Agreement, dated May 18, 2006



 Exhibit 10.2 
 AGREEMENT 
 This Agreement (this “Agreement”) is entered into effective as of May 18,
2006, by and among Eastbourne Capital Management, L.L.C. (“ECM”), Black Bear Offshore Master Fund, L.P., a Cayman Islands limited partnership (“BBOM”), Black Bear Fund I, L.P., a California limited partnership (“BB I”),
Black Bear Fund II, L.L.C., a California limited liability company (“BB II”), and Richard J. Barry (“Barry,” and together with ECM, BBOM, BB I and BB II, “Eastbourne”) and Telik, Inc., a Delaware corporation (the
“Company”). Capitalized terms not defined herein will have the meaning given in the Rights Agreement, dated November 2, 2001, by and between the Company and Wells Fargo Bank Minnesota, N.A., replaced by Computershare Shareholder
Services, Inc. and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”). 
 A. As of May 17, 2006,
Eastbourne had Beneficial Ownership, in the aggregate, of approximately 10,449,084 shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”). 
 B. Except as otherwise disclosed in the most recent Schedule 13G filed by Eastbourne, Eastbourne’s Beneficial Ownership of the Common Stock is
primarily attributable to investment power exercisable by ECM with respect to shares of the Common Stock managed for its clients. 
 C.
Eastbourne has indicated to the Company that it desires to purchase additional shares of the Common Stock on behalf of its clients and itself in amounts likely to cause Eastbourne’s Beneficial Ownership to exceed 20% of the issued and
outstanding shares of the Common Stock. 
 D. Pursuant to Section 1 of the Rights Agreement, a Person who or which, together with all
Affiliates and Associates (each as defined in the Rights Agreement), becomes the Beneficial Owner of 20% or more of the issued and outstanding Common Stock is an “Acquiring Person” for purposes of the Rights Agreement. 
 E. The Company has determined that purchases of a limited number of additional shares of the Common Stock by Eastbourne pursuant to the terms of this
Agreement would not currently be adverse or hostile to the Company or inconsistent with the purpose and intent of the Board of Directors of the Company in adopting the Rights Agreement. 
 Accordingly, in consideration of the foregoing premises and the mutual covenants, representations and warranties contained in this Agreement, Eastbourne
and the Company agree as follows: 
 1. Representations and Warranties of Eastbourne. ECM, BBOM, BB I, BB II and Barry jointly and
severally represent and warrant to, and agree with, the Company as follows: 
 (a) Assuming that a report pursuant to Section 13(g) of
the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) were required to have been filed as of May 17, 2006, Eastbourne would have reported Beneficial 







 Ownership of an aggregate of 10,449,084 shares of the Common Stock (the “Original Shares”) consisting of
approximately 19.9% of the issued and outstanding shares of the Common Stock as of such date (assuming that 52,253,223 shares of Common Stock are issued and outstanding), subject to such disclaimers of Beneficial Ownership by Eastbourne that may
have been made pursuant to such Section and the rules and regulations thereunder. 
 (b) As of the date hereof, Eastbourne’s Beneficial
Ownership of the Common Stock does not exceed 20% of the issued and outstanding Common Stock, assuming that 52,253,223 shares of Common Stock are issued and outstanding. 
 (c) Each Eastbourne entity has been provided with access to, or has received, a copy of, and is familiar with the terms of, the Rights Agreement. 
 (d) The Original Shares were acquired (i) in the ordinary course of business solely for investment purposes, (ii) not for the purpose of, and
do not have the effect of, changing or influencing the control of the Company and (iii) not in connection with or as a participant in any transaction having such purposes or effect. 
 (e) With the exception of ECM’s other clients, and their fiduciaries, to the knowledge of ECM, BBOM, BB I, BB II and Barry, no Person other than
Eastbourne is a Beneficial Owner of any of the Original Shares. 
 (f) Any additional shares of the Common Stock purchased by ECM, BBOM, BB
I, BB II or Barry or their affiliates after the date hereof (the “Additional Shares,” and together with the Original Shares, the “Eastbourne Shares”) will be acquired (i) in the ordinary course of business solely for
investment purposes, (ii) not for the purpose of, or with the effect of, changing or influencing the control of the Company and (iii) not in connection with or as a participant in any transaction having such purpose or effect. 

