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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, 2003                                             
|  | 
|  |  | 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, including zip code, of principal executive offices)



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



Securities
registered pursuant to Section 12(b) of the Act:    None



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



Common Stock, $0.01 par value per share

(Title of Class)



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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 than 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 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. ̈



Indicate by check mark whether Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).   YES x  NO ̈



The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $432,805,000 as of June 30, 2003, based upon the closing sale price on the Nasdaq National 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 8,848,538 shares held by directors, officers and stockholders whose
ownership exceeded five percent of the Registrants outstanding Common Stock as of June 30, 2003. 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 43,646,405 shares of Registrants
Common Stock issued and outstanding as of February 27, 2004.



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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 for the
Registrants Annual Meeting of Stockholders to be held on May 14, 2004.





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TELIK, INC.

2003 ANNUAL REPORT ON FORM 10-K



TABLE OF CONTENTS



|                     |  |          |  |                                                                                       |  |     
|-------------------- |  | -------- |  | ------------------------------------------------------------------------------------- |  | ----
|                     |  |          |  |                                                                                       |  | Page
|PART I               |  |         
|                     |  |          | 
|                     |  | Item 1.  |  | Business                                                                              |  | 3   
|                     |  |          | 
|                     |  | Item 2.  |  | Properties                                                                            |  | 15  
|                     |  |          | 
|                     |  | Item 3.  |  | Legal Proceedings                                                                     |  | 15  
|                     |  |          | 
|                     |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                   |  | 15  
|                     | 
|PART II              |  |         
|                     |  |          | 
|                     |  | Item 5.  |  | Market for Registrants Common Equity and Related Stockholder Matters                 |  | 16  
|                     |  |          | 
|                     |  | Item 6.  |  | Selected Financial Data                                                               |  | 17  
|                     |  |          | 
|                     |  | Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 18  
|                     |  |          | 
|                     |  | Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 38  
|                     |  |          | 
|                     |  | Item 8.  |  | Financial Statements and Supplementary Data                                           |  | 38  
|                     |  |          | 
|                     |  | Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  |  | 38  
|                     |  |          | 
|                     |  | Item 9A. |  | Controls and Procedures                                                               |  | 38  
|                     | 
|PART III             |  |         
|                     |  |          | 
|                     |  | Item 10. |  | Directors and Executive Officers of the Registrant                                    |  | 40  
|                     |  |          | 
|                     |  | Item 11. |  | Executive Compensation                                                                |  | 40  
|                     |  |          | 
|                     |  | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 40  
|                     |  |          | 
|                     |  | Item 13. |  | Certain Relationships and Related Transactions                                        |  | 40  
|                     |  |          | 
|                     |  | Item 14. |  | Principal Accounting Fees and Services                                                |  | 40  
|                     | 
|PART IV              |  |         
|                     |  |          | 
|                     |  | Item 15. |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                      |  | 41  
|                     | 
|SIGNATURES           |  | 44      
|                     | 
|FINANCIAL STATEMENTS |  |         
|                     |  |          | 
|                     |  |          |  | Report of Ernst & Young LLP, Independent Auditors                                     |  | F-1 
|                     |  |          | 
|                     |  |          |  | Balance Sheets                                                                        |  | F-2 
|                     |  |          | 
|                     |  |          |  | Statements of Operations                                                              |  | F-3 
|                     |  |          | 
|                     |  |          |  | Statements of Stockholders Equity                                                    |  | F-4 
|                     |  |          | 
|                     |  |          |  | Statements of Cash Flows                                                              |  | F-5 
|                     |  |          | 
|                     |  |          |  | Notes to Financial Statements                                                         |  | F-6 



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Disclosure Regarding Forward-Looking Statements



This 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 positive interim or final results of our Phase 2 clinical 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 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 in 2003. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this report on Form 10-K. 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 7 entitled Risk Factors, and elsewhere in this report on Form 10-K. 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. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition,
we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.



Telik, the Telik logo, TRAP, TELCYTA and TELINTRA are trademarks
of Telik, Inc. All other brand names or trademarks appearing in this report on Form 10-K are the property of their respective holders.



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PART I



Item 1.    
Business.



OVERVIEW



Telik, Inc., a Delaware corporation formed in 1988, is a biopharmaceutical
company working to discover, develop and commercialize innovative small molecule drugs to treat serious diseases. Our most advanced drug development candidate is TELCYTA (TLK286), a tumor-activated small molecule cancer product candidate. We
initiated a Phase 3 registration trial of TELCYTA for the treatment of ovarian cancer in March 2003, and plan to initiate a Phase 3 registration trial of TELCYTA in non-small cell lung cancer in 2004. We are also conducting additional clinical
trials of TELCYTA in non-small cell lung, ovarian and breast cancer. TELINTRA (TLK199), our second product candidate, is in a Phase 1-2 trial in myelodysplastic syndrome, a form of pre-leukemia. We discovered our product candidates using our
proprietary drug discovery technology, TRAP, which enables the rapid and efficient discovery of small molecule product candidates. We have not obtained regulatory approval for the commercial sale of any products and we have not received any revenues
from the commercial sale of products.



TELCYTA, our lead cancer
product candidate, is a small molecule tumor-activated cancer product candidate that we are evaluating for the treatment of cancers that are resistant to standard chemotherapy drugs. TELCYTA 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 single agent antitumor activity in Phase 2
trials in refractory or resistant ovarian, non-small cell lung, breast and colorectal cancer. In addition to these Phase 2 single agent trials TELCYTA is being studied in combination with standard chemotherapy agents in Phase 1-2 trials. In these
trials, TELCYTA is administered in escalating doses in combination with a standard dose of approved chemotherapy drugs. These studies consist of TELCYTA in combination with Paraplatin® in recurrent ovarian cancer, TELCYTA in combination with Doxil® in platinum refractory or resistant ovarian cancer and
TELCYTA in combination with Taxotere® in platinum
resistant non-small cell lung cancer. Positive interim results from these trials were presented at the annual meeting of the American Society of Clinical Oncology in June 2003 and at the American Association for Cancer ResearchNational Cancer
InstituteEuropean Organization for Research and Treatment of Cancer, or AACR-NCI-EORTC, Molecular Targets and Cancer Therapeutics Conference in November 2003.



We initiated a Phase 3 registration trial of TELCYTA for the treatment of ovarian cancer in March 2003. We plan to initiate
a Phase 3 registration trial of TELCYTA in non-small cell lung cancer in 2004. We have completed a Special Protocol Assessment review by the U.S. Food and Drug Administration (FDA) and have received Fast Track designation for both
trials. We have retained worldwide commercialization rights for TELCYTA.



TELINTRA, our second cancer product candidate, is a small molecule bone marrow stimulant that we are developing for the treatment of blood disorders associated with low blood cell levels, such as neutropenia or
anemia. Neutropenia and anemia are associated with myelodysplastic syndrome, or MDS, a form of pre-leukemia for which there is no approved therapy. Neutropenia is also a toxic side effect of cancer chemotherapy. TELINTRA activates signaling pathways
that lead to the growth and differentiation of blood cells. In preclinical tests, TELINTRA has been shown to stimulate white blood cell production. This effect may provide the basis for the treatment of MDS and other conditions associated with low
blood cell production with TELINTRA. We initiated a Phase 1-2 clinical trial in MDS in April 2002. Interim results presented at the American Association of Cancer Research meeting in April 2003 and at the American Society of Hematology in December
2003 showed positive effects in patients with MDS. We have retained worldwide commercialization rights for TELINTRA.



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Our next product candidate may be selected from our ongoing discovery research programs and our
collaborators with leading cancer centers. These include compounds intended to activate the insulin receptors intended for the treatment of diabetes, inhibitors of GST, Raf kinase and other enzymes that we believe are critical to the growth of
cancer cells and intended for the treatment of cancer, as well as MCP-1 inhibitors that have potential for the treatment of inflammatory diseases.



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. 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 active against disease-related protein targets much faster than with alternative technologies.



Our Strategy



Our goal is to become a leading pharmaceutical company focused on discovering, developing and commercializing innovative small molecule drugs to treat
serious diseases including cancer, diabetes 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, diabetes
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 those inside the cell.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Retain commercial rights to our product candidates.    We plan to seek to retain significant commercial rights to our product candidates by conducting
clinical development activities at least through initial proof of efficacy in humans. Since the development process for cancer drugs is relatively short and well defined, the cost and time required to bring new drugs to market is significantly less
than that required for other therapeutic categories, permitting us to retain commercialization rights through completion of clinical trials. In disease areas that require larger and longer clinical trials, such as diabetes, we plan to share the
risks and costs of development by partnering these programs before completion of registration trials, which we expect may require granting commercialization rights to our collaborators.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our goal is to develop and commercialize our cancer product candidates in North America. We believe that the hospital-based cancer market in the United States is readily accessible
by a limited sales and marketing presence due to the concentrated market of prescribing physicians coupled with the substantial unmet therapeutic needs. As appropriate, we will seek to establish collaborations with multinational pharmaceutical
companies to assist in the commercialization of our product candidates.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 will 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 have used and plan to continue to use this platform to provide a pipeline of future product development candidates generated internally or through collaborations. For
example, through a collaboration with the University of Arizona Cancer Center, we are applying TRAP to identify novel
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | compounds active against a wide range of potential cancer targets. We plan to secure additional academic partners for the use of TRAP technology. We also
have entered into corporate collaborations, most recently with Hoffman-La Roche Inc. to assist our partners in identifying product candidates for promising therapeutic targets.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Product Candidate Pipeline Summary



We have concentrated our efforts in three therapeutic areas: cancer,
diabetes and inflammatory diseases. We periodically reevaluate and prioritize our research programs. The following table summarizes key information about our current product candidate pipeline:



|                                                         |  |  |                                                                                                                                                         |  |  |                                                                                                                        |  |  |                                                         
|-------------------------------------------------------- |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---------------------------------------------------------------------------------------------------------------------- |  |  | --------------------------------------------------------
|                                                        
|Product Candidate                                        |  |  | Clinical Indication                                                                                                                                     |  |  | Development Status                                                                                                     |  |  | Commercialization Rights                                
|                                                        
|Clinical                                                 |  |  |                                                                                                                                                         |  |  |                                                                                                                        |  |  |                                                         
|                                                        
|TELCYTA(TLK286) Tumor-activated cancer product candidate |  |  | Ovarian cancer Non-small cell lung
cancer Ovarian cancer Non-small cell lung cancer Colorectal cancer Breast cancer Ovarian cancer (Doxil® combination) |  |  | Phase 3on going Phase
3planned Phase 2completed Phase
2completed Phase 2completed Phase
2ongoing Phase 2ongoing |  |  | Worldwide                                               
|                                                         |  |  | Ovarian cancer (Paraplatin®) combination)                                                                                                               |  |  | Phase 1-2ongoing                                                                                                      |  |  |                                                         
|                                                         |  |  | Non-small cell lung cancer (Taxotere® combination)                                                                                                      |  |  | Phase 2ongoing                                                                                                        |  |  |                                                         
|                                                        
|TELINTRA(TLK199) Bone marrow stimulant                   |  |  | MDS                                                                                                                                                     |  |  | Phase 1-2ongoing                                                                                                      |  |  | Worldwide                                               
|                                                        
|Preclinical                                              |  |  |                                                                                                                                                         |  |  |                                                                                                                        |  |  |                                                         
|                                                        
|GST inhibitor                                            |  |  | Cancer                                                                                                                                                  |  |  | Small molecule inhibitors discovered                                                                                   |  |  | Worldwide                                               
|                                                        
|Raf kinase inhibitor                                     |  |  | Cancer                                                                                                                                                  |  |  | Small molecule inhibitors discovered                                                                                   |  |  | Worldwide                                               
|                                                        
|Aurora kinase inhibitor                                  |  |  | Cancer                                                                                                                                                  |  |  | Small molecule inhibitors discovered                                                                                   |  |  | Worldwide                                               
|                                                        
|DNA methyl transferase inhibitor                         |  |  | Cancer                                                                                                                                                  |  |  | Small molecule inhibitors discovered                                                                                   |  |  | Worldwide                                               
|                                                        
|PARG (Poly(ADP-ribose) Glycohydrolase)                   |  |  | Cancer                                                                                                                                                  |  |  | Small molecule inhibitors discovered                                                                                   |  |  | Worldwide                                               
|                                                        
|IGF-1 inhibitor                                          |  |  | Cancer                                                                                                                                                  |  |  | Small molecule inhibitors discovered                                                                                   |  |  | Worldwide                                               
|                                                        
|Insulin receptor activators                              |  |  | Type 2 diabetes                                                                                                                                         |  |  | Preclinical and safety assessment ongoing                                                                              |  |  | Worldwide except Japan and certain other Asian countries
|                                                        
|MCP-1 antagonist                                         |  |  | Rheumatoid arthritis, asthma, atherosclerosis, multiple sclerosis, inflammatory bowel disease, cancer                                                   |  |  | Preclinical and safety assessment ongoing                                                                              |  |  | North and South America and joint in Europe             
|                                                        



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Product Candidates



Our two most advanced product candidates are for cancer treatment. We are developing TELCYTA initially for the treatment of chemotherapy-resistant
cancers. We initiated a Phase 3 registration trial of TELCYTA for the treatment of ovarian cancer in March 2003 and plan to initiate a Phase 3 registration trial of TELCYTA in non-small cell lung cancer in 2004. We are developing TELINTRA for the
treatment of low white blood cell levels found in MDS, a form of pre-leukemia, as well as a toxic side effect of conventional chemotherapy characterized by depletion of white blood cells. We have ongoing a Phase 1-2 clinical trial in MDS and interim
results reported in 2003 showed positive effects in patients. We have a pipeline of preclinical product candidates and discovery research programs that are in various stages of development. We are continuously evaluating and prioritizing these
programs to assess their potential for successful clinical development.



Product Development Programs



Cancer



Our two most advanced product candidates, TELCYTA and
TELINTRA, are being developed to treat serious 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 2003 Cancer Facts and
Figures. The five-year survival rates for patients with cancers that have spread from their 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 product candidate we are initially developing for the treatment of cancers that have resisted standard chemotherapeutic drugs as well as experimental agents. 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 initiates a series of events in a cell that are responsible for the deactivation of a variety of drugs and
toxins and their subsequent removal from the body. In a person with a cancer, GST also functions to break down chemotherapeutic drugs administered for treatment. If a persons cancer has increased GST levels, either initially or following
exposure to some chemotherapeutic drugs, GST will limit the effectiveness of treatment by breaking down the chemotherapeutic drug before it can kill cancer cells.



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 utilizing the same mechanism that normally deactivates chemotherapeutic drugs, which results in cell death through a
process called apoptosis.



TELCYTA has been evaluated in
multiple clinical trials. Results from these trials indicate that TELCYTA is generally well-tolerated, with mostly mild to moderate side effects, particularly when compared to the side effects and toxicities of standard chemotherapeutic drugs. This
tolerability profile may be an important clinical advantage for TELCYTA. Since combination drug regimens are commonly used in cancer treatment, the tolerability profile of TELCYTA and its lack of overlapping toxicities with standard chemotherapeutic
drugs suggest TELCYTA may be well suited for inclusion into combination chemotherapy regimens.



We initiated the first Phase 3 registration trial with TELCYTA in chemotherapy resistant ovarian cancer. We expect to initiate a Phase 3 registration trial of TELCYTA in non-small cell lung cancer in 2004.



In June 2003, at the American Society of Clinical Oncology annual meeting,
we announced positive interim results from the multicenter Phase 2 trials of TELCYTA in ovarian, non-small cell lung and breast cancer. In the ovarian cancer trial, the non-small cell lung cancer trial and breast cancer trial, TELCYTA demonstrated
significant single agent antitumor activity, including multiple objective tumor responses and prolongation of



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expected survival in patients who were unresponsive to standard treatments. The results of the ovarian cancer trial and the non-small cell lung cancer trial
were similar to those observed in previous Phase 2 trials we reported at the American Society of Clinical Oncology annual meeting in May 2002.



We have ongoing Phase 1-2 trials testing TELCYTA in combination with standard chemotherapeutic drugs, including Paraplatin in recurrent ovarian cancer,
TELCYTA in combination with Doxil in platinum refractory or resistant ovarian cancer and TELCYTA in combination with Taxotere in platinum resistant non-small cell lung cancer. In November 2003, at the AACR-NCI-EORTC Molecular Targets and Cancer
Therapeutics Conference in Boston, we announced positive interim results in all three trials, including multiple objective tumor responses as well as the absence of unanticipated toxicities.



