 23, 2002, as amended. (7)                         
|              | 
|10.20        |  | Manufacturing Supply Agreement dated July 1, 2004, by and between Telik and Organichem Corporation. (8)                                          
|              | 
|10.21         |  | Telik, Inc. Change of Control Severance Benefit Plan, dated February 21, 2003. (3) (14)                                                          
|              | 
|14.1          |  | Telik, Inc. Code of Conduct. (9)                                                                                                                 
|              | 
|23.1          |  | Consent of Independent Registered Public Accounting Firm.                                                                                        
|              | 
|24.1          |  | Power of Attorney (included on the signature pages hereto)                                                                                       
|              | 
|31.1          |  | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                      
|              | 
|31.2          |  | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                      
|              | 
|32.1          |  | Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

---

|* |  | Confidential treatment has been granted for portions of this document. The information omitted pursuant to such confidential treatment order has been filed separately with the
Securities and Exchange Commission.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Confidential treatment is pending for portions of this document. The information requested to be omitted pursuant to such confidential treatment order has been filed separately with
the Securities and Exchange Commission.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(1) |  | Incorporated by reference to exhibits to our Registration Statement on Form S-1, filed on April 3, 2000, as amended (File No. 333-33868).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | Incorporated by reference to exhibits to our Annual Report on Form 10-K for the year ended December 31, 2001, as filed on March 27, 2002.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------



48



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|(3) |  | Management contract or compensatory arrangement.
|--- |  | ------------------------------------------------



|(4) |  | Incorporated by reference to exhibits to our Registration Statement on Form S-8, as filed on August 30, 2000 (File No. 333-44826).
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------



|(5) |  | Incorporated by reference to exhibits to our Annual Report on Form 10-K for the year ended December 31, 2000 initially filed on March 28, 2001 as amended on Form 10-K/A,
as filed on September 20, 2001.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(6) |  | Incorporated by reference to exhibits to our Current Report on Form 8-K dated November 2, 2001, as filed on November 5, 2002.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------



|(7) |  | Incorporated by reference to exhibits to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002, as filed on November 13, 2002.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------



|(8) |  | Incorporated by reference to exhibits to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, as filed on November 8, 2004.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



|(9) |  | Incorporated by reference to exhibits to our Annual Report on Form 10-K for the year ended December 31, 2003, as filed on March 4, 2004.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------



|(10) |  | Incorporated by reference to exhibits to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, as filed on August 3, 2006.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



|(11) |  | Incorporated by reference to exhibits to our Current Report on Form 8-K dated December 11, 2006, as filed on December 12, 2006.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------



|(12) |  | Incorporated by reference to Exhibit A to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, as filed on August 3, 2006.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(13) |  | Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 25, 2006, as filed on May 31, 2006.
|---- |  | -------------------------------------------------------------------------------------------------------------------------

|(14) |  | Incorporated by reference to exhibits to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, as filed on May 7, 2003.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------



49



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



TELIK, INC./s/    CYNTHIA M. BUTITTACynthia M. Butitta Chief Operating and Chief Financial Officer (Principal Financial and Accounting Officer)


Dated: February 28, 2007

POWER OF ATTORNEY

KNOW ALL PERSONS
BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael M. Wick, M.D., Ph.D. and Cynthia M. Butitta, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:



|                                                    |  |                                                                                                  |  |                  
|--------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ |  | -----------------
|Signature                                           |  | Title                                                                                            |  | Date             
|                                                    |  |                                                                                                 
|/s/    MICHAEL M.
WICK Michael M. Wick, M.D., Ph.D. |  | Chief Executive Officer and Director (Principal Executive Officer)                               |  | February 28, 2007
|                                                    |  |                                                                                                 
|/s/    CYNTHIA M.
BUTITTA Cynthia M. Butitta        |  | Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) |  | February 28, 2007
|                                                    |  |                                                                                                 
|/s/    EDWARD W.
CANTRALL Edward W. Cantrall, Ph.D. |  | Director                                                                                         |  | February 28, 2007
|                                                    |  |                                                                                                 
|/s/    MARY ANN
GRAY Mary Ann Gray, Ph.D.           |  | Director                                                                                         |  | February 28, 2007
|                                                    |  |                                                                                                 
|/s/    ROBERT W.
FRICK Robert W. Frick              |  | Director                                                                                         |  | February 28, 2007
|                                                    |  |                                                                                                 
|/s/    STEVEN R.
GOLDRING Steven R. Goldring, M.D.  |  | Director                                                                                         |  | February 28, 2007



50



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|                                                |  |          |  |                  
|----------------------------------------------- |  | -------- |  | -----------------
|Signature                                       |  | Title    |  | Date             
|                                                |  |         
|/s/    RICHARD B.
NEWMAN Richard B. Newman      |  | Director |  | February 28, 2007
|                                                |  |         
|/s/    STEFAN
RYSER Stefan Ryser, Ph.D.         |  | Director |  | February 28, 2007
|                                                |  |         
|/s/    HERWIG VON
MORZE Herwig von Morze, Ph.D. |  | Director |  | February 28, 2007



51



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Report of Independent Registered Public Accounting Firm

The Board of Directors and
Stockholders

Telik, Inc.

We have audited the accompanying balance sheets of Telik, Inc. as of December 31, 2006 and 2005, and the related statements of operations, stockholders equity, and cash flows for each of the three years in
the period ended December 31, 2006. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position
of Telik, Inc. at December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with the U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, in 2006, Telik, Inc. changed its method of accounting for stock-based
compensation in accordance with guidance provided in Statement of Financial Accounting Standards No. 123(R), Share-Based Payment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Telik Inc.s internal control over financial reporting as of December 31, 2006, based on
criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2007 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Palo Alto, California

February 23, 2007



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TELIK, INC.

BALANCE SHEETS

(In thousands, except share and per share data)



|                                                                                                                                  |  |              |          |   |      |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | - | ---- | - | -------- | -
|                                                                                                                                  |  | December 31, |         
|                                                                                                                                  |  | 2006         |          |   | 2005 |  
|Assets                                                                                                                            |  |              |          |   |      |   |          |  
|Current assets:                                                                                                                   |  |              |          |   |      |   |          |  
|Cash and cash equivalents                                                                                                         |  | $            | 77,846   |   |      | $ | 127,971  |  
|Short-term investments                                                                                                            |  |              | 56,983   |   |      |   | 75,876   |  
|Other receivables                                                                                                                 |  |              | 677      |   |      |   | 687      |  
|Prepaids and other current assets                                                                                                 |  |              | 1,931    |   |      |   | 1,418    |  
|                                                                                                                                  |  |              |          |   |      |   |          |  
|Total current assets                                                                                                              |  |              | 137,437  |   |      |   | 205,952  |  
|Property and equipment, net                                                                                                       |  |              | 4,753    |   |      |   | 5,042    |  
|Long-term investments                                                                                                             |  |              | 5,489    |   |      |   |         |  
|Restricted investments                                                                                                            |  |              | 1,347    |   |      |   | 1,796    |  
|Other assets                                                                                                                      |  |              | 188      |   |      |   | 556      |  
|                                                                                                                                  |  |              |          |   |      |   |          |  
|Total assets                                                                                                                      |  | $            | 149,214  |   |      | $ | 213,346  |  
|                                                                                                                                  |  |              |          |   |      |   |          |  
|                                                                                                                                  |  |             
|Liabilities and Stockholders Equity                                                                                              |  |              |          |   |      |   |          |  
|Current liabilities:                                                                                                              |  |              |          |   |      |   |          |  
|Accounts payable                                                                                                                  |  | $            | 2,373    |   |      | $ | 1,269    |  
|Accrued clinical trial costs                                                                                                      |  |              | 10,275   |   |      |   | 11,509   |  
|Accrued compensation                                                                                                              |  |              | 1,400    |   |      |   | 4,049    |  
|Accrued liabilities                                                                                                               |  |              | 2,104    |   |      |   | 948      |  
|Current portion of capital leases and loans                                                                                       |  |              | 440      |   |      |   | 901      |  
|                                                                                                                                  |  |              |          |   |      |   |          |  
|Total current liabilities                                                                                                         |  |              | 16,592   |   |      |   | 18,676   |  
|Non-current portion of capital leases and loans                                                                                   |  |              |         |   |      |   | 145      |  
|                                                                                                                                  |  |             
|Commitments                                                                                                                       |  |              |          |   |      |   |          |  
|                                                                                                                                  |  |             
|Stockholders equity:                                                                                                             |  |              |          |   |      |   |          |  
|Preferred stock, $0.01 par value: 5,000,000 shares authorized; none issued or outstanding                                         |  |              |         |   |      |   |         |  
|Common stock, $0.01 par value: 100,000,000 shares authorized; shares issued and outstanding 52,381,319 in 2006 52,038,850 in
2005 |  |              | 524      |   |      |   | 520      |  
|Additional paid-in capital                                                                                                        |  |              | 525,066  |   |      |   | 507,585  |  
|Accumulated other comprehensive loss                                                                                              |  |              | (54      | ) |      |   | (290     | )
|Accumulated deficit                                                                                                               |  |              | (392,914 | ) |      |   | (313,290 | )
|                                                                                                                                  |  |              |          |   |      |   |          |  
|Total stockholders equity                                                                                                        |  |              | 132,622  |   |      |   | 194,525  |  
|                                                                                                                                  |  |              |          |   |      |   |          |  
|Total liabilities and stockholders equity                                                                                        |  | $            | 149,214  |   |      | $ | 213,346  |  
|                                                                                                                                  |  |              |          |   |      |   |          |  

See accompanying Notes to Financial Statements.



