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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-K/A**

**(AmendmentNo. 1)**

** **

**x**                              ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934.

** **

**For the fiscal year ended December 31,2007.**

** **

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934.

** **

**For the transition period from              to             .**

** **

**Commission File Number 00029815**

** **

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**Allos Therapeutics, Inc.**

**(Exactname of Registrant as specified in its charter)**

 

| **Delaware**                                                    | ** ** | **54-1655029**                             |
|-----------------------------------------------------------------|------------|--------------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |       | (I.R.S. Employer

Identification No.) |

 

**11080 CirclePoint Road, Suite 200**

**Westminster, Colorado 80020**

**(303) 426-6262**

**(Address,including zip code, and telephone number, including area code, of principalexecutive offices)**

** **

Securitiesregistered pursuant to Section 12(b) of the Act:

 

| **Common Stock $.001 Par Value**

(Title of class) | ** ** | **NASDAQ Stock Market LLC**

**(NASDAQ Global Market)** |
|----------------------------------------------------|------------|---------------------------------------------------------|
|                                               |       | (Name of each exchange on which  registered)            |

 

Securitiesregistered pursuant to Section 12(g) of the Act: **None**

 

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Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.  Yes o   No x

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Act.  Yes o   No x

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and(2) has been subject to such filing requirements for the past90 days.  Yes x   No o

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

Indicate by check mark whether theregistrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or a smaller reporting company. See definitions of “large acceleratedfiler,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one):

 
| Large accelerated filer o                                                           |   | Accelerated  filer x         |
|------------------------------------------------------------------------------------------|--------|-----------------------------------|
| Non-accelerated  filer o   (Do not check if  a smaller reporting company) |   | Smaller  reporting company o |

 

Indicate by check mark whether the registrant isa shell company (as defined in Rule 12b-2 of the ExchangeAct).  Yes o   No x

 

The aggregate market value of common stock heldby nonaffiliates of the registrant (based upon the closing sale price of suchshares on the NASDAQ Global Market on June 29, 2007) was $149,964,368.Shares of the registrant’s common stock held by each current executive officerand director and by each stockholder who is known by the registrant to own 10%or more of the outstanding common stock have been excluded from thiscomputation in that such persons may be deemed to be affiliates of theregistrant. Share ownership information of certain persons known by theregistrant to own greater than 10% of the outstanding common stock for purposesof the preceding calculation is based solely on information onSchedules 13D and 13G, if any, filed with the Commission. This determinationof affiliate status is not necessarily a conclusive determination for otherpurposes.

 

As of February 20, 2008, there were67,837,907 shares of the registrant’s common stock outstanding.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Portionsof the registrant’s definitive Proxy Statement for the 2008 Annual Meeting ofStockholders, filed with the Securities and Exchange Commission on April 29,2008, were incorporated by reference into Part III of the registrant’sAnnual Report on Form 10-K for the fiscal year ended December 31,2007, filed with the Securities and Exchange Commission on February 27,2008, to the extent stated therein.

 

 

 

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Table of Contents

 

**EXPLANATORYNOTE**

 

Allos Therapeutics, Inc. (“Allos,” “we,” or “our”) is filing thisAmendment No. 1 on Form 10-K/A (this “Amendment”) to amend ourAnnual Report on Form 10-K for the fiscal year ended December 31,2007, filed with the Securities and Exchange Commission on February 27,2008 (the “Original Filing”).  ThisAmendment is being filed solely for the purpose of amending Item 15(a)(3) ofPart IV of the Original Filing and the Exhibit Index to the OriginalFiling to reflect the filing of Exhibit 10.25 herewith.  This Amendment and Exhibit 10.25 heretoare filed in response to a comment letter we received from the Securities andExchange Commission in connection with the staff’s review of the OriginalFiling.  In addition, as required by Rule 12b-15of the Securities Exchange Act of 1934, as amended, new certifications by ourprincipal executive officer and principal financial officer are filed asexhibits to this Amendment.

 

Except as described above, no other changes have been made to theOriginal Filing, and this Amendment does not amend, update or change thefinancial statements or disclosures in the Original Filing.  This Amendment does not reflect eventsoccurring after the filing of the Original Filing or modify or update those disclosures,including any exhibits to the Original Filing affected by subsequentevents.  Information not affected by thechanges described above is unchanged and reflects the disclosures made at thetime of the Original Filing. Accordingly, the Amendment should be read in conjunction with our filingsmade with the Securities and Exchange Commission subsequent to the filing ofthe Original Filing, including any amendments to those filings.