TELINTRABone marrow stimulant



TELINTRA is a small molecule product candidate that we believe has the
potential to increase white 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 capable of fighting infection. 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 white blood cell levels are also found in a number of pre-leukemic conditions, such as MDS, that may require treatment to prevent infections.



Granulocyte colony stimulating factor, or G-CSF, is the current standard
therapy for the treatment of neutropenia, since it accelerates the recovery of white blood cells to a normal level. G-CSF acts by binding to a receptor protein on the surface of the cell and activating a signaling pathway within the cell. This
signal causes white blood cells in the bone marrow to divide and mature, increasing the number of white cells in the blood capable of fighting infection. Evidence from our preclinical studies suggests that TELINTRA acts upon the same signaling
pathway that is activated by G-CSF.



Our Phase 1-2 trial in
patients with MDS is ongoing and has not identified a dose limiting toxicity. MDS is a disease characterized by defects in the blood producing cells of the bone marrow, in which low white blood cell levels occur and patients are at risk of serious
infections. MDS is a pre-leukemic condition and the current treatments for MDS, including antibiotics, growth factors and bone marrow transplantation, remain unsatisfactory. This clinical trial, which is anticipated to enroll approximately 35
patients, will establish the safety, dose limiting toxicities and maximum tolerated dose of TELINTRA. Once the maximum tolerated dose or the optimal biologic dose is determined, the subsequent stage of the study will evaluate the safety and efficacy
of TELINTRA in the treatment of the low white blood cell levels associated with this disorder. We presented positive interim data at the annual meeting of the American Association for Cancer Research in April 2003 and at the American Society of
Hematology annual meeting in December 2003.



TELINTRA is
expected to offer the advantages of a small molecule drug over a therapeutic protein, including ease of manufacturing and the potential for oral administration. The low cost of production and potential oral availability of TELINTRA may allow us to
offer a product that is an attractive compound to the current market for drugs that stimulate the production of white blood cells. We have retained worldwide commercial rights to TELINTRA. At the appropriate time, we intend to select collaborators
with capabilities in development, sales and marketing.



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, diabetes 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



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a given disease. We are continually evaluating and prioritizing our early stage programs. We retain worldwide commercialization rights for all of our
preclinical candidates except MCP-1, for which we retain rights in North and South America while sharing rights in Europe and for the insulin receptor activators for which we have licensed commercial rights in Japan and certain other Asian
countries.



Insulin receptor activators



Diabetes is a major health problem and is a leading cause of serious
coronary disease, adult blindness, lower limb amputations and serious kidney disease. Adult onset, or Type 2 diabetes, results from the decreased ability of insulin, a hormone that regulates blood sugar levels, to activate its protein receptor and
lower blood glucose levels. There remains an acute need for new agents with a novel mechanism of action, alone or in combination with already approved drugs, to increase the control of blood sugar, decrease long-term complications and help delay the
need of Type 2 diabetics for insulin injections.



Using our
TRAP technology, we have discovered a proprietary family of small molecule product candidates that bind to the insulin receptor and, like insulin, cause the receptor to activate and initiate a sequence of events called insulin signaling that lowers
sugar levels in the blood by facilitating the entry of sugar into muscle and liver cells, where it is metabolized. Results from animal models of diabetes suggest that these compounds may allow more sensitive control of blood sugar levels and may
delay the need for insulin treatment.



Our collaborator, Sanwa,
has commercialization rights in Japan and certain other countries in Asia. We have retained commercialization rights in the rest of the world. Because the development of diabetes drugs is longer and more expensive than for cancer drugs, we intend to
share the risks and costs of development by partnering this program before completion of registration trials, which we expect will require granting commercialization rights to additional collaborators.



GST inhibitor



As part of our ongoing program in GST from which we have identified both of
our lead compounds, TELCYTA and TELINTRA, we have prepared and tested compounds that have new toxic fragments attached to the GST recognition site. Several of these compounds have shown the ability to kill human cancer cells in the laboratory. We
believe that these novel compounds leverage our GST P1-1 technology platform.



Raf kinase inhibitor



Mutations of the Ras protein are found in many types of tumors and can lead to abnormal activation of the Raf kinase pathway, resulting in an increase in cancer cell proliferation. Inhibition of Raf kinase activity can lead to the
inhibition of tumor growth. We have identified small molecule inhibitors of the Raf kinase pathway.



Aurora kinase inhibitor



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.



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.





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PARG (Poly(ADP-ribose) Glycohydrolase) inhibitor



DNA damage in cells can lead to cancer. DNA is repaired by a process that
often involves the transient modification of proteins by the enzyme PARG. Inhibitors of PARG, such as those we have identified in collaboration with the Arizona Cancer Center, may block DNA repair and lead to death of cancer cells.



IGF-1 receptor inhibitor



Using our TRAP technology, we have identified small molecules that
selectively inhibit protein targets that are thought to be important to the growth and spread of cancer. Insulin-like growth factor-1, or IGF-1, is an important target for cancer therapy. Blood levels of IGF-1 are increased in prostate cancer
patients, and increases in the amount of the IGF-1 receptor predict a poor prognosis in breast cancer. We have identified two families of small molecules that inhibit the interaction of IGF-1 with its receptor as well as the growth of cancer cells.



MCP-1 antagonists for 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.



We have exclusive commercialization rights in North America and South America. We share commercialization rights with our collaborator, Sanwa, in Europe.



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



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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 for assay those compounds that prefer
these types of interactions. 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 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, such as
diabetes.



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.



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These collaborations include the following:



Sanwa



In December 1996, we entered into a collaboration and license agreement with a Japanese pharmaceutical company, Sanwa Kagaku Kenkyusho Co., Ltd., focusing
on diabetes. We also entered into a screening services agreement with Sanwa in which we agreed to employ our proprietary TRAP technology to identify compounds that are active against biological targets identified by Sanwa. We have amended the
screening services agreement, most recently in March 2002.



Under the collaboration and related license agreements, we have received payments for certain research and development activities, and we may receive payments for achievement of specified development milestones, such as initiation of
clinical trials and submission of Sanwas request for regulatory approval, and royalties on product sales, if any, in several countries in Asia. We have received a total of $12.0 million from Sanwa under the collaboration agreement and may
receive up to an additional $10.0 million in the future should any product be successfully developed and commercialized under these collaborations. In addition to research funding, Sanwa invested an aggregate of $11.0 million in our equity
securities between 1996 and 1998.



Diabetes Collaboration
and License Agreements



The goal of our collaboration
agreement with Sanwa has been to establish a program to discover and commercialize compounds that act on the insulin signal transduction pathway and may be useful for the treatment of diabetes. In exchange for Sanwas payment of an initial fee
and provision of research funding, we employed our compound library, TRAP technology, and other drug discovery technologies to identify and optimize drug development candidates. We have completed the research portion of the collaboration.



Under a related license agreement, Sanwa has an exclusive,
royalty-bearing license to commercialize human therapeutic products arising from the collaboration in Japan, Korea, Taiwan and China. In all other countries, we have rights to commercialize products containing compounds identified in the research
collaboration, subject to obligations to Sanwa to share preclinical and clinical data. We also have an option to acquire from Sanwa a royalty-bearing license to develop and commercialize, outside the Sanwa territory, other products identified by
Sanwa arising from the collaboration. Sanwas obligation to pay royalties to us will end after the product has been sold in the relevant country for ten years or the patents in that country covering the product have expired. The collaboration
agreement and related license agreement will terminate when Sanwa no longer has any payment obligations to us. Either party may terminate either agreement at any time with notice upon material breach by the other party of its obligations. Either
party may terminate the collaboration agreement at any time that the other party becomes insolvent or bankrupt.



Screening Services Agreement



Under the screening services agreement with Sanwa we agreed to employ our proprietary TRAP technology to identify compounds that are active against
biological targets identified by Sanwa. 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 to the
screening program targets obtained from third parties. 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 rights in Japan, Korea, Taiwan and China
to commercialize the active compounds and inventions relating to compounds discovered in the collaborations. We have equivalent exclusive rights in North and South America. Elsewhere in the world, we will share with Sanwa all revenues arising from
the active compounds and related inventions. The agreement will terminate on December 20, 2006. Either party may terminate the agreement at any time with notice upon material breach by the other party of its obligations.



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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 drug 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 cancer targets.
The license agreement will continue until the expiration of the patents covering such compounds.



Hoffmann-La Roche



In March 2003, we entered into a screening and license agreement with Hoffmann-La Roche, or Roche, to 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.



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.



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               |  | 2013                 |  | 2015                     | *
|Product candidates |  |                      |  |                          |  
|TELCYTA            |  | 2013                 |  | 2014                     | *
|TELINTRA           |  | 2014                 |  | 2014                     | *

---

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



We may obtain patents for our compounds many years before we obtain marketing approval for them. We can generally apply for patent term extensions once
the 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.



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Competition



Competition in the pharmaceutical and biotechnology industries is intense. 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. 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.



Regulatory Considerations



The manufacturing and marketing of our potential products and our ongoing 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.



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, involves post-marketing surveillance and may involve ongoing 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 will 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 but 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 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.



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We and all of our contract manufacturers are required to comply with the applicable FDA current Good
Manufacturing Practice, or cGMP, regulations. Good Manufacturing Practice 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 a drug manufacturer to scale up production of adequate clinical supplies of TELINTRA in a liposomal formulation.



Since our two affiliated sources for supply of active
ingredients in TELCYTA, Organichem Corporation and Albany Molecular Research Inc., merged during 2003, we are currently dependent on a single source supply of the active ingredient and we are working to identify additional sources. We presently
depend on a single source of supply for clinical quantities of the active ingredient in TELINTRA, Bachem Corporation, and a single source of supply for a key excipient used in the formulation of TELINTRA, Lipoid GmbH. Cardinal Health, Inc. is our
sole formulator of TELCYTA and TELINTRA. While these suppliers and formulator currently meet our preclinical and clinical trial requirements, we currently do not have supply agreements with any of these entities, other than with Cardinal Health.



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 ongoing 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 $42.3 million in 2003, $30.5 million in 2002 and $18.2 million in 2001 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 44% of our research and development is
conducted internally and 56% is conducted through collaborations with third parties, including contract research organizations and consultants.



Employees



As of January 31, 2004, our workforce consisted of 106 full-time employees, 35 of whom hold PhD or MD degrees, or both, and 23 of whom hold other advanced
degrees. Of our total workforce, 79 are engaged in research and development and 27 are engaged in business development, finance and administration. None of our employees are represented by a collective bargaining agreement, nor have we experienced
work stoppages. We believe that our relations with our employees are good.



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##### Table of Contents

Available Information



Our website address is www.telik.com; however, information found on our website is not incorporated by reference into this annual report on Form
10-K. 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. Further, a copy of this annual report on
Form 10-K is located at the SECs Public Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an
internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov.



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. This facility replaced our previous research and office facility located at 750 Gateway Boulevard in South San Francisco, California, that expired in April 2003. In addition, we vacated approximately
7,000 square feet of office space located at 701 Gateway Boulevard that is leased to us until September 2004.



Item 3.    
Legal Proceedings.



We are not
currently involved in any 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, 2003.



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##### Table of Contents

PART II



Item 5.    
Market for Registrants Common Equity and Related Stockholder Matters.



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 bid information for our common stock for each quarterly period within the two most recent fiscal years.



|                                 |  |      |       |     |   |      
|-------------------------------- |  | ---- | ----- | --- | - | -----
|                                 |  | High |       | Low
|2003                             |  |      |       |     |   |      
|Quarter ended March 31, 2003     |  | $    | 13.60 |     | $ | 10.02
|Quarter ended June 30, 2003      |  | $    | 18.05 |     | $ | 12.20
|Quarter ended September 30, 2003 |  | $    | 23.25 |     | $ | 15.55
|Quarter ended December 31, 2003  |  | $    | 23.24 |     | $ | 18.91
|                                 |  |     
|2002                             |  |      |       |     |   |      
|Quarter ended March 31, 2002     |  | $    | 14.50 |     | $ | 9.00 
|Quarter ended June 30, 2002      |  | $    | 13.30 |     | $ | 8.01 
|Quarter ended September 30, 2002 |  | $    | 15.43 |     | $ | 10.30
|Quarter ended December 31, 2002  |  | $    | 16.13 |     | $ | 10.42



As of February 27,
2003 there were 123 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.



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, 2003.



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 IssuanceUnder Equity Compensation Plans (ExcludingSecurities Reflectedin Column (A) (1) |          
|Equity compensation plans approved by security holders     |  | 5,297,010                                                                                   |  | $                                                                               | 8.99 |                                                                                                                                         | 2,423,282 | (2)
|Equity compensation plans not approved by security holders |  | -0-                                                                                         |  |                                                                                 | N/A  |                                                                                                                                         | -0-       |    
|                                                           |  |                                                                                             |  |                                                                                 |      |                                                                                                                                         |           |    
|Total:                                                     |  | 5,297,010                                                                                   |  | $                                                                               | 8.99 |                                                                                                                                         | 2,423,282 | (2)
|                                                           |  |                                                                                             |  |                                                                                 |      |                                                                                                                                         |           |    

---

|(1) |  | Each year on January 1, starting 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 automatic increases 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 481,676 shares issuable under the 2000 Employee Stock Purchase Plan.
|--- |  | -----------------------------------------------------------------------------



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##### Table of Contents

Item 6.    
Selected Financial Data.



|                                                                         |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|------------------------------------------------------------------------ |  | ---------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------ | -
|                                                                         |  | Years Ended December 31,                 |        
|                                                                         |  | 2003                                     |         |   | 2002 |   |         | 2001 |  |   | 2000    |   |  | 1999 |        
|                                                                         |  | (In thousands, except per share amounts) |        
|Statement of Operations Data:                                            |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Contract revenue from collaborations:                                    |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|With related parties                                                     |  | $                                        | 417     |   |      | $ | 1,245   |      |  | $ | 1,588   |   |  | $    | 2,250   |   |  | $ | 2,000  |  
|Other                                                                    |  |                                          | 19      |   |      |   |        |      |  |   | 200     |   |  |      | 471     |   |  |   | 2,237  |  
|Other revenues                                                           |  |                                          |        |   |      |   | 42      |      |  |   | 83      |   |  |      | 75      |   |  |   |       |  
|                                                                         |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|                                                                         |  |                                          | 436     |   |      |   | 1,287   |      |  |   | 1,871   |   |  |      | 2,796   |   |  |   | 4,237  |  
|Operating costs and expenses: (a)                                        |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Research and development                                                 |  |                                          | 42,311  |   |      |   | 30,549  |      |  |   | 18,174  |   |  |      | 10,450  |   |  |   | 9,093  |  
|General and administrative                                               |  |                                          | 9,915   |   |      |   | 6,665   |      |  |   | 4,278   |   |  |      | 6,340   |   |  |   | 2,606  |  
|                                                                         |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Total operating costs and expenses                                       |  |                                          | 52,226  |   |      |   | 37,214  |      |  |   | 22,452  |   |  |      | 16,790  |   |  |   | 11,699 |  
|                                                                         |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Loss from operations                                                     |  |                                          | (51,790 | ) |      |   | (35,927 | )    |  |   | (20,581 | ) |  |      | (13,994 | ) |  |   | (7,462 | )
|Interest income, net                                                     |  |                                          | 1,148   |   |      |   | 1,145   |      |  |   | 2,015   |   |  |      | 1,437   |   |  |   | 398    |  
|                                                                         |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Net loss                                                                 |  |                                          | (50,642 | ) |      |   | (34,782 | )    |  |   | (18,566 | ) |  |      | (12,557 | ) |  |   | (7,064 | )
|Deemed dividend to preferred stockholders                                |  |                                          |        |   |      |   |        |      |  |   |        |   |  |      | (4,667  | ) |  |   |       |  
|                                                                         |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Net loss allocable to common stockholders                                |  |                                          | (50,642 | ) |      | $ | (34,782 | )    |  | $ | (18,566 | ) |  | $    | (17,224 | ) |  | $ | (7,064 | )
|                                                                         |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      |         |   |  |   |        |  
|Basic and diluted net loss per share                                     |  | $                                        | (1.38   | ) |      | $ | (1.17   | )    |  | $ | (0.77   | ) |  | $    | (1.70   | ) |  | $ | (3.21  | )
|Shares used to calculate basic and diluted net loss per share            |  |                                          | 36,812  |   |      |   | 29,786  |      |  |   | 24,030  |   |  |      | 10,128  |   |  |   | 2,204  |  
|Pro forma basic and diluted net loss per share*                          |  |                                          |         |   |      |   |         |      |  |   |         |   |  | $    | (0.94   | ) |  | $ | (0.47  | )
|Shares used to calculate pro forma basic and diluted net loss per share* |  |                                          |         |   |      |   |         |      |  |   |         |   |  |      | 18,254  |   |  |   | 14,879 |  

