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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





AMENDMENT NO. 1

FORM 10-K/A





(Mark One)



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

For the fiscal year ended December 31, 2008

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: 001-33871





COUGAR BIOTECHNOLOGY, INC.

(Exact Name Of Registrant As Specified In Its Charter)







|                         |  |                                     
|------------------------ |  | ------------------------------------
|Delaware                 |  | 20-2903204                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

10990 Wilshire Blvd., Suite 1200

Los Angeles, CA 90024

(Address of Principal Executive Offices) (Zip Code)

(310) 943-8040

(Registrants Telephone Number, Including Area Code)





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



|                                          |  |                                          
|----------------------------------------- |  | -----------------------------------------
|Title of each class                       |  | Name of each exchange on which registered
|Common Stock, par value $0.0001 per share |  | The NASDAQ Stock Market LLC              

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

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

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

Indicate by check mark whether the
registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    x  Yes     ̈  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 the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer   ̈          Accelerated filer  x          Non-accelerated
filer   ̈          Smaller reporting company   ̈

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

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2008, based upon the last sale price reported for such date on the NASDAQ Global Market, was
$319,133,815. The calculation of the aggregate market value of voting and non-voting stock excludes 7,248,568 shares of the registrants common stock held by executive officers, directors, and persons who beneficially own 10% or more of the
registrants common stock. Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such
person is controlled by or under common control with the registrant.

As of March 1, 2009, a total of 20,773,134 shares of the
registrants Common Stock, $0.0001 par value, were outstanding.









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TABLE OF CONTENTS



|           |  |                                                                                                |  |     
|---------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                |  | Page
|           |  | Explanatory Note                                                                               |  | 1   
|           | 
|PART III   |  |                                                                                               
|           |  |                                                                                               
|Item 10    |  | Directors, Executive Officers and Corporate Governance                                         |  | 2   
|           |  |                                                                                               
|Item 11    |  | Executive Compensation                                                                         |  | 6   
|           |  |                                                                                               
|Item 12    |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 21  
|           |  |                                                                                               
|Item 13    |  | Certain Relationships and Related Transactions, and Director Independence                      |  | 23  
|           |  |                                                                                               
|Item 14    |  | Principal Accountant Fees and Services                                                         |  | 23  
|           | 
|PART IV    |  |                                                                                               
|           |  |                                                                                               
|Item 15    |  | Exhibits and Financial Statement Schedules                                                     |  | 25  
|           | 
|Signatures |  | 28                                                                                            



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Explanatory Note

This Amendment No. 1 on Form 10-K/A (Amendment No. 1) amends the Annual Report on Form 10-K of Cougar Biotechnology, Inc. (the
Company), as filed by the Company with the Securities and Exchange Commission, or the SEC, on March 16, 2009 (the Original Filing), and is being filed by the Company solely to replace Part III, Item 10 through
Item 14, and Part IV, Item 15. Except as otherwise stated herein, no other information contained in the Original Filing has been updated by this Amendment No. 1.

No attempt has been made in this Amendment No. 1 to modify or update the other disclosures contained in the Original Filing. This Amendment No. 1 does
not reflect events occurring after the filing of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with our periodic filings made with the SEC subsequent to the date of the Original Filing, including any
amendments to those filings, as well as any Current Reports filed on Form 8-K subsequent to the date of the Original Filing, if any. In addition, in accordance with applicable rules and regulations promulgated by the SEC, this Amendment No. 1
includes updated certifications from our principal executive officer and principal financial officer.



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Part III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------

Directors and Executive Officers

The following table lists our executive officers, directors and key employees and their
respective ages and positions as of the date of this report:



|                                 |  |     |  |                                                                                            
|-------------------------------- |  | --- |  | -------------------------------------------------------------------------------------------
|Name                             |  | Age |  | Positions                                                                                  
|Alan H. Auerbach                 |  | 39  |  | Director, Chief Executive Officer and President                                            
|Arie S. Belldegrun, M.D., FACS   |  | 59  |  | Director, Vice Chairman of the Board of Directors and Chairman of Scientific Advisory Board
|Charles R. Eyler                 |  | 61  |  | Senior Vice President, Finance, and Treasurer                                              
|Arturo M. Molina, M.D., MS, FACP |  | 50  |  | Executive Vice President, Clinical Research and Development, and Chief Medical Officer     
|Richard B. Phillips, Ph.D.       |  | 55  |  | Senior Vice President, Regulatory Affairs/Quality Assurance                                
|Harold J. Meyers                 |  | 76  |  | Director                                                                                   
|Michael S. Richman               |  | 48  |  | Director                                                                                   
|Russell H. Ellison, M.D., MSc.   |  | 61  |  | Director                                                                                   
|Thomas R. Malley                 |  | 40  |  | Director                                                                                   
|Samuel R. Saks, M.D.             |  | 54  |  | Director                                                                                   

Alan H. Auerbach founded Cougar in May 2003 and has served as our Chief Executive
Officer, President and a director since that time. From June 1998 to April 2003, Mr. Auerbach was Vice President, Senior Research Analyst at Wells Fargo Securities, a brokerage company servicing institutional investors, where he was responsible
for research coverage of small and middle capitalization biotechnology companies, with a focus on companies in the field of oncology. From August 1997 to May 1998, Mr. Auerbach was Vice President, Research Analyst at the Seidler Companies,
Inc., where he was responsible for research coverage of small capitalization biotechnology companies. Prior to his work as a biotechnology analyst, Mr. Auerbach worked for Diagnostic Products Corporation, where he designed and implemented
clinical trials in the field of oncology. Mr. Auerbach received his B.S. in biomedical engineering from Boston University and his M.S. in Biomedical Engineering from the University of Southern California.

Arie S. Belldegrun, M.D. joined Cougar in December 2003 as Vice Chairman of the Board of Directors and Chairman of the Scientific Advisory
Board. Dr. Belldegrun is Director of the Institute of Urologic Oncology at UCLA, Professor of Urology and Chief of the Division of Urologic Oncology. He holds the Roy and Carol Doumani Chair in Urologic Oncology at the David Geffen School of
Medicine at the University of California, Los Angeles (UCLA). In 1997, Dr. Belldegrun founded Agensys, Inc., an early stage privately held biotechnology company based in Los Angeles, California that is focused on the development of fully human
monoclonal antibodies to treat solid tumor cancers in a variety of cancer targets. Dr. Belldegrun served as founding Chairman of Agensys from 1997-2002 and then as a Director until December 2007, when the company was acquired by Astellas
Pharma. Dr. Belldegrun is also Chairman of the Board of Directors of Arno Therapeutics Inc, and a director of Hana Biosciences, Inc., two public reporting biotechnology companies. He is also Chairman and Partner of Two River Group Holdings LLC,
a New York based Venture Capital firm. Dr. Belldegruns prior experience also includes serving as principal investigator of more than 50 clinical trials of anti-cancer drug candidates and therapies. Dr. Belldegrun completed his M.D.
at the Hebrew University Hadassah Medical School in Jerusalem, his post graduate fellowship at the Weizmann Institute of Science and his residency in Urological Oncology at Harvard Medical School. Prior to UCLA, Dr. Belldegrun was at the
National Cancer Institute/NIH as a research fellow in surgical oncology under Steven A. Rosenberg, M.D., Ph.D. He is certified by the American Board of Urology and is a Fellow of the American College of Surgeons and the American Association of
Genitourinary Surgeons (AAGUS).



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Charles R. Eyler joined Cougar in September 2004 as Vice President of Finance and became
our Treasurer in April 2006. In September 2008, Mr. Eyler was promoted to Senior Vice President of Finance. Prior to joining Cougar, from March 1999 to January 2004, Mr. Eyler served as Chief Financial Officer and Chief Operating Officer
of Hayes Medical Inc., a private company based in El Dorado Hills, California, which designs, manufactures, markets and distributes orthopaedic implants and instruments specializing in total hip and knee implants and instrumentation. Prior to Hayes
Medical, Mr. Eyler held several financial positions, including Director of Finance and Administration at Alphatec Manufacturing, Inc., Division Controller at JBL Scientific, Inc., Division Controller at Surgitek, Inc. and Financial Systems
Director at Zimmer, Inc. Mr. Eyler received his B.S. from Drexel University and his M.B.A. from Saint Francis College.

Arturo
M. Molina, M.D.joined Cougar in May 2007 as Senior Vice President of Research and Development and became Executive Vice President of Research and Development and Chief Medical Officer in August 2008. From 2003 until joining Cougar,
Dr. Molina held a series of positions of increasing responsibility involving medical research and clinical development in the oncology/hematology group at Biogen Idec, a Cambridge, Massachusetts based biotechnology company, including his most
recent position of Senior Director, Oncology Research and Development, which he held from March 2006 to May 2007. Prior to Biogen Idec, from October 2002 to August 2003, Dr. Molina served as Senior Director, Medical Affairs, and Department
Head, Medical Information and Communication at IDEC Pharmaceuticals, which merged with Biogen, Inc. in 2003 to form Biogen Idec. Dr. Molina received an M.S. in Physiology and M.D. from Stanford University School of Medicine.

Richard B. Phillips, Ph.D. joined Cougar in January 2007 as Vice President of Regulatory Affairs and Quality
Assurance and became Senior Vice President Regulatory Affairs and Quality Assurance in March 2008. Since 2005, Dr. Phillips was employed by Amgen Inc., where he was the Director of Regulatory Affairs and Global Regulatory Leader for
Vectibix (panitumumab), which received FDA approval in 2006 for the treatment of metastatic colorectal cancer. Prior to Amgen, Dr. Phillips served as Vice President of Regulatory Affairs and Quality Assurance at Chugai Pharma USA from
2002 to 2004, where he was responsible for eight development programs in five therapeutic areas, including oncology. He has also held regulatory affairs management positions with Pfizer Inc. (Parke-Davis), Johnson & Johnson (Janssen, L.P.),
G.D. Searle (Pfizer) and Structural GenomiX.

Harold J. Meyers has been a director of Cougar since July 2003.
Mr. Meyers career encompasses over 45 years of professional experience in various aspects of the financial services industry, including being the founder of Los Angeles based H.J. Meyers and Company from 1982-1994, serving as Managing
Director of Wells Fargo Investments (formerly Van Kasper & Company), a brokerage company servicing retail investors, from 1995-2003 and serving in his current position as Senior Vice President of A.G. Edwards & Sons, Inc., since
July 2003. On January 1, 2008, A.G. Edwards became a division of Wachovia Securities, LLC, which is a subsidiary of Wachovia Corporation. Mr. Meyers holds a B.A. from the University of Denver.

Michael S. Richman has been a director of Cougar since June 2006. Since July 2008, Mr. Richman has served as President and CEO of
Amplimmune, Inc., a privately-held biologics company focused on cancer and autoimmune diseases. From May 2007 to June 2008, Mr. Richman was President and COO of Amplimmune, Inc. From April 2002 to May 2007, Mr. Richman served as the
Executive Vice President and Chief Operating Officer of MacroGenics, Inc., a privately-held biotechnology company based in Rockville, Maryland that is engaged in the development of immune-based products, including monoclonal antibodies to treat
patients with cancer, autoimmune disorders, allergy, or infectious diseases and vaccines to prevent infections in healthy individuals. From December 2000 to March 2002, Mr. Richman served as Senior Vice President, Corporate Development and
Administration, for MedImmune, Inc., a publicly-held biotechnology company based in Gaithersburg, Maryland. From November 1996 to December 2000, Mr. Richman served as Vice President, Business Development, for MedImmune, Inc. Mr. Richman
also serves as a director of Opexa Therapeutics, Inc., a publicly-held biotechnology company based in Houston, Texas. Mr. Richman holds an M.S.B.A in International Business from San Francisco State University and a B.S. from the University of
California at Davis.