(g) The Company has not induced, and is not inducing, Eastbourne or their affiliates, or the clients of ECM, to purchase any additional shares of the
Common Stock and has not made and is not making any representation to Eastbourne or the clients of ECM as to the value of the Common Stock, the suitability of the Common Stock for investment by Eastbourne or the clients of ECM, or the past or future
results of the Company’s business and operations. 
 (h) ECM has sole voting and investment control over all of the Original Shares and
will have sole voting and investment control over any Additional Shares. 
 2. Voting of Shares. ECM shall vote the Original Shares in
the manner in which the Board of Directors of the Company has recommended generally in any proxy or consent solicitation to the stockholders of the Company, subject to ECM’s fiduciary duty to its clients. ECM shall vote the Additional Shares in
the manner in which the Board of Directors of the Company has recommended generally in any proxy or consent solicitation to the stockholders of the Company. 
 3. Sale of Shares. In the event that, within five (5) years after the date hereof, any of ECM, BBOM, BB I, BB II or Barry proposes to sell in a bona fide transaction any shares of the Common Stock (other
than (i) a sale in a “broker’s transaction” or in a transaction directly with a 
  

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 “market maker,” in either case as defined in and in a manner of sale consistent with paragraphs (f) and
(g) of Rule 144 promulgated under the Securities Act of 1933, as amended (the “1933 Act”), or (ii) in a sale from one ECM client to another ECM client), then Eastbourne shall provide to the Company not less than ten
(10) days prior written notice of such proposed transaction, specifying the number of shares of the Common Stock proposed to be sold, the price at which such shares are to be sold and the proposed purchaser of such shares, and shall only
complete such sale with the written consent of the Company (the “Consent”), such Consent to be provided or withheld at the Company’s sole discretion and without regard to the economic consequences of providing or withholding such
Consent. ECM, BBOM, BB I, BB II and Barry shall jointly and severally indemnify and hold harmless the Company and its representatives and employees from and against any liability, demand, cost of judgment or claim to which the Company may become
subject (regardless of whether or not such liability, demand, cost or claim relates to any third party claim) that arises out of or relates to the providing or withholding of any Consent. The obligations of ECM, BBOM, BB I, BB II and Barry in the
preceding sentence shall be in effect regardless of whether this Section 3 is otherwise in effect and survive the expiration or termination of this Agreement. The parties acknowledge that nothing in this Agreement, including, without
limitation, this section 3, implies that Eastbourne is an affiliate of the Company as that term is defined in Rule 144 under the 1933 Act. 
  

	4.	Standstill. ECM, BBOM, BB I, BB II and Barry jointly and severally agree with the Company that none of them shall: 

 (a) make, offer or propose (whether publicly or otherwise) to effect, initiate, cause or participate in (i) any acquisition of Beneficial Ownership
of the Common Stock resulting in an increase in its aggregate Beneficial Ownership of the Common Stock to a number of shares representing 25% or more of the outstanding shares of the Common Stock at any time without the prior written consent of the
Company, (ii) any acquisition of any assets, indebtedness or businesses of the Company or any assets, indebtedness or businesses of any subsidiary or other affiliate of the Company, (iii) any tender offer, exchange offer, merger, business
combination, recapitalization, restructuring, liquidation, dissolution or extraordinary transaction involving the Company or any subsidiary or other affiliate of the Company, or involving any securities, assets, indebtedness or businesses of the
Company or any securities, assets, indebtedness or businesses of any subsidiary or other affiliate of the Company (it being understood that “participate” does not preclude Eastbourne and its clients from tendering shares in any transaction
described in this clause (iii) as long as Eastbourne is passive in such transaction and otherwise has complied with this section 4 with respect to such transaction), (iv) any “solicitation” of “proxies” or stockholder
consents (as such terms are defined under Regulation 14A of the Exchange Act) with respect to any securities of the Company or any of its subsidiaries or other affiliates of the Company or (v) any stockholder proposals or recommendations or
nominations for election to the Board of Directors of the Company that would require disclosure in the Company’s proxy statement prepared in connection with its annual meetings of stockholders; 
 (b) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any
securities of the Company or any of its subsidiaries, or otherwise act in concert with any person in respect to any such securities, except that the ECM clients may be considered to be a “group”; 
  