---

|*Note: |  | Our preferred stock was converted into common stock upon the closing of our initial public offering in August 2000. Pro forma net loss per share reflects the assumed conversion of
our preferred stock into common stock at the beginning of years 2000 and 1999.
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(a) |  | Intellectual property legal fees for the years 1999 thru 2002 have been reclassified from research and development expense to general and administrative expense to conform with our
presentation in 2003.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                                  |  |                    |          |   |      |   |          |      |  |   |         |   |  |      |         |   |  |   |         |  
|--------------------------------------------------------------------------------- |  | ------------------ | -------- | - | ---- | - | -------- | ---- |  | - | ------- | - |  | ---- | ------- | - |  | - | ------- | -
|                                                                                  |  | As of December 31, |         
|                                                                                  |  | 2003               |          |   | 2002 |   |          | 2001 |  |   | 2000    |   |  | 1999 |        
|                                                                                  |  | (In thousands)     |         
|Balance Sheet Data:                                                               |  |                    |          |   |      |   |          |      |  |   |         |   |  |      |         |   |  |   |         |  
|Cash, cash equivalents, investments and restricted investments                    |  | $                  | 201,088  |   |      | $ | 104,282  |      |  | $ | 55,174  |   |  | $    | 41,250  |   |  | $ | 7,556   |  
|Working capital                                                                   |  |                    | 172,627  |   |      |   | 89,669   |      |  |   | 48,244  |   |  |      | 37,681  |   |  |   | 3,936   |  
|Total assets                                                                      |  |                    | 208,307  |   |      |   | 108,973  |      |  |   | 57,315  |   |  |      | 42,994  |   |  |   | 9,170   |  
|Current portion of capital lease obligations and loans                            |  |                    | 907      |   |      |   | 124      |      |  |   |        |   |  |      |        |   |  |   |        |  
|Non-current portion of capital lease obligations, loans and long-term liabilities |  |                    | 1,493    |   |      |   | 303      |      |  |   |        |   |  |      | 69      |   |  |   | 83      |  
|Deferred compensation, net                                                        |  |                    | (93      | ) |      |   | (607     | )    |  |   | (1,173  | ) |  |      | (2,312  | ) |  |   | (260    | )
|Accumulated deficit                                                               |  |                    | (167,931 | ) |      |   | (117,289 | )    |  |   | (82,507 | ) |  |      | (63,941 | ) |  |   | (51,384 | )
|Total stockholders equity                                                        |  |                    | 194,302  |   |      |   | 99,205   |      |  |   | 51,338  |   |  |      | 40,616  |   |  |   | 5,130   |  



17



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##### Table of Contents

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 therapeutics. 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, 2003, we had an accumulated
deficit of $167.9 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 and 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. Our limited operating history makes accurate prediction of
future operating results 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. We initiated a Phase 3 registration trial of TELCYTA for the treatment of ovarian cancer in
2003. We plan to initiate a Phase 3 registration trial of TELCYTA in non-small cell lung cancer in 2004. We have completed a Special Protocol Assessment review by the FDA and have received Fast Track designation for both trials. We have also
initiated enrollment in a Phase 2 clinical trial of TELCYTA for breast cancer patients who have not been previously treated with chemotherapy. In addition to single agent trials, TELCYTA is being studied in combination with standard chemotherapy
agents in three Phase 1-2 dose-ranging trials. In these trials, TELCYTA is administered in escalating doses in combination with a standard dose of approved chemotherapy drugs.



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. Our Phase 1-2 clinical trial in MDS was initiated in April 2002 to establish the safety, dose limiting toxicities and maximum tolerated dose of TELINTRA. This
trial is on-going and has not identified a dose limiting toxicity.



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.



18



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##### Table of Contents

During 2003 we announced the following:



| |  |  | The initiation of a Phase 3 registration trial of TELCYTA in ovarian cancer patients whose disease has progressed following platinum-based chemotherapy and one second-line
treatment. The multinational trial, designated the ASSIST-1(ASsessment of Survival In Solid Tumors-1), is designed to evaluate whether TELCYTA treatment reduces the risk of death, leading to an
increase in survival, as compared to the control group treatments.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The publication of new preclinical data that supports the ongoing clinical development of TELCYTA. This data elaborates on the proposed mechanism of activation and activity of
TELCYTA, and describes studies that support the use of TELCYTA in combination with standard chemotherapeutic drugs.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Positive interim results from the ongoing Phase 1-2 clinical trial of TELINTRA in patients with myelodysplastic syndrome, or MDS, a form of pre-leukemia. The abstract for the study
was published in the March 2003 Proceedings of the Annual Meeting of the American Association for Cancer Research.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The formation of a collaboration with Roche to utilize our proprietary small molecule drug discovery technology, TRAP, to identify product candidates active against a pharmaceutical
target selected by Roche.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Positive interim results presented at the annual meeting of the American Society of Clinical Oncology in Chicago on the following:
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | a second Phase 2 clinical trial of TELCYTA administered as a single agent in women with platinum refractory or resistant ovarian cancer that confirmed the results of a previous
Phase 2 clinical trial in this patient population;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a second Phase 2 clinical trial that confirmed the clinical activity of TELCYTA administered as a single agent in the treatment of patients with non-small cell lung cancer who have
failed platinum-containing regimens; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the first Phase 2 study of TELCYTA in the treatment of women with advanced metastatic breast cancer.
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | Our Phase 3 protocol for TELCYTA in non-small cell lung cancer successfully completed Special Protocol Assessment review by the FDA.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The FDA granted Fast Track designation for TELCYTA for third line therapy in patients with platinum refractory or resistant ovarian cancer and in patients with locally advanced or
metastatic non-small cell lung cancer.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Positive interim results from Phase 1-2 clinical trials of TELCYTA in combination with CARBOPLATIN and DOXIL® in patients with Platinum Refractory or Resistant Ovarian Cancer, and with DOCETAXEL in patients with platinum
resistant non-small cell lung cancer.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A follow-on public offering of 7.625 million shares of common stock at $20 per share, including underwriters exercise in full of their over-allotment option, raising
approximately $152.5 million in gross proceeds. We received approximately $142.8 million in net proceeds from the sale of shares after deducting underwriting discounts and commissions and related offering expenses. We plan to use the net proceeds
from this offering to fund clinical trials of TELCYTA and TELINTRA and for other research and development and general corporate purposes.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 accounting principles generally accepted in the United States. 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



19



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##### Table of Contents

the date of the financial statements as well as the reported revenues and expenses during the reporting periods. On an ongoing 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 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.



Revenue recognition



Since our inception, most of our revenues have been generated from license
and 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 several royalty and licensing agreements with other pharmaceutical, biotechnology and genomics companies. Under these agreements, we may
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.



We have received United States governmental grants, which support research efforts in defined projects. We recognize revenue from such government grants
as costs relating to the grants are incurred.



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 ongoing 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 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; however, if we underestimated activity levels associated with various studies at a given point in time, we could record significant research and
development expenses in future periods.



Deferred stock
compensation



In connection with the grant of stock
options to employees, we recorded deferred stock compensation expenses totaling $2.6 million and $0.3 million in the years ended December 31, 2000 and 1999. No deferred



20



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##### Table of Contents

stock compensation expense was recorded for 2003, 2002 and 2001. Deferred stock compensation for options granted to employees has been determined as the
difference between the deemed fair value of our common stock for financial reporting purposes on the date such options were granted and the applicable exercise prices. Such amount is included as a reduction of stockholders equity and is being
amortized using straight-line vesting. We recorded amortization of deferred stock compensation of $419,000, $511,000 and $558,000 for the years ended December 31, 2003, 2002 and 2001. At December 31, 2003, we had a total of $93,000 to be amortized
over the remaining vesting periods of the stock options.



Use of estimates



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



Results of operations



Revenues



|         |  |                                    |     |                       |   |       |  |           |       |           |       |  |      
|-------- |  | ---------------------------------- | --- | --------------------- | - | ----- |  | --------- | ----- | --------- | ----- |  | -----
|         |  | Years Ended December 31,           |     | Annual Percent Change
|         |  | 2003                               |     | 2002                  |   | 2001  |  | 2003/2002 |       | 2002/2001
|         |  | (in thousands, except percentages)
|Revenues |  | $                                  | 436 |                       | $ | 1,287 |  | $         | 1,871 |           | (66%) |  | (31%)



Revenues for the years
ended December 31, 2003, 2002 and 2001 were $436,000, $1.3 million and $1.9 million. Revenues in 2003 resulted primarily from our collaborative agreements with Sanwa and Roche, while revenues in 2002 included the collaborative agreement with
Sanwa and funded research related to grants received from the National Institutes of Health, or NIH. Revenues in 2001 consisted of collaborative agreements with Sanwa, Sankyo and funded research related to grants received from the NIH.



The decrease in revenues of 66%, or $851,000, in 2003 compared to 2002 was
the result of the following:



| |  |  | $828,000 due to completion of the identification of a lead compound for Sanwa in May 2003;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | $42,000 due to the completion of our research with the NIH in the second quarter of 2002 and no further research grants in 2003; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | offset by $19,000 earned under our collaboration with Roche in April 2003.
| | - |  | --------------------------------------------------------------------------



The decrease in revenues of 31%, or $0.6 million, in 2002 compared to 2001 was the result of the following:



| |  |  | $200,000 due to the completion of our collaboration with Sankyo in December 2001;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | $343,000 due to the completion of a portion of our collaboration with Sanwa; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | $41,000 less in research grant from the NIH in 2002
| | - |  | ---------------------------------------------------



We expect near-term revenues to fluctuate primarily depending 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, 2003, 2002 and 2001 were $42.3 million, $30.5 million and $18.2 million. Research and development expenses of $30.5 million and $18.2 million for the years 2002 and 2001 reflected the reclassification of
intellectual property related legal fees of $1.0 million and $587,000 to general and administrative expenses to conform with our presentation in 2003.



21



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##### Table of Contents

We previously reported research and development expenses of $31.6 million and $18.8 million for the same periods in 2002 and 2001. 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.



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



|                               |  |                                    |        |                       |   |        |  |           |        |           |     |  |     
|------------------------------ |  | ---------------------------------- | ------ | --------------------- | - | ------ |  | --------- | ------ | --------- | --- |  | ----
|                               |  | Years Ended December 31,           |        | Annual Percent Change
|                               |  | 2003                               |        | 2002                  |   | 2001   |  | 2003/2002 |        | 2002/2001
|                               |  | (in thousands, except percentages)
|Research and preclinical       |  | $                                  | 16,087 |                       | $ | 9,775  |  | $         | 8,464  |           | 65% |  | 15% 
|Clinical development           |  |                                    | 26,224 |                       |   | 20,774 |  |           | 9,710  |           | 26% |  | 114%
|                               |  |                                    |        |                       |   |        |  |           |        |           |     |  |     
|Total research and development |  | $                                  | 42,311 |                       | $ | 30,549 |  | $         | 18,174 |           | 39% |  | 68% 
|                               |  |                                    |        |                       |   |        |  |           |        |           |     |  |     



The increase of 39%,
or $11.8 million, in research and development expenses for the year ended December 31, 2003 compared to the same period in 2002 was principally due to increased costs for the following:



| |  |  | TELCYTA
| | - |  | -------



| |  |  | costs associated with the initiation of our Phase 3 registration trial in ovarian cancer of $7.8 million;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | net decrease of $757,000 in costs due to the wind down of Phase 2 single agent clinical trials in ovarian, lung and breast cancer and completion of the Phase 1 advanced cancer
clinical trial, offset by additional costs associated with Phase 1-2 clinical trials in ovarian and lung cancer in combination with standard chemotherapy drugs; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | decrease of approximately $2.3 million in drug supply costs as a result of cost reductions due to manufacturing efficiencies, offset in part by purchases of comparator drugs.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | TELINTRA
| | - |  | --------



| |  |  | costs associated with the Phase 1-2 clinical trial in MDS of approximately $200,000, offset by
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | a decrease in clinical drug supply manufacturing costs of approximately $1.3 million due to adequate drug supplies.
| | - |  | -------------------------------------------------------------------------------------------------------------------



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



| |  |  | higher facility and information technology related allocations of approximately $5.0 million primarily as a result of increased laboratory space in our Palo Alto facility; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | approximately $2.7 million associated with headcount growth and increased expenses to support clinical activities.
| | - |  | ------------------------------------------------------------------------------------------------------------------



The increase of 68%, or $12.4 million, in research and development expenses
for the year ended December 31, 2002 compared to the same period in 2001 was primarily due to the following:



| |  |  | TELCYTA
| | - |  | -------



| |  |  | costs associated with Phase 2 clinical trials of approximately $787,000; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | clinical drug supply manufacturing costs of approximately $7.5 million.
| | - |  | -----------------------------------------------------------------------



| |  |  | TELINTRA
| | - |  | --------



| |  |  | costs associated with the Phase 1-2 clinical trial in MDS of approximately $131,000;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | clinical drug supply manufacturing costs of approximately $1.7 million; and
| | - |  | ---------------------------------------------------------------------------



| |  |  | decrease in preclinical toxicology studies of $569,000.
| | - |  | -------------------------------------------------------



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



| |  |  | $2.8 million in costs associated with headcount growth to support clinical activities.
| | - |  | --------------------------------------------------------------------------------------



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##### Table of Contents

We expect research and development expenditures to increase in the future as a result of increased
manufacturing and clinical development costs primarily relating to our TELCYTA and TELINTRA product candidates development. The timing and the amount of these expenditures will depend upon the outcome of our ongoing clinical trials, the costs
associated with the Phase 3 clinical trials of TELCYTA, including related expansion of our research and development organization, regulatory requirements, advancement of our preclinical programs and product manufacturing costs.