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Russell H. Ellison, M.D., MSc. has been a director of our company since September 2006.
Since July 2007, Dr. Ellison has served as an Executive Vice President of Paramount Biosciences LLC, based in New York, New York, a global pharmaceutical development and healthcare investment firm that conceives, nurtures and supports new
biotechnology and life sciences companies. Paramount BioSciences is an affiliate of Horizon BioMedical Ventures, LLC, a significant shareholder of our company. From October 2005 to June 2007, Dr. Ellison served as the Vice President of Clinical
Development of Fibrogen, Inc., a privately held biotechnology company based in South San Francisco, California engaged in the development of novel therapeutics for fibrotic disorders, diabetic complications, anemia, ischemic disease, cancer and
other areas of unmet medical need. From August 2002 to December 2004, Dr. Ellison served as Vice President of Medical Affairs and Chief Medical Officer of Sanofi-Synthelabo, USA, based in New York, New York. From May 1997 to August 2002,
Dr. Ellison served as Vice President, Medical Affairs and Chief Medical Officer of Hoffmann-La Roche, Inc., based in Nutley, New Jersey. Dr. Ellison holds an M.D. from the University of British Columbia and an MSc (with distinction) from
The London School of Tropical Medicine and Hygiene.

Thomas R. Malley has been a director of our company since June 2007.
From December 1998 to May 2007, Mr. Malley served with Janus Mutual Funds, including as a Vice President and Portfolio Manager for the Janus Global Life Sciences Fund from its inception in December 1998 to April 2007. From April 1991 to
December 1998, Mr. Malley served as an equity analyst for Janus Mutual Funds. Mr. Malley also serves as a director of Avigenics Corporation, a privately held biotechnology company based in Athens, Georgia, which focuses on the development
of biogeneric pharmaceuticals. Mr. Malley holds a B.S. in Biology from Stanford University.

Samuel R. Saks, M.D., has
been a director of our company since September 2007. From 2003 until April 2009, Dr. Saks served as the Chief Executive Officer and director of Jazz Pharmaceuticals, Inc., a publicly held biotechnology company that he co-founded. From 2001
until 2003, he was Company Group Chairman of ALZA Corporation and served as a member of the Johnson & Johnson Pharmaceutical Group Operating Committee. From 1992 until 2001, he held various positions with ALZA Corporation, most recently as
its Chief Medical Officer and Group Vice President, where he was responsible for clinical and commercial activities. He also serves on the board of directors of Trubion Pharmaceuticals, a publicly-held biopharmaceutical company. Dr. Saks is
board certified in oncology and received a B.S. and an M.D. from the University of Illinois.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who are
the beneficial owners of more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Officers, directors and beneficial owners of more than 10% of our common stock are
required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the Forms 3, 4 and 5 and amendments that we received with respect to transactions during 2008, we believe that
all such forms were filed on a timely basis, except for those items listed in the table below.



|                   |  |                            |  |                  |  |            
|------------------ |  | -------------------------- |  | ---------------- |  | -----------
|Name of Filer      |  | Description of Transaction |  | Transaction Date |  | Filing Date
|Arie S. Belldegrun |  | Open market purchase       |  | 2/21/08          |  | 3/3/08     
|Russell H. Ellison |  | Option grant               |  | 6/17/08          |  | 6/23/08    
|Arturo M. Molina   |  | Option grant               |  | 8/1/08           |  | 8/6/08     

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors and employees of our company. A copy of our Code of Business Conduct and Ethics is available on our Companys website
at www.cougarbiotechnology.com. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the code to an executive officer or director, we will promptly disclose the nature of the
amendment or waiver by filing with the SEC a current report on Form 8-K.



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Audit Committee

The current members of our Audit Committee are Mr. Meyers (Chair), Mr. Malley and Mr. Saks. Our Board of Directors has determined that Mr. Meyers qualifies as an audit committee financial
expert, as defined by applicable rules of the SEC. The Board has further determined that Mr. Meyers is independent within the meaning of the applicable listing standard of The NASDAQ Stock Market.



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|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Compensation Discussion and Analysis

The following discussion covers the compensation arrangements for our named executive officers, namely Alan H. Auerbach, President and
Chief Executive Officer, Charles R. Eyler, Senior Vice President, Finance and Treasurer, Arturo Molina, Chief Medical Officer and Executive Vice President, and Richard Phillips, Senior Vice President, Regulatory Affairs and Quality Assurance, and
includes a general discussion and analysis of our executive compensation program as well as a series of tables containing specific compensation information for our named executive officers.

Role of the Compensation Committee

Our
Compensation Committee is comprised of three non-employee, independent members of our Board. The committees basic responsibility is to ensure that our executive compensation is designed to provide competitive levels of compensation that link
pay, directly and objectively, with the Companys annual goals and the long-term interests of our stockholders; reward outstanding corporate performance; recognize individual initiative and achievements; and assist the Company in attracting and
retaining qualified executives. Toward these ends, the Compensation Committee is charged with the following principal functions:



| |  |  | Periodically review executive compensation, such as salary, bonus, equity compensation and miscellaneous benefits; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | Recommend to the entire Board the salary, bonus, stock incentive awards and other benefits of our executive officers, including our Chief Executive Officer, taking
into consideration the performance of the executive, interests of stockholders, compensation paid at comparable companies, current market conditions and economic outlook, and the size and financial condition of the Company.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Typically, the Compensation Committee does not make final compensation decisions relating to our executive officers.
With regard to the compensation of our CEO, the Committee will evaluate and make recommendations concerning CEO compensation matters to the full Board, which retains authority for such matters. On some occasions, however, the Board will delegate to
the Compensation Committee authority for certain aspects of an executives compensation.

Compensation Philosophy and Objectives

As a biopharmaceutical company, we operate in a highly competitive and rapidly changing industry. We believe that the skill,
talent, judgment and dedication of the executive officers and other key employees of Cougar are critical factors that impact the short and long-term value of the Company. We therefore strive to maintain a compensation program that will fairly
compensate our employees, attract and retain qualified employees who we believe are able to contribute to our long-term success, incentivize future performance toward our corporate objectives and align our employees long-term interests with
those of our stockholders.

We make executive compensation decisions at varying times throughout the year that coincide with each
executives anniversary of employment with the Company. With respect to each of our named executive officers, we review their individual performance, departmental performance and, particularly in the case of our Chief Executive Officer, Company
performance. Our compensation philosophy is to provide overall compensation, when targeted levels of performance are achieved, which falls within a range of the 50th to 75th percentiles of pay practices in a peer group described below.

Compensation Consultant; Peer Group

The
Compensation Committee has not historically engaged consultants with respect to executive compensation matters. However, in 2008, the Committee engaged Compensia, Inc. to provide it with certain benchmarking material to assist in determining
appropriate salary, total cash compensation (salary plus target



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bonus opportunity) and long-term equity compensation for our executive officers for 2008. Compensia provided the Compensation Committee with compensation
data for 17 publicly-traded companies in the pharmaceutical and biotechnology industry. These companies were chosen by our Compensation Committee, upon the recommendation of Compensia, because they were generally similar to the Company in terms of
industry, capital structure, financial attributes, geographic location and/or competition for talent. The following companies were included in the peer group approved by our Compensation Committee:



|                       |  |                         |  |                      
|---------------------- |  | ----------------------- |  | ---------------------
|ACADIA Pharmaceuticals |  | Cadence Pharmaceuticals |  | GTx                  
|Acura Pharmaceuticals  |  | Cell Genesys            |  | Halozyme Therapeutics
|Alexza Pharmaceuticals |  | Cypress Biosciences     |  | Orexigen Therapeutics
|Allos Pharmaceuticals  |  | Dendreon                |  | Pharmasset           
|Amicus Pharmaceuticals |  | Discovery Laboratories  |  | POZEN                
|Ariad Pharmaceuticals  |  | Dyax                    |  |                      

Components of Our Compensation Program

Our executive compensation program consists of three main components:



| |  |  | base salary;
| | - |  | ------------



| |  |  | a discretionary cash bonus; and
| | - |  | -------------------------------



| |  |  | equity incentive awards.
| | - |  | ------------------------

Base
Salary. As with the other components of our compensation program, as discussed above, the base salaries of the Companys executive officers are established on an annual basis for each of our executive officers based on the approximate
anniversary of the commencement of their employment with the Company. For example, if the anniversary of an executive officers start with the Company occurs in June, that officers base salary is evaluated and adjusted as appropriate in
or around June of each year and would remain in effect until June of the following year. Accordingly, the base salary of each of our named executive officers is evaluated and adjusted at varying times during the year. In recommending those salaries,
the Compensation Committee considers the executives level of responsibility, experience and individual performance, and the Companys performance, as well as information regarding salary ranges paid to executives with comparable duties in
companies at a similar stage as ours. In particular, for 2008, the Compensation Committee considered data from the companies in our peer group.

Cash Bonuses. Executive officers are eligible for cash bonus awards as part of their annual overall compensation at their respective annual review period. At the start of employment and at each annual period, the Board
establishes a maximum bonus for which the executive will be eligible at the end of his annual period, which is expressed as a percentage of the executives base salary. With respect to our executives other than our Chief Executive Officer, the
Board generally attempted to set the eligible bonus amounts for 2008 so that, when taken together with base salary, the total target cash awards for a given year was designed to be in the 50-60th percentiles of our peer group. Our Chief Executive
Officers total targeted cash compensation (salary plus eligible bonus) was designed to be in approximately the 75th percentile of our peer group. The Board retains the discretion to award a discretionary bonus in excess of the target amounts
for each individual executive, but has exercised such discretion on only one occasion, as described below. The Board anticipates that it will exercise such discretion on only rare occasions in the future, if at all.

Annual cash bonuses are awarded based on the Companys general performance during the relevant period, as well as each individuals performance
and contribution in meeting our corporate objectives. Generally speaking, evaluation of the Companys performance has not been based on specific milestones or other objective criteria established at the beginning of a compensation year.
Instead, the Compensation Committee and Board have considered a number of performance factors, including professional ability and integrity (e.g., job



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knowledge, professionalism, and adherence to Company policies, including regulatory and other legal obligations), human relations skills (e.g., interpersonal
skills, communication and coordination), and the general achievement and performance of the executives department or function (e.g., clinical research, finance, or regulatory affairs). Evaluation of individual overall performance for our Chief
Executive Officer is performed by the Compensation Committee, as well as the entire Board, and in deliberations without the Chief Executive Officer present. Evaluation of cash bonus awards for executive officers other than the Chief Executive
Officer reflects the individuals performance in the opinion of our Chief Executive Officer, as well as other members of the Compensation Committee and Board.