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 (c) otherwise act, whether alone or in concert with others, to seek to propose to the Company, any
subsidiary of the Company or any of their stockholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the Company or any of its subsidiaries or otherwise seek or propose to influence or control
the Company’s management, Board of Directors or policies or to obtain representation on the Company’s Board of Directors; 
 (d)
take any action that might require the Company to make a public announcement regarding any of the types of matters set forth in clause “(a)” of this sentence; 
 (e) agree or offer to take, or encourage or propose (publicly or otherwise) the taking of, any action referred to in clause “(a)”, “(b)”, “(c)” or “(d)” of this sentence;

 (f) assist, induce or encourage any other Person to take any action of the type referred to in clause “(a)”, “(b)”,
“(c)”, “(d)” or “(e)” of this sentence; 
 (g) enter into any discussions, negotiations, arrangement or
agreement with any other Person relating to any of the foregoing; or 
 (h) request or propose that the Company or any of the Company’s
representatives amend, waive or consider the amendment or waiver of any provision set forth in this section 4. 
 ECM, BBOM, BB I, BB II
and Barry jointly and severally agree that, if any of them or its representatives are approached by any third party concerning any of their participation in a transaction involving any assets, indebtedness or business of, or securities issued by,
the Company or any of its subsidiaries or other affiliates, Eastbourne will promptly inform the Company of the nature of such transaction and the parties involved. 
 Notwithstanding anything in this section 4 to the contrary, ECM, BBOM, BB I, BB II or Barry may take any action or enter into any agreement, if recommended or approved by the Board of Directors of the Company.

 5. Amendment to Rights Agreement. Subject to the terms and conditions of this Agreement and in reliance upon the representations
and warranties of ECM, BBOM, BB I, BB II and Barry contained in this Agreement, the Company agrees to amend the definition of “Acquiring Person” in the Rights Agreement to provide that the percentage Beneficial Ownership of the outstanding
Common Stock used to determine whether a Person constitutes an “Acquiring Person” will be 25% or more in the case of Eastbourne. Promptly following the effective date of this Agreement and approval by the Board of Directors of the Company,
appropriate officers of the Company will execute an amendment to the Rights Agreement in substantially the form attached hereto as Exhibit A (the “Amendment”), instruct the Rights Agent to execute the Amendment and notify Eastbourne
when the Amendment has been fully executed. ECM, BBOM, BB I, BB II and Barry hereby covenant and agree not to effect any purchases or sales of the Common Stock before the first business day after the date of filing by the Company of a Form 8-K with
the Securities and Exchange Commission reporting such Amendment. Notwithstanding any other provision hereof or of such Amendment, the Amendment will have no effect on the definition of “Acquiring Person” with respect to any client of ECM
other than BBOM, BB I and BB II. 
  

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 6. Certain Provisions Unaffected. It is expressly understood and agreed that, notwithstanding the
terms of this Agreement or the Amendment, the Company shall not be precluded from a determination that ECM, BBOM, BB I, BB II or Barry or any client of ECM, is a Person causing the occurrence of a Section 11(a)(ii) event under
Section 11(a)(ii) of the Rights Agreement. 
 7. Certain Statutory Matters. ECM, BBOM, BB I, BB II and Barry understand and agree
that the provisions of Section 203 of the Delaware General Corporation Law, as amended, will continue to apply to Eastbourne entities, as well as the clients of ECM, and that execution and delivery of this Agreement and the Amendment on behalf
of the Company do not constitute approval of any acquisition of shares of the Common Stock by ECM, BBOM, BB I, BB II, Barry or the clients of ECM, or any other transaction, for the purposes of such Section 203 and do not result in Eastbourne
entities or the clients of ECM, not being, collectively or individually, an “interested stockholder” or “associate” as defined therein. ECM, BBOM, BB I, BB II and Barry acknowledge and agree that, except with respect to the
matters contemplated by this Agreement, the Company has not disclosed material nonpublic information to Eastbourne or any of ECM’s clients and that the Company is under no obligation to disclose such information to Eastbourne or any of
ECM’s clients. 
 8. Entire Agreement and Amendment. This Agreement contains the entire agreement among the parties with respect
to the subject matter of this Agreement. All prior and contemporaneous agreements, discussions or understandings, whether oral or written, are expressly superseded by this Agreement and are null and void. This Agreement may not be modified, waived,
discharged or amended, in whole or in part, except in writing signed by the parties. 
 9. Termination and Effect Thereof. 