53



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TELIK, INC.

STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)



|                                                              |  |                          |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                              |  | Years Ended December 31, |        
|                                                              |  | 2006                     |         |   | 2005 |   |         | 2004 | 
|Contract revenue from collaborations                          |  | $                        |        |   |      | $ | 19      |      |  | $ | 163     |  
|                                                              |  |                          |        
|Operating costs and expenses:                                 |  |                          |         |   |      |   |         |      |  |   |         |  
|Research and development                                      |  |                          | 71,522  |   |      |   | 71,345  |      |  |   | 61,868  |  
|General and administrative                                    |  |                          | 16,288  |   |      |   | 11,278  |      |  |   | 10,613  |  
|                                                              |  |                          |         |   |      |   |         |      |  |   |         |  
|Total operating costs and expenses                            |  |                          | 87,810  |   |      |   | 82,623  |      |  |   | 72,481  |  
|                                                              |  |                          |         |   |      |   |         |      |  |   |         |  
|Loss from operations                                          |  |                          | (87,810 | ) |      |   | (82,604 | )    |  |   | (72,318 | )
|Interest income                                               |  |                          | 8,243   |   |      |   | 7,193   |      |  |   | 2,702   |  
|Interest expense                                              |  |                          | (57     | ) |      |   | (131    | )    |  |   | (201    | )
|                                                              |  |                          |         |   |      |   |         |      |  |   |         |  
|Net loss                                                      |  | $                        | (79,624 | ) |      | $ | (75,542 | )    |  | $ | (69,817 | )
|                                                              |  |                          |         |   |      |   |         |      |  |   |         |  
|Basic and diluted net loss per share                          |  | $                        | (1.52   | ) |      | $ | (1.47   | )    |  | $ | (1.60   | )
|                                                              |  |                          |         |   |      |   |         |      |  |   |         |  
|Shares used to calculate basic and diluted net loss per share |  |                          | 52,271  |   |      |   | 51,249  |      |  |   | 43,701  |  
|                                                              |  |                          |         |   |      |   |         |      |  |   |         |  





See accompanying Notes to Financial Statements.



54



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TELIK, INC.

STATEMENTS OF STOCKHOLDERS EQUITY

(In thousands)



|                                                                                         |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ------------ |  | ------------------------ | --- | ------------------------- | - | ------- | ------------------------------------------ | - | --- | ------------------ |  | - | ------------------------- | - |  | - | -------- | - |  | - | ------- | -
|                                                                                         |  | Common Stock |  | AdditionalPaid-inCapital |     | DeferredStockCompensation |   |         | AccumulatedOtherComprehensiveIncome (Loss) |   |     | AccumulatedDeficit |  |   | Total StockholdersEquity |  
|                                                                                         |  | Shares       |  | Amount                   |     |                           |   |         |                                           
|Balances at December 31, 2003                                                            |  | 43,583       |  | $                        | 436 |                           | $ | 361,840 |                                            | $ | (93 | )                  |  | $ | 50                        |   |  | $ | (167,931 | ) |  | $ | 194,302 |  
|Comprehensive loss:                                                                      |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   |         |  
|Net loss                                                                                 |  |             |  |                          |    |                           |   |        |                                            |   |    |                    |  |   |                          |   |  |   | (69,817  | ) |  |   | (69,817 | )
|Change in unrealized loss on available-for-saleinvestments                               |  |             |  |                          |    |                           |   |        |                                            |   |    |                    |  |   | (268                      | ) |  |   |         |   |  |   | (268    | )
|                                                                                         |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   |         |  
|Comprehensive loss                                                                       |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   | (70,085 | )
|Common stock issued under stock option and purchase plans                                |  | 250          |  |                          | 2   |                           |   | 1,835   |                                            |   |    |                    |  |   |                          |   |  |   |         |   |  |   | 1,837   |  
|Stock options issued to non-employees                                                    |  |             |  |                          |    |                           |   | 197     |                                            |   |    |                    |  |   |                          |   |  |   |         |   |  |   | 197     |  
|Deferred stock compensation amortization                                                 |  |             |  |                          |    |                           |   |        |                                            |   | 93  |                    |  |   |                          |   |  |   |         |   |  |   | 93      |  
|                                                                                         |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   |         |  
|Balances at December 31, 2004                                                            |  | 43,833       |  |                          | 438 |                           |   | 363,872 |                                            |   |    |                    |  |   | (218                      | ) |  |   | (237,748 | ) |  |   | 126,344 |  
|Comprehensive loss:                                                                      |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   |         |  
|Net loss                                                                                 |  |             |  |                          |    |                           |   |        |                                            |   |    |                    |  |   |                          |   |  |   | (75,542  | ) |  |   | (75,542 | )
|Change in unrealized loss on available-for-saleinvestments                               |  |             |  |                          |    |                           |   |        |                                            |   |    |                    |  |   | (72                       | ) |  |   |         |   |  |   | (72     | )
|                                                                                         |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   |         |  
|Comprehensive loss                                                                       |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   | (75,614 | )
|Issuance of common stock in follow-on public offering, net of issuance costs of $397,000 |  | 8,050        |  |                          | 81  |                           |   | 142,160 |                                            |   |    |                    |  |   |                          |   |  |   |         |   |  |   | 142,241 |  
|Common stock issued under stock option and purchase plans                                |  | 156          |  |                          | 1   |                           |   | 1,553   |                                            |   |    |                    |  |   |                          |   |  |   |         |   |  |   | 1,554   |  
|                                                                                         |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   |         |  
|Balances at December 31, 2005                                                            |  | 52,039       |  |                          | 520 |                           |   | 507,585 |                                            |   |    |                    |  |   | (290                      | ) |  |   | (313,290 | ) |  |   | 194,525 |  
|Comprehensive loss:                                                                      |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   |         |  
|Net loss                                                                                 |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   | (79,624  | ) |  |   | (79,624 | )
|Change in unrealized loss on available-for-saleinvestments                               |  |             |  |                          |    |                           |   |        |                                            |   |    |                    |  |   | 236                       |   |  |   |         |   |  |   | 236     |  
|                                                                                         |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   |         |  
|Comprehensive loss                                                                       |  |             |  |                          |    |                           |   |        |                                            |   |    |                    |  |   |                          |   |  |   |         |   |  |   | (79,388 | )
|Share-based compensation expense                                                         |  |             |  |                          |    |                           |   | 14,567  |                                            |   |    |                    |  |   |                          |   |  |   |         |   |  |   | 14,567  |  
|Common stock issued under stock option and purchase plans                                |  | 342          |  |                          | 4   |                           |   | 2,914   |                                            |   |    |                    |  |   |                          |   |  |   |         |   |  |   | 2,918   |  
|                                                                                         |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   |         |  
|Balances at December 31, 2006                                                            |  | 52,381       |  | $                        | 524 |                           | $ | 525,066 |                                            | $ |    |                    |  | $ | (54                       | ) |  | $ | (392,914 | ) |  | $ | 132,622 |  
|                                                                                         |  |              |  |                          |     |                           |   |         |                                            |   |     |                    |  |   |                           |   |  |   |          |   |  |   |         |  

See accompanying Notes to Financial Statements.



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TELIK, INC.

STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                            |  |                          |         |   |      |   |          |      |  |   |          |  
|--------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                            |  | Years Ended December 31, |        
|                                                                            |  | 2006                     |         |   | 2005 |   |          | 2004 | 
|Cash flows from operating activities:                                       |  |                          |         |   |      |   |          |      |  |   |          |  
|Net loss                                                                    |  | $                        | (79,624 | ) |      | $ | (75,542  | )    |  | $ | (69,817  | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                          |         |   |      |   |          |      |  |   |          |  
|Depreciation and amortization                                               |  |                          | 1,606   |   |      |   | 1,568    |      |  |   | 1,370    |  
|Share-based compensation expense                                            |  |                          | 14,567  |   |      |   |         |      |  |   |         |  
|Amortization of deferred stock compensation                                 |  |                          |        |   |      |   |         |      |  |   | 93       |  
|Stock options granted to non-employees                                      |  |                          |        |   |      |   |         |      |  |   | 197      |  
|Changes in assets and liabilities:                                          |  |                          |         |   |      |   |          |      |  |   |          |  
|Other receivables                                                           |  |                          | 10      |   |      |   | (170     | )    |  |   | (163     | )
|Prepaids and other current assets                                           |  |                          | (513    | ) |      |   | 222      |      |  |   | (223     | )
|Accounts payable                                                            |  |                          | 1,104   |   |      |   | (3,428   | )    |  |   | 2,074    |  
|Accrued liabilities                                                         |  |                          | (2,359  | ) |      |   | 3,305    |      |  |   | 3,748    |  
|Deferred revenue                                                            |  |                          |        |   |      |   | (19      | )    |  |   | (6       | )
|                                                                            |  |                          |         |   |      |   |          |      |  |   |          |  
|Net cash used in operating activities                                       |  |                          | (65,209 | ) |      |   | (74,064  | )    |  |   | (62,727  | )
|                                                                            |  |                          |         |   |      |   |          |      |  |   |          |  
|                                                                            |  |                          |        
|Cash flows from investing activities:                                       |  |                          |         |   |      |   |          |      |  |   |          |  
|Purchases of investments                                                    |  |                          | (36,276 | ) |      |   | (142,484 | )    |  |   | (134,357 | )
|Sales of investments                                                        |  |                          | 18,550  |   |      |   | 85,600   |      |  |   | 141,685  |  
|Maturities of investments                                                   |  |                          | 31,815  |   |      |   | 61,566   |      |  |   | 34,215   |  
|Purchases of property and equipment                                         |  |                          | (996    | ) |      |   | (1,341   | )    |  |   | (1,251   | )
|                                                                            |  |                          |         |   |      |   |          |      |  |   |          |  
|Net cash provided by investing activities                                   |  |                          | 13,093  |   |      |   | 3,341    |      |  |   | 40,292   |  
|                                                                            |  |                          |         |   |      |   |          |      |  |   |          |  
|                                                                            |  |                          |        
|Cash flows from financing activities:                                       |  |                          |         |   |      |   |          |      |  |   |          |  
|Proceeds from capital loans                                                 |  |                          |        |   |      |   |         |      |  |   | 1,091    |  
|Principal payments under capital leases and loans                           |  |                          | (927    | ) |      |   | (1,322   | )    |  |   | (1,123   | )
|Net proceeds from issuance of common stock                                  |  |                          | 2,918   |   |      |   | 143,795  |      |  |   | 1,837    |  
|                                                                            |  |                          |         |   |      |   |          |      |  |   |          |  
|Net cash provided by financing activities                                   |  |                          | 1,991   |   |      |   | 142,473  |      |  |   | 1,805    |  
|                                                                            |  |                          |         |   |      |   |          |      |  |   |          |  
|Net change in cash and cash equivalents                                     |  |                          | (50,125 | ) |      |   | 71,750   |      |  |   | (20,630  | )
|Cash and cash equivalents at beginning of period                            |  |                          | 127,971 |   |      |   | 56,221   |      |  |   | 76,851   |  
|                                                                            |  |                          |         |   |      |   |          |      |  |   |          |  
|Cash and cash equivalents at end of period                                  |  | $                        | 77,846  |   |      | $ | 127,971  |      |  | $ | 56,221   |  
|                                                                            |  |                          |         |   |      |   |          |      |  |   |          |  
|                                                                            |  |                          |        
|Supplemental information:                                                   |  |                          |         |   |      |   |          |      |  |   |          |  
|Interest paid                                                               |  | $                        | 57      |   |      | $ | 131      |      |  | $ | 201      |  

See accompanying Notes to Financial Statements.



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TELIK, INC.

NOTES TO FINANCIAL STATEMENTS

1.     Summary of Significant Accounting Policies

Nature of Operations and Basis of Presentation

Telik, Inc. (Telik, we or, the Company)
was incorporated in the state of Delaware in October 1988 as Terrapin Diagnostics, Inc. and ultimately changed its name in May 1998 to Telik, Inc. We are engaged in the discovery and development of small molecule therapeutics. We operate in only one
business segment.

We have incurred net losses since inception and we expect to incur substantial and increasing losses for at least the
next several years as we continue our research and development activities. To date, we have funded operations primarily through the sale of equity securities, non-equity payments from collaborators and interest income. Future revenue, if any, for at
least the next few years is expected to consist primarily of payments under corporate collaborations and interest income. The process of developing our products will require significant additional research and development, preclinical testing and
clinical trials, as well as regulatory approval. We expect these activities, together with general and administrative expenses, to result in substantial operating losses for the foreseeable future. We will not receive product revenue unless we, or
our collaborative partners complete clinical trials, obtain regulatory approval and successfully commercialize one or more of our products.

We expect continuing losses over the next several years. We plan to obtain capital through public or private equity or debt financing, capital lease financing and collaborative arrangements with corporate partners. We may have to seek other
sources of capital or re-evaluate our operating plans if we are unable to consummate some or all of the capital financing arrangements noted above.

Use
of Estimates

In preparing our financial statements to conform with U.S. generally accepted accounting principles, we make estimates and
assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results may differ from these estimates.

Cash
and Cash Equivalents and Short-Term Investments

We invest our excess cash in money market funds and in highly liquid debt instruments
of the U.S. government, its agencies and municipalities and corporate notes. All highly liquid investments with stated maturities of three months or less from date of purchase are classified as cash equivalents. Debt securities with original
maturities greater than approximately three months and remaining maturities less than one year are classified as short-term investments. Debt securities with remaining maturities greater than one year and which we intend to hold until maturity are
classified as long-term investments.

We classify all cash equivalents and investments as available-for-sale. Available-for-sale securities
are carried at estimated fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). Any realized gains or losses on the sale of investments are determined on a specific identification
method, and such gains and losses are reflected as a component of interest income.

Restricted Investments

Under certain operating lease agreements, we may be required from time to time to set aside cash as collateral. At December 31, 2006, we had
approximately $1.3 million of restricted investments and at December 31, 2005 we had approximately $1.8 million related to such agreements.



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Fair Value of Financial Instruments

The fair value of our cash equivalents and investments is based on quoted market prices. The fair value of capital lease obligations and loans is based on current interest rates available to us for debt instruments
with similar terms, degrees of risk, and remaining maturities. The carrying amount of cash equivalents, investments and capital lease and loan obligations are considered to be representative of their respective fair value at December 31, 2006
and 2005.

Property and Equipment

Property and equipment are stated at cost. We calculate depreciation using the straight-line method over the estimated useful lives of the assets, which range from three to five years. We amortize furniture and equipment leased under
capital leases and leasehold improvements using the straight-line method over the estimated useful lives of the respective assets or the lease term, whichever is shorter. Amortization of assets under capital leases is included in depreciation
expense.

In addition, we recorded costs of computer software in accordance with AICPA Statement of Position 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use. SOP 98-1 requires that certain internal-use computer software costs be capitalized and amortized over the useful life of the asset.

Impairment of Long-lived Assets

We regularly
evaluate our long-lived assets for indicators of possible impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when
estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows.

Revenue Recognition

Our revenues have been generated
from license and contract research agreements with collaborators. We recognize cost reimbursement revenue under these collaborative agreements as the related research and development costs are incurred. We recognize milestone fees upon completion of
specified milestones according to contract terms. Deferred revenue represents the portion of research payments received that has not been earned.

We also have royalty and licensing agreements with other pharmaceutical, biotechnology and genomics companies. Under these agreements, we may in the future receive fees for collaborative research efforts, royalties on future sales of
products, or some combination of these items. We recognize nonrefundable signing or license fees that are not dependent on future performance under these agreements as revenue when received or over the term of the arrangement if we have continuing
performance obligations.

Research and Development

Our research and development expenses include salaries and benefits costs, fees for contractors, consultants and third party contract research organizations, and an allocation of facility and administrative costs.
Research and development expenses consist of costs incurred for drug and product development, manufacturing, clinical activities, discovery research, screening and identification of product candidates, and preclinical studies. All such costs are
charged to research and development expenses as incurred.

Clinical development costs are a significant component of research and
development expenses. We have a history of contracting with third parties that perform various clinical trial activities on our behalf in the on-going development of our product candidates. The financial terms of these contracts are subject to
negotiations and



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may vary from contract to contract and may result in uneven payment flows. We accrue and expense costs for clinical trial activities performed by third
parties based upon estimates of the percentage of work completed over the life of the individual study in accordance to agreements established with contract research organizations and clinical trial sites. We determine our estimates through
discussion with internal clinical personnel and outside service providers as to progress or stage of completion of trials or services and the agreed upon fee to be paid for such services. These estimates may or may not match the actual services
performed by the organizations as determined by patient enrollment levels and related activities. We monitor patient enrollment levels and related activities to the extent possible.