Equity Incentive Awards. While cash compensation is viewed as a reward for current and past services, equity incentive awards are important short-term and long-term compensation tools for employee
retention and to incentivize future performance. The Compensation Committee endorses the position that granting equity incentive awards, which in the Companys case consists entirely of stock options, to the Companys executive officers
(stock option awards are a benefit offered to all employees) can be very beneficial to stockholders because it aligns managements and stockholders interests in the enhancement of stockholder value over a longer period of time. An
executive officer receives value from these grants only if he or she remains employed by the Company during the vesting period, which is typically over a four-year period, and only if the Companys common stock appreciates (options are granted
with an exercise price equal to the closing market price of the Companys common stock on the date of grant). In addition, equity incentive awards are an important compensation tool in attracting and retaining high caliber professionals. In
determining the number of shares subject to an equity incentive award, the Compensation Committee takes into account the officers position and level of responsibility, the officers past performance and potential future contribution, the
officers existing stock, the competitiveness of the executive officers overall compensation arrangements, including equity awards, and information regarding equity awards paid to executives within the Companys peer group.
Typically, the Compensation Committee or Board grants stock option awards once annually to an executive, however, it may make additional grants based upon a number of factors, including Company or individual achievements and if believed necessary to
retain an executive.

Historically, the Board has not approved the use of restricted stock or other equity incentive awards other than
stock options. However, the Companys 2003 Stock Option Plan does authorize the issuance of such other equity awards, and the Board retains discretion to make such grants in the future. The Company does not maintain any guidelines or policies
concerning ownership of the Companys stock or other equity.

The Company also maintains a 401(k) savings plan, available to all
employees, to encourage employees to save for retirement. Under the 401(k) plan, the Company matches 100% of employees contribution up to 3% of their salary, then 50% of the next 2% of salary, with a maximum Company match of $9,200 per year.
The Company also provides health, dental, life and disability insurance to its executives.

The Compensation Committee believes that all
three principal compensation elements combined fit well into its overall compensation objectives of attracting top talent for executive positions, incentivizing such executive officers, rewarding them for individual and Company performance, and
aligning the interests of executive officers with those of the Companys stockholders. Taken as a whole, these elements of the executive compensation program (base pay, annual bonus and stock option grants) are comparable to the programs
offered by other companies in our peer group, as well as in the life sciences industry in general. Therefore, the Compensation Committee believes that our program helps us attract new executive talent and retain, motivate, and reward the executives
that we currently employ.

Compensation Decisions for the Named Executive Officers for 2008

Base Salaries. In determining whether to make adjustments to the base salaries for each named executive officer, our Compensation Committee
reviewed the survey and/or benchmark data referred to above to ensure that executive base salaries as a group were within the competitive levels described above, and then



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determined appropriate increases to base salaries from the prior year. Since becoming a public reporting company in April 2006, the Company has grown
substantially in nearly every respect, including the size of our operations and scope of our clinical research activities, the number of employees and our market capitalization. As a result of that growth, the Compensation Committee determined that
the base salary rates for our named executive officers were generally below  in some cases significantly  the 50th percentile of the Companys peer group. Accordingly, the Committee and the Board believed it was appropriate in 2008
to make larger than usual adjustments to the base salary rates of our named executive officers. The Committee does not anticipate the need to make similarly large adjustments in 2009. The following table summarizes those adjustments:



|                 |  |                 |         |                 |   |                           |  |    |  
|---------------- |  | --------------- | ------- | --------------- | - | ------------------------- |  | -- | -
|                 |  | 2007Base Salary |         | 2008Base Salary |   | PercentageChangeFrom 2007 | 
|Mr. Auerbach (1) |  | $               | 330,000 |                 | $ | 470,000                   |  | 42 | %
|Mr. Eyler (2)    |  | $               | 225,000 |                 | $ | 250,000                   |  | 11 | %
|Dr. Molina (3)   |  | $               | 300,000 |                 | $ | 340,000                   |  | 13 | %
|Dr. Phillips (4) |  | $               | 220,000 |                 | $ | 250,000                   |  | 14 | %



|(1) | 2008 base salary adjustment was effective June 1, 2008.
|--- | -------------------------------------------------------

|(2) | 2008 base salary adjustment was effective September 22, 2008.
|--- | -------------------------------------------------------------

|(3) | 2008 base salary adjustment was effective May 7, 2008.
|--- | ------------------------------------------------------

|(4) | 2008 base salary adjustment was effective February 1, 2008.
|--- | -----------------------------------------------------------

Annual Bonus Awards. The Compensation Committee and Board determined that the performance of each of our named executive officers was outstanding for their respective annual review period. From 2007 to 2008, the Company made
significant advancements with respect to the clinical development of CB7630, the Companys lead drug candidate, including the commencement of a Phase III clinical trial in April 2008 and the agreement of the Food and Drug Administration of such
trial under a special protocol assessment. The Compensation Committee believes the performance of its management team has contributed significant value to the Company and its stockholders during this period. The following table summarizes the annual
target discretionary bonus and the actual discretionary bonus paid, in each case stated as a percentage of base pay, granted to each named executive officer for performance during the annual review period for such officer that ended in fiscal year
2008:



|             |  |                  |   |  |                   |   |  |                           |       
|------------ |  | ---------------- | - |  | ----------------- | - |  | ------------------------- | ------
|             |  | 2008Target Bonus |   |  | 2008Bonus Awarded |   |  | Dollar Value of2008 Award
|Mr. Auerbach |  | 15               | % |  | 15                | % |  | $                         | 50,000
|Mr. Eyler    |  | 30               | % |  | 34                | % |  | $                         | 85,000
|Dr. Molina   |  | 30               | % |  | 30                | % |  | $                         | 90,000
|Dr. Phillips |  | 30               | % |  | 30                | % |  | $                         | 66,000

The Board approved a discretionary bonus to Charles Eyler, our Senior Vice President,
Finance/Treasurer, of $85,000 (34% of base salary) when his targeted amount was only $75,000 (30% of base salary). The Boards decision was based on its determination of Mr. Eylers exceptional performance and improvement exhibited
during his annual review period in leading the Companys finance and public reporting functions.

Notwithstanding the discretionary
nature of our current cash bonus awards, we have in prior years also awarded cash bonuses to Mr. Auerbach in accordance with the terms of his former employment agreement with the Company, which was entered into in September 2006. Under that
agreement, Mr. Auerbach was also eligible for one-time milestone-based bonus payments, as follows: (i) $100,000 upon such time that our market capitalization is at least $150 million; (ii) $250,000 upon such time that our market
capitalization is at least $250 million; (iii) $1,000,000 upon such time that our market capitalization is at least $500 million; and (iv) $2,000,000 upon such time that our market capitalization is at least $1 billion. All but the last of
these bonus milestones were achieved, and the related bonuses paid, during 2007. In 2008, Mr. Auerbachs employment



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agreement was amended and restated, primarily to enhance certain benefits to which he would be entitled upon termination, but he remains eligible to receive
a bonus upon achievement of the last milestone. See Employment Agreements.

Stock Options. We grant stock options to our named executive officers under our 2003 Stock Option Plan. In determining the number of stock options granted to the executive officers, the Compensation Committee
considers prior equity positions for each named executive officer, together with benchmark data from our peer group companies with a goal of ensuring a level of long-term incentive compensation for our named executive officers as a group at
approximately the 50thpercentile of long-term incentive compensation for executive officers in similar positions with similar responsibilities at
our peer companies. The following table summarizes the grants made in 2008 as well as the total long-term equity incentive holdings (all of which is in the form of stock options) for each executive:



|             |  |                                            |  |                                                |    
|------------ |  | ------------------------------------------ |  | ---------------------------------------------- | ---
|             |  | Shares Subject to 2008Stock Options Awards |  | Total Shares Subject toAll Stock Option Awards |    
|Mr. Auerbach |  | 150,000                                    |  | 1,126,198                                      |    
|Mr. Eyler    |  | 25,000                                     |  | 118,411                                        |    
|Dr. Molina   |  | 65,000                                     |  | 225,000                                        |    
|Dr. Phillips |  | 60,000                                     |  | 150,000                                        | (1)



|(1) | Includes 30,000 shares underlying options that were exercised during 2008.
|--- | --------------------------------------------------------------------------

Each of the options granted to our named executive officers in 2008 vests in four equal annual installments commencing on the first anniversary of the grant date. The exercise price of the options is equal to the fair
market value of our common stock on the date of grant, which is determined by the closing sale price of our common stock on such date. The Compensation Committee believes that the above option grants, taken together with the named executive
officers prior equity positions, are consistent with providing each named executive officer with an ongoing equity position in our company that is competitive with similarly situated executive officers at companies included our peer group and
that fosters an ownership culture focused on our long-term performance.

Post-Termination Compensation

We do not have a severance plan for our executive officers generally, but have provided for severance payments to executive officers through individual
employment agreements with such officers. The terms of these post-termination benefits for each named executive officer is described more fully below under the caption Potential Payments upon Termination or Change-in-Control and
Employment Agreements.

The Compensation Committee believes these severance benefits are important to protect the
Companys officers from being involuntary terminated prior to or after a change in control and that the amounts are reasonable when compared with similar arrangements adopted by companies in our peer group. In addition, the Compensation
Committee believes that these severance benefits align executive and stockholder interests by enabling the executive officers to consider corporate transactions that are in the best interests of the stockholders and other constituents of the Company
without undue concern over whether the transactions may jeopardize the officers own employment. Because these arrangements vary considerably among our executive officers, the Compensation Committee may consider recommending in 2009 to the
Board the adoption of more uniform post-termination benefits.

Compensation of Named Executive Officers

Summary of Compensation

The
following table sets forth all of the compensation awarded to, earned by or paid to (i) each individual serving as our principal executive officer during our last completed fiscal year; (ii) each individual serving as our



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principal financial officer during our last completed fiscal year; and (iii) each other individual that served as an executive officer at the conclusion
of the fiscal year ended December 31, 2008 and who received in excess of $100,000 in the form of salary and bonus during such fiscal year (collectively, the named executives).



|                                                                        |  |               |  |        |                        |           |   |                      |  |                                      |                          |  |                       |              |     |       |   |                    |             |  |   |                             
|----------------------------------------------------------------------- |  | ------------- |  | ------ | ---------------------- | --------- | - | -------------------- |  | ------------------------------------ | ------------------------ |  | --------------------- | ------------ | --- | ----- | - | ------------------ | ----------- |  | - | ----------------------------
|Name and Principal Position                                             |  | Year          |  | Salary |                        | Bonus (1) |   | OptionAwards (2)     |  | Non-EquityIncentive PlanCompensation |                          |  | All OtherCompensation |              |     | Total
|Alan H. Auerbach Chief Executive Officer and President                  |  | 20082007 2006 |  | $      | 411,666316,827 262,500 |           | $ | 50,00050,000 150,000 |  | $                                    | 1,146,865517,103 781,346 |  | $                     | 01,350,000 0 | (4) |       | $ | 14,06011,059 8,854 | (3)(5) (6)  |  | $ | 1,622,5912,244,989 1,202,700
|                                                                        |  |               |  |        |                        |           |  
|Charles R. Eyler Senior VP, Finance and Treasurer                       |  | 20082007 2006 |  | $      | 232,067170,173 140,000 |           | $ | 85,00070,000 40,000  |  | $                                    | 214,88172,573 7,722      |  | $                     | 016,000 0    | (8) |       | $ | 10,3889,396 8,800  | (7)(9) (10) |  | $ | 542,336338,142 196,522      
|                                                                        |  |               |  |        |                        |           |  
|Arturo M. Molina, M.D., MS, FACP Executive VP, R&D and CMO              |  | 20082007 2006 |  | $      | 396,077195,576        |           | $ | 90,0000             |  | $                                    | 748,628394,217          |  | $                     | 00          |     |       | $ | 622108,306        | (11)(12)    |  | $ | 1,165,327698,099           
|                                                                        |  |               |  |        |                        |           |  
|Richard B. Phillips Senior VP, Regulatory Affairs and Quality Assurance |  | 20082007 2006 |  | $      | 247,500204,205        |           | $ | 66,0000             |  | $                                    | 224,71987,509           |  | $                     | 00          |     |       | $ | 10,2766,636       | (13)(14)    |  | $ | 548,495298,350             