(a) Except to the extent provided by Section 3 of this Agreement, Sections 2, 3 and 4 of this Agreement will not be in effect at any time that
Eastbourne Beneficially Owns less than 20% of the outstanding shares of the Common Stock, and, from and after the second anniversary hereof, the Company shall have the right to terminate this Agreement and reverse the Amendment, in its sole
discretion, from and after the date on which Eastbourne has not Beneficially Owned 20% or more of the outstanding shares of the Common Stock for a period of at least 20 trading days. 
 (b) If any of ECM, BBOM, BB I, BB II or Barry breaches its covenants, representations or agreements in this Agreement, the Company will have the right to
terminate this Agreement and to reverse the Amendment; provided, however, that any such termination will not prejudice any claim that the Company may have with respect to any breach of any representation, warranty or covenant hereunder
occurring prior to such termination. 
 10. No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties
hereto and is not intended to confer upon any other person any rights or remedies hereunder. 
  

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 11. Governing Law and Venue. This Agreement and the legal relations among the parties hereto will
be governed by, construed and enforced according to the internal laws of the State of Delaware (without regard to the laws of conflict of any jurisdiction) as to all matters, including, without limitation, matters of validity, interpretation,
construction, effect, performance and remedies. The parties to this Agreement hereby consent to the personal jurisdiction of the state and federal courts located in the State of Delaware in connection with any controversy related to this Agreement.

 12. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, and each such counterpart will be deemed
an original, but all such counterparts together will constitute one and the same instrument. Facsimile signatures shall be treated the same as originals. 
 The parties have caused this Agreement to be duly executed as of the day and year first above written. 
  

							
	EASTBOURNE CAPITAL MANAGEMENT, L.L.C.	  	TELIK, INC.
				
	By:	 	 /s/ Eric M. Sippel
	  	By:	 	 /s/ Michael M. Wick

		 	Eric M. Sippel	  		 	Dr. Michael M. Wick
				
	Its:	 	Chief Operating Officer	  	Its:	 	Chairman, President and Chief Executive Officer
		
	 /s/ Richard J. Barry
	  	BLACK BEAR OFFSHORE MASTER FUND, L.P.
	Richard J. Barry	  		 	
		 		  	By	 	Eastbourne Capital Management, L.L.C., its general partner
				
		 		  	By:	 	 /s/ Eric M. Sippel

		 		  		 	Eric M. Sippel
				
		 		  	Its:	 	Chief Operating Officer

  

 6. 









					
		  	BLACK BEAR FUND I, L.P.
			
		  	By	 	Eastbourne Capital Management, L.L.C., its general partner
			
		  	By:	 	 /s/ Eric M. Sippel

		  		 	Eric M. Sippel
			
		  	Its:	 	Chief Operating Officer
		
		  	BLACK BEAR FUND II, L.L.C.
			
		  	By	 	Eastbourne Capital Management, L.L.C., its managing member
			
		  	By:	 	 /s/ Eric M. Sippel

		  		 	Eric M. Sippel
			
		  	Its:	 	Chief Operating Officer

  