 

**ALLOSTHERAPEUTICS, INC.**

**ANNUALREPORT ON FORM 10-K/A**

**FORTHE FISCAL YEAR ENDED DECEMBER 31, 2007**

**AmendmentNo. 1**

 

**TABLEOF CONTENTS**

 
| ** **       | ** ** | ** **                                 | ** ** | **Page** |
|------------------|------------|--------------------------------------------|------------|----------|
| **PART IV** |       |                                       |       |     |
| ** **       |       |                                       |       |     |
| ITEM 15.    |       | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |       | 3        |
|             |       |                                       |       |     |
|             |       | SIGNATURES                                 |       | 6        |

 

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**Table of Contents**

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**PART IV**

** **

**ITEM15.**             EXHIBITS ANDFINANCIAL STATEMENT SCHEDULES

** **

**(a)****            ****The following documents are being filed as part of this report:**

 

. . .

 

(3)            Exhibits.

 

The following is a listof exhibits filed as part of this Amendment. Where so indicated exhibits thatwere previously filed are incorporated by reference.

 
|                   | ** ** | ** **                                                                                                                           | ** ** | **Incorporated by Reference** | ** ** | ** **       |
|-------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------|------------|------------------|
| **Exhibit   No.** | ** ** | **Description**                                                                                                                      | ** ** | **Form**                      | ** ** | **Filing  Date** | ** ** | **Number** | ** ** | **Filed Herewith** |
|   3.01  |       | Amended and Restated  Certificate of Incorporation.                                                                                  |       | 10-Q                          |       | 8/7/2006         |   | 3.01 |   |   |
|   3.02  |       | Certificate of  Designation of Series A Junior Participating Preferred Stock.                                                   |       | 10-Q                          |       | 8/7/2006         |   | 3.02 |   |   |
|   3.03  |       | Certificate of  Amendment to Restated Certificate of Incorporation.                                                                  |       | 10-Q                          |       | 8/7/2006         |   | 3.03 |   |   |
|   3.04  |       | Amended and Restated  Bylaws of Allos Therapeutics, Inc.                                                                        |       | 8-K                           |       | 6/25/2007        |   | 3.04 |   |   |
|   4.01  |       | Form of Common  Stock Certificate.                                                                                              |       | S-1/A                         |       | 3/17/2000        |   | 4.01 |   |   |
|   4.02  |       | Reference is made to  Exhibits 3.01, 3.02, 3.03 and 3.04.                                                                            |       |                          |       |             |   |   |   |   |
|   4.03  |       | Rights Agreement dated  May 6, 2003 between Allos and Mellon Investor Services LLC.                                             |       | 8-K                           |       | 5/9/2003         |   | 99.2 |   |   |
|   4.04  |       | Form of Rights  Certificate.                                                                                                    |       | 8-K                           |       | 5/9/2003         |   | 99.3 |   |   |
|   4.05  |       | Amendment to Rights  Agreement dated March 4, 2005 between Allos and Mellon Investor Services  LLC.                             |       | 8-K                           |       | 3/4/2005         |   | 4.06 |   |   |