|(1) | Our executives are eligible for discretionary annual bonuses based on their performance for each year of employment, each such year commencing on the anniversary of such
employees date of hire. Bonuses are granted at the discretion of our Board of Directors. The factors considered by the Board in determining whether to grant executives a bonus are described under the caption Compensation Discussion
and AnalysisComponents of Our Compensation ProgramCash Bonuses above in this section of the Proxy Statement.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The amounts in this column represent the dollar amount recognized for financial statement reporting purposes with respect to the indicated fiscal year in accordance with FAS 123(R).
These amounts have been calculated in accordance with FAS 123(R) using the Black-Scholes option pricing model, but in accordance with SEC rules, exclude the impact of estimated forfeiture related to service-based vesting conditions. The assumptions
used in these calculations are described in Note 3 to our annual financial statements for the year ended December 31, 2008 included in the Original Filing.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents (i) a 401(k) matching contribution in the amount of $9,200 and (ii) $4,860 of imputed income relating to life insurance payments made on behalf of
Mr. Auerbach.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Pursuant to the terms of his employment agreement, Mr. Auerbach was awarded two incentive bonuses in aggregate amount of $1,350,000 based on our aggregate market capitalization
reaching certain levels in 2007. See Employment Agreements with Executives below for additional detail relating to the incentive bonus payments.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Represents (i) a 401(k) matching contribution in the amount of $8,800 and (ii) $2,259 of imputed income relating to life insurance payments made on behalf of
Mr. Auerbach.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Represents (i) a 401(k) matching contribution in the amount of $8,800 and (ii) $54 of imputed income relating to life insurance payments made on behalf of
Mr. Auerbach.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Represents a 401(k) matching contribution in the amount of $9,2800 and $1,188 of imputed income relating to life insurance payments made on behalf of Mr. Eyler.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Represents an incentive bonus of $16,000 payable to Mr. Eyler paid in April 2007 because we did not incur a material weakness relating to our internal control over
financial reporting for the fiscal quarter ended September 30, 2006 and our fiscal year ended December 31, 2006.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Represents a 401(k) matching contribution in the amount of $8,800 and $596 of imputed income relating to life insurance payments made on behalf of Mr. Eyler.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Represents a 401(k) matching contribution made on behalf of Mr. Eyler.
|---- | ----------------------------------------------------------------------

|(11) | Represents $622 of imputed income relating to life insurance payments made on behalf of Dr. Molina.
|---- | ---------------------------------------------------------------------------------------------------

|(12) | Represents a relocation allowance of $108,000 and $306 of imputed income relating to life insurance payments made on behalf of Dr. Molina.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------



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|(13) | Represents a 401(k) matching contribution in the amount of $9,2800 and $1,076 of imputed income relating to life insurance payments made on behalf of Mr. Phillips.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Represents a 401(k) matching contribution in the amount of $5,078 and $1558 of imputed income relating to life insurance payments made on behalf of Mr. Phillips.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

Grants of Plan-Based Awards

The following table sets forth information regarding each option granted to our named executive officers during the fiscal year ended December 31, 2008.



|                    |  |            |  |                                                                    |  |                                       |       |                                      |   |          
|------------------- |  | ---------- |  | ------------------------------------------------------------------ |  | ------------------------------------- | ----- | ------------------------------------ | - | ---------
|Name                |  | Grant Date |  | All Other Option Awards:Number of SecuritiesUnderlying Options (1) |  | Exercise or BasePrice ofOption
Awards |       | Grant DateFair Value ofOption Awards
|Alan H. Auerbach    |  | 6/3/2008   |  | 150,000                                                            |  | $                                     | 28.43 |                                      | $ | 2,887,500
|Charles R. Eyler    |  | 9/22/2008  |  | 25,000                                                             |  | $                                     | 36.93 |                                      | $ | 561,500  
|Arturo M. Molina    |  | 8/1/2008   |  | 65,000                                                             |  | $                                     | 34.09 |                                      | $ | 1,352,650
|Richard B. Phillips |  | 8/1/2008   |  | 60,000                                                             |  | $                                     | 34.09 |                                      | $ | 1,248,600



|(1) | All options granted pursuant to our 2003 Stock Option Plan, as amended.
|--- | -----------------------------------------------------------------------

Option Exercises

The following table sets forth information regarding each option exercised by our named executive
officers during the fiscal year ended December 31, 2008.



|                    |  |                                      |  |                           |        
|------------------- |  | ------------------------------------ |  | ------------------------- | -------
|Name                |  | Number of SharesAcquired on Exercise |  | Value Realizedon Exercise
|Alan H. Auerbach    |  |                                     |  |                           |       
|Charles R. Eyler    |  |                                     |  |                           |       
|Arturo M. Molina    |  |                                     |  |                           |       
|Richard B. Phillips |  | 30,000                               |  | $                         | 888,900

Employment Agreements with Executives

Chief Executive Officer and President

In September 2006, we entered into an employment agreement with Alan H. Auerbach, our Chief Executive Officer and President. Pursuant to the agreement, Mr. Auerbach was originally entitled to receive an annual base salary of $300,000, which
was retroactive to May 16, 2006. In June 2007, Mr. Auerbachs base salary was increased to $330,000. The September 2006 agreement also provided that Mr. Auerbach is eligible for an annual bonus of up to $50,000 for each year of his employment
term to be determined at the discretion of our Board based upon Mr. Auerbachs performance. Additionally, the agreement provided that Mr. Auerbach is eligible for one-time milestone-based bonus payments, as follows: (i) $100,000 upon such time
that our market capitalization is at least $150 million; (ii) $250,000 upon such time that our market capitalization is at least $250 million; (iii) $1,000,000 upon such time that our market capitalization is at least $500 million; and (iv)
$2,000,000 upon such time that our market capitalization is at least $1 billion. All but the last of these bonus milestones were achieved and the related bonuses paid during 2007. Pursuant to the agreement, we also issued Mr. Auerbach a ten-year
option, under our 2003 Stock Option Plan, to purchase 336,139 shares of our common stock at an exercise price of $4.50 per share, which our Board determined was the fair market value of our common stock on the grant date. The option vests in four
equal annual installments commencing on May 16, 2007.

In June 2007, the Board awarded Mr. Auerbach a discretionary cash bonus of $50,000
pursuant to the terms of his employment agreement. Additionally, we granted Mr. Auerbach a 10-year option, pursuant to our 2003



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Stock Option Plan, to purchase 100,000 shares of our common stock at an exercise price of $24.50. The option vests in four equal and annual installments,
commencing June 11, 2008.

In September 2008, we and Mr. Auerbach amended and restated the September 2006 employment agreement, primarily
to modify the benefits payable to Mr. Auerbach in the event his employment is terminated in connection with a change of control. As amended, Mr. Auerbach is entitled to receive a lump sum payment equal to the sum of (1) twice his current
base salary, (2) the maximum amount of discretionary bonus to which he was eligible to receive in the year of termination, plus (3) the cash value of any accrued but unused vacation time through the date of termination. In addition, all unvested
equity-based compensation will immediately vest and remain exercisable for a period of 12 months. Mr. Auerbach is also entitled to continuation of health insurance benefits for 12 months and a gross-up payment in the event his severance benefits
constitute a parachute payment under applicable tax laws. In the event we terminate Mr. Auerbachs employment other than in connection with a change of control, without cause and other than as a result of his death or
disability, or if Mr. Auerbach resigns his employment as a result of our breach of any provision of his employment agreement following 30 days notice and opportunity to cure, he is entitled to continue receiving his annual base salary for a period
of one year, as well as a lump sum amount equal to the sum of the cash value of any accrued but unused vacation time, earned but unpaid bonuses, and expense reimbursement amounts owed through the date of termination.

In addition to the severance benefits, Mr. Auerbachs base salary was increased to $470,000, which increase was retroactive to June 1, 2008, and the
annual discretionary bonus to which Mr. Auerbach is eligible increased from an amount of up to $50,000 to an amount up to 50 percent of his base salary. Mr. Auerbachs employment agreement has a term of one year, and annually renews for one
year periods thereafter unless either party gives the other 60 days written notice prior to the end of term, or any renewal term, that such term is not to be extended.

For purposes of Mr. Auerbachs amended and restated employment agreement, the term cause means (i) the willful failure, disregard or refusal by Mr. Auerbach to perform his duties; (ii) any willful,
intentional or grossly negligent act by Mr. Auerbach having the effect of injuring in a material way, as determined by our Board in good faith, our business or reputation; (iii) Mr. Auerbachs willful misconduct with respect to his duties and
obligations, including insubordination with respect to directions of our Board; (iv) Mr. Auerbachs conviction of any felony or misdemeanor involving moral turpitude; (v) our determination, after a reasonable and good faith investigation
following a written allegation by another employee, that Mr. Auerbach engaged in some form of harassment prohibited by law, unless his actions were specifically directed by our Board; (vi) any misappropriation or embezzlement of our property; (vii)
Mr. Auerbachs breach of the representations and warranties made in his employment agreement, or of certain provisions pertaining to confidentiality, assignment of intellectual property, non-solicitation and non-disparagement; and (viii) Mr.
Auerbachs breach of any other provision of his employment agreement following 30 days notice and opportunity to cure. The term change of control means (a) the acquisition, directly or indirectly, by any person in one or a series of
related transactions of more than 50% of our combined voting power if such person did not own more than 50% of our outstanding voting power prior to such transaction(s), or (b) the future disposition by us of all or substantially all of our business
or assets in one or a series of related transactions (other than a transaction solely to effect a change of our domicile).

Senior Vice
President of Finance and Treasurer

In August 2004, we entered into a letter agreement with Charles Eyler to serve as our Vice
President of Finance and Treasurer. Pursuant to the letter agreement, Mr. Eyler was entitled to receive an annual base salary of $140,000, and was also eligible for a bonus each year, at the discretion of our Board of Directors, of up to 50% of
his base salary. Upon the commencement of his employment, Mr. Eyler also received a stock option to purchase 38,411 shares of our common stock at an exercise price of $3.91 per share. The stock option vested in two equal installments on each of
the first two anniversaries of Mr. Eylers employment with us.

In August 2007, we entered into a letter agreement with
Mr. Eyler superseding the terms of the prior August 2004 agreement. The August 2007 agreement provided that Mr. Eyler was entitled to an annual base salary of



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$225,000. Mr. Eyler is also eligible for a bonus each year, at the discretion of our Board of Directors, of up to $75,000. Pursuant to the letter
agreement in the event we terminate Mr. Eylers employment for reasons other than cause, death or disability, he will be entitled to a severance package equal to six months of his base salary, payable over such six-month period
in accordance with our normal payroll practices. Additionally, any outstanding options to purchase our common stock he holds shall continue to vest in accordance with their respective terms during the six-month period. For purposes hereof,
cause shall mean: (i) failure to adequately perform job duties, in the good faith discretion of our Board of Directors or Chief Executive Officer; (ii) willful failure, disregard or refusal to perform, or willful misconduct in
performance of, duties of employment; (iii) any willful, intentional or grossly negligent act having a negative effect on the business or reputation of Cougar or its affiliates, as determined in the good faith discretion of our Board or Chief
Executive Officer; (iv) indictment of any felony or a misdemeanor involving moral turpitude (including entry of a nolo contendere plea); (v) engagement in any form of harassment prohibited by law (including, without limitation, age,
sex or race discrimination); (vi) any misappropriation or embezzlement of property of Cougar or its affiliates (whether or not a misdemeanor or felony); or (vii) material breach of any other agreement with us, including without limitation
any confidentiality, inventions or non-competition agreements.