Stock-based Compensation

In December 2004, the Financial Accounting Standards Board
(FASB) issued Statement of Accounting Standards No. 123R Share-Based Payment (SFAS 123(R)), which requires the measurement and recognition of compensation expense for all stock-based compensation payments. We
adopted the provisions of SFAS 123(R) on January 1, 2006 which superseded our previous accounting under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees(APB 25).
Accordingly, compensation cost for all share-based payment awards to employees is measured based on the grant date fair value of those awards and recognized over the period during which the employee is required to perform service in exchange for the
award (generally over the vesting period of the award). In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 (SAB 107) relating to SFAS 123(R). We have applied the provisions of SAB 107
in our adoption of SFAS 123(R).

In November 2005, the FASB issued FASB Staff Position No. FAS123(R)-3, Transition Election Related
to Accounting for the Tax Effects of Share-Based Payment Awards (FAS 123(R)-3). We have adopted the simplified method to calculate the beginning balance of the additional paid-in-capital (APIC) pool of the excess tax
benefit, and to determine the subsequent impact on the APIC pool and our Statements of Cash Flows of the tax effects of employee stock-based compensation awards that were outstanding upon our adoption of SFAS 123(R).

We adopted SFAS 123(R) using the modified prospective transition method, which provides for certain changes to the method for valuing stock-based
compensation. The valuation provisions of SFAS 123(R) apply to new awards and to awards that are outstanding at the effective date and subsequently modified or cancelled. Estimated compensation expense for awards outstanding at the effective date
will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure purposes under FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS 123). In
accordance with the modified prospective transition method, our financial statements for prior periods presented were not restated to reflect, and do not include, any stock-based compensation expense associated with employee stock awards.

Adoption of SFAS 123(R)

Stock-based compensation expense is based on the fair value of that portion of employee stock options that are ultimately expected to vest during the period. Stock-based compensation expense recognized in our statement of operations during
2006 included compensation expense for stock-based awards granted prior to, but not yet vested as of, December 31, 2005, based on the grant date fair value estimated in accordance with the pro forma provisions of SFAS 123, and share-based
payment awards granted subsequent to December 31, 2005 based on the grant date fair value estimated in accordance with SFAS 123(R). For stock options granted after January 1, 2006, the fair value of each award is amortized using the
straight-line single-option method. For share awards granted prior to 2006, the fair value of each award is amortized using the accelerated multiple-option valuation method prescribed by SFAS 123. Stock-based compensation expense is based on awards
ultimately expected to vest, therefore, it has been reduced for estimated forfeitures. SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those
estimates.



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We estimated forfeitures based on our historical experience. In our pro forma information required under SFAS 123 for the periods prior to 2006, we accounted
for forfeitures as they occurred.

Total estimated stock-based compensation expense, related to all of our share-based payment awards,
recognized under SFAS 123(R) was comprised of the following:



|                                                      |  |                                       |        |  
|----------------------------------------------------- |  | ------------------------------------- | ------ | -
|                                                      |  | Year Ended December 31, 2006          |       
|                                                      |  | (in thousands exceptper share amount) |       
|Research and development                              |  | $                                     | 9,220  |  
|General and administrative                            |  |                                       | 5,347  |  
|                                                      |  |                                       |        |  
|Stock-based compensation expense before taxes         |  |                                       | 14,567 |  
|Related income tax benefits                           |  |                                       |       |  
|                                                      |  |                                       |        |  
|Effect on net loss                                    |  | $                                     | 14,567 |  
|                                                      |  |                                       |        |  
|Effect on net loss per basic and diluted common share |  | $                                     | (0.28  | )
|                                                      |  |                                       |        |  

Because we have a net operating loss carryforward as of December 31, 2006, no excess tax
benefits for the tax deductions related to stock-based compensation expense were recognized in our statement of operations. Additionally, no incremental tax benefits were recognized from stock options exercised during 2006, which would have resulted
in a reclassification to reduce net cash provided by operating activities with an offsetting increase in net cash provided by financing activities. As of December 31, 2006, $16.0 million of total unrecognized compensation costs, net of
forfeitures, related to non-vested awards is expected to be recognized over a weighted average period of 2.62 years.

Pro forma
information under SFAS 123

Prior to January 1, 2006, we accounted for stock-based awards to employees using the intrinsic
value method in accordance with APB 25 and related interpretations and provided the required pro forma disclosures of SFAS 123. Under the intrinsic value method, no stock-based compensation expense was recognized in our statements of operations for
stock-based awards to employees, because the exercise price of our stock options granted to employees equaled the fair market value of the underlying stock at the date of grant. The following table summarizes the pro forma effect on our net loss and
per share data if we had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation.



|                                                                                                         |  |                                        |         |   |      |   |         |  
|-------------------------------------------------------------------------------------------------------- |  | -------------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                         |  | Years EndedDecember 31,                |        
|                                                                                                         |  | 2005                                   |         |   | 2004 |  
|                                                                                                         |  | (in thousands exceptper share amounts) |        
|Net lossas reported                                                                                     |  | $                                      | (75,542 | ) |      | $ | (69,817 | )
|Add: Stock-based employee compensation included in reported net loss                                     |  |                                        |        |   |      |   | 93      |  
|Deduct: Total stock-based employee compensation expense under the fair value based method for all awards |  |                                        | (19,467 | ) |      |   | (15,028 | )
|                                                                                                         |  |                                        |         |   |      |   |         |  
|Net losspro forma                                                                                       |  | $                                      | (95,009 | ) |      | $ | (84,752 | )
|                                                                                                         |  |                                        |         |   |      |   |         |  
|Basic and diluted net loss per shareas reported                                                         |  | $                                      | (1.47   | ) |      | $ | (1.60   | )
|                                                                                                         |  |                                        |         |   |      |   |         |  
|Basic and diluted net loss per sharepro forma                                                           |  | $                                      | (1.85   | ) |      | $ | (1.94   | )
|                                                                                                         |  |                                        |         |   |      |   |         |  



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Valuation assumptions

The employee stock-based expense recognized under SFAS 123(R) and presented in the SFAS 123 pro forma disclosure was determined using the Black-Scholes
model. Expected volatilities are based on historical volatility of our common stock. The expected term of options granted is based on the simplified method in accordance with SAB 107 as our historical share option exercise experience does not
provide a reasonable basis for estimation. The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. Assumptions used in the Black-Scholes model
were as follows:



|                                |  |                    |   |  |                     |   |  |      |   |  |      |   |  |      |   |  |      |  
|------------------------------- |  | ------------------ | - |  | ------------------- | - |  | ---- | - |  | ---- | - |  | ---- | - |  | ---- | -
|                                |  | Stock Option Plans |   |  | Stock Purchase Plan |  
|                                |  | 2006               |   |  | 2005                |   |  | 2004 |   |  | 2006 |   |  | 2005 |   |  | 2004 |  
|Expected stock price volatility |  | 65.3               | % |  | 66.6                | % |  | 70.4 | % |  | 36.4 | % |  | 67.5 | % |  | 78.9 | %
|Risk-free interest rate         |  | 4.64               | % |  | 3.96                | % |  | 3.29 | % |  | 4.80 | % |  | 3.18 | % |  | 1.34 | %
|Expected life (in years)        |  | 6.08               |   |  | 5.02                |   |  | 5.08 |   |  | 0.89 |   |  | 1.26 |   |  | 1.33 |  
|Expected dividend yield         |  |                   |   |  |                    |   |  |     |   |  |     |   |  |     |   |  |     |  

Stock compensation expense for options granted to non-employees has been determined in accordance
with SFAS 123 and EITF 96-18, Accounting for Equity Investments that are issued to other than Employees for Acquiring, or in Conjunction with Selling Goods or Services, as the fair value of the consideration received or the fair
value of the equity instruments issued, whichever is more reliably measured. The fair value of options granted to non-employees is periodically re-measured as the underlying options vest.

Comprehensive Loss

Components of other comprehensive
loss, including unrealized gains and losses on available-for-sale investments, are included as part of total comprehensive loss in our statements of stockholders equity.

Net Loss per Share

Basic and diluted net loss per share is computed by dividing net loss by the
weighted average number of common shares outstanding during the year.