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 EXHIBIT A 
 AMENDMENT TO RIGHTS AGREEMENT 
 BETWEEN TELIK, INC. AND 
 COMPUTERSHARE SHAREHOLDER SERVICES, INC. AND 
 COMPUTERSHARE TRUST COMPANY, N.A. 
 THIS AMENDMENT TO RIGHTS
AGREEMENT (the “Amendment”) is made this 18th day of May, 2006, by and
between TELIK, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE SHAREHOLDER SERVICES, INC. AND
COMPUTERSHARE TRUST COMPANY, N.A. (the “Rights Agent”) to amend the Rights Agreement, dated November 2, 2001, by and between the Company and Wells Fargo Bank Minnesota, N.A., replaced
by Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”). 
 WHEREAS, pursuant to the Rights Agreement, certain rights to purchase shares of the Company’s Series A Junior Participating Preferred Stock, par value $0.01 per share, become exercisable, subject to the terms and
conditions set forth in the Rights Agreement, if there is 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 of the Company (an
“Acquiring Person”) or 10 business days 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; 
 WHEREAS, Eastbourne Capital Management, L.L.C. (“ECM”), Black Bear Offshore Master Fund, L.P., a
Cayman Islands limited partnership (“BBOM”), and Richard J. Barry (“Barry,” and together with ECM, BBOM, Black Bear Fund I, L.P., a California limited partnership, and Black Bear Fund II, L.L.C., a California limited liability
company, the “Eastbourne Entities”) have reported that they beneficially owned in the aggregate 19.9% of the Common Shares of the Company; 
 WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Company has determined that it is in the best interest of the Company and its stockholders to amend the
Rights Agreement to exclude from the definition of an “Acquiring Person” the Eastbourne Entities, but only so long as none of the Eastbourne Entities, together with any of their respective affiliates or associates, either individually or
collectively, is the beneficial owner of 25% or more of the Common Shares then outstanding; and 
 WHEREAS, the Board
of Directors of the Company has approved this Amendment and authorized its appropriate officers to execute and deliver the same to the Rights Agent. 
 NOW, THEREFORE, in accordance with the procedures for amendment of the Rights Agreement set forth in Section 27 thereof, and in consideration of the foregoing and the mutual
agreements herein set forth, the parties hereby agree as follows: 
 1. Capitalized terms that are not otherwise defined herein shall
have the meanings ascribed to them in the Rights Agreement. 
 2. The definition of “Acquiring Person” set forth in
Section 1(a) of the Rights Agreement is amended in its entirety to read as follows: 
 “Acquiring Person” shall mean any Person
(as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) 







 of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 20% or more of the
Common Shares then outstanding. Notwithstanding the foregoing, (A) the term Acquiring Person shall not include (i) the Company, (ii) any Subsidiary (as such term is hereinafter defined) of the Company, (iii) any employee benefit
or compensation plan of the Company or any Subsidiary of the Company, (iv) any entity holding Common Shares for or pursuant to the terms of any such employee benefit or compensation plan, or (v) any of Eastbourne Capital Management, L.L.C.
(solely in connection with investment power exercisable by Eastbourne Capital Management, L.L.C. with respect to Common Shares managed for Black Bear Offshore Master Fund, L.P., a Cayman Islands limited partnership, Black Bear Fund I, L.P., a
California limited partnership, and Black Bear Fund II, L.L.C., a California limited liability company), Black Bear Offshore Master Fund, L.P., a Cayman Islands limited partnership, Black Bear Fund I, L.P., a California limited partnership, Black
Bear Fund II, L.L.C., a California limited liability company, and Richard J. Barry (collectively the “Eastbourne Entities”), but only so long as none of the Persons described in this clause (v), together with any of their respective
Affiliates or Associates, either individually or collectively, is the Beneficial Owner of 25% or more of the Common Shares then outstanding, and (B) no Person shall become an “Acquiring Person” either (x) as the result of an
acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 20% (or 25% with respect to the Eastbourne Entities) or more of the
Common Shares then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 20% (or 25% with respect to the Eastbourne Entities) or more of the Common Shares then outstanding by reason of share purchases by the Company
and shall, following written notice from, or public disclosure by the Company of such share purchases by the Company, become the Beneficial Owner of any additional Common Shares without the prior consent of the Company and shall then Beneficially
Own more than 20% (or 25% with respect to the Eastbourne Entities) of the Common Shares then outstanding, then such Person shall be deemed to be an “Acquiring Person,” (y) as the result of the acquisition of Common Shares directly
from the Company, provided, however that if a Person shall become the Beneficial Owner of 20% (or 25% with respect to the Eastbourne Entities) or more of the Common Shares then outstanding by reason of share purchases directly from the Company and
shall, after that date, become Beneficial Owner of any additional Common Shares without the prior written consent of the Company and shall then Beneficially Own more than 20% (or 25% with respect to the Eastbourne Entities) of the Common Shares then
outstanding, then such Person shall be deemed to be an “Acquiring Person” or (z) if the Board of Directors determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the
foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests, as promptly as practicable (as determined in good faith by the Board of Directors), but in any event within five Business Days, following receipt of
written notice from the Company of such event, of Beneficial Ownership of a sufficient number of Common Shares so that such Person would no longer be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph (a), then
such Person shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement; provided, however, that if such Person shall again become the Beneficial Owner of 20% (or 25% with respect to the Eastbourne Entities) or more
of the Common Shares then outstanding, such Person shall be deemed an “Acquiring Person,” subject to the exceptions set forth in this Section 1(a).” 
  