In September 2008, our board of directors promoted Mr. Eyler to Senior
Vice President of Finance, increased his annual base salary to $250,000, awarded him a discretionary bonus for the previous year of service in the amount of $85,000, and granted an option to purchase 25,000 shares of common stock, vesting in four
annual installments commencing September 2009.

Executive Vice President of Research & Development and Chief Medical Officer

On March 2007 we entered into a letter agreement with Arturo Molina, M.D. to serve as our Senior Vice President of Clinical Research
and Development. Pursuant to the letter agreement, Dr. Molina was entitled to receive an annual base salary of $300,000, which was increased to $340,000 in August 2008. Dr. Molina is also eligible for a bonus each year, at the discretion
of our Board of Directors, of up to 30% of his base salary. Dr. Molina received in 2007 a one-time bonus of $108,000 to be used toward his relocation expenses. Should Dr. Molinas employment with us terminates prior to the first
anniversary of his date of hire, he will be required to repay the entire relocation payment; if his employment terminates subsequent to the first anniversary but prior to the second anniversary of the date of hire, he will be required to repay
$72,000 of the relocation payment; and if his employment terminates subsequent to the second anniversary but prior to the third anniversary of his date of hire, he will be required to repay $36,000 of the relocation payment. After three consecutive
years of employment, he will have no further obligation to repay all or any portion of the relocation payment. Dr. Molina also received options to purchase 160,000 shares of our common stock at an exercise price of $21.05 per share. These stock
options vest annually in four equal installments on each of the first four anniversaries of Dr. Molinas employment with us. In the event we terminate Dr. Molinas employment within three months of a change of control of Cougar
and the exercise price of the stock options he received from Cougar is higher than the per share market value of common stock on the date of termination, he will be entitled to a severance payment equal to six months of his base salary, payable over
such period in accordance with our normal payroll procedures. For purposes of this provision, change of control means (i) the acquisition, directly or indirectly, following the date hereof by any person (as such term is defined in
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), in one transaction or a series of related transactions, of securities of Cougar representing in excess of 50% or more of the combined voting power of Cougars
then outstanding securities if such person or entity, or related or its affiliate(s) do not own in excess of 50% of such voting power on the date of the letter agreement, or (ii) future disposition (whether direct or indirect, by sale of assets
or stock, merger, consolidation or otherwise) of all or substantially all of its business and/or assets in one transaction or series of related transactions (other than a merger effected exclusively for the purpose of changing our domicile).

In August 2008, Dr. Molina was awarded a 10-year stock option to purchase 65,000 shares of our common stock at an exercise price of
$34.09. The right to purchase the shares subject to the option vests in four equal annual installments commencing on the first anniversary of the grant date. Dr. Molina was also promoted to Executive Vice President, Clinical Research &
Development and Chief Medical Officer in August 2008.



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Senior Vice President of Regulatory Affairs and Quality Assurance

On December 2006, we entered into a letter agreement with Richard B. Phillips, Ph. D., our Senior Vice President of Regulatory Affairs and Quality
Assurance. Pursuant to the letter agreement, Dr. Phillips was entitled to an annual base salary of $220,000, which was increased to $250,000 in March 2008. Dr. Phillips is also eligible for a bonus each year, at the discretion of our Board
of Directors, of up to 30% of his base salary. Upon the commencement of his employment, Dr. Phillips also received options to purchase 90,000 shares of our common stock at an exercise price of $4.50 per share. These stock options vest annually
in three equal installments on each of the first three anniversaries of his employment with us. Dr. Phillips letter agreement does not provide for any payments in connection with the termination of his employment or upon a change of
control of our company. In August 2008, Dr. Phillips was awarded an additional 10-year stock option to purchase 60,000 shares of common stock, which is also exercisable at a price per share of $34.09. The right to purchase the shares subject to
the option vests in four equal annual installments commencing in August 2009.

Potential Payments Upon Termination or Change of
Control

The following table reflects the potential payments and benefits to which our named executive officers would be entitled
under their respective employment agreements. The amounts shown in the table below assume that each termination was effective as of December 31, 2008. See Employment Agreements with Executives above for a narrative description
of the severance and change of control arrangements with our named executive officers.



|                     |  |                                                  |  |                                                |                                       |     |  |   |           |    
|-------------------- |  | ------------------------------------------------ |  | ---------------------------------------------- | ------------------------------------- | --- |  | - | --------- | ---
|Name                 |  | Type of Payment/Benefit                          |  | Payments/Benefits Upon Involuntary Termination |                                      
|                     |  | Other than in connectionwith a change of control |  |                                                | In connection with achange of
control |    
|Alan H. Auerbach (1) |  | Continuation of base salary                      |  | $                                              | 470,000                               |     |  |   |          |    
|                     |  | Lump sum payment                                 |  | $                                              | 54,231                                | (2) |  | $ | 1,229,231 | (3)
|                     |  | Continuation of health benefits                  |  |                                                |                                      |     |  | $ | 5,352     | (4)
|                     |  | Option acceleration                              |  |                                                |                                      |     |  | $ | 3,725,984 | (5)
|                     |  | Total                                            |  | $                                              | 524,231                               |     |  | $ | 4,960,567 |    
|                     |  |                                                  | 
|Charles R. Eyler     |  | Continuation of base salary                      |  | $                                              | 125,000                               |     |  | $ | 125,000   |    
|                     |  | Vacation payout                                  |  | $                                              | 28,846                                |     |  | $ | 28,846    |    
|                     |  | Total                                            |  | $                                              | 153,846                               |     |  | $ | 153,846   |    
|                     |  |                                                  | 
|Arturo M. Molina (6) |  | Vacation payout                                  |  | $                                              | 25,785                                |     |  | $ | 25,785    |    
|                     |  | Total                                            |  | $                                              | 25,785                                |     |  | $ | 25,785    |    
|                     |  |                                                  | 
|Richard B. Phillips  |  | Vacation payout                                  |  | $                                              | 5,645                                 |     |  | $ | 5,645     |    
|                     |  | Total                                            |  | $                                              | 5,645                                 |     |  | $ | 5,645     |    



|(1) | In addition to the severance benefits listed in the table above, Mr. Auerbach is also entitled to a gross-up payment in the event his severance benefits constitute a
parachute payment under applicable tax laws.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents the cash value of Mr. Auerbachs accrued but unused vacation time as of December 31, 2008.
|--- | -----------------------------------------------------------------------------------------------------

|(3) | Consists of (i) $940,000, representing an amount equal to twice Mr. Auerbachs current base salary, (ii) $235,000, the maximum amount of discretionary bonus to
which Mr. Auerbach was eligible to receive in 2008, and (iii) $54,231, the cash value of Mr. Auerbachs accrued but unused vacation time as of December 31, 2008.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Represents payment of Mr. Auerbachs COBRA premiums for a period of 12 months.
|--- | ------------------------------------------------------------------------------

|(5) | The value of stock option vesting acceleration is based on the closing stock price of $26.00 per share for our common stock as reported on NASDAQ on December 31, 2008 with
respect to in-the-money unvested stock option shares minus the exercise price of such unvested stock option shares.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Pursuant to the terms of Dr. Molinas employment agreement, if he is terminated within three months of a change of control, and the exercise price of the
stock options he received under the agreement is higher than the per share market value of our common stock on the date of termination, he will be entitled to a
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | severance package equal to continued payment of his base salary for six months. As of December 31, 2008, the stock options were in-the-money, and
Dr. Molina was therefore not entitled to any severance benefits other than the cash value of any accrued but unused vacation time through the date of termination.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding each unexercised option held by each of our named executive officers as of December 31, 2008.



|                    |  |                                                               |            |  |                                                       |                  |  |                      |                                |                       |                                                        
|------------------- |  | ------------------------------------------------------------- | ---------- |  | ----------------------------------------------------- | ---------------- |  | -------------------- | ------------------------------ | --------------------- | -------------------------------------------------------
|                    |  | Option Awards (1)                                            
|Name                |  | Number of SecuritiesUnderlying UnexercisedOptions Exercisable |            |  | Securities UnderlyingUnexercised OptionsUnexercisable |                  |  | Option ExercisePrice |                                | Option ExpirationDate
|Alan H. Auerbach    |  | 288,08390,650 161,326 168,070 25,000                         | (2)(3) (3) |  |   168,069 75,000 150,000                           | (2)  (4) (5) (6) |  | $$ $ $ $ $           | 0.394.76 4.50 4.50 24.50 28.43 |                       | 1/1/20142/27/2016 3/9/2016 9/26/2016 6/11/2017 6/3/2018
|                    |  |                                                               |            | 
|Charles R. Eyler    |  | 38,41110,000 10,000                                          |            |  | 5,000 30,000 25,000                                  | (7)(8) (9) (10)  |  | $$ $ $               | 3.914.50 22.50 36.93           |                       | 8/23/20149/6/2016 8/23/2017 9/22/2018                  
|                    |  |                                                               |            | 
|Arturo M. Molina    |  | 40,000                                                       |            |  | 120,00065,000                                         | (11)(12)         |  | $$                   | 21.0534.09                     |                       | 5/7/20178/1/2018                                       
|                    |  |                                                               |            | 
|Richard B. Phillips |  |                                                             |            |  | 60,00060,000                                          | (13)(14)         |  | $$                   | 4.0534.09                      |                       | 1/29/20178/1/2008                                      



|(1) | All options granted pursuant to our 2003 Stock Option Plan, as amended.
|--- | -----------------------------------------------------------------------

|(2) | Options vested in equal amounts annually over four years, commencing on January 1, 2005.
|--- | ----------------------------------------------------------------------------------------

|(3) | Options vested upon completion of our April 3, 2006 private placement offering.
|--- | -------------------------------------------------------------------------------

|(4) | Options vest in equal amounts annually over four years commencing on May 16, 2007, subject to Mr. Auerbachs continued employment with us on each such date.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Options vest in equal amounts annually over four years, commencing on June 11, 2008, subject to Mr. Auerbachs continued employment with us on each such date.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Options vest in equal amounts annually over four years, commencing on June 3, 2009, subject to Mr. Auerbachs continued employment with us on each such date.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Options vested in equal amounts annually over two years, commencing on August 5, 2005.
|--- | --------------------------------------------------------------------------------------

|(8) | Options vest in equal amounts annually over three years commencing on June 28, 2007, subject to Mr. Eylers continued employment with us on each such date.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Options vest in equal amounts annually over four years, commencing on August 23, 2008, subject to Mr. Eylers continued employment with us on each such date.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Options vest in equal amounts annually over four years, commencing on September 22, 2009, subject to Mr. Eylers continued employment with us on each such date.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Options vest in equal amounts annually over four years, commencing on May 7, 2008, subject to Dr. Molinas continued employment with us on each such date.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Options vest in equal amounts annually over four years, commencing on August 1, 2009, subject to Dr. Molinas continued employment with us on each such date.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Options vest in equal amounts annually over two years, commencing on January 27, 2009, subject to Mr. Phillips continued employment with us on each such date.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Options vest in equal amounts annually over four years, commencing on August 1, 2009, subject to Mr. Phillips continued employment with us on each such date.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



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Severance and Change of Control Arrangements

See Employment Agreements with Executives above for a description of the severance and change of control arrangements with
Mr. Auerbach, Mr. Eyler and Dr. Molina. We have not entered into severance or change of control provisions in any employment agreements with our other employees.