|   4.06  |       | Amendment to Rights  Agreement dated January 29, 2007 between Allos and Mellon Investor  Services LLC.                          |       | 8-K                           |       | 1/30/2007        |   | 4.1 |   |   |
| 10.01†       |       | Form of Amended  and Restated Indemnity Agreement between Allos and each of its directors and  officers.                        |       | 8-K                           |       | 6/25/2007        |   | 10.01 |   |   |
| 10.02†       |       | 1995 Stock Option  Plan, as amended.                                                                                                 |       | S-1                           |       | 1/26/2000        |   | 10.11 |   |   |
| 10.3†        |       | 2000 Stock Incentive  Compensation Plan, as amended.                                                                                 |       | 8-K                           |       | 12/22/2005       |   | 10.1 |   |   |
| 10.3.1†      |       | Form of Incentive  Stock Option Letter Agreement under 2000 Stock Incentive Compensation Plan.                                  |       | 8-K                           |       | 2/11/2005        |   | 99.1 |   |   |
| 10.3.2†      |       | Form of  Nonqualified Stock Option Letter Agreement under 2000 Stock Incentive  Compensation Plan.                              |       | 8-K                           |       | 2/11/2005        |   | 99.2 |   |   |
| 10.3.3†      |       | Form of  Nonqualified Stock Option Letter Agreement for Non-Employee Directors under  2000 Stock Incentive Compensation Plan.   |       | 8-K                           |       | 2/24/2006        |   | 10.1 |   |   |
| 10.4†        |       | 2001 Employee Stock  Purchase Plan and form of Offering.                                                                             |       | 10-K                          |       | 3/7/2001         |   | 10.26 |   |   |
| 10.4.1†      |       | 2001 Employee Stock  Purchase Plan Offering (Series Beginning July 1, 2007).                                               |       | 8-K                           |       | 6/25/2007        |   | 10.12.1 |   |   |
| 10.5*             |       | Office Lease dated  April 4, 2001 between Allos and Catellus Development Corporation.                                           |       | 10-Q                          |       | 8/14/2001        |   | 10.27 |   |   |
| 10.5.1*           |       | Amended and Restated  Second Amendment to Lease dated December 9, 2002 between Allos and  Catellus Development Corporation.     |       | 10-K                          |       | 3/28/2003        |   | 10.27.1 |   |   |
| 10.5.2*           |       | Third Amendment to  Lease dated November 28, 2003 between Allos and Catellus Development  Corporation.                          |       | 10-K                          |       | 3/5/2004         |   | 10.27.2 |   |   |
| 10.6†        |       | 2002 Broad Based  Equity Incentive Plan.                                                                                             |       | S-8                           |       | 1/16/2002        |   | 99.1 |   |   |
| 10.6.1†      |       | Form of Stock Option  Grant Notice under 2002 Broad Based Equity Incentive Plan.                                                |       | 10-K                          |       | 3/16/2005        |   | 10.14.1 |   |   |
| 10.6.2†      |       | Form of Stock  Option Agreement under 2002 Broad Based Equity Incentive Plan.                                                   |       | 10-K                          |       | 3/16/2005        |   | 10.14.2 |   |   |
| 10.7              |       | Securities Purchase  Agreement dated March 2, 2005 between Allos and the Investors listed on  the signature pages thereto. |       | 8-K/A                         |       | 3/10/2005        |   | 10.41 |   |   |
| 10.8              |       | Registration Rights  Agreement dated March 4, 2005 between Allos and the Investors listed on  Schedule I thereto.               |       | 8-K/A                         |       | 3/10/2005        |   | 10.42 |   |   |