The following table reflects options outstanding that could
potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted net loss per share, as their effect would have been antidilutive for the periods presented herein.



|                    |  |              |  |           |  |          
|------------------- |  | ------------ |  | --------- |  | ---------
|                    |  | December 31,
|                    |  | 2006         |  | 2005      |  | 2004     
|Outstanding options |  | 9,154,624    |  | 8,465,649 |  | 7,473,344

Recent Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertain Tax Provisions, an Interpretation of SFAS Statement
109 (FIN 48). FIN 48 clarifies the accounting for uncertain tax positions as described in SFAS No. 109, Accounting for Income Taxes, and requires a company to recognize, in its financial statements, the impact of a
tax position only if that position is more likely than not of being sustained on an audit basis solely on the technical merit of the position. In addition, FIN 48 requires qualitative and quantitative disclosures including a discussion
of reasonably possible changes that might occur in the recognized tax benefits over the next twelve months as well as a roll-forward of all unrecognized tax benefits. FIN 48 is effective for fiscal years beginning after December 15, 2006. We
are in the process of determining the effect, if any, the adoption of FIN 48 will have on our financial statements.



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2.     Cash and Cash Equivalents, Investments and Restricted Investments

The following is a summary of cash and cash equivalents, investments and restricted investments.



|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|-------------------------------- |  | ----------------- | ------- | -------------------- | - | --------------------- |  | - | ------------------- | - |  | - | -------
|                                 |  | December 31, 2006
|                                 |  | AmortizedCosts    |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|                                 |  | (in thousands)   
|Certificate of deposits          |  | $                 | 1,796   |                      | $ |                      |  | $ |                    |   |  | $ | 1,796  
|Corporate notes                  |  |                   | 14,778  |                      |   | 3                     |  |   |                    |   |  |   | 14,781 
|Municipal notes and bonds        |  |                   | 14,500  |                      |   |                      |  |   |                    |   |  |   | 14,500 
|Commercial paper                 |  |                   | 67,095  |                      |   | 8                     |  |   |                    |   |  |   | 67,103 
|Government sponsored enterprises |  |                   | 32,807  |                      |   |                      |  |   | (65                 | ) |  |   | 32,742 
|Cash and money market funds      |  |                   | 10,743  |                      |   |                      |  |   |                    |   |  |   | 10,743 
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|Total                            |  | $                 | 141,719 |                      | $ | 11                    |  | $ | (65                 | ) |  | $ | 141,665
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|                                 |  |                   |         |                     
|Reported as:                     |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|Cash and cash equivalents        |  |                   |         |                      |   |                       |  |   |                     |   |  | $ | 77,846 
|Short-term investments           |  |                   |         |                      |   |                       |  |   |                     |   |  |   | 56,983 
|Long-term investments            |  |                   |         |                      |   |                       |  |   |                     |   |  |   | 5,489  
|Restricted investments           |  |                   |         |                      |   |                       |  |   |                     |   |  |   | 1,347  
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|Total                            |  |                   |         |                      |   |                       |  |   |                     |   |  | $ | 141,665
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|                                 | 
|                                 |  | December 31, 2005
|                                 |  | AmortizedCosts    |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|                                 |  | (in thousands)   
|Certificate of deposits          |  | $                 | 1,796   |                      | $ |                      |  | $ |                    |   |  | $ | 1,796  
|Corporate notes                  |  |                   | 38,366  |                      |   |                      |  |   | (8                  | ) |  |   | 38,358 
|Commercial paper                 |  |                   | 113,289 |                      |   | 28                    |  |   |                    |   |  |   | 113,317
|Government sponsored enterprises |  |                   | 42,167  |                      |   |                      |  |   | (310                | ) |  |   | 41,857 
|Cash and money market funds      |  |                   | 10,315  |                      |   |                      |  |   |                    |   |  |   | 10,315 
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|Total                            |  | $                 | 205,933 |                      | $ | 28                    |  | $ | (318                | ) |  | $ | 205,643
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|                                 |  |                   |         |                     
|Reported as:                     |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|Cash and cash equivalents        |  |                   |         |                      |   |                       |  |   |                     |   |  | $ | 127,971
|Short-term investments           |  |                   |         |                      |   |                       |  |   |                     |   |  |   | 75,876 
|Restricted investments           |  |                   |         |                      |   |                       |  |   |                     |   |  |   | 1,796  
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|Total                            |  |                   |         |                      |   |                       |  |   |                     |   |  | $ | 205,643
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        

The net realized gains on sales of available-for-sales investments were not material for any
period presented. Realized gains and losses were calculated based on the specific identification method.



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Investments which are in unrealized loss positions for which other-than-temporary impairments have not
been recognized at December 31, 2006 and 2005, are summarized below (in thousands):



|                                 |  |                     |        |                  |                      |      |           |       |                  |        |  |           |      |                  |  |   |        |  |   |      |  
|-------------------------------- |  | ------------------- | ------ | ---------------- | -------------------- | ---- | --------- | ----- | ---------------- | ------ |  | --------- | ---- | ---------------- |  | - | ------ |  | - | ---- | -
|                                 |  | Less Than 12 Months |        |                  | 12 Months or Greater |      |           | Total |                 
|December 31, 2006                |  | FairValue           |        | UnrealizedLosses |                      |      | FairValue |       | UnrealizedLosses |        |  | FairValue |      | UnrealizedLosses | 
|Government sponsored enterprises |  | $                   | 21,175 |                  | $                    | (22  | )         |       | $                | 11,567 |  | $         | (43  | )                |  | $ | 32,742 |  | $ | (65  | )
|                                 |  |                     |       
|                                 |  | Less Than 12 Months |        |                  | 12 Months or Greater |      |           | Total |                 
|December 31, 2005                |  | FairValue           |        | UnrealizedLosses |                      |      | FairValue |       | UnrealizedLosses |        |  | FairValue |      | UnrealizedLosses | 
|Corporate notes                  |  | $                   | 3,258  |                  | $                    | (8   | )         |       |                  |       |  |           |     |                  |  | $ | 3,258  |  | $ | (8   | )
|Government sponsored enterprises |  |                     | 21,991 |                  |                      | (118 | )         |       |                  | 19,866 |  |           | (192 | )                |  |   | 41,857 |  |   | (310 | )
|                                 |  |                     |        |                  |                      |      |           |       |                  |        |  |           |      |                  |  |   |        |  |   |      |  
|Total                            |  | $                   | 25,249 |                  | $                    | (126 | )         |       | $                | 19,866 |  | $         | (192 | )                |  | $ | 45,115 |  | $ | (318 | )
|                                 |  |                     |        |                  |                      |      |           |       |                  |        |  |           |      |                  |  |   |        |  |   |      |  

Unrealized losses are primarily due to increases in interest rates. Because we have the ability
and intent to hold these investments until a forecasted recovery of fair value, which may be maturity, we do not consider these investments to be other-than-temporarily impaired as of December 31, 2006 and 2005.

The following is a summary of the cost and estimated fair value of available-for-sale securities at December 31, 2006 and 2005, classified by stated
maturity date of the security:



|                             |  |                |         |                     |   |               |  |                      |         |  |   |        
|---------------------------- |  | -------------- | ------- | ------------------- | - | ------------- |  | -------------------- | ------- |  | - | -------
|                             |  | 2006           |         | 2005               
|                             |  | AmortizedCost  |         | EstimatedFair Value |   | AmortizedCost |  | Estimated Fair Value
|                             |  | (in thousands)
|Mature in less than one year |  | $              | 109,182 |                     | $ | 109,137       |  | $                    | 153,713 |  | $ | 153,507
|Mature in one to three years |  |                | 5,498   |                     |   | 5,489         |  |                      | 13,609  |  |   | 13,525 
|Mature in over three years   |  |                | 14,500  |                     |   | 14,500        |  |                      | 26,500  |  |   | 26,500 
|                             |  |                |         |                     |   |               |  |                      |         |  |   |        
|Total                        |  | $              | 129,180 |                     | $ | 129,126       |  | $                    | 193,822 |  | $ | 193,532
|                             |  |                |         |                     |   |               |  |                      |         |  |   |        

3.     Property and Equipment

Property and equipment consist of the following:



|                                               |  |                |        |   |      |   |        |  
|---------------------------------------------- |  | -------------- | ------ | - | ---- | - | ------ | -
|                                               |  | December 31,   |       
|                                               |  | 2006           |        |   | 2005 |  
|                                               |  | (in thousands) |       
|Computer and lab equipment                     |  | $              | 8,112  |   |      | $ | 7,079  |  
|Capitalized software                           |  |                | 547    |   |      |   | 547    |  
|Office furniture and equipment                 |  |                | 509    |   |      |   | 410    |  
|Leasehold improvements                         |  |                | 3,363  |   |      |   | 3,219  |  
|                                               |  |                |        |   |      |   |        |  
|                                               |  |                | 12,531 |   |      |   | 11,255 |  
|Less accumulated depreciation and amortization |  |                | (7,778 | ) |      |   | (6,213 | )
|                                               |  |                |        |   |      |   |        |  
|Property and equipment, net                    |  | $              | 4,753  |   |      | $ | 5,042  |  
|                                               |  |                |        |   |      |   |        |  

Property and equipment includes assets under capitalized leases at December 31, 2006 of
approximately $1.3 million and at December 31, 2005 of approximately $1.0 million. Accumulated amortization related to leased assets was approximately $1.0 million and $920,000 at December 31, 2006 and 2005. We have $547,000 of computer
software costs of which approximately $243,000 was amortized as of December 31, 2006.