Our Board of Directors, or a committee thereof, serving as plan administrator of our 2003 Stock Option Plan, has the authority to provide for accelerated
vesting of the options granted to our named executive officers and any other person in connection with changes of control of our Company, including: (a) the sale, lease, exchange or other transfer of substantially all of our assets to a
non-affiliate; (b) our liquidation or dissolution; (c) subject to certain limitations, if any person becomes the beneficial owner of in excess of 20% of the combined voting power of our outstanding securities having the right to vote at
elections of directors; (d) subject to certain limitations, a merger or consolidation whereby our shareholders immediately prior to effective date of such merger or consolidation have beneficial ownership, immediately following the effective
date of such merger or consolidation, of securities of the surviving corporation representing less than 80% of the combined voting power of the surviving corporations then outstanding securities ordinarily having the right to vote at elections
of directors; or (e) if after the date our securities are first sold in a registered public offering, our then existing directors cease to constitute at least a majority of the Board. This description constitutes only a summary of the relevant
terms of our 2003 Stock Option Plan.

Executive Compensation under the 2003 Stock Option Plan

As of December 31, 2008, we have 3,187,152 outstanding stock options issued under our 2003 Stock Option Plan, of which 1,328,931 have been issued to
the named executives through December 31, 2008.

Director Compensation

In June 2006, as amended on June 11, 2007, our Board of Directors adopted a non-employee director compensation program. Pursuant to the compensation
program, each non-employee director serving on our Board is entitled to receive an annual retainer of $25,000, plus $2,500 for each board meeting attended in person and $1,000 for each meeting attended telephonically. Additionally, upon initial
appointment to the Board and thereafter upon election by our stockholders at an annual meeting, each non-employee director is entitled to receive an option grant to purchase 30,000 shares of our common stock at an exercise price equal to the fair
market value of the common stock on the date of grant, such options to vest in equal parts annually over three years. Thereafter, non-employee directors are entitled to an annual stock option grant to purchase 10,000 shares of our common stock at an
exercise price equal to the fair market value of the common stock on the date of grant, such options to vest in equal parts annually over three years, upon their election by the stockholders. In addition, the chair of the audit committee of our
Board of Directors is also entitled to receive an annual retained of $10,000 and each other member of the audit committee shall be entitled to an annual retainer of $5,000, plus $1,500 for each committee meeting attended in person or $750 for each
meeting attended telephonically.



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The following table shows the compensation earned by each of our non-employee directors for the year
ended December 31, 2008:



|                         |  |                            |        |                   |   |                       |  |   |         |        |  |   |        
|------------------------ |  | -------------------------- | ------ | ----------------- | - | --------------------- |  | - | ------- | ------ |  | - | -------
|Name                     |  | Fees Earned orPaid in Cash |        | Option Awards (1) |   | All OtherCompensation |  |   | Total  
|Arie S. Belldegrun, M.D. |  | $                          | 32,500 |                   | $ | 125,859               |  | $ | 676,316 | (2)(3) |  | $ | 834,675
|Harold J. Meyers         |  | $                          | 46,250 |                   | $ | 123,703               |  | $ | 0       |        |  | $ | 169,953
|Michael S. Richman       |  | $                          | 32,500 |                   | $ | 125,396               |  | $ | 0       |        |  | $ | 157,896
|Russell H. Ellison, M.D. |  | $                          | 32,500 |                   | $ | 123,506               |  | $ | 0       |        |  | $ | 156,006
|Samuel R. Saks, M.D. (4) |  | $                          | 41,250 |                   | $ | 152,857               |  | $ | 0       |        |  | $ | 194,107
|Thomas R. Malley         |  | $                          | 41,250 |                   | $ | 207,000               |  | $ | 0       |        |  | $ | 248,250



|(1) | Amount reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2008 in accordance with SFAS 123(R) of stock
option awards, relating to stock option grants to purchase shares of our common stock, at an exercise price equal to the fair market value of our common stock on the dates of each grant, to each of our non-employee directors pursuant to the terms of
our director compensation plan. Assumptions used in the calculation of this amount for non-employees are identified in Note 3 to our financial statements for the year ended December 31, 2008 included in our Annual Report.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents consulting compensation paid to Dr. Belldegrun relating to (i) a monthly consulting fee of $16,666 paid pursuant to the terms of our Scientific Advisory
Agreement, as amended, entered into with Dr. Belldegrun, and (ii) option grants to Dr. Belldegrun as described in footnote (3) below. For more detail with respect to our consulting arrangement with Dr. Belldegrun, see the
caption entitled Scientific Advisory Agreement below.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes $476,316, which constitutes the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2008 in accordance with the
provisions of SFAS 123 and EITF 96-18 of the following stock option awards issued to Dr. Belldegrun for his consulting services pursuant to our Scientific Advisory Agreement: (i) an option to purchase 38,411 shares at an exercise
price of $0.39 per share granted in August 2004, and amended in December 2006 to adjust the exercise price to $2.60 per share, the fair market value of our common stock on the date of original grant pursuant to the terms of Section 409A of the
Internal Revenue Code; and (ii) an option to purchase 200,000 shares at an exercise price of $4.50 per share granted in September 2006. With respect to (i) herein, the compensation cost reflects the incremental fair value of such option as
modified, in accordance with SFAS 123R.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Pursuant to a letter agreement with Dr. Saks, upon his appointment on September 12, 2007, we granted Dr. Saks a 10-year stock option to purchase 45,000 shares of our
common stock at an exercise price of $23.41 per share. The right to purchase the shares subject to the option vests in five annual installments of 10,000, 12,500, 15,000, 5,000 and 2,500 shares, respectively, commencing on the first anniversary of
Dr. Saks appointment; provided, that upon a change of control (as that term is defined in our 2003 Stock Option Plan) the entire option vests and will remain exercisable for the remainder of the 10-year term. This option was issued in
lieu of the standard 30,000 share option grant issuable to newly-appointed non-employee directors in accordance with the terms of our standard director compensation plan. Dr. Saks agreed to forego the next two annual 10,000 share option grants
that would be issuable in accordance with the non-employee director compensation plan upon his election by the stockholders. Subject to the foregoing, Dr. Saks will otherwise be entitled to receive the compensation and benefits provided by the
non-employee director compensation plan.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Scientific Advisory Agreement

We entered into a Scientific Advisory Agreement dated January 1, 2004, as amended August 24, 2004, with Dr. Arie Belldegrun to serve as
Chairman of our Scientific Advisory Board and as a member of our Board of Directors. Pursuant to the Scientific Advisory Agreement, Dr. Belldegrun receives an annual payment of $200,000 per year. Additionally, for each new technology that we
in-license or otherwise acquire that is first introduced to us by or through Dr. Belldegrun, or for which Dr. Belldegrun actively participates in the evaluation



18



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##### Table of Contents

process (as determined by our Chief Executive Officer), we are to make milestone payments to Dr. Belldegrun ranging from $50,000 to $150,000 for each
such technology, depending on the clinical phase trials such technology is undergoing or has completed. Furthermore, pursuant to the Scientific Advisory Agreement, we are to make a payment of $100,000 to Dr. Belldegrun in the event he assists
in preparation for and participation in meetings with potential investors relating to an offering of securities with minimum proceeds of at least $5,000,000, provided that only one such payment shall be made per year. The Scientific Advisory
Agreement has a term of four years, and annually renews for one year periods thereafter unless either party gives the other 30 days written notice prior to the end of term, or any renewal term, that such term is not to be extended. In the event
we terminate the Scientific Advisory Agreement prior to the end of the initial term for any reason other than gross negligence, willful misconduct or fraud on the part of Dr. Belldegrun, we will be obligated to pay Dr. Belldegrun all
amounts owed to him for the remainder of the calendar year in which termination occurs, and all stock options that would otherwise have vested in such calendar year shall automatically vest upon such termination. The Scientific Advisory Agreement
contains other customary terms and provisions that are standard in our industry. In conjunction with execution of the original Scientific Advisory Agreement in January 2004, we granted Dr. Belldegrun options to purchase an aggregate of 153,644
shares of our common stock at an exercise price of $0.39 per share.

Pursuant to the amendment of the Scientific Advisory Agreement in
August 2004, we issued Dr. Belldegrun an additional option to purchase 38,411 shares of common stock at an exercise price of $0.39 per share. The fair market value of our common stock on the date of such amendment was $2.60 per share.

During 2005, our Board of Directors approved bonuses in the aggregate of $150,000 to Dr. Belldegrun, including a $50,000 bonus in
connection with the in-licensing of one of our product candidates. The remaining $100,000 bonus was in connection with Dr. Belldegruns participation in our private placement offering. Dr. Belldegrun, Chief of the Division of Urologic
Oncology at the David Geffen School of Medicine at the University of California, Los Angeles (UCLA), responded to scientific and clinical questions from potential and actual investors relating to our drugs and their development, including how such
drugs could be used in clinical practice should we obtain the necessary regulatory approval. These bonuses were paid in April 2006.

In
February 2006 we granted Dr. Belldegrun options to purchase 90,650 shares of our common stock at an exercise price of $4.82 per share. Additionally, in March 2006 we granted Dr. Belldegrun options to purchase an additional 161,326 shares
of our common stock at an exercise price of $4.50 per share. All of these options vested upon completion of our private placement offering completed on April 3, 2006.

In September 2006, we granted to Dr. Belldegrun a 10-year stock option to purchase 200,000 shares of our common stock at an exercise price of $4.50
per share. The option, which was approved by our Board of Directors, vests in four equal installments commencing September 2007.

On
December 29, 2006, we and Dr. Belldegrun agreed to amend the terms of the agreement relating to his option to purchase 38,411 shares of our common stock granted in August 2004 to increase the exercise price of the underlying option to
$2.60 per share, the fair market value of our common stock on the date of grant, in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended. In order to compensate Dr. Belldegrun for the increased exercise price,
we also issued Dr. Belldegrun 18,864 shares of restricted common stock, all of which vested on January 2, 2007.

Compensation Committee
Interlocks and Insider Participation

There were no interlocks or other relationships with other entities among our executive officers
and directors that are required to be disclosed under applicable SEC regulations relating to compensation committee interlocks and insider participation.



19



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##### Table of Contents

Compensation Committee Report

The Compensation Committee of the Company has reviewed and discussed the section of this proxy statement entitled Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K
with management. Based on such review and discussions, the Compensation Committee recommended to the Board that the section entitled Compensation Discussion and Analysis be included in this proxy statement.