 

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|                  | ** ** | ** **                                                                                                                                                                                                                                                       | ** ** | **Incorporated by Reference** | ** ** | ** **       |
|------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------|------------|------------------|
| **Exhibit  No.** | ** ** | **Description**                                                                                                                                                                                                                                                  | ** ** | **Form**                      | ** ** | **Filing  Date** | ** ** | **Number** | ** ** | **Filed Herewith** |
| 10.9             |       | Letter Agreement dated  March 4, 2005 among Allos, Warburg Pincus Private Equity VIII, L.P.,  Warburg Pincus & Co. and Warburg Pincus LLC.                                                                                                         |       | 8-K                           |       | 3/4/2005         |   | 10.43 |   |   |
| 10.10†      |       | Separation Agreement  dated March 1, 2006 between Allos and Michael E. Hart.                                                                                                                                                                                |       | 8-K                           |       | 3/6/2006         |   | 10.1 |   |   |
| 10.10.1†    |       | First Amendment to  Separation Agreement dated March 9, 2006 between Allos and Michael E.  Hart.                                                                                                                                                            |       | 8-K                           |       | 3/14/2006        |   | 10.3 |   |   |
| 10.10.2†    |       | Second Amendment to  Separation Agreement dated May 10, 2006 between Allos and Michael E.  Hart.                                                                                                                                                            |       | 8-K                           |       | 5/16/2006        |   | 10.1 |   |   |
| 10.11†      |       | Nonqualified Stock  Option Letter Agreement dated March 3, 2006 between Allos and Michael E.  Hart.                                                                                                                                                         |       | 8-K                           |       | 3/6/2006         |   | 10.2 |   |   |
| 10.12†      |       | Summary of  Compensation Arrangements for Non-Employee Directors.                                                                                                                                                                                                |       | 10-Q                          |       | 8/7/2007         |   | 10.32 |   |   |
| 10.13†      |       | Restricted Stock Award  Agreement dated March 9, 2006 between Allos and Paul L. Berns.                                                                                                                                                                      |       | 8-K                           |       | 3/14/2006        |   | 10.2 |   |   |
| 10.14†      |       | Consultant Agreement  effective May 10, 2006 between Allos and Michael E. Hart.                                                                                                                                                                             |       | 8-K                           |       | 5/16/2006        |   | 10.2 |   |   |
| 10.15†      |       | Consultant Agreement  effective May 10, 2006 between Allos and Marvin E. Jaffe, M.D.                                                                                                                                                                        |       | 8-K                           |       | 5/16/2006        |   | 10.3 |   |   |
| 10.16†      |       | 2006 Inducement Award  Plan, including forms of Stock Option Grant Notice with Stock Option  Agreement and Restricted Stock Grant Notice with Restricted Stock Grant  Agreement.                                                                                 |       | 8-K                           |       | 6/6/2006         |   | 10.1 |   |   |
| 10.17            |       | Letter agreement dated  January 28, 2007 among Allos, Baker Bros. Investments, L.P.,  Baker Bros. Investments II, L.P., Baker/Tisch Investments, L.P.,  Baker Biotech Fund I, L.P., 14159, L.P. and Baker Brothers Life  Sciences, L.P. |       | 8-K                           |       | 1/30/2007        |   | 10.1 |   |   |
| 10.18*           |       | License Agreement for  10-Propargyl-10-Deazaaminopterin “PDX” dated December 23, 2002 and  amended May 9, 2006 between Allos and SRI International, Sloan-Kettering  Institute for Cancer Research and Southern Research Institute.          |       | 10-Q                          |       | 8/7/2007         |   | 10.45 |   |   |
| 10.18.1*         |       | Second Amendment to  License Agreement for 10-Propargyl-10-Deazaaminopterin “PDX” dated  November 6, 2007 between Allos and SRI International, Sloan-Kettering  Institute for Cancer Research and Southern Research Institute.                    |       | 10-K                          |       | 12/31/07         |   | 10.18.1 |   |   |
| 10.19†      |       | Corporate Bonus Plan,  as amended and restated effective December 11, 2007.                                                                                                                                                                                 |       | 10-K                          |       | 12/31/07         |   | 10.19 |   |   |
| 10.20†      |       | Amended and Restated  Employment Agreement, effective December 13, 2007, between Allos and  Paul L. Berns.                                                                                                                                                  |       | 10-K                          |       | 12/31/07         |   | 10.20 |   |   |
| 10.21†      |       | Amended and Restated  Employment Agreement, effective December 13, 2007, between Allos and  Pablo J. Cagnoni, M.D.                                                                                                                                          |       | 10-K                          |       | 12/31/07         |   | 10.21 |   |   |
| 10.22†      |       | Amended and Restated  Employment Agreement, effective December 13, 2007, between Allos and  James V. Caruso.                                                                                                                                                |       | 10-K                          |       | 12/31/07         |   | 10.22 |   |   |
| 10.23†      |       | Amended and Restated  Employment Agreement, effective December 13, 2007, between Allos and  Marc H. Graboyes.                                                                                                                                               |       | 10-K                          |       | 12/31/07         |   | 10.23 |   |   |
| 10.24†      |       | Letter agreement, effective  January 22, 2008, between Allos and Bruce K. Bennett.                                                                                                                                                                          |       | 10-K                          |       | 12/31/07         |   | 10.24 |   |   |
| 10.25+           |       | License Agreement,  dated as of December 13, 2004, among Allos, The Regents of the  University of Colorado, the University of Salford and Cancer Research  Technology Limited.                                                                              |       |                          |       |             |   |   |   | X |
| 23.01(1)         |       | Consent of  PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                           |       |                          |       |             |   |   |   |   |
| 24.01(1)         |       | Power of Attorney.                                                                                                                                                                                                                                               |       |                          |       |             |   |   |   |   |
| 31.01            |       | Rule 13a-14(a)/15d-14(a) Certification.                                                                                                                                                                                                                |       |                          |       |             |   |   |   | X |
| 31.02            |       | Rule 13a-14(a)/15d-14(a) Certification.                                                                                                                                                                                                                |       |                          |       |             |   |   |   | X |