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4.     Commitments

Capital Leases and Loans

At December 31, 2006, there were no draws available under our Master
Lease and Master Security credit facilities which had a maximum borrowing capacity of $2.5 million. The lease and credit facilities, secured by equipment and tenant improvements and bearing interest rates between 4.3% and 11.5%, were fully utilized
by the end of 2003. Pursuant to the terms of these credit facilities, we are required to maintain a balance of cash and investments of at least $20.5 million. In the event our cash and investments balance falls below $20.5 million, we are
obligated to provide the lessor with a continuing irrevocable letter of credit from a financial institution acceptable to the lessor in an amount equal to 100% of the outstanding balance of all indebtedness and loans. At December 31, 2006, we
were in compliance with the financial covenants.

At December 31, 2006, draws under our Loan and Security Agreement credit facility
totaled approximately $1.5 million, bearing interest rates between 5.91% and 6.98%. The credit facility was fully utilized as of July 2004. Pursuant to the terms of the credit facility, we are required to maintain a balance of cash and investments
with the lender of at least $5.0 million. At December 31, 2006, we were in compliance with this financial requirement.

As of
December 31, 2006, future payments of principal and interest under capital leases and loans approximate $509,000.

Operating Leases

We lease our research and office facility of approximately 92,000 square feet located at 3165 Porter Drive in Palo Alto, California. The term of the
lease is approximately 11.5 years, commencing in January 2003 and terminating in May 2014. We have the option to extend the lease term for an additional term of five years. Under the terms of this lease, the lessor agreed to finance up to $5.0
million in leasehold improvements to be made to the facility. Our financial commitment for the full term of the Palo Alto lease is approximately $39.1 million, which includes repayment, over a period of 10 years, of $3.0 million of the total $5.0
million in leasehold improvements financed by the lessor. Under the original terms of the agreement the remaining $2.0 million in leasehold improvements financed by the lessor would be payable, subject to certain extension provisions, in a balloon
payment at the commencement of the third year of the lease. Prior to this balloon payment, interest only payments were payable monthly on the outstanding balance of the remaining $2.0 million in leasehold improvements financed by the lessor. In
January 2005, we renegotiated the payment term for the remaining $2 million balloon payment. The lessor agreed to amortize the amount owed at an interest rate of 6% over twelve months with equal monthly payments of principal and interest of
approximately $172,000 through December 31, 2005. All amounts owed related to the remaining $2.0 million have been paid in full as of December 31, 2005. Pursuant to the terms of the lease, we are required to maintain a security deposit, in
the form of a letter of credit equal to approximately $1.3 million. This letter of credit must be secured by either a deposit account or a securities account and at December 31, 2006, the security deposit is in the form of securities that are
classified in the balance sheet as restricted investments. This collateral account is managed in accordance with our investment policy, and is restricted as to withdrawal.

We also have office equipment leases of approximately $154,000 with terms ranging from 36 months to 60 months.



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Future minimum rental payments under our non-cancelable operating leases as of December 31, 2006 are
as follows:



|                          |  |                  |       
|------------------------- |  | ---------------- | ------
|                          |  | Operating Leases
|                          |  | (in thousands)  
|Years ending December 31, |  |                  |       
|2007                      |  | $                | 3,417 
|2008                      |  |                  | 3,496 
|2009                      |  |                  | 3,588 
|2010                      |  |                  | 3,696 
|2011                      |  |                  | 3,808 
|Thereafter                |  |                  | 9,002 
|                          |  |                  |       
|Total                     |  | $                | 27,007
|                          |  |                  |       

Rent expense under operating leases was approximately $3.6 million in 2006 and 2005 and $3.3
million in 2004.

5.     Stockholders Equity

Stockholder Rights Plan

In October 2001, our Board of Directors approved the adoption of a
Stockholder Rights Plan, which provided for the distribution of one preferred share purchase right (a Right) for each outstanding share of common stock of the Company. The dividend was paid on November 14, 2001 to the stockholders
of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the Preferred Shares), at a
price of $90.00 per one one-hundredth of a Preferred Share (the Purchase Price), subject to adjustment. The Rights will be exercisable the earlier of (i) the date of a public announcement that a person, entity or group of affiliated
or associated persons have acquired beneficial ownership of 20% or more of the outstanding common shares (an Acquiring Person), or (ii) ten business days (or such later date as may be determined by action of the Board of Directors
prior to such time as any person or entity becomes an Acquiring Person) following the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person or entity
becoming an Acquiring Person. In May 2006, we amended the stockholder rights plan to exclude Eastbourne Capital Management, L.L.C., or Eastbourne, and certain related persons and entities from the definition of Acquiring Person so long as neither
Eastbourne nor its affiliates or associates, either individually or in the aggregate, becomes the beneficial owner of 25% or more of the common stock then outstanding. On December 11, 2006, the plan was further amended to increase this
threshold to 30%.

In the event that any person, entity or group of affiliated or associated persons become an Acquiring Person, each
holder of a Right will have the right to receive, upon exercise, the number of common shares having a market value of two times the exercise price of the Right. In the event that the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold to an Acquiring Person, its associates or affiliates or certain other persons in which such persons have an interest, each holder of a Right will have the right to
receive, upon the exercise at the then-current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right.
At any time after an Acquiring Person becomes an Acquiring Person and prior to the acquisition by such Acquiring Person of 50% or more of the outstanding common shares, the Board of Directors of the Company may exchange the Rights (other than Rights
owned by such person or group which have become void), in whole or in part, at an exchange ratio of one common share, or one one-hundredth of a Preferred Share, per Right (or, at the election of the Company, the Company may issue cash, debt, stock
or a combination thereof in exchange for the Rights), subject to adjustment. The Rights will expire on November 14, 2011, unless redeemed or exchanged by the Company.



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2000 Equity Incentive Plan

In March 2000, we adopted the 2000 Equity Incentive Plan (the 2000 Plan) and reserved 2,000,000 shares of Telik common stock for issuance under the 2000 Plan. In addition the 2000 Plan provides for annual
increases in the number of shares available for issuance under the 2000 Plan beginning January 1, 2001. The number of additional shares to be reserved automatically will be equal to the lesser of 1,500,000 shares, 5% of the outstanding shares
on the date of the annual increase or such amount as may be determined by the Board of Directors. Options granted under the 2000 Plan may be either incentive stock options (ISOs) or nonstatutory stock options (NSOs). For ISOs
and NSOs, the option price shall be at least 100% and 85%, respectively, of the closing price of our common stock on the date of the grant, or in the event there is no public market for the common stock, of the fair value on the date of the grant,
as determined by the board of directors. If, at any time we grant an option, and the optionee directly or by attribution owns stock possessing more than 10% of the total combined voting power of all classes of stock of Telik, the option price shall
be at least 110% of the fair value and shall not be exercisable more than five years after the date of grant. Options generally vest over a period of four years from the date of grant. Options granted under the 2000 Plan expire no later than 10
years from the date of grant.

2000 Non-Employee Directors Stock Option Plan

In March 2000, we adopted the 2000 Non-Employee Directors Stock Option Plan (the Directors Plan) and reserved a total of 300,000
shares of common stock for issuance thereunder. In May 2006 our stockholders approved an increase in the number of shares of common stock authorized for issuance under the Directors Plan by an additional 300,000 shares. Each non-employee
director at the initial public offering date was granted a NSO to purchase 20,000 shares of common stock, and each non-employee director who subsequently becomes a director of Telik will be automatically granted a NSO to purchase 20,000 shares of
common stock on the date on which such person first becomes a director. Upon the day immediately following each annual stockholder meeting each non-employee director will automatically be granted a NSO to purchase 5,000 shares of common stock or an
option to purchase an amount of shares prorated for the part of the year served as non-employee director. The exercise price of options under the Directors Plan will be equal to the fair market value of the common stock on the date of grant.
The maximum term of the options granted under the Directors Plan is ten years. All grants under the Directors Plan will vest over a period of four years from date of grant, one fourth vesting one year after the date of the grant and
thereafter the balance vesting monthly. The Directors Plan will terminate in March 2010 unless terminated earlier in accordance with the provisions of the Directors Plan.