Submitted by:

Michael S. Richman (chair)

Thomas R. Malley

Dr. Samuel R. Saks



20



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##### Table of Contents

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth
certain information regarding beneficial ownership of our common stock as of April 24, 2009, by (i) each person known by us to be the beneficial owner of more than 5 percent of the outstanding common stock, (ii) each director and
director nominee, (iii) each named executive officer, and (iv) all named executive officers, directors and director nominees as a group. The number of shares beneficially owned is determined under rules promulgated by the Securities and
Exchange Commission (SEC), and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power
(or shares that power with that persons spouse) with respect to all shares of capital stock listed as owned by that person or entity. Unless otherwise indicated, the address of each of the following persons is 10990 Wilshire Boulevard, Suite
1200, Los Angeles, CA 90024.



|                                                                              |  |                                             |      |  |                                                   
|----------------------------------------------------------------------------- |  | ------------------------------------------- | ---- |  | --------------------------------------------------
|Name of Beneficial Owner                                                      |  | Shares of CommonStock BeneficiallyOwned (#) |      |  | Percentage ofCommon StockBeneficiallyOwned (%) (1)
|Alan H. Auerbach                                                              |  | 1,176,084                                   | (2)  |  | 5.43                                              
|Arie S. Belldegrun                                                            |  | 1,012,762                                   | (3)  |  | 4.73                                              
|Charles R. Eyler                                                              |  | 63,411                                      | (4)  |  | *                                                 
|Harold J. Meyers                                                              |  | 78,412                                      | (4)  |  | *                                                 
|Russell H. Ellison                                                            |  | 30,001                                      | (4)  |  | *                                                 
|Michael S. Richman                                                            |  | 40,001                                      | (4)  |  | *                                                 
|Thomas R. Malley                                                              |  | 48,252                                      | (5)  |  | *                                                 
|Samuel R. Saks                                                                |  | 10,000                                      | (4)  |  | *                                                 
|Arturo M. Molina                                                              |  | 80,000                                      | (4)  |  | *                                                 
|Richard B. Phillips                                                           |  | 30,000                                      | (4)  |  | *                                                 
|All executive officers and directors as a group (10 persons)                  |  | 2,568,923                                   |      |  | 11.33                                             
|Lindsay A. Rosenwald 787 Seventh Avenue, 48thFloor New York, NY 10019         |  | 3,460,442                                   | (6)  |  | 16.45                                             
|FMR, LLC 82 Devonshire Street Boston, MA 02109                                |  | 3,109,946                                   | (7)  |  | 14.97                                             
|Adage Capital Partners, L.P. 200 Clarendon Street, 52ndFloor Boston, MA 02116 |  | 2,046,809                                   | (8)  |  | 9.85                                              
|T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202      |  | 1,896,866                                   | (9)  |  | 9.13                                              
|Wellington Management Company, LLP 75 State Street Boston, MA 02109           |  | 2,342,955                                   | (10) |  | 11.28                                             



|* | Less than 1%.
|- | -------------

|(1) | Assumes 20,773,134 shares of our common stock are outstanding. Beneficial ownership is determined in accordance with SEC rules, and includes any shares as to which the security or
stockholder has sole or shared voting power or investment power, and also any shares the security or stockholder has the right to acquire within 60 days of the date hereof, whether through the exercise or conversion of any stock option, convertible
security, warrant or other right. The indication herein that shares are beneficially owned is not an admission on the part of the security or stockholder that he, she or it is a direct or indirect beneficial owner of those shares.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(2) | Includes 887,996 shares of common stock issuable upon exercise of options that are currently exercisable or will become exercisable within the next 60 days.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes (i) 619,731 shares of common stock issuable upon the exercise of options and 35,699 shares of common stock issuable upon the exercise of warrants; (ii) 176,014
shares of common stock held by MDRB Partnership, L.P., of which Dr. Belldegrun is the General Partner and the Belldegrun Childrens Trust is the Limited Partner; (iii) 15,000 shares of common stock held by the Belldegrun Family Trust,
of which Dr. Belldegrun and his spouse are trustees; and (iv) 116,654 shares of common stock held by Leumi Overseas Trust Corporation Limited, as Trustee of the BTL Trust, a trust of which Dr. Belldegrun is a beneficiary;
Dr. Belldegrun disclaims any beneficial ownership interest, except to the extent of his pecuniary interest therein, of the securities held by MDRB Partnership, L.P., the Belldegrun Family Trust, and the BTL Trust. All warrants and options
referenced in this footnote are exercisable within the next 60 days.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Consists of shares of common stock issuable upon exercise of options to purchase shares of common stock that are currently exercisable or will become exercisable within the next 60
days.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes 28,334 shares of common stock issuable upon the exercise of options that are currently exercisable or will become exercisable within the next 60 days.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Represents (i) 3,184,903 shares of common stock held by Horizon BioMedical Ventures, LLC, of which Dr. Rosenwald is the managing member; (ii) 10,000 shares of common
stock; and (iii) warrants to purchase an aggregate of 265,539 shares of common stock issued to Dr. Rosenwald. Does not include 138,549 shares of common stock beneficially owned by The Lindsay A. Rosenwald 2000 Family Trusts dated
December 15, 2000, a trust established for the benefit of Dr. Rosenwalds family. Dr. Rosenwald has advised us that he does not hold the power to vote or dispose of these shares, but instead such power rests solely with Lester
Lipschutz, the trustee of such trust, who is not related to Dr. Rosenwald. On this basis, Dr. Rosenwald has informed us that he disclaims any beneficial ownership interest of the shares held by the trust, except to the extent of his
pecuniary interest therein. Based on Schedule 13D/A filed by Dr. Rosenwald on February 3, 2009.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Based on Schedule 13G/A filed by FMR, LLC on February 17, 2009.
|--- | ---------------------------------------------------------------

|(8) | Based on Schedule 13F-HR filed by Adage Capital Partners, L.P. on February 17, 2009.
|--- | ------------------------------------------------------------------------------------

|(9) | Based on Schedule 13G/A filed by T. Rowe Price Associates, Inc. on February 12, 2009.
|--- | -------------------------------------------------------------------------------------

|(10) | Based on Schedule 13G/A filed by Wellington Management Company, LLP on February 10, 2009.
|---- | -----------------------------------------------------------------------------------------

Securities Authorized for Issuance under Equity Compensation Plans

Our 2003 Stock Option Plan, which
is currently our only equity compensation plan, has been approved by our stockholders. The following table sets forth certain information as of December 31, 2008 with respect to our 2003 Stock Option Plan, as amended:



|                                                        |  |                                                                      |  |                                                        |       |                                                                                                                                           |          
|------------------------------------------------------- |  | -------------------------------------------------------------------- |  | ------------------------------------------------------ | ----- | ----------------------------------------------------------------------------------------------------------------------------------------- | ---------
|Plan category                                           |  | Number ofSecurities to beIssued UponExercise ofOutstandingOptions(A) |  | Weighted-AverageExercise Priceof OutstandingOptions(B) |       | Number of SecuritiesRemaining Available forFuture Issuance Under EquityCompensation Plans(Excluding SecuritiesReflected in Column (A))(C)
|Equity compensation plans approved by security holders: |  |                                                                      |  |                                                        |       |                                                                                                                                           |          
|2003 Stock Option Plan                                  |  | 3,187,152                                                            |  | $                                                      | 13.35 |                                                                                                                                           | 1,272,850
|Equity compensation plans not approved by stockholders: |  |                                                                      |  |                                                        |       |                                                                                                                                           |          
|None.                                                   |  |                                                                     |  |                                                        |      |                                                                                                                                           |         
|                                                        |  |                                                                      |  |                                                        |       |                                                                                                                                           |          
|Total                                                   |  | 3,187,152                                                            |  | $                                                      | 13.35 |                                                                                                                                           | 1,412,848



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##### Table of Contents

|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

Certain Relationships and Related Transactions

We have adopted a written policy with respect to related party transactions
whereby any proposed transaction between us and (i) any of our executive officers or directors, (ii) any shareholder beneficially owning in excess of 5% of our common stock (or our controlled affiliates stock), (iii) any
immediate family member of an executive officer or director, or (iv) any entity that is owned or controlled by someone listed in items (i) through (iii) above, or any entity in which someone listed in items (i) through
(iii) above has a substantial ownership interest or control, must be approved by a majority of the disinterested members of our audit committee, unless the transaction is available to all of our employees generally, or involves less than
$120,000. If the proposed transaction involves executive or director compensation, it must be approved by the compensation committee.

In
the event a proposed transaction has been identified as a related party transaction, such transaction must be presented to our audit committee for consideration and approval or ratification. The presentation to the audit committee must include a
description of all material facts, including the interests, director and indirect, of the related party, the benefits to us of the transaction and whether alternative transactions are available. A majority of disinterested members of the audit
committee must approve a transaction for us to enter into it. We did not enter into any related party transactions in 2008.

Director Independence

In determining whether the members of our Board and its committees are independent, we have elected to use the definition of
independence set forth by Marketplace Rule 4200(a)(15) of The NASDAQ Stock Market and the standards for independence established by The NASDAQ Stock Market, whereby a majority of the members of a listed companys board of directors
must qualify as independent as determined by the Board. Our Board of Directors consults with our legal counsel to ensure that the Boards determinations are consistent with all relevant securities and other laws and regulations
regarding the definition of independent, including those set forth in the applicable listing standards of The NASDAQ Stock Market. Consistent with these considerations, and after review of all relevant transactions or relationships
between each director, or any of his family members, and Cougar Biotechnology, its senior management and its independent registered public accounting firm, the Board has determined that Mr. Harold J. Meyers, Mr. Michael S.
Richman, Mr. Thomas R. Malley and Dr. Samuel R. Saks are independent directors within the meaning of the applicable listing standard of The NASDAQ Stock Market.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

Fees Billed to the
Company by Its Independent Registered Public Accounting Firm

The following is a summary of the fees billed to us by J.H. Cohn LLP, our
independent registered public accounting firm for professional services rendered for fiscal years ended December 31:



|                       |  |           |         |           |   |        
|---------------------- |  | --------- | ------- | --------- | - | -------
|Fee Category           |  | 2008 Fees |         | 2007 Fees
|Audit Fees             |  | $         | 375,555 |           | $ | 174,600
|Audit-Related Fees (1) |  |           | 15,678  |           |   | 60,104 
|Tax Fees (2)           |  |           |        |           |   | 6,200  
|                       |  |           |         |           |   |        
|Total Fees             |  | $         | 391,233 |           | $ | 240,904
|                       |  |           |         |           |   |        



|(1) | Audit-Related Fees consist principally of assurance and related services that are reasonably related to the performance of the audit or review of our financial statements but not
reported under the caption Audit Fees. These fees include review of registration statements and participation at Board of Directors and audit committee meetings.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Tax Fees consist of fees for tax compliance, tax advice and tax planning.
|--- | -------------------------------------------------------------------------



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##### Table of Contents

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public
Accounting Firm

At present, our audit committee approves each engagement for audit or non-audit services before we engage our
independent registered public accounting firm to provide those services. Our audit committee has not established any pre-approval policies or procedures that would allow our management to engage our independent registered public accounting firm to
provide any specified services with only an obligation to notify the audit committee of the engagement for those services. None of the services provided by our independent registered public accounting firm for fiscal 2008 were obtained in reliance
on the waiver of the pre-approval requirement afforded in SEC regulations.



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##### Table of Contents

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

Financial
Statements.

Reference is made to the Index to Financial Statements beginning on Page F-1 of the Original Filing.

Financial Statement Schedules.