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 Completion of Current Phase
is our current estimate of the timing of completion of product development phases. The actual timing of completion of those phases 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 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 will 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 contract 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 (in thousands).



|          |  |                                |  |                     |  |                             |  |                                               |        |      |   |        |  |   |       
|--------- |  | ------------------------------ |  | ------------------- |  | --------------------------- |  | --------------------------------------------- | ------ | ---- | - | ------ |  | - | ------
|          |  |                                |  |                     |  |                             |  | Related R&D Expenses Years ended December 31,
|Product   |  | Description                    |  | Phase ofDevelopment |  | EstimatedCompletionof Phase |  | 2003                                          |        | 2002 |   | 2001  
|TELCYTA   |  |                                |  |                     |  |                             |  | $                                             | 26,136 |      | $ | 17,435 |  | $ | 10,860
|          |  | Ovarian                        |  | Phase 3             |  | 2005                        |  |                                               |        |      |   |        |  |   |       
|          |  | Colorectal                     |  | Phase 2             |  | 2003                        |  |                                               |        |      |   |        |  |   |       
|          |  | Ovarian                        |  | Phase 2             |  | 2004                        |  |                                               |        |      |   |        |  |   |       
|          |  | Lung                           |  | Phase 2             |  | 2004                        |  |                                               |        |      |   |        |  |   |       
|          |  | Breast                         |  | Phase 2             |  | 2004                        |  |                                               |        |      |   |        |  |   |       
|          |  | Combination (with other drugs) |  | Phase 2             |  | 2004                        |  |                                               |        |      |   |        |  |   |       
|          |  | Advanced cancers               |  | Phase 1             |  | 2002                        |  |                                               |        |      |   |        |  |   |       
|          |  |                                |  |                     |  |                            
|TELINTRA  |  | Myelodysplastic syndrome       |  | Phase 1/2           |  | 2005                        |  |                                               | 2,688  |      |   | 3,810  |  |   | 2,698 
|          |  |                                |  |                     |  |                            
|Other (1) |  |                                |  |                     |  |                             |  |                                               | 13,487 |      |   | 9,304  |  |   | 4,616 
|          |  |                                |  |                     |  |                             |  |                                               |        |      |   |        |  |   |       
|          |  | Total research and development |  |                     |  |                             |  | $                                             | 42,311 |      | $ | 30,549 |  | $ | 18,174
|          |  |                                |  |                     |  |                             |  |                                               |        |      |   |        |  |   |       

---

|(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 ongoing 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;
| | - |  | --------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | 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 for a product candidate to allow commercial distribution of the drug.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



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 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



General and administrative expenses for the years ended December 31, 2003, 2002 and 2001 were $9.9 million, $6.7 million and $4.3 million. General
and administrative expenses of $6.7 million and $4.3 million for 2002 and 2001 reflect the reclassification of intellectual property related legal fees of $1.0 million and $587,000 from research and development expense to conform with
our presentation in 2003. We previously reported general and administrative expenses of $5.6 million and $3.7 million for the same periods in 2002 and 2001.



|                           |  |                                    |       |                       |   |       |  |           |       |           |     |  |    
|-------------------------- |  | ---------------------------------- | ----- | --------------------- | - | ----- |  | --------- | ----- | --------- | --- |  | ---
|                           |  | Years Ended December 31,           |       | Annual Percent Change
|                           |  | 2003                               |       | 2002                  |   | 2001  |  | 2003/2002 |       | 2002/2001
|                           |  | (in thousands, except percentages)
|General and administrative |  | $                                  | 9,915 |                       | $ | 6,665 |  | $         | 4,278 |           | 49% |  | 56%



The increase of 49%,
or $3.3 million, in general and administrative expenses in 2003 compared to 2002 was due primarily to increased costs for the following:



| |  |  | approximately $2.4 million in costs associated with headcount growth and increased expenses necessary to manage the growth of our operations;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | additional rent and related facility costs associated with our Palo Alto facility effective January 2003 of approximately $686,000; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | lease exit cost of approximately $206,000 associated with our South San Francisco office space.
| | - |  | -----------------------------------------------------------------------------------------------



The increase of 56%, or $2.4 million, in general and administrative expenses in 2002 compared to 2001 was due primarily to
increased costs for the following:



| |  |  | approximately $1.9 million in costs associated with headcount growth and increased expenses necessary to manage the growth of our operations; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | approximately $452,000 in legal fees associated with filing of patents.
| | - |  | -----------------------------------------------------------------------



We expect future general and administrative expenses to increase in support of expanded business activities including costs associated with our marketing
efforts to support our commercialization strategy for TELCYTA.



Interest income and interest expense



|                 |  |                                    |       |                       |   |       |  |           |       |           |      |  |      
|---------------- |  | ---------------------------------- | ----- | --------------------- | - | ----- |  | --------- | ----- | --------- | ---- |  | -----
|                 |  | Years Ended December 31,           |       | Annual Percent Change
|                 |  | 2003                               |       | 2002                  |   | 2001  |  | 2003/2002 |       | 2002/2001
|                 |  | (in thousands, except percentages)
|Interest Income  |  | $                                  | 1,303 |                       | $ | 1,161 |  | $         | 2,015 |           | 12%  |  | (42%)
|Interest Expense |  | $                                  | 155   |                       | $ | 16    |  |           |      |           | 869% |  |     



24



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##### Table of Contents

Interest income of $1.3 million, $1.2 million and $2.0 million for the years ended December 31, 2003,
2002 and 2001 resulted primarily from earnings on investments. The increase in net interest income of $142,000 in 2003 compared to 2002 was due to higher principal balance of our investments as a result of $142.8 million in net proceeds obtained
from our follow-on offering in November 2003, offset in part by lower average interest rates in 2003. The decrease in interest income of $854,000 in 2002 compared to 2001 was principally due to lower average interest rates in 2002.



Interest expense was $155,000 and $16,000 for the years ended December 31,
2003 and 2002. We had no interest expense in 2001. The increase in interest expense in 2003 compared to 2002 was due to our borrowings under the capital lease and equipment loan facilities.



Liquidity and capital resources



|                                                              |  |               |          |   |      |   |          |      |  |   |         |  
|------------------------------------------------------------- |  | ------------- | -------- | - | ---- | - | -------- | ---- |  | - | ------- | -
|                                                              |  | 2003          |          |   | 2002 |   |          | 2001 | 
|                                                              |  | (In millions) |         
|December 31:                                                  |  |               |          |   |      |   |          |      |  |   |         |  
|Cash, cash equivalents, investments and restricted cash       |  | $             | 201.1    |   |      | $ | 104.3    |      |  | $ | 55.2    |  
|Working capital                                               |  | $             | 172.6    |   |      | $ | 89.7     |      |  | $ | 48.2    |  
|Current ratio                                                 |  |               | 15.6 : 1 |   |      |   | 10.4 : 1 |      |  |   | 9.0 : 1 |  
|                                                              |  |               |         
|Year ended December 31:                                       |  |               |          |   |      |   |          |      |  |   |         |  
|Cash provided by (used in):                                   |  |               |          |   |      |   |          |      |  |   |         |  
|Operating activities                                          |  | $             | (45.4    | ) |      | $ | (32.1    | )    |  | $ | (14.0   | )
|Investing activities                                          |  | $             | (58.6    | ) |      | $ | (55.0    | )    |  | $ | 12.9    |  
|Financing activities                                          |  | $             | 146.2    |   |      | $ | 82.2     |      |  | $ | 28.6    |  
|Capital expenditures (included in investing activities above) |  | $             | (4.0     | ) |      | $ | (1.1     | )    |  | $ | (0.7    | )



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, each as described more fully below. At
December 31, 2003, we had available cash, cash equivalents, investments and restricted investments of $201.1 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 2003 was $45.4 million compared with $32.0 million in 2002 and $14.0 million in 2001. The net loss of $50.6 million in 2003 included non-cash
charges of $1.1 million for depreciation and amortization, $419,000 for the amortization of deferred stock compensation and $266,000 related to non-cash stock based compensation to non employees. Cash usage in 2003 was further impacted by $3.6
million in accounts payable and $420,000 in prepaid expenses due to the increase in operating expense levels. Cash used in operations were offset by $1.8 million received from our landlord to fund leasehold improvements, $3.3 million in accrued
clinical trial expenses mainly from our Phase 3 trial in ovarian cancer and $1.9 million in accrued compensation and vacation liabilities from additional personnel added during the year. Operating cash used in 2002 resulted primarily from our net
loss of $34.8 million which included $1.3 million in non-cash charges for depreciation expense, deferred stock compensation, stock based compensation expense and loan forgiveness. In addition cash usage was further impacted by $1.8 million in
receivable from our landlord for leasehold improvements, offset by increases of $2.9 million in accounts payable and accrued liabilities related to research and development activities, $705,000 related to accrued compensation. Operating cash
outflows for 2001 resulted primarily from our operating loss of $18.6 million offset by increases of $2.4 million in accounts payable related to research and development activities, $700,000 in accrued liabilities related to accrued



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compensation and other liabilities and the effect of $1.0 million non-cash charges for stock compensation expense and depreciation.



Cash Flows from Investing Activities.    Cash used
in investing activities for 2003 was $58.6 million compared to $55.0 million in 2002 and $12.9 million cash provided in 2001. Investing activities in 2003 were primarily related to $164.5 million in purchases of short-term available-for-sale
investments offset by $107.9 million in sales and maturities of investments. Cash used in investing activities in 2003 was further impacted by purchases of property and equipment of $4.0 million primarily due to leasehold improvements on our
Palo Alto facility and laboratory equipment expenditures, offset by a reduction in restricted investments by $2.0 million for the portion of tenant improvements completed on the Palo Alto facility that no longer require a security deposit. Cash used
in 2002 was related to $50.0 million in net purchases of investments, $3.8 million in restricted cash for a security deposit on our Palo Alto facility and $1.1 million laboratory equipment purchases. Cash provided from net purchases, sales and
maturities of investments in 2001 was $13.6 million offset by $709,000 in equipment and furniture expenditures.



Cash Flows from Financing Activities.    Cash provided by financing activities for 2003 was approximately $146.2 million
compared with $82.2 million in 2002 and $28.6 million in 2001. Financing activities in 2003 included approximately $142.8 million in net proceeds from our follow-on public offering of common stock in November, $2.2 million from our stock option
exercises and stock purchase plan and $1.7 million obtained through capital loans. Cash provided by financing activities in 2003 was offset in part by $548,000 in payments under capital leases and loans. Financing activities in 2002 represent
approximately $80.3 million in net proceeds from the sale of our common stock in a follow-on public offering, $1.6 million from our stock option exercises and stock purchase plan, $303,000 obtained through a capital loan and $105,000 from payments
on a promissory note from an employee, offset in part by $41,000 in payments under capital leases and loans. Financing activities in 2001 were primarily the result of approximately $28.6 million in net proceeds received from our follow-on public
offering as well as from stock option exercises and our employee stock purchase plan.



Working Capital.    Working capital increased to $172.6 million at December 31, 2003 from $89.7 million at December 31, 2002. The increase in working capital was primarily due to proceeds
from our follow-on public offering offset by our use of cash in operations primarily due to the expansion of our TELCYTA development program including drug supplies and costs associated with headcount growth.



In December 2003, we completed a follow-on public offering of 7.625 million
shares of common stock offered by us, including the underwriters exercise in full of their over-allotment option, at a price of $20 per share, raising $152.5 million in gross proceeds. We received net proceeds of approximately $142.8 million
after deducting underwriting discounts and commissions of $9.2 million and related expenses of approximately $534,000. In October 2002, we completed a follow-on offering of 7.5 million shares of common stock at $11.50 per share and received
approximately $80.3 million in net proceeds.



In August 2003,
we obtained a $1.5 million equipment loan facility from a banking institution, secured by equipment purchased. At December 31, 2003, draws under this credit facility totaled approximately $368,000 and approximately $1.1 million remains available for
future draws through July 2004.



In March and May 2003, we drew
down a total of $2.1 million for equipment purchases from our existing credit facilities at interest rates between 10.9% and 4.3% payable over 36 months and 42 months. Draws under our credit facilities totaled approximately $2.5 million and no
additional borrowings are available.



We believe our existing
cash resources will be sufficient to satisfy our anticipated cash requirements through 2005. We expect the increase in clinical development expenses as a result of Phase 3 clinical trials 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 need to raise substantial additional capital to fund our
operations in the future. We expect to finance our future cash needs through the sale of equity securities, strategic collaborations and possibly debt financing or through other sources that may be dilutive to existing stockholders.



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In addition, in the event that additional funds are obtained through arrangements with collaborative
partners or other sources, such arrangements may require us to relinquish rights to some of our technologies, product candidates or products under development 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.
| | - |  | -------------------------------------------------------------------------------------------------------------------



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. 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 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 contractual obligations at December 31, 2003 are as follows (in thousands):



|                                   |  |       |        |      |   |           |  |           |        |            |   |       |  |   |       
|---------------------------------- |  | ----- | ------ | ---- | - | --------- |  | --------- | ------ | ---------- | - | ----- |  | - | ------
|                                   |  | Total |        | 2004 |   | 2005-2006 |  | 2007-2008 |        | After 2008
|Capital lease obligations          |  | $     | 865    |      | $ | 301       |  | $         | 564    |            | $ |      |  | $ |      
|Equipment loans                    |  |       | 1,795  |      |   | 771       |  |           | 1,024  |            |   |      |  |   |      
|Operating leases                   |  |       | 38,730 |      |   | 3,263     |  |           | 8,499  |            |   | 6,875 |  |   | 20,093
|                                   |  |       |        |      |   |           |  |           |        |            |   |       |  |   |       
|Total contractual cash obligations |  | $     | 41,390 |      | $ | 4,335     |  | $         | 10,087 |            | $ | 6,875 |  | $ | 20,093
|                                   |  |       |        |      |   |           |  |           |        |            |   |       |  |   |       



Recent accounting pronouncements



In January 2003, the FASB issued FASB Interpretation No.
46, or FIN 46, Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in
the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. In December 2003,
the FASB issued FIN 46R, a revision to FIN 46. FIN 46R provides a broad deferral of the latest date by which all public entities must apply FIN 46 to certain variable interest entities to the first reporting period ending after March 15, 2004. We do
not expect the adoption of FIN 46 to have a material impact on our financial position, cash flows or results of operations.



In May 2003, the FASB issued SFAS No. 150, Accounting For Certain Financial Instruments with Characteristics of Both Liabilities and
Equity, which establishes standards for how an issuer of financial instruments classifies and measures certain financial instruments with characteristics of both liabilities and



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equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or in some circumstances, as an asset) if, at
inception, the monetary value of the obligation is based solely or predominantly on: (a) a fixed monetary amount known at inception, (b) variations in something other than the fair value of the issuers equity shares or (c) variations inversely
related to changes in the fair value of the issuers equity shares. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of SFAS No. 150 did not have an impact on our financial statements.



RISK FACTORS



You should carefully consider these risk factors as each of these risks could adversely affect our business, operating results and financial condition.



We have a history of net losses, which we expect to continue for at least 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, 2003, we had an accumulated deficit of $ 167.9 million. Net losses were $50.6 million in 2003,
$34.8 million in 2002 and $18.6 million in 2001. We expect to incur losses for at least the next several years and expect that these losses will increase as we expand our research and development activities and incur significant clinical
testing 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 (TLK286) or TELINTRA (TLK199) 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 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 trials.



TELCYTA has to date been evaluated in Phase 1 and Phase 2 clinical trials. We
initiated a Phase 3 registration trial of TELCYTA in ovarian cancer in the first quarter of 2003 and expect to initiate a Phase 3 registration trial of TELCYTA in non small cell lung cancer in 2004. These trials would test TELCYTA against a control
arm consisting of currently established standard drug treatments for these cancers. Changes in standards of care during our Phase 3 trials 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 a New Drug Application for marketing approval.



We are currently in a Phase 1-2 clinical trial of TELINTRA in MDS, a form of pre-leukemia, to evaluate safety, pharmacokinetics, pharmacodynamics and efficacy. Our success depends, in part, on our ability to



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complete clinical development of TELINTRA or other preclinical product candidates and take them through early clinical trials.



Any clinical trial may fail to produce results satisfactory to the FDA.
Preclinical and clinical data can be interpreted in different ways, which could delay, limit or prevent regulatory approval. Negative or inconclusive results or adverse medical events during a clinical trial could cause a clinical trial to be
repeated or a program to be terminated. 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 have engaged contract research organizations, or
CROs, to facilitate the administration of our Phase 3 trials of TELCYTA. Dependence on a CRO will subject us to a number of risks. Delays in identifying and engaging a CRO may result in delays in the initiation of other clinical trials. We may not
be able to control the amount and timing of resources the CRO may devote to our trials. Should the CRO fail to administer our Phase 3 trials properly, regulatory approval, development and commercialization of TELCYTA will be delayed.



We do not know whether we will begin planned clinical trials on time or
whether we will complete any of our ongoing 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 attrition for product candidates in preclinical and
clinical trials. We do not anticipate that any of our product candidates will reach the market for at least several years.



Significant delays in clinical testing could materially impact our product development costs. 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 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.



While we have not yet experienced
delays that have materially impacted our clinical trials or product development costs, delays of this sort could occur for the reasons identified above or other reasons. If we have delays in 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. We may not be
competitive if our TRAP technology proves ineffective.



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 have the potential for us to develop into commercially viable drugs.



If we are unable to continue to identify new product candidates using TRAP
technology, we may not be able to maintain our product pipeline and develop 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 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



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obtaining regulatory approval. We believe that our existing cash and investment securities will be sufficient to support our current operating plan through
2005. We will require additional financing to fund our operations. 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,
2003, our accumulated deficit was $167.9 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.



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, such as TELINTRA, 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.



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.



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The pharmaceutical industry is subject to stringent regulation by a wide range of 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 and, 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 receive marketing clearance.