 

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|                  | ** ** | ** **                        | ** ** | **Incorporated by Reference** | ** ** | ** **       |
|------------------|------------|-----------------------------------|------------|-------------------------------|------------|------------------|
| **Exhibit  No.** | ** ** | **Description**                   | ** ** | **Form**                      | ** ** | **Filing  Date** | ** ** | **Number** | ** ** | **Filed Herewith** |
| 32.01(1)         |       | Section 1350  Certification. |       |                          |       |             |   |   |   |   |

 

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| †                                         |   | Indicates  management contract or compensatory plan or arrangement required to be filed  as an exhibit pursuant to Item 15(b) of Form 10-K.                                                                                                            |
|------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                           |   |                                                                                                                                                                                                                                                                  |
| *                                              |   | Indicates  confidential treatment has been granted with respect to specific portions of  this exhibit. Omitted portions have been filed with the Securities and  Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange  Act of 1934, as amended. |
|                                           |   |                                                                                                                                                                                                                                                                  |
| +                                              |   | Indicates  confidential treatment has been requested with respect to portions of this  exhibit.  Omitted portions have been filed with the Securities and  Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange  Act of 1934, as amended.  |
|                                           |   |                                                                                                                                                                                                                                                                  |
| (1)Previously  filed with the Original Filing. |

 

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** **

**SIGNATURES**

** **

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, as amended, the registrant has duly caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
|                             | ** ** | **ALLOS THERAPEUTICS, INC.**             |
|-----------------------------|------------|------------------------------------------|
|                        |       |                                     |
| Date: August 25,  2008 | By:        | /s/ PAUL L. BERNS                        |
|                        |       | Paul L. Berns                            |
|                        |       | *President and Chief Executive  Officer* |

 

 

**Pursuant to the requirements of theSecurities Exchange Act of 1934, as amended, this report has been signed by thefollowing persons on behalf of the registrant on August 25, 2008, and inthe capacities indicated:**

 
| **Name**                        | ** ** | **Title**                                        |
|---------------------------------|------------|--------------------------------------------------|
|                            |       |                                             |
| *                               |       | Chairman  of Board of Directors and Director     |
| Stephen J. Hoffman              |       |                                             |
|                            |       |                                             |
| /s/ PAUL L. BERNS               |       | President,  Chief Executive Officer and Director |
| Paul L. Berns                   |       | (Principal  Executive Officer)                   |
|                            |       |                                             |
| /s/ DAVID C. CLARK              |       | Vice  President, Finance and Treasurer           |
| David C. Clark                  |       | (Principal  Financial and Accounting Officer)    |
|                            |       |                                             |
| *                               |       | Director                                         |
| Michael D. Casey                |       |                                             |
|                            |       |                                             |
| *                               |       | Director                                         |
| Stewart Hen                     |       |                                             |
|                            |       |                                             |
| *                               |       | Director                                         |
| Jeffrey R. Latts                |       |                                             |
|                            |       |                                             |
| *                               |       | Director                                         |
| Jonathan S. Leff                |       |                                             |
|                            |       |                                             |
| *                               |       | Director                                         |
| Timothy P. Lynch                |       |                                             |
|                            |       |                                             |
| *By: /s/ PAUL L. BERNS          |       |                                             |
| Paul L. Berns, Attorney-In-Fact |       |                                             |

 