The Financial
Statement Schedules have been omitted either because they are not required or because the information has been included in the financial statements or the notes thereto included in the Original Filing.

Exhibits.

The exhibits listed below are incorporated
herein by reference or filed herewith, as indicated below.



|           |  |                                                                                                                                                                                                                                                   
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                       
|2.1        |  | Agreement and Plan of Merger dated February 27, 2006, by and among Cougar Biotechnology, Inc., SRKP 4, Inc. and SRKP Acquisition Corp. (incorporated by reference to Exhibit 10.1 to our
Current Report on Form 8-K filed on March 2, 2006).      
|           | 
|3.1        |  | Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form 10SB filed on August 3, 2005).                                                                                                       
|           | 
|3.2        |  | Certificate of Merger relating to the merger of SRKP Acquisition Corp. with and into Cougar Biotechnology, Inc. (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K dated
April 3, 2006, and filed on April 7, 2006).     
|           | 
|3.3        |  | Certificate of Ownership relating to the merger of Cougar Biotechnology, Inc. with and into SRKP 4, Inc. (incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K dated
April 3, 2006, and filed on April 7, 2006).            
|           | 
|3.4        |  | Certificate of Designation of Series A Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated March 31, 2006, and filed on
April 6, 2006).                                  
|           | 
|3.5        |  | Bylaws of the Company (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form 10SB filed on August 3, 2005).                                                                                                              
|           | 
|4.1        |  | Specimen common stock certificate (incorporated by reference to Exhibit 4.1 of our Annual Report on Form 10-KSB for the year ended December 31, 2007).                                                                                            
|           | 
|4.2        |  | Form of Warrant relating to the sale of promissory notes in June 2005 (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form SB-2 (File No.: 333-133779) filed
May 3, 2006).                                             
|           | 
|4.3        |  | Schedule identifying holders of warrants issued to certain noteholders in the form of Warrant incorporated by reference to Exhibit 4.1 (incorporated by reference to Exhibit 4.2 of our Quarterly
Report on Form 10-QSB filed on August 16, 2006).
|           | 
|4.4        |  | Form of Warrant relating to the sale of convertible bridge notes in November 2005 and January 2006 (incorporated by reference to Exhibit 4.4 of our Registration Statement on Form SB-2 (SEC File
No.: 333-133779) filed on May 3, 2006).         
|           | 
|4.5        |  | Form of Warrant issued in relation to guaranty of credit facility (incorporated by reference to Exhibit 4.3 of our Registration Statement on Form SB-2 (SEC File No.: 333-133779) filed on
May 3, 2006).                                          



25



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##### Table of Contents

|           |  |                                                                                                                                                                                                                                                    
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                        
|4.6        |  | Form of Warrant issued to placement agents in connection with offering of convertible bridge notes (incorporated by reference to Exhibit 4.4 of the Companys Registration Statement on Form
SB-2 (SEC File No.: 333-133779) filed on May 3, 2006).
|           | 
|4.7        |  | Form of Warrant issued to placement agents in connection with April 3, 2006 private placement (incorporated by reference to Exhibit 4.3 to our Quarterly Report on Form 10-QSB filed on
August 16, 2006).                                          
|           | 
|10.1       |  | Employment Agreement with Alan H. Auerbach dated September 26, 2008 (incorporated by reference to Exhibit 10.1 to our Form 8-K filed September 26, 2008).+                                                                                         
|           | 
|10.2       |  | Scientific Advisory Agreement with Dr. Arie Belldegrun dated December 2003 (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form SB-2 (SEC File No.: 333-133779) filed
on May 3, 2006).+                                
|           | 
|10.3       |  | Amendment to Scientific Advisory Agreement with Dr. Belldegrun dated August 24, 2004 (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form SB-2 (SEC File No.:
333-133779) filed on May 3, 2006).+                      
|           | 
|10.4       |  | Letter Agreement with Charles R. Eyler dated August 31, 2007 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 31,
2007).+                                                                              
|           | 
|10.5       |  | License Agreement with BTG International Ltd dated March 23, 2004 (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form SB-2/A (SEC File No.: 333-133779) filed on
January 18, 2007).*                                  
|           | 
|10.6       |  | Exclusive License Agreement with Emory University dated February 23, 2004 (incorporated by reference to Exhibit 10.8 to our Registration Statement on Form SB-2/A (SEC File No.: 333-133779) filed
on December 21, 2006).*                         
|           | 
|10.7       |  | First Amendment to License Agreement made and entered into June 2, 2004 with Emory University (incorporated by reference to Exhibit 10.9 to our Registration Statement on Form SB-2/A (SEC File
No.: 333-133779) filed on December 21, 2006).*     
|           | 
|10.8       |  | License Agreement with LEO Pharma A/S dated June 27, 2005 (incorporated by reference to Exhibit 10.10 to our Registration Statement on Form SB-2/A (SEC File No.: 333-133779) filed on
December 21, 2006).*                                        
|           | 
|10.9       |  | Summary terms of non-employee director compensation program (as amended through June 11, 2007) (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed
June 15, 2007).+                                                 
|           | 
|10.10      |  | 2003 Stock Option Plan (as amended through October 28, 2008) (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed November 3, 2008).+                                                                                
|           | 
|10.11      |  | Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed September 12, 2006).+                                                                                                            
|           | 
|10.12      |  | Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8 (SEC File No.: 333-140673) filed on February 13,
2007).+                                                              
|           | 
|10.13      |  | Restricted Stock Agreement dated December 29, 2006 with Dr. Arie Belldegrun (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 8,
2007).+                                                               
|           | 
|10.14      |  | Form of Securities Purchase Agreement dated May 2, 2007 with certain investors in private placement offering (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on
May 3, 2007).                                   



26



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##### Table of Contents

|           |  |                                                                                                                                                                                                                                                                                                                 
|---------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                     
|10.15      |  | Form of Registration Rights Agreement dated May 2, 2007 with certain investors in private placement offering (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on
May 3, 2007).                                                                                                
|           | 
|10.16      |  | Letter Agreement dated as of March 16, 2007 with Dr. Arturo Molina (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on May 3, 2007).+                                                                                                                                         
|           | 
|10.17      |  | Letter Agreement dated as of September 5, 2007 with Dr. Samuel R. Saks (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on September 18,
2007).+                                                                                                                              
|           | 
|10.18      |  | Assignment, Assumption and Consent dated July 24, 2007 with LETAT FRANCAIS, as represented by the Consulate General of France (incorporated by reference to Exhibit 10.1 to our Quarterly
Report on Form 10-QSB for the period ended September 30, 2007 filed on November 13, 2007).                           
|           | 
|10.19      |  | Lease between Douglas Emmett 1997, LLC and LETAT FRANCAIS dated September 29, 1989, as amended (assumed by Cougar Biotechnology, Inc. on July 24, 2007) (incorporated by reference to
Exhibit 10.2 to our Quarterly Report on Form 10-QSB for the period ended September 30, 2007, filed on November 13, 2007).
|           | 
|10.20      |  | Stand-by letter of credit collateralized by a certificate of deposit held by Wells Fargo Bank (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-QSB for the period
ended September 30, 2007, filed on November 13, 2007).                                                           
|           | 
|10.21      |  | Form of Securities Purchase Agreement dated December 14, 2007, with certain investors in private placement offering (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K
filed on December 18, 2007).                                                                                   
|           | 
|10.22      |  | Form of Registration Rights Agreement dated December 14, 2007, with certain investors in private placement offering (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K
filed on December 18, 2007).                                                                                   
|           | 
|10.23      |  | Employment offer letter with Richard B. Phillips dated January 16, 2007, (incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008).+                                                                                                                
|           | 
|10.24      |  | Indemnity Agreement dated April 3, 2006 by and among SRKP 4, Inc., Cougar Biotechnology, Inc., Richard A. Rappaport and Anthony C. Pintsopoulos (incorporated by reference to Exhibit 10.2 to the
Registrants Current Report on Form 8-K filed April 7, 2006).                                                 
|           | 
|21.1       |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                
|           | 
|23.1       |  | Consent of J.H. Cohn LLP.                                                                                                                                                                                                                                                                                      
|           | 
|24.1       |  | Power of Attorney.                                                                                                                                                                                                                                                                                             
|           | 
|31.1       |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a).                                                                                                                                                                                                                                       
|           | 
|31.2       |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a).                                                                                                                                                                                                                                       
|           | 
|31.3       |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) (filed herewith).                                                                                                                                                                                                                       
|           | 
|31.4       |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) (filed herewith).                                                                                                                                                                                                                       
|           | 
|32.1       |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).                                                                                                                                                                                                               
|           | 
|32.2       |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).                                                                                                                                                                                                               



|* | Confidential treatment has been granted as to certain omitted portions of this exhibit pursuant to Rule 406 of the Securities Act or Rule 24b-2 of the Exchange Act.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|+ | Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K.
|- | -------------------------------------------------------------------------------------------------------------------------

| | Filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed on March 16, 2008.
|- | ------------------------------------------------------------------------------------------------------------------



27



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##### Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, Cougar Biotechnology, Inc. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on April 30, 2009.



COUGAR BIOTECHNOLOGY, INC.By:

/s/    ALAN H.
AUERBACHName:

Alan H. AuerbachTitle:

President and Chief Executive Officer


In accordance with the Securities Exchange Act, this report has been signed below by the
following persons on behalf of Cougar Biotechnology, Inc. and in the capacities and on the dates indicated.



|                                                         |  |                                                                                            |  |               
|-------------------------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | --------------
|Signature                                                |  | Title                                                                                      |  | Date          
|                                                         |  |                                                                                           
|/s/    ALAN H.
AUERBACH Alan H. Auerbach                 |  | President, Chief Executive Officer and Director (Principal Executive Officer)              |  | April 30, 2009
|                                                         |  |                                                                                           
|/s/    CHARLES R.
EYLER Charles R. Eyler                 |  | Senior Vice President, Finance, and Treasurer (Principal Accounting and Financial Officer) |  | April 30, 2009
|                                                         |  |                                                                                           
|/s/    ARIE S. BELLDEGRUN, M.D. Arie S. Belldegrun, M.D. |  | Director                                                                                   |  | April 30, 2009
|                                                         |  |                                                                                           
|/s/    RUSSELL H. ELLISON,
M.D. Russell H. Ellison, M.D. |  | Director                                                                                   |  | April 30, 2009
|                                                         |  |                                                                                           
|/s/    THOMAS R.
MALLEY Thomas R. Malley                 |  | Director                                                                                   |  | April 30, 2009
|                                                         |  |                                                                                           
|/s/    HAROLD J.
MEYERS Harold J. Meyers                 |  | Director                                                                                   |  | April 30, 2009
|                                                         |  |                                                                                           
|/s/    MICHAEL S.
RICHMAN Michael S. Richman             |  | Director                                                                                   |  | April 30, 2009
|                                                         |  |                                                                                           
|/s/    SAMUEL R. SAKS,
M.D. Samuel R. Saks, M.D.         |  | Director                                                                                   |  | April 30, 2009



28



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##### Table of Contents

INDEX TO EXHIBITS FILED WITH THIS REPORT



|            |  |                                                                                 
|----------- |  | --------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                     
|31.3        |  | Certification of Principal Executive Officer pursuant to Rule 13a-14(a).        
|            | 
|31.4        |  | Certification of Principal Financial Officer pursuant to Rule 13a-14(a).        
|            | 
|32.1        |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
|            | 
|32.2        |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.