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



As our product programs advance, we will 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,



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scientists and companies in the face of intense competition for such personnel. As we plan for and commence additional advanced clinical trials, including
Phase 2 and Phase 3, we will 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. None of our key employees have
indicated to Telik that they have plans to retire or leave Telik in the near future. However, of our key employees, Dr. Michael M. Wick, Cynthia M. Butitta and Dr. Gail L. Brown, Telik has an employment agreement in place only with Dr. Wick. 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. 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 very high compared to other parts of the country, which we expect will 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 as our operations expand and the demand for these professionals increases, and this difficulty could significantly impede the achievement of our research and
development objectives.



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 we 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 the 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------



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| |  |  | 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 2013 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 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



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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 collaboration 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 the information or data.



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, such as diabetes. 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 this 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 the 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.



Under our existing
collaboration agreements, we are entitled to payments upon future product sales or the achievement of milestones. For example, under our arrangement with Sanwa, we may be entitled to payments of up to $10.0 million. However, we cannot assure you
that any product will be successfully developed and commercialized under these collaborations or that we will receive any of these payments.



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 contract 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



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products that we may develop may be in competition with other product candidates and products for access to these facilities. For this and other reasons, our
collaborators or third parties may not be able to manufacture these 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 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.



Since our two affiliated sources for supply of active ingredients in TELCYTA, Organichem Corporation and Albany Molecular Research Inc., merged during 2003, we are currently dependent on a single source supply of the
active ingredient and are working to identify additional sources. We presently depend on a single source of supply for clinical quantities of the active ingredient in TELINTRA, Bachem Corporation, and a single source of supply for a key excipient
used in the formulation of TELINTRA, Lipoid GmbH. Cardinal Health, Inc. is our sole formulator of TELCYTA and TELINTRA. While these suppliers and formulator currently meet our preclinical and clinical trial requirements, we currently do not have
supply agreements with any of these entities, other than with Cardinal Health. While we are presently evaluating potential alternative sources of these materials or formulation services, we currently do not have any such alternative sources that are
immediately available. If formulation is not performed in a timely manner, if our suppliers fail to perform or if our relationships with our suppliers or formulator should terminate, our clinical trials and commercialization of TELCYTA and TELINTRA
could be delayed. We may not be able to enter into 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 are an emerging company with 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



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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.



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. While to our knowledge we have not been in violation of any environmental laws, nor have we been the subject of any investigation for violations of environmental laws in the
past, we cannot completely eliminate the risk of accidental contamination or injury from the use, storage, handling or disposal of these materials. We currently have $275,000 in insurance coverage, which we believe is a reasonably adequate amount to
insulate us from damage claims arising from our use of hazardous materials. However, in the event of contamination or injury, we could be held liable for damages that result, and any liability could exceed our 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



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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, 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. 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, 2003, we had 43,583,457 shares of our common stock outstanding, of which 41,927,903 were freely tradable and 1,655,554 were transferable in accordance
with certain volume and manner of sale restrictions under Rule 144. The holder of approximately 1.5 million shares of our common stock is entitled to registration rights If we propose to register any of our securities under the Securities Act, the
holder of these shares is entitled to notice of the registration and is entitled to include, at our expense, its shares of common stock in the registration and any related underwriting. However, among other conditions, the underwriters may limit the
number of shares to be included in the registration. In addition, the holder of these shares may require us, at our expense, on not more than two occasions and subject to certain limitations, to file a registration statement under the Securities Act
with respect to its shares of common stock, and we will be required to use our best efforts to effect the registration.



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 expect them to be, investors could be disappointed, and our stock price may decrease.



Our stock price may be volatile, and you may not be able to resell your
shares at or above your purchase price.



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. During 2002, our common stock traded
between $16.13 and $8.01 and during 2003, our common stock traded between $23.31 and $10.02. 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. 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, including TELCYTA clinical trials;
| | - |  | --------------------------------------------------------------------------------------------------



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



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



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



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



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



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



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 maturity for our investment
portfolio (dollars in thousands).



|                              |  |      |         |   |      |   |       |      |  |       |  |   |                               |   |  |   |        
|----------------------------- |  | ---- | ------- | - | ---- | - | ----- | ---- |  | ----- |  | - | ----------------------------- | - |  | - | -------
|                              |  | 2004 |         |   | 2005 |   |       | 2006 |  | Total |  |   | Fair value atDecember 31,2003
|Available-for-sale securities |  | $    | 184,419 |   |      | $ | 6,460 |      |  |      |  | $ | 190,879                       |   |  | $ | 190,929
|Average interest rate         |  |      | 1.26    | % |      |   | 1.95  | %    |  |      |  |   | 1.29                          | % |  |   |        



Item 8.    
Financial Statements and Supplementary Data.



All information required by this item is included on pages F-1 to F-19 in Item 15 of Part IV of this annual report on Form 10-K and is incorporated into this item by reference.



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 our managements evaluation (with the participation of our chief executive officer and chief financial officer), our chief executive officer and
chief financial officer have concluded that, subject to limitations described below, 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 as of
December 31, 2003 to ensure that information required to be disclosed by us in this annual report on Form 10-K was recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.



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Changes in internal controls.    There were no changes in our internal
controls over financial reporting during the quarter ended December 31, 2003 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Limitations on the effectiveness of controls.    A
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 inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure
control system are met and, as set forth above, our chief executive officer and chief financial officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures were
sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met.



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PART III



Item 10.    
Directors and Executive Officers of the Registrant.



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 for the Annual
Meeting of Stockholders to be filed with the Commission on or around April 8, 2004.



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. The Telik, Inc. Code of Conduct is filed as an exhibit to this report on Form 10-K 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 in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the
Commission on or around April 8, 2004.



Item 12.    
Security Ownership of Certain Beneficial Owners and Management.



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 on or around April 8, 2004.



Item 13.    
Certain Relationships and Related Transactions.



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 on or around April 8, 2004.



Item 14.    
Principal Accounting Fees and Services.



Information regarding principal accounting 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 on or around April 8, 2004.



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PART IV



Item 15.    
Exhibits, Financial Statement Schedules, and Reports on Form 8-K.



| | (a) |  | The following documents are filed as part of this report on Form 10-K:
| | --- |  | ----------------------------------------------------------------------



| | 1. |  | Financial Statements.    Our financial statements and the Report of Ernst & Young LLP, Independent Auditors, are included in Part IV of this Report on
the pages indicated:
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                  |  |     
|------------------------------------------------- |  | ----
|                                                  |  | Page
|Report of Ernst & Young LLP, Independent Auditors |  | F-1 
|Balance Sheets                                    |  | F-2 
|Statements of Operations                          |  | F-3 
|Statement of Stockholders Equity                 |  | F-4 
|Statements of Cash Flows                          |  | F-5 
|Notes to Financial Statements                     |  | F-6 



| | 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)                                                                                                                       
|              |  
|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) (4)                                                                                                                                               
|              |  
|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)                                                                                                                                                       
|              |  
|10.7          |   |  | Form of Non-Plan Stock Option Agreement. (3) (4)                                                                                                                                                                    
|              |  
|10.8          | * |  | Collaborative Research Agreement between Telik and Sankyo Company, Ltd., dated March 24, 1999, as amended. (1)                                                                                                      
|              |  
|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         | * |  | Screening Services Agreement between Telik and Sanwa Kagaku Kenkyusho Co., Ltd., dated December 20, 1996, as amended. (1)                                                                                           



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|              |   |  |                                                                                                                                                  
|------------- | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |   |  | Description                                                                                                                                      
|              |  
|10.12         | * |  | Third Amendment to Collaborative Agreement between Telik and Sanwa Kagaku Kenkyusho Co., Ltd., dated February 14, 2001. (5)                      
|              |  
|10.13         | * |  | Third Amendment to Screening Services Agreement between Telik and Sanwa Kagaku Kenkyusho Co., Ltd., dated February 14, 2001. (5)                 
|              |  
|10.14         | * |  | Second Amendment to License Agreement between Telik and Sanwa Kagaku Kenkyusho Co., Ltd., dated February 14, 2001. (5)                           
|              |  
|10.15         | * |  | License Agreement between Telik and the University of Arizona, dated January 8, 2001. (5)                                                        
|              |  
|10.16         |   |  | Consulting Agreement for Individual Consultants between Gail L. Brown, M.D. and Telik, dated October 20, 1998, as amended. (1)                   
|              |  
|10.17         |   |  | Employment Agreement between Cynthia M. Butitta and Telik, dated February 1, 2002. (3) (5)                                                       
|              |  
|10.18         |   |  | Employment Agreement between Michael M. Wick, M.D., Ph.D. and Telik, dated December 10, 1997, as amended. (1) (3)                                
|              |  
|10.19         | * |  | Fourth Amendment to Screening Services Agreement between Telik and Sanwa Kagaku                                                                  
|              |  
|              |   |  | Kenkyusho Co., dated March 6, 2002. (7)                                                                                                          
|              |  
|10.20         |   |  | Lease between Telik and The Board of Trustees of the Leland Stanford Junior University, dated July 25, 2002. (8)                                 
|              |  
|10.21         |   |  | Master Lease Agreement between Telik and General Electric Capital Corporation, dated August 23, 2002, as amended. (8)                            
|              |  
|10.22         |   |  | Master Security Agreement between Telik and General Electric Capital Corporation, dated August 23, 2002, as amended. (8)                         
|              |  
|14.1          |   |  | Telik, Inc. Code of Conduct.                                                                                                                     
|              |  
|23.1          |   |  | Consent of Ernst & Young LLP, Independent Auditors.                                                                                              
|              |  
|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.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(1) |  | Incorporated by reference to exhibits to our Registration Statement on Form S-1 filed on April 4, 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 filed on March 27, 2002.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------



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



|(4) |  | Incorporated by reference to exhibits to our Registration Statement on Form S-8 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 filed on
September 20, 2001.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



|(7) |  | Incorporated by reference to exhibits to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002 filed on May 7, 2002.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------



42



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##### Table of Contents

|(8) |  | Incorporated by reference to exhibits to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002 filed on November 13, 2002.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



|(1) |  | We filed a report on Form 8-K dated October 30, 2003 announcing a proposed public offering pursuant to an already effective shelf registration statement and furnishing information
regarding financial results for the quarter ended September 30, 2003.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) |  | We filed a report on Form 8-K dated November 7, 2003 announcing that we and a selling stockholder had entered into an Underwriting Agreement with UBS Investment Bank and other
representatives of the underwriters relating to the sale by Telik of 6,500,000 (7,625,000 based on the underwriters exercise of the over-allotment option in full) shares of Telik common stock to the underwriters, and the sale by the selling
stockholder of 1,000,000 shares of Telik common stock to the underwriters, each at a purchase price of $20.00 per share.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



43



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##### Table of Contents

SIGNATURES



Pursuant to the
requirements 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 March 4, 2004



POWER OF ATTORNEY



KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael M. Wick, MD, PhD 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, MD, PHDMichael M. Wick, MD, PhD |  | Chief Executive Officer and Director (Principal Executive Officer)                               |  | March 4, 2004
|                                                     |  |                                                                                                 
|/s/ CYNTHIA M. BUTITTACynthia M. Butitta             |  | Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) |  | March 4, 2004
|                                                     |  |                                                                                                 
|/s/ EDWARD W. CANTRALL, PHDEdward W. Cantrall, PhD   |  | Director                                                                                         |  | March 4, 2004
|                                                     |  |                                                                                                 
|/s/ MARY ANN GRAY, PHDMary Ann Gray, PhD             |  | Director                                                                                         |  | March 4, 2004
|                                                     |  |                                                                                                 
|/s/ ROBERT W. FRICKRobert W. Frick                   |  | Director                                                                                         |  | March 4, 2004
|                                                     |  |                                                                                                 
|/s/ STEVEN R. GOLDRING, MDSteven R. Goldring, MD     |  | Director                                                                                         |  | March 4, 2004
|                                                     |  |                                                                                                 
|/s/ RICHARD B. NEWMAN, ESQ.Richard B. Newman         |  | Director                                                                                         |  | March 4, 2004
|                                                     |  |                                                                                                 
|/s/ STEFAN RYSER, PHDStefan Ryser, PhD               |  | Director                                                                                         |  | March 4, 2004





44



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Report of Ernst & Young LLP, Independent Auditors



The Board of Directors and Stockholders

Telik, Inc.



We have audited
the accompanying balance sheets of Telik, Inc. as of December 31, 2003 and 2002, and the related statements of operations, stockholders equity, and cash flows for each of the three years in the period ended December 31, 2003. 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 auditing standards generally accepted in the 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, 2003 and 2002, and the results of its operations and its cash flows for each of the three years in the period ended December
31, 2003, in conformity with accounting principles generally accepted in the United States.



/s/    ERNST & YOUNG LLP



Palo Alto, California

February 6, 2004



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##### Table of Contents

TELIK, INC.



BALANCE SHEETS

(In thousands, except share and per share data)



|                                                                                                                                       |  |              |          |   |      |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | -------- | - | ---- | - | -------- | -
|                                                                                                                                       |  | December 31, |         
|                                                                                                                                       |  | 2003         |          |   | 2002 |  
|Assets                                                                                                                                 |  |              |          |   |      |   |          |  
|Current assets:                                                                                                                        |  |              |          |   |      |   |          |  
|Cash and cash equivalents                                                                                                              |  | $            | 76,851   |   |      | $ | 34,688   |  
|Short-term investments                                                                                                                 |  |              | 105,802  |   |      |   | 61,544   |  
|Other receivables                                                                                                                      |  |              | 354      |   |      |   | 1,905    |  
|Prepaids and other current assets                                                                                                      |  |              | 1,417    |   |      |   | 997      |  
|                                                                                                                                       |  |              |          |   |      |   |          |  
|Total current assets                                                                                                                   |  |              | 184,424  |   |      |   | 99,134   |  
|Property and equipment, net                                                                                                            |  |              | 5,388    |   |      |   | 1,679    |  
|Long-term investments                                                                                                                  |  |              | 16,639   |   |      |   | 4,254    |  
|Restricted investments                                                                                                                 |  |              | 1,796    |   |      |   | 3,796    |  
|Other assets                                                                                                                           |  |              | 60       |   |      |   | 110      |  
|                                                                                                                                       |  |              |          |   |      |   |          |  
|Total assets                                                                                                                           |  | $            | 208,307  |   |      | $ | 108,973  |  
|                                                                                                                                       |  |              |          |   |      |   |          |  
|                                                                                                                                       |  |             
|Liabilities and Stockholders Equity                                                                                                   |  |              |          |   |      |   |          |  
|Current liabilities:                                                                                                                   |  |              |          |   |      |   |          |  
|Accounts payable                                                                                                                       |  | $            | 2,623    |   |      | $ | 6,222    |  
|Accrued clinical trial costs                                                                                                           |  |              | 4,174    |   |      |   | 899      |  
|Accrued compensation                                                                                                                   |  |              | 3,232    |   |      |   | 1,341    |  
|Accrued liabilities                                                                                                                    |  |              | 836      |   |      |   | 462      |  
|Deferred revenue                                                                                                                       |  |              | 25       |   |      |   | 417      |  
|Current portion of capital leases and loans                                                                                            |  |              | 907      |   |      |   | 124      |  
|                                                                                                                                       |  |              |          |   |      |   |          |  
|Total current liabilities                                                                                                              |  |              | 11,797   |   |      |   | 9,465    |  
|Non-current portion of capital leases and loans                                                                                        |  |              | 1,493    |   |      |   | 297      |  
|Other liabilities                                                                                                                      |  |              | 715      |   |      |   | 6        |  
|                                                                                                                                       |  |             
|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: 43,583,457 in 2003 and 35,567,081 in
2002 |  |              | 436      |   |      |   | 356      |  
|Additional paid-in capital                                                                                                             |  |              | 361,840  |   |      |   | 216,715  |  
|Deferred stock compensation, net                                                                                                       |  |              | (93      | ) |      |   | (607     | )
|Accumulated other comprehensive income                                                                                                 |  |              | 50       |   |      |   | 30       |  
|Accumulated deficit                                                                                                                    |  |              | (167,931 | ) |      |   | (117,289 | )
|                                                                                                                                       |  |              |          |   |      |   |          |  
|Total stockholders equity                                                                                                             |  |              | 194,302  |   |      |   | 99,205   |  
|                                                                                                                                       |  |              |          |   |      |   |          |  
|Total liabilities and stockholders equity                                                                                             |  | $            | 208,307  |   |      | $ | 108,973  |  
|                                                                                                                                       |  |              |          |   |      |   |          |  



See accompanying Notes
to Financial Statements.