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**EXHIBITINDEX**

 
|                  | ** ** | ** **                                                                                                                                               | ** ** | **Incorporated by Reference** | ** ** | ** **       |
|------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------|------------|------------------|
| **Exhibit  No.** | ** ** | **Description**                                                                                                                                          | ** ** | **Form**                      | ** ** | **Filing  Date** | ** ** | **Number** | ** ** | **Filed Herewith** |
|   3.01 |       | Amended and Restated  Certificate of Incorporation.                                                                                                      |       | 10-Q                          |       | 8/7/2006         |   | 3.01 |   |   |
|   3.02 |       | Certificate of  Designation of Series A Junior Participating Preferred Stock.                                                                       |       | 10-Q                          |       | 8/7/2006         |   | 3.02 |   |   |
|   3.03 |       | Certificate of  Amendment to Restated Certificate of Incorporation.                                                                                      |       | 10-Q                          |       | 8/7/2006         |   | 3.03 |   |   |
|   3.04 |       | Amended and Restated  Bylaws of Allos Therapeutics, Inc.                                                                                            |       | 8-K                           |       | 6/25/2007        |   | 3.04 |   |   |
|   4.01 |       | Form of Common  Stock Certificate.                                                                                                                  |       | S-1/A                         |       | 3/17/2000        |   | 4.01 |   |   |
|   4.02 |       | Reference is made to  Exhibits 3.01, 3.02, 3.03 and 3.04.                                                                                                |       |                          |       |             |   |   |   |   |
|   4.03 |       | Rights Agreement dated  May 6, 2003 between Allos and Mellon Investor Services LLC.                                                                 |       | 8-K                           |       | 5/9/2003         |   | 99.2 |   |   |
|   4.04 |       | Form of Rights  Certificate.                                                                                                                        |       | 8-K                           |       | 5/9/2003         |   | 99.3 |   |   |
|   4.05 |       | Amendment to Rights  Agreement dated March 4, 2005 between Allos and Mellon Investor Services  LLC.                                                 |       | 8-K                           |       | 3/4/2005         |   | 4.06 |   |   |
|   4.06 |       | Amendment to Rights  Agreement dated January 29, 2007 between Allos and Mellon Investor  Services LLC.                                              |       | 8-K                           |       | 1/30/2007        |   | 4.1 |   |   |
| 10.01†      |       | Form of Amended  and Restated Indemnity Agreement between Allos and each of its directors and  officers.                                            |       | 8-K                           |       | 6/25/2007        |   | 10.01 |   |   |
| 10.02†      |       | 1995 Stock Option  Plan, as amended.                                                                                                                     |       | S-1                           |       | 1/26/2000        |   | 10.11 |   |   |
| 10.3†       |       | 2000 Stock Incentive  Compensation Plan, as amended.                                                                                                     |       | 8-K                           |       | 12/22/2005       |   | 10.1 |   |   |
| 10.3.1†     |       | Form of Incentive  Stock Option Letter Agreement under 2000 Stock Incentive Compensation Plan.                                                      |       | 8-K                           |       | 2/11/2005        |   | 99.1 |   |   |
| 10.3.2†     |       | Form of  Nonqualified Stock Option Letter Agreement under 2000 Stock Incentive  Compensation Plan.                                                  |       | 8-K                           |       | 2/11/2005        |   | 99.2 |   |   |
| 10.3.3†     |       | Form of  Nonqualified Stock Option Letter Agreement for Non-Employee Directors under  2000 Stock Incentive Compensation Plan.                       |       | 8-K                           |       | 2/24/2006        |   | 10.1 |   |   |
| 10.4†       |       | 2001 Employee Stock  Purchase Plan and form of Offering.                                                                                                 |       | 10-K                          |       | 3/7/2001         |   | 10.26 |   |   |
| 10.4.1†     |       | 2001 Employee Stock  Purchase Plan Offering (Series Beginning July 1, 2007).                                                                   |       | 8-K                           |       | 6/25/2007        |   | 10.12.1 |   |   |
| 10.5*            |       | Office Lease dated  April 4, 2001 between Allos and Catellus Development Corporation.                                                               |       | 10-Q                          |       | 8/14/2001        |   | 10.27 |   |   |
| 10.5.1*          |       | Amended and Restated  Second Amendment to Lease dated December 9, 2002 between Allos and  Catellus Development Corporation.                         |       | 10-K                          |       | 3/28/2003        |   | 10.27.1 |   |   |
| 10.5.2*          |       | Third Amendment to  Lease dated November 28, 2003 between Allos and Catellus Development  Corporation.                                              |       | 10-K                          |       | 3/5/2004         |   | 10.27.2 |   |   |
| 10.6†       |       | 2002 Broad Based  Equity Incentive Plan.                                                                                                                 |       | S-8                           |       | 1/16/2002        |   | 99.1 |   |   |
| 10.6.1†     |       | Form of Stock  Option Grant Notice under 2002 Broad Based Equity Incentive Plan.                                                                    |       | 10-K                          |       | 3/16/2005        |   | 10.14.1 |   |   |
| 10.6.2†     |       | Form of Stock  Option Agreement under 2002 Broad Based Equity Incentive Plan.                                                                       |       | 10-K                          |       | 3/16/2005        |   | 10.14.2 |   |   |
| 10.7             |       | Securities Purchase  Agreement dated March 2, 2005 between Allos and the Investors listed on  the signature pages thereto.                     |       | 8-K/A                         |       | 3/10/2005        |   | 10.41 |   |   |
| 10.8             |       | Registration Rights  Agreement dated March 4, 2005 between Allos and the Investors listed on  Schedule I thereto.                                   |       | 8-K/A                         |       | 3/10/2005        |   | 10.42 |   |   |
| 10.9             |       | Letter Agreement dated  March 4, 2005 among Allos, Warburg Pincus Private Equity VIII, L.P.,  Warburg Pincus & Co. and Warburg Pincus LLC. |       | 8-K                           |       | 3/4/2005         |   | 10.43 |   |   |
| 10.10†      |       | Separation Agreement  dated March 1, 2006 between Allos and Michael E. Hart.                                                                        |       | 8-K                           |       | 3/6/2006         |   | 10.1 |   |   |
| 10.10.1†    |       | First Amendment to  Separation Agreement dated March 9, 2006 between Allos and Michael E.  Hart.                                                    |       | 8-K                           |       | 3/14/2006        |   | 10.3 |   |   |