2000 Employee Stock Purchase Plan

In March 2000, we adopted the 2000 Employee Stock Purchase Plan
(the Purchase Plan). We reserved a total of 250,000 shares of our common stock for issuance under the Purchase Plan. In addition, the Purchase Plan provides for annual increases in the number of shares available for issuance under the
Purchase Plan beginning January 1, 2001. The number of additional shares to be reserved automatically will be equal to the lesser of 150,000 shares, 1% of the outstanding shares on the date of the annual increase or such amount as may be
determined by the Board of Directors. The Purchase Plan permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. The price at which the stock is purchased is equal to the lower of
85% of the fair market value of the common stock on the first day of the offering or 85% of the fair market value of our common stock on the purchase date. The initial offering period commenced on the effective date of the initial public offering,
August 11, 2000. The weighted average per share fair value for shares purchased under our Purchase Plan during 2006, 2005 and 2004 were $6.25, $8.25 and $6.36.

1996 Stock Option Plan

The 1996 Stock Option Plan (the 1996 Plan) was adopted in April
1996. The terms are similar to the 2000 Plan. At December 31, 2006, 2005 and 2004, 1,064,046, 1,186,368 and 1,199,665 options were outstanding



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under the 1996 Plan. The 1996 Plan was terminated upon our initial public offering and no new options can be granted under this plan. The termination of the
1996 Plan had no effect upon outstanding options under the plan.

Stock Option Plan Activity Summary

A summary of activity under our stock option plans through December 31, 2006 is as follows:



|                                 |  |                           |   |  |                             |   |  |                                       |       |                                                    |      |                                         |   |      
|-------------------------------- |  | ------------------------- | - |  | --------------------------- | - |  | ------------------------------------- | ----- | -------------------------------------------------- | ---- | --------------------------------------- | - | -----
|                                 |  | SharesAvailable for Grant |   |  | Number ofOptionsOutstanding |   |  | Weightedaverageexerciseprice pershare |       | Weightedaverageremainingcontractualterm (in years) |      | Aggregateintrinsic value (in thousands)
|Balance, December 31, 2003       |  | 1,941,606                 |   |  | 5,297,010                   |   |  | $                                     | 8.99  |                                                    |      |                                         |   |      
|Authorized                       |  | 1,500,000                 |   |  |                            |   |  |                                       |      |                                                    |      |                                         |   |      
|Granted                          |  | (2,550,500                | ) |  | 2,550,500                   |   |  | $                                     | 21.45 |                                                    |      |                                         |   |      
|Exercised                        |  |                          |   |  | (157,461                    | ) |  | $                                     | 5.50  |                                                    |      |                                         |   |      
|Cancelled                        |  | 216,705                   |   |  | (216,705                    | ) |  | $                                     | 18.32 |                                                    |      |                                         |   |      
|                                 |  |                           |   |  |                             |   |  |                                       |       |                                                    |      |                                         |   |      
|Balance, December 31, 2004       |  | 1,107,811                 |   |  | 7,473,344                   |   |  | $                                     | 13.04 |                                                    |      |                                         |   |      
|Authorized                       |  | 1,500,000                 |   |  |                            |   |  |                                       |      |                                                    |      |                                         |   |      
|Granted                          |  | (1,250,000                | ) |  | 1,250,000                   |   |  | $                                     | 17.06 |                                                    |      |                                         |   |      
|Exercised                        |  |                          |   |  | (67,144                     | ) |  | $                                     | 7.46  |                                                    |      |                                         |   |      
|Cancelled                        |  | 190,551                   |   |  | (190,551                    | ) |  | $                                     | 19.02 |                                                    |      |                                         |   |      
|                                 |  |                           |   |  |                             |   |  |                                       |       |                                                    |      |                                         |   |      
|Balance, December 31, 2005       |  | 1,548,362                 |   |  | 8,465,649                   |   |  | $                                     | 13.55 |                                                    |      |                                         |   |      
|Authorized                       |  | 1,800,000                 |   |  |                            |   |  |                                       |      |                                                    |      |                                         |   |      
|Granted                          |  | (1,176,000                | ) |  | 1,176,000                   |   |  | $                                     | 19.16 |                                                    |      |                                         |   |      
|Exercised                        |  |                          |   |  | (261,316                    | ) |  | $                                     | 6.98  |                                                    |      |                                         |   |      
|Forfeited or expired             |  | 225,709                   |   |  | (225,709                    | ) |  | $                                     | 19.12 |                                                    |      |                                         |   |      
|                                 |  |                           |   |  |                             |   |  |                                       |       |                                                    |      |                                         |   |      
|Outstanding at December 31, 2006 |  | 2,398,071                 |   |  | 9,154,624                   |   |  | $                                     | 14.32 |                                                    | 6.34 |                                         | $ | 3,130
|                                 |  |                           |   |  |                             |   |  |                                       |       |                                                    |      |                                         |   |      
|Exercisable at December 31, 2006 |  |                           |   |  | 6,109,470                   |   |  | $                                     | 12.02 |                                                    | 5.30 |                                         | $ | 3,130
|                                 |  |                           |   |  |                             |   |  |                                       |       |                                                    |      |                                         |   |      
|Exercisable at December 31, 2005 |  |                           |   |  | 4,573,790                   |   |  | $                                     | 8.89  |                                                    |      |                                         |   |      
|                                 |  |                           |   |  |                             |   |  |                                       |       |                                                    |      |                                         |   |      
|Exercisable at December 31, 2004 |  |                           |   |  | 3,325,759                   |   |  | $                                     | 6.94  |                                                    |      |                                         |   |      
|                                 |  |                           |   |  |                             |   |  |                                       |       |                                                    |      |                                         |   |      

The weighted-average fair value of options granted during 2006, 2005 and 2004 was $12.14, $10.01
and $12.96. The total intrinsic value of options exercised during the years ended December 31, 2006, 2005 and 2004 were $3.0 million, $615,000 and $2.5 million. The total fair value of shares vested during the years ended December 31,
2006, 2005 and 2004 was $22.0 million, $11.8 million and $8.4 million.



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The following table summarizes information about the stock options outstanding at December 31, 2006
(in thousands, except years and per-share amounts):



|                        |  |                     |  |                                                     |  |                                       |       |                         |   |                 |  |                                       |  |                         |       |  |   |      
|----------------------- |  | ------------------- |  | --------------------------------------------------- |  | ------------------------------------- | ----- | ----------------------- | - | --------------- |  | ------------------------------------- |  | ----------------------- | ----- |  | - | -----
|                        |  | Options Outstanding |  | Options Exercisable                                
|Range of Exercise Price |  | Number ofShares     |  | Weighted AverageRemainingContractual Life(in years) |  | WeightedAverageExercisePrice perShare |       | AggregateIntrinsicValue |   | Number ofShares |  | WeightedAverageExercisePrice perShare |  | AggregateIntrinsicValue
|$  1.60  $  2.00       |  | 1,064               |  | 1.87                                                |  | $                                     | 1.66  |                         | $ | 2,950           |  | 1,064                                 |  | $                       | 1.66  |  | $ | 2,950
|$  3.81  $  7.21       |  | 488                 |  | 4.30                                                |  | $                                     | 5.20  |                         |   | 178             |  | 488                                   |  | $                       | 5.20  |  |   | 178  
|$  8.25  $11.00        |  | 1,529               |  | 4.94                                                |  | $                                     | 10.14 |                         |   |                |  | 1,529                                 |  | $                       | 10.14 |  |   |     
|$11.10  $16.02         |  | 1,500               |  | 6.34                                                |  | $                                     | 12.84 |                         |   |                |  | 1,252                                 |  | $                       | 12.47 |  |   |     
|$16.05  $18.86         |  | 1,920               |  | 8.35                                                |  | $                                     | 18.03 |                         |   |                |  | 643                                   |  | $                       | 18.68 |  |   |     
|$18.87  $23.76         |  | 1,628               |  | 8.39                                                |  | $                                     | 20.02 |                         |   |                |  | 386                                   |  | $                       | 20.50 |  |   |     
|$24.13  $29.04         |  | 1,026               |  | 7.06                                                |  | $                                     | 24.19 |                         |   |                |  | 747                                   |  | $                       | 24.18 |  |   |     
|                        |  |                     |  |                                                     |  |                                       |       |                         |   |                 |  |                                       |  |                         |       |  |   |      
|$  1.60  $29.04        |  | 9,155               |  | 6.34                                                |  | $                                     | 14.32 |                         | $ | 3,128           |  | 6,109                                 |  | $                       | 12.02 |  | $ | 3,128
|                        |  |                     |  |                                                     |  |                                       |       |                         |   |                 |  |                                       |  |                         |       |  |   |      