F-2



---

##### Table of Contents

TELIK, INC.



STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)



|                                                                     |  |                          |         |   |      |   |         |      |  |   |         |  
|-------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                     |  | Years Ended December 31, |        
|                                                                     |  | 2003                     |         |   | 2002 |   |         | 2001 | 
|Contract revenue from collaborations:                                |  |                          |         |   |      |   |         |      |  |   |         |  
|With related parties                                                 |  | $                        | 417     |   |      | $ | 1,245   |      |  | $ | 1,588   |  
|Other                                                                |  |                          | 19      |   |      |   |        |      |  |   | 200     |  
|Other revenue                                                        |  |                          |        |   |      |   | 42      |      |  |   | 83      |  
|                                                                     |  |                          |         |   |      |   |         |      |  |   |         |  
|Total revenues                                                       |  |                          | 436     |   |      |   | 1,287   |      |  |   | 1,871   |  
|Operating costs and expenses:                                        |  |                          |         |   |      |   |         |      |  |   |         |  
|Research and development                                             |  |                          | 42,311  |   |      |   | 30,549  |      |  |   | 18,174  |  
|General and administrative                                           |  |                          | 9,915   |   |      |   | 6,665   |      |  |   | 4,278   |  
|                                                                     |  |                          |         |   |      |   |         |      |  |   |         |  
|Total operating costs and expenses                                   |  |                          | 52,226  |   |      |   | 37,214  |      |  |   | 22,452  |  
|Loss from operations                                                 |  |                          | (51,790 | ) |      |   | (35,927 | )    |  |   | (20,581 | )
|Interest income                                                      |  |                          | 1,303   |   |      |   | 1,161   |      |  |   | 2,015   |  
|Interest expense                                                     |  |                          | (155    | ) |      |   | (16     | )    |  |   |        |  
|                                                                     |  |                          |         |   |      |   |         |      |  |   |         |  
|Net loss                                                             |  | $                        | (50,642 | ) |      | $ | (34,782 | )    |  | $ | (18,566 | )
|                                                                     |  |                          |         |   |      |   |         |      |  |   |         |  
|Basic and diluted net loss per common share                          |  | $                        | (1.38   | ) |      | $ | (1.17   | )    |  | $ | (0.77   | )
|                                                                     |  |                          |         |   |      |   |         |      |  |   |         |  
|Shares used to calculate basic and diluted net loss per common share |  |                          | 36,812  |   |      |   | 29,786  |      |  |   | 24,030  |  
|                                                                     |  |                          |         |   |      |   |         |      |  |   |         |  





See accompanying Notes to Financial Statements.





F-3



---

##### Table of Contents

TELIK, INC.



STATEMENTS OF STOCKHOLDERS EQUITY

(In thousands)



|                                                                                              |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   |         |  
|--------------------------------------------------------------------------------------------- |  | ------------------ |  | ----------- | --- | ------------------------- | - | ------- | -------------------------- |  | - | --------------- | - |  | ------------------------------------- | ---- | - | ------------------ | - | -- | ----- |  | - | -------- | - |  | - | ------- | -
|                                                                                              |  | Common StockShares |  | CommonStock |     | Additional Paid-inCapital |   |         | Deferred StockCompensation |  |   | NotesReceivable |   |  | Accumulated Other ComprehensiveIncome |      |   | AccumulatedDeficit |   |    | Total | 
|Balances at December 31, 2000                                                                 |  | 22,676             |  | $           | 227 |                           | $ | 106,795 |                            |  | $ | (2,312          | ) |  | $                                     | (153 | ) |                    | $ |   |       |  | $ | (63,941  | ) |  | $ | 40,616  |  
|Comprehensive loss:                                                                           |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   |         |  
|Net loss                                                                                      |  |                   |  |             |    |                           |   |        |                            |  |   |                |   |  |                                       |     |   |                    |   |   |       |  |   | (18,566  | ) |  |   | (18,566 | )
|Change in unrealized gain on available for sale investments                                   |  |                   |  |             |    |                           |   |        |                            |  |   |                |   |  |                                       |     |   |                    |   | 33 |       |  |   |         |   |  |   | 33      |  
|                                                                                              |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   |         |  
|Comprehensive loss                                                                            |  |                   |  |             |    |                           |   |        |                            |  |   |                |   |  |                                       |     |   |                    |   |   |       |  |   |         |   |  |   | (18,533 | )
|Issuance of common stock in follow-on public offering, net of issuance costs of $0.5 million  |  | 4,600              |  |             | 46  |                           |   | 27,594  |                            |  |   |                |   |  |                                       |     |   |                    |   |   |       |  |   |         |   |  |   | 27,640  |  
|Common stock issued under stock option and purchase plans                                     |  | 489                |  |             | 5   |                           |   | 957     |                            |  |   |                |   |  |                                       |     |   |                    |   |   |       |  |   |         |   |  |   | 962     |  
|Stock options issued to non-employees                                                         |  |                   |  |             |    |                           |   | 47      |                            |  |   |                |   |  |                                       |     |   |                    |   |   |       |  |   |         |   |  |   | 47      |  
|Payment on promissory note                                                                    |  |                   |  |             |    |                           |   |        |                            |  |   |                |   |  |                                       | 48   |   |                    |   |   |       |  |   |         |   |  |   | 48      |  
|Deferred compensation amortization, net of reversal for terminated employees                  |  |                   |  |             |    |                           |   | (581    | )                          |  |   | 1,139           |   |  |                                       |     |   |                    |   |   |       |  |   |         |   |  |   | 558     |  
|                                                                                              |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   |         |  
|Balances at December 31, 2001                                                                 |  | 27,765             |  |             | 278 |                           |   | 134,812 |                            |  |   | (1,173          | ) |  |                                       | (105 | ) |                    |   | 33 |       |  |   | (82,507  | ) |  |   | 51,338  |  
|Comprehensive loss:                                                                           |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   |         |  
|Net loss                                                                                      |  |                   |  |             |    |                           |   |        |                            |  |   |                |   |  |                                       |     |   |                    |   |   |       |  |   | (34,782  | ) |  |   | (34,782 | )
|Change in unrealized loss on available for sale investments                                   |  |                   |  |             |    |                           |   |        |                            |  |   |                |   |  |                                       |     |   |                    |   | (3 | )     |  |   |         |   |  |   | (3      | )
|                                                                                              |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   |         |  
|Comprehensive loss                                                                            |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   | (34,785 | )
|Issuance of common stock in follow-on public offering, net of issuance costs of $0.5 million  |  | 7,475              |  |             | 75  |                           |   | 80,214  |                            |  |   |                |   |  |                                       |     |   |                    |   |   |       |  |   |         |   |  |   | 80,289  |  
|Common stock issued under stock option and purchase plans                                     |  | 327                |  |             | 3   |                           |   | 1,573   |                            |  |   |                |   |  |                                       |     |   |                    |   |   |       |  |   |         |   |  |   | 1,576   |  
|Stock options issued to non-employees                                                         |  |                   |  |             |    |                           |   | 171     |                            |  |   |                |   |  |                                       |     |   |                    |   |   |       |  |   |         |   |  |   | 171     |  
|Payment on promissory note                                                                    |  |                   |  |             |    |                           |   |        |                            |  |   |                |   |  |                                       | 105  |   |                    |   |   |       |  |   |         |   |  |   | 105     |  
|Deferred compensation amortization, net of reversal for terminated employees                  |  |                   |  |             |    |                           |   | (55     | )                          |  |   | 566             |   |  |                                       |     |   |                    |   |   |       |  |   |         |   |  |   | 511     |  
|                                                                                              |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   |         |  
|Balances at December 31, 2002                                                                 |  | 35,567             |  |             | 356 |                           |   | 216,715 |                            |  |   | (607            | ) |  |                                       |     |   |                    |   | 30 |       |  |   | (117,289 | ) |  |   | 99,205  |  
|Comprehensive loss:                                                                           |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   |         |  
|Net loss                                                                                      |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   | (50,642  | ) |  |   | (50,642 | )
|Change in unrealized loss on available for sale investments                                   |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   | 20 |       |  |   |          |   |  |   | 20      |  
|                                                                                              |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   |         |  
|Comprehensive loss                                                                            |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   | (50,622 | )
|Issuance of common stock in follow-on public offering, net of issuance costs of $ 0.5 million |  | 7,625              |  |             | 76  |                           |   | 142,740 |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   | 142,816 |  
|Common stock issued under stock option and purchase plans                                     |  | 391                |  |             | 4   |                           |   | 2,214   |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   | 2,218   |  
|Stock options issued to non-employees                                                         |  |                    |  |             |     |                           |   | 266     |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   | 266     |  
|Deferred compensation amortization, net of reversal for terminated employees                  |  |                    |  |             |     |                           |   | (95     | )                          |  |   | 514             |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   | 419     |  
|                                                                                              |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   |         |  
|Balances at December 31, 2003                                                                 |  | 43,583             |  | $           | 436 |                           | $ | 361,840 |                            |  | $ | (93             | ) |  | $                                     |     |   |                    | $ | 50 |       |  | $ | (167,931 | ) |  | $ | 194,302 |  
|                                                                                              |  |                    |  |             |     |                           |   |         |                            |  |   |                 |   |  |                                       |      |   |                    |   |    |       |  |   |          |   |  |   |         |  



See accompanying Notes
to Financial Statements



F- 4



---

##### Table of Contents

TELIK, INC.



STATEMENTS OF CASH FLOWS

(In thousands)



|                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|--------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                            |  | Years Ended December 31, |         
|                                                                            |  | 2003                     |          |   | 2002 |   |          | 2001 | 
|Cash flows from operating activities:                                       |  |                          |          |   |      |   |          |      |  |   |          |  
|Net loss                                                                    |  | $                        | (50,642  | ) |      | $ | (34,782  | )    |  | $ | (18,566  | )
|Adjustments to reconcile net loss to net cash used by operating activities: |  |                          |          |   |      |   |          |      |  |   |          |  
|Depreciation and amortization                                               |  |                          | 1,108    |   |      |   | 614      |      |  |   | 435      |  
|Amortization of deferred stock compensation                                 |  |                          | 419      |   |      |   | 511      |      |  |   | 558      |  
|Stock options granted to non-employees                                      |  |                          | 266      |   |      |   | 171      |      |  |   | 47       |  
|Forgiveness of notes receivable from related parties                        |  |                          | 29       |   |      |   | 28       |      |  |   | 26       |  
|Changes in assets and liabilities:                                          |  |                          |          |   |      |   |          |      |  |   |          |  
|Other receivable                                                            |  |                          | 1,551    |   |      |   | (1,782   | )    |  |   | 285      |  
|Prepaid expenses and other current assets                                   |  |                          | (420     | ) |      |   | (129     | )    |  |   | (434     | )
|Other assets                                                                |  |                          | 21       |   |      |   | (74      | )    |  |   |         |  
|Accounts payable                                                            |  |                          | (3,599   | ) |      |   | 2,884    |      |  |   | 2,449    |  
|Accrued liabilities                                                         |  |                          | 6,243    |   |      |   | 747      |      |  |   | 700      |  
|Deferred revenue                                                            |  |                          | (386     | ) |      |   | (245     | )    |  |   | 462      |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Net cash used in operating activities                                       |  |                          | (45,410  | ) |      |   | (32,057  | )    |  |   | (14,038  | )
|                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Cash flows from investing activities:                                       |  |                          |          |   |      |   |          |      |  |   |          |  
|Purchases of investments                                                    |  |                          | (164,498 | ) |      |   | (172,458 | )    |  |   | (106,572 | )
|Sales of investments                                                        |  |                          | 86,230   |   |      |   | 1,900    |      |  |   | 17,005   |  
|Maturities of investments                                                   |  |                          | 21,645   |   |      |   | 120,423  |      |  |   | 103,225  |  
|Transfer from (to) restricted investments                                   |  |                          | 2,000    |   |      |   | (3,796   | )    |  |   |         |  
|Purchases of property and equipment                                         |  |                          | (3,978   | ) |      |   | (1,064   | )    |  |   | (709     | )
|                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Net cash (used in) provided by investing activities                         |  |                          | (58,601  | ) |      |   | (54,995  | )    |  |   | 12,949   |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Cash flows from financing activities:                                       |  |                          |          |   |      |   |          |      |  |   |          |  
|Proceeds from capital loans                                                 |  |                          | 1,688    |   |      |   | 303      |      |  |   |         |  
|Principal payments under capital leases and loans                           |  |                          | (548     | ) |      |   | (41      | )    |  |   | (12      | )
|Net proceeds from issuance of common stock                                  |  |                          | 145,034  |   |      |   | 81,865   |      |  |   | 28,602   |  
|Payment of promissory note from employee                                    |  |                          |         |   |      |   | 105      |      |  |   | 48       |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Net cash provided by financing activities                                   |  |                          | 146,174  |   |      |   | 82,232   |      |  |   | 28,638   |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Net change in cash and cash equivalents                                     |  |                          | 42,163   |   |      |   | (4,820   | )    |  |   | 27,549   |  
|Cash and cash equivalents at beginning of period                            |  |                          | 34,688   |   |      |   | 39,508   |      |  |   | 11,959   |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Cash and cash equivalents at end of period                                  |  | $                        | 76,851   |   |      | $ | 34,688   |      |  | $ | 39,508   |  
|                                                                            |  |                          |          |   |      |   |          |      |  |   |          |  
|Supplementary information:                                                  |  |                          |          |   |      |   |          |      |  |   |          |  
|Interest paid                                                               |  | $                        | 155      |   |      | $ | 16       |      |  | $ | 3        |  
|                                                                            |  |                          |         
|Non-cash financing activities:                                              |  |                          |          |   |      |   |          |      |  |   |          |  
|Equipment acquired under capital leases                                     |  | $                        | 839      |   |      | $ | 143      |      |  | $ |         |  



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. which changed its name in June 1989 to Terrapin Technologies, Inc. and again
in May 1998 to Telik, Inc. We are engaged in the discovery and development of small molecule therapeutics. We operate in only one 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 expand
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 several years is
expected to consist primarily of payments under corporate collaborations and interest income. The process of developing 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 reevaluate 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 accounting principles
generally accepted in the United States, 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 equivalents and investments



We consider all highly liquid investments with an original maturity of 90
days or less, when purchased, to be cash equivalents. For the periods presented, cash equivalents consist of cash, money market funds, certificate of deposit, commercial paper, U.S. Government notes and corporate notes. Our investments include
obligations of governmental agencies and corporate debt securities with original maturities ranging between 3 months to 24 months. We limit concentration of credit risk by diversifying our investments among a variety of high credit-quality
issuers.



We classify all cash equivalents and investments as
available-for-sale. Available-for-sale securities are carried at estimated fair value, based on available market information, with unrealized gains and losses, if any, reported as a component of stockholders equity. The cost of securities sold
is based on the specific identification method. Realized gains and losses on sales of available-for-sale investments were not material for any period presented.



Restricted investments



Under certain operating lease agreements, we may be required from time to time to set aside cash as collateral. At December 31, 2003 and 2002, we had
approximately $1.8 million and $3.8 million of restricted investments 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, 2003 and 2002.



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 seven 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.



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



Contract revenue consists of revenue from research and development collaboration agreements. Our research and development collaboration agreements provide
for periodic payments in support of our research activities. We recognize contract revenue from these agreements as earned based upon the performance requirements of the agreements and we recognize payments for up-front technology access and license
fees ratably over the period of the related research program. Payments received, which are related to future performance, are deferred and recognized as revenue when earned over future performance periods.



We have received United States government grants, which support research
efforts in defined projects. We recognize revenue from such grants as costs relating to the grants are incurred.



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 ongoing development of our product candidates. The financial terms of these contracts are subject to negotiations 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 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



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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 underestimated activity levels associated with various studies at a given point in time, we could record significant research and
development expenses in future periods.



Stock-based compensation



We have elected to continue to follow Accounting
Principles Board Opinion No. 25, or APB 25, to account for employee stock options because the alternative fair value method of accounting prescribed by Statement of Financial Accounting Standards No. 123, or FAS 123, Accounting for Stock-Based
Compensation, requires the use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, Accounting for Stock Issued to Employees, no compensation expense is recognized when
the exercise price of our employee stock options equals the market price of the underlying stock on the date of grant.