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 3. Section 2 of the Rights Agreement is hereby amended to read in its entirety as follows:
“APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints the Rights Agent to act as agent for the Company in accordance with the terms and conditions hereof, and the Rights
Agent hereby accepts such appointment. The Company may from time to time appoint such co-Rights Agents as it may deem necessary or desirable upon ten (10) days’ prior written notice to the Rights Agent. The Rights Agent shall have no
duty to supervise, and in no event be liable for, the acts or omissions of any such co-Rights Agent.” 
 4. The second sentence
of Section 18 of the Rights Agreement is hereby amended to read in its entirety as follows: 
 “The Company also agrees to indemnify
the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises.” 
 5. Section 21 of the Rights Agreement is hereby amended to read in its entirety as follows: 
 “CHANGE OF RIGHTS AGENT. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30
days’ notice in writing mailed to the Company and to each transfer agent for the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. Unless this Agreement is
otherwise terminated by the parties, in the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and
any required notice will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each
transfer agent for the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity
by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any
court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation business trust or limited liability company organized
and doing business under the laws of the United States or of any other state of the United States which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or
state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) a direct or indirect wholly owned subsidiary of such an entity or its wholly-owning parent. After
appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and
transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and 
  

 3. 








 deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the
effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent for the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the
successor Rights Agent, as the case may be.” 
 6. Section 26 of the Rights Agreement is hereby amended to read in its
entirety as follows: 
 “NOTICES. Notices or demands authorized by this Agreement to be given or
made by the Rights Agent or by the holder of any Right Certificate to or on the Company shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as
follows: 
 Telik, Inc. 
 3165
Porter Drive 
 Palo Alto, CA 94304-1213 
 Attn: Chief Executive Officer 
 Subject to the provisions of Section 21 hereof, any notice or demand authorized by this
Agreement to be given or made by the Company or by the holder of any Right Certificate to or on the Rights Agent shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing
with the Company) as follows: 
 Attn: Client Administration 
 Computershare Trust Company, N.A. 
 250 Royall Street, MS 3B 
 Canton, MA 02021 
 Notices or demands
authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Right Certificate shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Company.” 
 7. A new Section 35 hereby added to the Rights Agreement and
shall read in its entirety as follows: 
 “FORCE MAJEURE. Notwithstanding anything to
the contrary contained herein, Rights Agent shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or
malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.” 
 8. All references in the Rights Agreement to “20%” shall be followed by “(or 25% with respect to the Eastbourne Entities)”,
other than in the definition of “Acquiring Person” set forth in Section 1(a), which is amended as provided above. 
 9.
Computershare Shareholder Services, Inc. (f/k/a EquiServe, Inc.) is hereby removed as Rights Agent from and after the date hereof. 
  

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 10. Except as expressly set forth herein, this Amendment shall not alter, modify, amend or in any
affect any of the terms, conditions, covenants, obligations or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue to be in full force and effect. 
 11. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 
 12. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 
 13.
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 
 [SIGNATURE PAGES TO FOLLOW] 
  

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 IN WITNESS WHEREOF, the parties herein have caused
this Amendment to be duly executed and attested, all as of the date and year first above written. 
  

			
	TELIK, INC.
		
	By:	 	  
  

	
	Name:
	
	Title:
	
	COMPUTERSHARE SHAREHOLDER SERVICES, INC.
		
	By:	 	  

	
	Name:
	
	Title:
	
	COMPUTERSHARE TRUST COMPANY, N.A.
		
	By:	 	  

	
	Name:
	
	Title:


  

 6.