Reserved Shares

At December 31, 2006, shares of common stock reserved for future issuance is as follows:



|                                               |  |           
|---------------------------------------------- |  | ----------
|1996 Stock option plan                         |  | 1,064,046 
|2000 Equity incentive plan                     |  | 9,937,190 
|2000 Non-employee directors stock option plan |  | 551,459   
|2000 Employee stock purchase plan              |  | 669,735   
|                                               |  |           
|                                               |  | 12,222,430
|                                               |  |           

6.     Income Taxes

We have incurred net losses since inception and, consequently, have not recorded any U.S. federal and state income taxes. Deferred income taxes reflect
the net tax effects of net operating loss and tax credit carryovers and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant
components of our deferred tax assets are as follows:



|                                 |  |                |          |   |      |   |          |  
|-------------------------------- |  | -------------- | -------- | - | ---- | - | -------- | -
|                                 |  | December 31,   |         
|                                 |  | 2006           |          |   | 2005 |  
|                                 |  | (in thousands) |         
|Deferred tax assets              |  |                |          |   |      |   |          |  
|Net operating loss carryforwards |  | $              | 128,186  |   |      | $ | 105,464  |  
|Tax credits carryforwards        |  |                | 30,004   |   |      |   | 24,317   |  
|Capitalized research expenses    |  |                | 11,540   |   |      |   | 9,228    |  
|Other                            |  |                | 4,739    |   |      |   | 803      |  
|                                 |  |                |          |   |      |   |          |  
|Total deferred tax assets        |  |                | 174,469  |   |      |   | 139,812  |  
|Valuation allowance              |  |                | (174,469 | ) |      |   | (139,812 | )
|                                 |  |                |          |   |      |   |          |  
|Net deferred tax assets          |  | $              |         |   |      | $ |         |  
|                                 |  |                |          |   |      |   |          |  



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The provision for income taxes differs from the expected tax expense computed by applying the statutory
federal income tax rate to loss before taxes as follows:



|                                             |  |                          |         |   |      |   |         |      |  |   |         |  
|-------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                             |  | Years ended December 31, |        
|                                             |  | 2006                     |         |   | 2005 |   |         | 2004 | 
|                                             |  | (in thousands)           |        
|Tax at Federal statutory rate                |  | $                        | (27,067 | ) |      | $ | (25,679 | )    |  | $ | (23,737 | )
|State tax, net of federal income tax benefit |  |                          | (4,563  | ) |      |   | (4,384  | )    |  |   | (4,073  | )
|Research and development credit              |  |                          | (4,252  | ) |      |   | (4,922  | )    |  |   | (3,453  | )
|Unbenefitted losses                          |  |                          | 34,657  |   |      |   | 34,802  |      |  |   | 30,958  |  
|Other individually immaterial items          |  |                          | 1,225   |   |      |   | 183     |      |  |   | 305     |  
|                                             |  |                          |         |   |      |   |         |      |  |   |         |  
|Provision for taxes                          |  | $                        |        |   |      | $ |        |      |  | $ |        |  
|                                             |  |                          |         |   |      |   |         |      |  |   |         |  

Realization of deferred tax assets is dependent upon the generation of future taxable income, the
timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $34.7 million and $34.8 million during 2006 and 2005.

As of December 31, 2006, we had net operating loss carryforwards of approximately $356.7 million for federal and $118.5 million for state income tax
purposes. If not utilized, these carryforwards will begin to expire beginning in 2007 for federal purposes and 2007 for state purposes. Approximately $9.6 million of the federal and $7.3 million of the state net operating loss carryforwards
represents the stock option deduction arising from activity under the Companys stock option plan, the benefit of which will increase additional paid in capital when realized.

We have research credit carryforwards of approximately $20.1 million and $14.7 million for federal and state income tax purposes. If not utilized, the
federal carryforwards will expire in various amounts beginning in 2007. The state credit can be carried forward indefinitely.

The Internal
Revenue Code limits the use of net operating loss and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. In the event we have a change in ownership, utilization of the carryforwards could be
restricted.

7.     401(k) Plan

We maintain a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees over the age of 21. Participating employees may defer a portion of
their pretax earnings, up to the Internal Revenue Service annual contribution limit. We have made no employer contributions to the plan since its inception.

8.     Subsequent Event

On February 12, 2007, we announced a restructuring plan that resulted
in an immediate reduction of approximately 25% of our workforce or 38 positions. The restructuring plan follows our announcement of the preliminary results of our Phase 3 ASSIST-1, ASSIST-2 and ASSIST-3 trials for TELCYTA and is intended to reduce
our operating expenses by improving our operating efficiency through the prioritization of our development portfolio and a streamlining of our infrastructure. As a result of the restructuring plan, we expect to record a one-time restructuring charge
of approximately $1.6 million for severance costs and other charges in the quarter ending March 31, 2007. The majority of the severance payments will be paid in cash in the same period and we expect to complete the restructuring plan by the end
of the first quarter of fiscal year 2007.



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##### Table of Contents

9.     Quarterly Financial Information (unaudited)

Selected quarterly financial information is summarized below (in thousands except per share amounts):



|                                                                                |  |         |         |   |         |   |         |         |  |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |   |         |   |  |   |         |  
|------------------------------------------------------------------------------- |  | ------- | ------- | - | ------- | - | ------- | ------- |  | - | ------- | - |  | ------- | ------- | - | ------- | - | ------- | ------- |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                                |  | 2006    |         |   | 2005    |  
|Quarter ended                                                                   |  | Dec. 31 |         |   | Sep. 30 |   |         | Jun. 30 |  |   | Mar. 31 |   |  | Dec. 31 |         |   | Sep. 30 |   |         | Jun. 30 |  |   | Mar. 31 |  
|Total revenues                                                                  |  | $       |        |   |         | $ |        |         |  | $ |        |   |  | $       |        |   |         | $ |        |         |  | $ |        |   |  | $ |        |   |  | $ | 19      |  
|Operating costs and expenses:                                                   |  |         |         |   |         |   |         |         |  |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |   |         |   |  |   |         |  
|Research and development                                                        |  |         | 16,341  |   |         |   | 18,487  |         |  |   | 19,036  |   |  |         | 17,658  |   |         |   | 15,487  |         |  |   | 17,057  |   |  |   | 19,656  |   |  |   | 19,145  |  
|General and administrative                                                      |  |         | 3,156   |   |         |   | 4,063   |         |  |   | 4,560   |   |  |         | 4,509   |   |         |   | 2,744   |         |  |   | 2,772   |   |  |   | 3,129   |   |  |   | 2,633   |  
|                                                                                |  |         |         |   |         |   |         |         |  |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |   |         |   |  |   |         |  
|Total operating costs and expenses                                              |  |         | 19,497  |   |         |   | 22,550  |         |  |   | 23,596  |   |  |         | 22,167  |   |         |   | 18,231  |         |  |   | 19,829  |   |  |   | 22,785  |   |  |   | 21,778  |  
|                                                                                |  |         |         |   |         |   |         |         |  |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |   |         |   |  |   |         |  
|Loss from operations                                                            |  |         | (19,497 | ) |         |   | (22,550 | )       |  |   | (23,596 | ) |  |         | (22,167 | ) |         |   | (18,231 | )       |  |   | (19,829 | ) |  |   | (22,785 | ) |  |   | (21,759 | )
|Interest income, net                                                            |  |         | 1,922   |   |         |   | 2,077   |         |  |   | 2,096   |   |  |         | 2,091   |   |         |   | 1,992   |         |  |   | 1,901   |   |  |   | 1,834   |   |  |   | 1,335   |  
|                                                                                |  |         |         |   |         |   |         |         |  |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |   |         |   |  |   |         |  
|Net loss                                                                        |  | $       | (17,575 | ) |         | $ | (20,473 | )       |  | $ | (21,500 | ) |  | $       | (20,076 | ) |         | $ | (16,239 | )       |  | $ | (17,928 | ) |  | $ | (20,951 | ) |  | $ | (20,424 | )
|                                                                                |  |         |         |   |         |   |         |         |  |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |   |         |   |  |   |         |  
|Net loss per share, basic and diluted (1)                                       |  | $       | (0.34   | ) |         | $ | (0.39   | )       |  | $ | (0.41   | ) |  | $       | (0.38   | ) |         | $ | (0.31   | )       |  | $ | (0.34   | ) |  | $ | (0.40   | ) |  | $ | (0.42   | )
|Weighted average shares used in computing net loss per share, basic and diluted |  |         | 52,362  |   |         |   | 52,303  |         |  |   | 52,255  |   |  |         | 52,162  |   |         |   | 52,028  |         |  |   | 51,995  |   |  |   | 51,964  |   |  |   | 48,966  |  

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|(1) |  | Net loss per share for each quarter are calculated as a discrete period; the sum of four quarters may not equal the calculated full year amount
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