The information regarding net loss and net loss per share prepared in accordance with FAS 123 has been determined as if we had accounted for our employee
stock options and employee stock plan under the fair value method prescribed by FAS 123. The resulting effect on net loss and net loss per share pursuant to FAS 123 is not likely to be representative of the effects on loss and net loss per share
pursuant to FAS 123 in future years, due to subsequent years including additional grants and years of vesting. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion the existing models do not necessarily provide a reliable single measure of
the fair value of its employee stock options.



For purposes of
disclosures pursuant to FAS 123 as amended by Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based CompensationTransition and Disclosure the estimated fair value of options is amortized to expense over
the options vesting period.



The following table
illustrates the effect on net loss and net loss per share if we had applied the fair value recognition provisions of FAS 123 to stock-based employee compensation (in thousands, except per share amounts):



|                                                                                                        |  |                          |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                                        |  | Years Ended December 31, |        
|                                                                                                        |  | 2003                     |         |   | 2002 |   |         | 2001 | 
|Net lossas reported                                                                                    |  | $                        | (50,642 | ) |      | $ | (34,782 | )    |  | $ | (18,566 | )
|Add: Stock-based employee compensation expense included in reported net loss                            |  |                          | 419     |   |      |   | 511     |      |  |   | 558     |  
|Deduct: Total stock-based employee compensation expense under the fair value based method for allawards |  |                          | (8,774  | ) |      |   | (6,863  | )    |  |   | (3,340  | )
|                                                                                                        |  |                          |         |   |      |   |         |      |  |   |         |  
|Net losspro forma                                                                                      |  | $                        | (58,997 | ) |      | $ | (41,134 | )    |  | $ | (21,348 | )
|                                                                                                        |  |                          |         |   |      |   |         |      |  |   |         |  
|Basic and diluted net loss per common shareas reported                                                 |  | $                        | (1.38   | ) |      | $ | (1.17   | )    |  | $ | (0.77   | )
|                                                                                                        |  |                          |         |   |      |   |         |      |  |   |         |  
|Basic and diluted net loss per common sharepro forma                                                   |  | $                        | (1.60   | ) |      | $ | (1.38   | )    |  | $ | (0.89   | )
|                                                                                                        |  |                          |         |   |      |   |         |      |  |   |         |  



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.



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Comprehensive income



Components of other comprehensive income, including unrealized gains and losses on available-for-sale investments, were included as part of total
comprehensive income. For all periods presented, we have disclosed comprehensive income in the statement of stockholders equity.



Net loss per common share



Basic earnings per share excludes any dilutive effects of options and shares subject to repurchase. Diluted earnings per share includes the impact of
potentially dilutive securities.



|                                                                               |  |                                          |         |   |      |   |         |      |  |   |         |  
|------------------------------------------------------------------------------ |  | ---------------------------------------- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                               |  | Years Ended December 31,                 |        
|                                                                               |  | 2003                                     |         |   | 2002 |   |         | 2001 | 
|                                                                               |  | (In thousands, except per share amounts) |        
|Net loss                                                                       |  | $                                        | (50,642 | ) |      | $ | (34,782 | )    |  | $ | (18,566 | )
|Weighted average shares of common stock outstanding                            |  |                                          | 36,812  |   |      |   | 29,823  |      |  |   | 24,124  |  
|Less: weighted average outstanding shares subject to repurchase                |  |                                          |        |   |      |   | (37     | )    |  |   | (94     | )
|                                                                               |  |                                          |         |   |      |   |         |      |  |   |         |  
|Weighted average shares used in computing basic and diluted net loss per share |  |                                          | 36,812  |   |      |   | 29,786  |      |  |   | 24,030  |  
|                                                                               |  |                                          |         |   |      |   |         |      |  |   |         |  
|Basic and diluted net loss per share                                           |  | $                                        | (1.38   | ) |      | $ | (1.17   | )    |  | $ | (0.77   | )
|                                                                               |  |                                          |         |   |      |   |         |      |  |   |         |  



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.



|                    |  |              |  |           |  |          
|------------------- |  | ------------ |  | --------- |  | ---------
|                    |  | December 31,
|                    |  | 2003         |  | 2002      |  | 2001     
|Outstanding options |  | 5,297,010    |  | 4,850,665 |  | 3,521,656



Reclassification



Certain prior period amounts reflect the reclassification of intellectual
property related legal fees from research and development expenses to general and administrative expenses to conform to the current period presentation.



Recent accounting pronouncements



In January 2003, the FASB issued FASB Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an Interpretation
of ARB No. 51. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do
not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. In December 2003, the FASB issued FIN 46R, a revision to FIN 46. FIN 46R provides a broad deferral of
the latest date by which all public entities must apply FIN 46 to certain variable interest entities to the first reporting period ending after March 15, 2004. We do not expect the adoption of FIN 46 to have a material impact on our financial
position, cash flows or results of operations.



In May 2003,
the FASB issued SFAS No. 150, Accounting For Certain Financial Instruments with Characteristics of Both Liabilities and Equity, which establishes standards for how an issuer of financial instruments classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or in some



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circumstances, as an asset) if, at inception, the monetary value of the obligation is based solely or predominantly on: (a) a fixed monetary amount known at
inception, (b) variations in something other than the fair value of the issuers equity shares or (c) variations inversely related to changes in the fair value of the issuers equity shares. SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have an impact on our consolidated financial
statements.



2.    Cash and cash equivalents,
investments and restricted investments



The following is a
summary of cash and cash equivalents, investments and restricted investments (in thousands):



|                            |  |                   |         |                      |   |                       |  |                     |      |  |   |        
|--------------------------- |  | ----------------- | ------- | -------------------- | - | --------------------- |  | ------------------- | ---- |  | - | -------
|                            |  | December 31, 2003
|                            |  | AmortizedCosts    |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  | EstimatedFair Value
|Certificate of deposits     |  | $                 | 1,796   |                      | $ |                      |  | $                   |     |  | $ | 1,796  
|Corporate notes             |  |                   | 80,860  |                      |   | 26                    |  |                     | (7)  |  |   | 80,879 
|Commercial paper            |  |                   | 99,413  |                      |   | 9                     |  |                     |     |  |   | 99,422 
|Government notes            |  |                   | 10,606  |                      |   | 33                    |  |                     | (11) |  |   | 10,628 
|Cash and money market funds |  |                   | 8,363   |                      |   |                      |  |                     |     |  |   | 8,363  
|                            |  |                   |         |                      |   |                       |  |                     |      |  |   |        
|Total                       |  | $                 | 201,038 |                      | $ | 68                    |  | $                   | (18) |  | $ | 201,088
|                            |  |                   |         |                      |   |                       |  |                     |      |  |   |        
|Reported as:                |  |                   |         |                      |   |                       |  |                     |      |  |   |        
|Cash and cash equivalents   |  | $                 | 76,851 
|Short-term investments      |  |                   | 105,802
|Long-term investments       |  |                   | 16,639 
|Restricted investments      |  |                   | 1,796  
|                            |  |                   |         |                      |   |                       |  |                     |      |  |   |        
|Total                       |  | $                 | 201,088
|                            |  |                   |         |                      |   |                       |  |                     |      |  |   |        



|                            |  |                   |         |                      |   |                       |  |                     |   |  |   |        
|--------------------------- |  | ----------------- | ------- | -------------------- | - | --------------------- |  | ------------------- | - |  | - | -------
|                            |  | December 31, 2002
|                            |  | AmortizedCosts    |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  | EstimatedFair Value
|Certificate of deposits     |  | $                 | 1,796   |                      | $ |                      |  | $                   |  |  | $ | 1,796  
|Corporate notes             |  |                   | 60,058  |                      |   |                      |  |                     |  |  |   | 60,058 
|Commercial paper            |  |                   | 35,037  |                      |   | 2                     |  |                     |  |  |   | 35,039 
|Government notes            |  |                   | 4,429   |                      |   | 28                    |  |                     |  |  |   | 4,457  
|Cash and money market funds |  |                   | 2,932   |                      |   |                      |  |                     |  |  |   | 2,932  
|                            |  |                   |         |                      |   |                       |  |                     |   |  |   |        
|Total                       |  | $                 | 104,252 |                      | $ | 30                    |  | $                   |  |  | $ | 104,282
|                            |  |                   |         |                      |   |                       |  |                     |   |  |   |        
|Reported as:                |  |                   |         |                      |   |                       |  |                     |   |  |   |        
|Cash and cash equivalents   |  | $                 | 34,688 
|Short-term investments      |  |                   | 61,544 
|Long-term investments       |  |                   | 4,254  
|Restricted investments      |  |                   | 3,796  
|                            |  |                   |         |                      |   |                       |  |                     |   |  |   |        
|Total                       |  | $                 | 104,282
|                            |  |                   |         |                      |   |                       |  |                     |   |  |   |        



The net realized gains
on sales of available for sales investments were not material in 2003, 2002 and 2001. Realized gains and losses were calculated based on the specific identification method. At December 31, 2003 and 2002, the weighted average maturities of our
available-for-sale securities were 78 days and 60 days.



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3.    Property and equipment



Property and equipment consist of the following (in thousands):



|                                               |  |              |        |   |      |   |        |  
|---------------------------------------------- |  | ------------ | ------ | - | ---- | - | ------ | -
|                                               |  | December 31, |       
|                                               |  | 2003         |        |   | 2002 |  
|Laboratory equipment                           |  | $            | 4,265  |   |      | $ | 5,010  |  
|Office furniture and equipment                 |  |              | 1,363  |   |      |   | 577    |  
|Leasehold improvements                         |  |              | 3,196  |   |      |   | 1,377  |  
|                                               |  |              |        |   |      |   |        |  
|                                               |  |              | 8,824  |   |      |   | 6,964  |  
|Less accumulated depreciation and amortization |  |              | (3,436 | ) |      |   | (5,285 | )
|                                               |  |              |        |   |      |   |        |  
|Property and equipment, net                    |  | $            | 5,388  |   |      | $ | 1,679  |  
|                                               |  |              |        |   |      |   |        |  



Property and equipment
includes assets under capitalized leases at December 31, 2003 and 2002 of approximately $1.0 million and $196,000. Accumulated amortization related to leased assets was approximately $254,000 and $74,000 at December 31, 2003 and 2002.



4.    Restricted investments



As of December 31, 2003, $1.8 million of our total cash and cash equivalents
was restricted, held in a certificate of deposit for specific purposes. Under our operating lease agreement for the facility located in Palo Alto, California, we are required to maintain a security deposit in the form of a letter of credit equal to
approximately $1.8 million (see Note 5).



|5.Commitments |  | 
|------------- |  | 



Capital leases and loans



In August 2002, we
entered into a Master Lease Agreement, as amended, relating to an equipment lease facility and a related Master Security Agreement, as amended, relating to a line of credit secured by equipment and tenant improvements. Collectively, these credit
facilities provide for a line of credit of up to approximately $2.5 million, consisting of approximately $1.9 million relating to the Master Lease Agreement and approximately $600,000 relating to the Master Security Agreement. Both credit facilities
have a drawdown period of one year. Draws on the Master Lease Agreement have a payment term of 42 months with an early buyout option at 36 months. Draws on the Master Security Agreement have a payment term of 36 months. Draws under both agreements
will bear interest at a rate to be fixed at the time of drawdown, calculated as 675 basis points above the current four-year Treasury Constant Maturities rate. At December 31, 2003, draws under both credit facilities totaled approximately $2.5
million, bearing interest rates between 4.3% and 10.9%. 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. As of December 31, 2003, we are in compliance with the financial covenants.



In August 2003, we entered into a Loan and Security Agreement relating to an equipment facility secured by equipment purchased. The Agreement provides for a line of credit of up to $1.5 million and has a drawdown
period of one year. Draws on the Loan and Security Agreement have a payment term of 36 months and will bear interest at a rate fixed at the time of each advance at a per annum rate of 375 basis points above the current thirty-six (36) month Treasury
Constant Maturity rate provided that at no time shall such interest rate be less than 5.09% per annum. At December 31, 2003, draws under this credit facility totaled approximately $368,000, bearing an interest rate of 5.9%. 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. As of December 31, 2003, we are in compliance with the financial terms of the arrangement.



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As of December 31, 2003, payments under capital leases and loan are as follows:



|                                  |  |                |       |       |   |       |  |   |      
|--------------------------------- |  | -------------- | ----- | ----- | - | ----- |  | - | -----
|                                  |  | CapitalLeases  |       | Loans |   | Total
|                                  |  | (in thousands)
|Year ending December 31:          |  |                |       |       |   |       |  |   |      
|2004                              |  | $              | 301   |       | $ | 771   |  | $ | 1,072
|2005                              |  |                | 318   |       |   | 751   |  |   | 1,069
|2006                              |  |                | 246   |       |   | 273   |  |   | 519  
|                                  |  |                |       |       |   |       |  |   |      
|Total                             |  | $              | 865   |       | $ | 1,795 |  |   | 2,660
|Less amount representing interest |  |                | 260  
|                                  |  |                |       |       |   |       |  |   |      
|Present value of future payments  |  |                | 2,400
|Reported as current portion       |  |                | 907  
|                                  |  |                |       |       |   |       |  |   |      
|Non-current portion               |  | $              | 1,493
|                                  |  |                |       |       |   |       |  |   |      



Operating leases



In July 2002, we entered into a lease for a new 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. The remaining $2.0 million in leasehold improvements financed by the lessor will 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 are payable monthly on the outstanding balance of the remaining $2.0
million in leasehold improvements financed by the lessor. All amounts owed related to the remaining $2.0 million have been included in the total rental payments reflected in the table below. 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 $1.8 million. This letter of credit must be secured by either a deposit account or a securities account and at December 31, 2003, 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 $75,000 with terms
ranging from 36 months to 60 months.



Future minimum
rental payments under the operating leases as of December 31, 2003 are as follows:



|                         |  |                  |       
|------------------------ |  | ---------------- | ------
|                         |  | Operating Leases
|                         |  | (in thousands)  
|Year ending December 31, |  |                  |       
|2004                     |  | $                | 3,263 
|2005                     |  |                  | 5,203 
|2006                     |  |                  | 3,296 
|2007                     |  |                  | 3,392 
|Thereafter               |  |                  | 23,576
|                         |  |                  |       
|Total                    |  | $                | 38,730
|                         |  |                  |       



Rent expense under
operating leases was approximately $4.1 million in 2003, $581,000 in 2002 and $537,000 in 2001. In September 2003, we determined that there was excess office space associated with our



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move in March 2003 from South San Francisco to Palo Alto, California for which a sublease could not be obtained. We vacated approximately 7,000 square feet
of leased office space in South San Francisco with a lease term through September 2004. During 2003, we recorded a charge of approximately $206,000 to rent expense, representing the entire future minimum lease payments related to the excess space.



6.    Stockholders equity



Follow-on public offerings



In August 2003, we filed a registration statement on Form S-3 to offer and
sell equity and debt securities in one or more offerings up to a total dollar amount of $150 million. On October 24, 2003, the SEC declared this registration statement effective. On November 6, 2003, we filed a registration statement on Form S-3 to
increase the amount of equity and debt securities to be sold pursuant to the registration statement by $2,500,000. Pursuant to applicable securities laws, this registration statement became effective upon its filing with the SEC. In November 2003,
we completed a follow-on offering in which we sold 6.5 million shares and a corporate stockholder sold 1 million shares of our common stock at a price of $20.00 per share. In December 2003, the underwriters fully exercised their option to purchase
1.125 million shares of our common stock at $20.00 per share from us to cover over-allotments. The company received net proceeds of approximately $142.8 million from the offerings, net of underwriting discounts and commissions and related expenses.



In May 2002, we filed a registration statement on Form S-3 to
offer and sell, from time to time, equity and debt securities in one or more offerings up to a total dollar amount of $100 million. On July 12, 2002, the SEC declared this registration statement effective. In October 2002, we completed a follow-on
offering of 7.5 million shares of our common stock, at $11.50 per share, pursuant to this registration statement. The aggregate net proceeds from this follow-on public offering were approximately $80.3 million.



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 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



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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.



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.



At December 31, 2003, 2002 and 2001 authorized and unissued shares of common stock for issuance under the 2000 Plan were 5,736,094, 4,426,410 and
3,133,802. At December 31, 2003, 2002 and 2001, 3,900,947, 3,380,002 and 1,887,500 options were outstanding under the 2000 Plan.



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. 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. At
December 31, 2003, 2002 and 2001 authorized and unissued shares of common stock for issuance under the Directors Plan were 251,459, 251,459 and 280,000. At December 31, 2003, 2002 and 2001, options outstanding under the Directors Plan
were 145,000, 70,000 and 100,000.



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



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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. Through the end of December 31, 2003, we have issued a total of 218,324 shares under this plan, and
481,676 shares remain available for future issuance. The weighted average per share fair value for shares purchased under our Purchase Plan during 2003, 2002 and 2001 was $5.33, $3.72 and $3.36.



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, 2003, 2002 and 2001, 1,212,085, 1,311,152 and 1,401,834 options were outstanding 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.



1988
Stock Option Plan



The 1988 Stock Option Plan (the
1988 Plan) was adopted in February 1989. At December 31, 2003, 2002 and 2001, 38,998, 89,511 and 132,322 options were outstanding under the 1988 Plan. The 1988 Plan was terminated upon our initial public offering and no new options can
be granted under this plan. The termination of the 1988 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, 2003 is as follows:



|                                       |  |                          |                 |  |                     |                             |  |   |      
|-------------------------------------- |  | ------------------------ | --------------- |  | ------------------- | --------------------------- |  | - | -----
|                                       |  | SharesAvailablefor Grant |                 |  | Outstanding Options
|                                       |  |                          | Number ofshares |  |                     | WeightedAvg. Priceper share
|Balance, December 31, 2000             |  | 1,853,250                |                 |  | 2,647,301           |                             |  | $ | 2.76 
|Shares terminated, 1988 and 1996 plans |  | (248,987                 | )               |  |                    |                             |  |   |     
|Authorized                             |  | 1,133,802                |                 |  |                    |                             |  |   |     
|Granted                                |  | (1,598,250               | )               |  | 1,598,250           |                             |  | $ | 7.54 
|Exercised                              |  |                         |                 |  | (437,408            | )                           |  | $ | 1.66 
|Cancelled                              |  | 286,487                  |                 |  | (286,487            | )                           |  | $ | 3.18 
|                                       |  |                          |                 |  |                     |                             |  |   |      
|Balance, December 31, 2001             |  | 1,426,302                |                 |  | 3,521,656           |                             |  | $ | 5.03 
|Shares terminated, 1988 and 1996 plans |  | (10,839                  | )               |  |                    |                             |  |   |     
|Authorized                             |  | 1,388,274                |                 |  |                    |                             |  |   |     
|Granted                                |  | (1,933,500               | )               |  | 1,933,500           |                             |  | $ | 11.48
|Exercised                              |  |                         |                 |  | (246,861            | )                           |  | $ | 4.73 
|Cancelled                              |  | 357,630                  |                 |  | (357,630            | )                           |  | $ | 10.18
|                                       |  |                          |                 |  |                     |                             |  |   |      
|Balance, December 31, 2002             |  | 1,227,867                |                 |  | 4,850,665           |                             |  | $ | 7.24 
|Shares terminated, 1988 and 1996 plans |  | (35,087                  | )               |  |                    |                             |  |   |     
|Authorized                             |  | 1,500,000                |                 |  |                    |                             |  |   |     
|Granted                                |  | (1,201,500               | )               |  | 1,201,500           |                             |  | $ | 15.06
|Exercised                              |  |                         |                 |  | (304,829            | )                           |  | $ | 5.28 
|Cancelled                              |  | 450,326                  |                 |  | (450,326            | )                           |  | $ | 8.88 
|                                       |  |                          |                 |  |                     |                             |  |   |      
|Balance, December 31, 2003             |  | 1,941,606                |                 |  | 5,297,010           |                             |  | $ | 8.99 
|                                       |  |                          |                 |  |                     |                             |  |   |      



The weighted average
fair value of options granted during 2003, 2002 and 2001 was $9.55, $6.34 and $5.98. The weighted average exercise price of options exercisable during 2003, 2002 and 2001 was $4.88, $3.49 and $2.16.



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The following table summarizes information about the stock options outstanding at December 31, 2003:



|                        |  |                     |  |                                                  |  |                            |       |                 |           |                            |   |      
|----------------------- |  | ------------------- |  | ------------------------------------------------ |  | -------------------------- | ----- | --------------- | --------- | -------------------------- | - | -----
|                        |  | Options Outstanding |  | Options Exercisable                             
|Range of Exercise Price |  | Number ofshares     |  | WeightedAvg.RemainingContractual Life(in years) |  | WeightedAvg.ExercisePrice |       | Number ofShares |           | WeightedAvg.ExercisePrice
|$  1.00  $  1.60       |  | 1,087,919           |  | 4.31                                             |  | $                          | 1.55  |                 | 1,087,919 |                            | $ | 1.55 
|$  2.00  $  3.81       |  | 501,994             |  | 6.88                                             |  | $                          | 3.22  |                 | 392,425   |                            | $ | 3.11 
|$  7.06  $  8.25       |  | 527,123             |  | 7.26                                             |  | $                          | 7.68  |                 | 357,749   |                            | $ | 7.73 
|$10.13  $10.27         |  | 907,849             |  | 8.19                                             |  | $                          | 10.26 |                 | 196,062   |                            | $ | 10.24
|$10.37  $12.11         |  | 939,500             |  | 8.42                                             |  | $                          | 11.25 |                 | 267,408   |                            | $ | 11.14
|$12.20  $16.66         |  | 922,125             |  | 8.97                                             |  | $                          | 13.05 |                 | 69,230    |                            | $ | 13.20
|$18.53  $23.05         |  | 410,500             |  | 9.71                                             |  | $                          | 20.31 |                 | 0         |                            | $ | 0.00 
|                        |  |                     |  |                                                  |  |                            |       |                 |           |                            |   |      
|$  1.00  $23.05        |  | 5,297,010           |  | 7.47                                             |  | $                          | 8.99  |                 | 2,370,793 |                            | $ | 4.88 
|                        |  |                     |  |                                                  |  |                            |       |                 |           |                            |   |      



FAS 123 Pro Forma Information



Pro forma information regarding net loss and loss per
share required by SFAS 123 as disclosed in Note 1 has been determined as if we had accounted for our employee stock options under the fair value method of SFAS 123. The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average assumptions:



|                                |  |                                             |   |  |                                              |   |  |      |   |  |      |   |  |       |   |  |       |  
|------------------------------- |  | ------------------------------------------- | - |  | -------------------------------------------- | - |  | ---- | - |  | ---- | - |  | ----- | - |  | ----- | -
|                                |  | Stock Option Plans Years Ended December 31, |   |  | Stock Purchase Plan Years Ended December 31, |  
|                                |  | 2003                                        |   |  | 2002                                         |   |  | 2001 |   |  | 2003 |   |  | 2002  |   |  | 2001  |  
|Expected stock price volatility |  | 77.1                                        | % |  | 81.5                                         | % |  | 93.2 | % |  | 86.8 | % |  | 106.4 | % |  | 109.3 | %
|Risk-free interest rate         |  | 2.99                                        | % |  | 3.54                                         | % |  | 4.06 | % |  | 2.11 | % |  | 4.06  | % |  | 4.55  | %
|Expected life (in years)        |  | 5.0                                         |   |  | 5.0                                          |   |  | 5.0  |   |  | 1.36 |   |  | 1.38  |   |  | 1.22  |  
|Expected dividend yield         |  | 0.0                                         | % |  | 0.0                                          | % |  | 0.0  | % |  | 0.0  | % |  | 0.0   | % |  | 0.0   | %



During 2001, we issued
60,000 options to non-employees in exchange for services performed for Telik. There were no options issued to non-employees in 2003 and 2002. We recorded non-employee related compensation expenses of $266,000 in 2003, $171,000 in 2002, and $47,000
in 2001. In accordance with SFAS 123 and EITF 96-18, options granted to consultants and other non-employees are periodically revalued as they vest.



Deferred compensation



During the years ended December 31, 2000 and 1999, in connection with options granted to employees, we recorded deferred stock compensation of $2.6
million and $260,000, representing the difference between the exercise price of the options and the deemed fair value of the common stock. These amounts are being amortized to operations over the vesting periods of the options on a straight-line
basis.



We recorded amortization of deferred stock compensation
of approximately $419,000, $511,000, and $558,000 for the years ended December 31, 2003, 2002 and 2001.



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Reserved Shares



At December 31, 2003, common stock subject to future issuance is as follows:



|                                               |  |          
|---------------------------------------------- |  | ---------
|1988 Stock option plan                         |  | 38,998   
|1996 Stock option plan                         |  | 1,212,065
|2000 Equity incentive plan                     |  | 5,736,094
|2000 Non-employee directors stock option plan |  | 251,459  
|2000 Employee stock purchase plan              |  | 481,676  
|                                               |  |          
|                                               |  | 7,720,292
|                                               |  |          



7.    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 (in thousands):



|                                |  |              |         |   |      |   |         |  
|------------------------------- |  | ------------ | ------- | - | ---- | - | ------- | -
|                                |  | December 31, |        
|                                |  | 2003         |         |   | 2002 |  
|Deferred tax assets             |  |              |         |   |      |   |         |  
|Net operating loss carryforward |  | $            | 56,626  |   |      | $ | 39,100  |  
|Research credits                |  |              | 11,941  |   |      |   | 3,100   |  
|Capitalized research expenses   |  |              | 4,777   |   |      |   | 3,100   |  
|Other                           |  |              | 708     |   |      |   | 1,250   |  
|                                |  |              |         |   |      |   |         |  
|Total deferred tax assets       |  |              | 74,052  |   |      |   | 46,550  |  
|Valuation allowance             |  |              | (74,052 | ) |      |   | (46,550 | )
|                                |  |              |         |   |      |   |         |  
|Net deferred tax assets         |  | $            |        |   |      | $ |        |  
|                                |  |              |         |   |      |   |         |  



Realization of
deferred tax assets is dependent upon future earnings, if any, 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 $27.5 million
and $13.7 million during 2003 and 2002.



As of December 31,
2003, we had net operating loss carryforwards for federal income tax purposes of approximately $160.0 million which will expire in the years 2004 through 2022 and federal research and development tax credits of approximately $6.7 million which will
expire in the years 2004 through 2012.



As of December 31,
2003, we had net operating loss carryforwards for state income tax purposes of approximately $38.0 million which expire in the years 2004 through 2012 and state research and development credits of approximately $5.3 million which do not expire.



Utilization of our net operating loss and credit carryforwards
may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation may result in the expiration of net operating loss and credits
before utilization.



8.    Related party transactions



In December 1996, we entered into a collaboration and
license agreement with a Japanese pharmaceutical company, Sanwa Kagaku Kenkyusho Co., Ltd., focusing on diabetes. We also entered into a screening services



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agreement with Sanwa in which we agreed to employ our proprietary TRAP technology to identify compounds that are active against biological targets identified
by Sanwa. We amended the screening services agreement, most recently in March 2002.



Under the collaboration agreement and related license, we have received payments for certain research and development activities, and may receive payments for achievement of specified development milestones, such as
initiation of clinical trials and submission of Sanwas request for regulatory approval, and for royalties on product sales, if any, in several countries in Asia. To-date we have received a total of $12.0 million from Sanwa under the
collaboration agreement and we may receive up to $10.0 million more in the future for the achievement of the development milestones mentioned previously. In addition to research funding, Sanwa invested an aggregate of $11.0 million in our equity
securities during the years of 1996 through 1998.



In June 2000
we made a loan to an officer in connection with the exercise of an option to purchase 96,000 shares of Telik common stock.This full recourse loan was for the aggregate amount of $153,600, bearing annual interest of 6.5%. In 2001, the officer
made a principal payment in the amount of $48,000. The remaining loan principal of $105,600, with accumulated interest was paid in full during 2002.



From October 1998 to October 2001, Gail L. Brown, MD has served as a consultant to Telik on matters involving the clinical development of our products.
Dr. Brown is the spouse of Dr. Michael Wick, our President, Chief Executive Officer and Chairman. In November 2001, Dr. Brown joined Telik as Senior Vice President and Chief Medical Officer.



9.    401(k) Plan



We maintain a defined-contribution savings plan under Section 401(k) of the
Internal Revenue Code. The plan covers substantially all full-time employees. 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.



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10.    Quarterly financial information (unaudited)



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



|                                                                                       |         |      |         |         |      |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |         |        |   |  |   |        |   |  |   |        |  
|-------------------------------------------------------------------------------------- | ------- | ---- | ------- | ------- | ---- | - | ------- | - |  | ------- | ------- | - | ------- | - | ------- | ------- |  | - | ------- | - |  | ------- | ------ | - |  | - | ------ | - |  | - | ------ | -
|Quarter Ended                                                                          |         | 2003 |         |         | 2002 |  
|                                                                                       | Dec. 31 |      |         | Sep. 30 |      |   | Jun. 30 |   |  | Mar. 31 |         |   | Dec. 31 |   |         | Sep. 30 |  |   | Jun. 30 |   |  | Mar. 31 |       
|Total revenues                                                                         |         | $    | 7       |         |      | $ | 6       |   |  | $       | 173     |   |         | $ | 250     |         |  | $ | 250     |   |  | $       | 250    |   |  | $ | 365    |   |  | $ | 422    |  
|                                                                                       |         |      |         |         |      |   |         |  
|Operating costs and expenses:                                                          |         |      |         |         |      |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |         |        |   |  |   |        |   |  |   |        |  
|Research and development(1)                                                            |         |      | 11,660  |         |      |   | 10,671  |   |  |         | 10,262  |   |         |   | 9,718   |         |  |   | 11,536  |   |  |         | 6,661  |   |  |   | 8,022  |   |  |   | 4,330  |  
|General and administrative(1)                                                          |         |      | 3,202   |         |      |   | 2,628   |   |  |         | 2,080   |   |         |   | 2,005   |         |  |   | 1,836   |   |  |         | 1,593  |   |  |   | 1,627  |   |  |   | 1,609  |  
|                                                                                       |         |      |         |         |      |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |         |        |   |  |   |        |   |  |   |        |  
|Total operating costs and expenses                                                     |         |      | 14,862  |         |      |   | 13,299  |   |  |         | 12,342  |   |         |   | 11,723  |         |  |   | 13,372  |   |  |         | 8,254  |   |  |   | 9,649  |   |  |   | 5,939  |  
|                                                                                       |         |      |         |         |      |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |         |        |   |  |   |        |   |  |   |        |  
|Loss from operations                                                                   |         |      | (14,855 | )       |      |   | (13,293 | ) |  |         | (12,169 | ) |         |   | (11,473 | )       |  |   | (13,122 | ) |  |         | (8,004 | ) |  |   | (9,284 | ) |  |   | (5,517 | )
|Interest income, net                                                                   |         |      | 325     |         |      |   | 190     |   |  |         | 271     |   |         |   | 362     |         |  |   | 489     |   |  |         | 179    |   |  |   | 205    |   |  |   | 272    |  
|                                                                                       |         |      |         |         |      |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |         |        |   |  |   |        |   |  |   |        |  
|Net loss                                                                               |         | $    | (14,530 | )       |      | $ | (13,103 | ) |  | $       | (11,898 | ) |         | $ | (11,111 | )       |  | $ | (12,633 | ) |  | $       | (7,825 | ) |  | $ | (9,079 | ) |  | $ | (5,245 | )
|                                                                                       |         |      |         |         |      |   |         |   |  |         |         |   |         |   |         |         |  |   |         |   |  |         |        |   |  |   |        |   |  |   |        |  
|Net loss per common share, basic and diluted (2)                                       |         | $    | (0.36   | )       |      | $ | (0.37   | ) |  | $       | (0.33   | ) |         | $ | (0.31   | )       |  | $ | (0.36   | ) |  | $       | (0.28  | ) |  | $ | (0.33  | ) |  | $ | (0.19  | )
|Weighted average shares used in computing net loss per common share, basic and diluted |         |      | 39,822  |         |      |   | 35,895  |   |  |         | 35,840  |   |         |   | 35,657  |         |  |   | 35,496  |   |  |         | 28,174 |   |  |   | 27,808 |   |  |   | 27,738 |  

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|(1) |  | Quarterly data for year 2002 reflect the reclassification of intellectual property related legal fees from research and administration expense to general and administrative expense
to conform with our presentation in 2003.
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|(2) |  | Net loss per common 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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