 

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|                  | ** ** | ** **                                                                                                                                                                                                                                                       | ** ** | **Incorporated by Reference** | ** ** | ** **       |
|------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------|------------|------------------|
| **Exhibit  No.** | ** ** | **Description**                                                                                                                                                                                                                                                  | ** ** | **Form**                      | ** ** | **Filing  Date** | ** ** | **Number** | ** ** | **Filed Herewith** |
| 10.10.2†    |       | Second Amendment to  Separation Agreement dated May 10, 2006 between Allos and Michael E.  Hart.                                                                                                                                                            |       | 8-K                           |       | 5/16/2006        |   | 10.1 |   |   |
| 10.11†      |       | Nonqualified Stock  Option Letter Agreement dated March 3, 2006 between Allos and Michael E.  Hart.                                                                                                                                                         |       | 8-K                           |       | 3/6/2006         |   | 10.2 |   |   |
| 10.12†      |       | Summary of  Compensation Arrangements for Non-Employee Directors.                                                                                                                                                                                                |       | 10-Q                          |       | 8/7/2007         |   | 10.32 |   |   |
| 10.13†      |       | Restricted Stock Award  Agreement dated March 9, 2006 between Allos and Paul L. Berns.                                                                                                                                                                      |       | 8-K                           |       | 3/14/2006        |   | 10.2 |   |   |
| 10.14†      |       | Consultant Agreement  effective May 10, 2006 between Allos and Michael E. Hart.                                                                                                                                                                             |       | 8-K                           |       | 5/16/2006        |   | 10.2 |   |   |
| 10.15†      |       | Consultant Agreement  effective May 10, 2006 between Allos and Marvin E. Jaffe, M.D.                                                                                                                                                                        |       | 8-K                           |       | 5/16/2006        |   | 10.3 |   |   |
| 10.16†      |       | 2006 Inducement Award  Plan, including forms of Stock Option Grant Notice with Stock Option  Agreement and Restricted Stock Grant Notice with Restricted Stock Grant  Agreement.                                                                                 |       | 8-K                           |       | 6/6/2006         |   | 10.1 |   |   |
| 10.17            |       | Letter agreement dated  January 28, 2007 among Allos, Baker Bros. Investments, L.P.,  Baker Bros. Investments II, L.P., Baker/Tisch Investments, L.P.,  Baker Biotech Fund I, L.P., 14159, L.P. and Baker Brothers Life  Sciences, L.P. |       | 8-K                           |       | 1/30/2007        |   | 10.1 |   |   |
| 10.18*           |       | License Agreement for  10-Propargyl-10-Deazaaminopterin “PDX” dated December 23, 2002 and  amended May 9, 2006 between Allos and SRI International, Sloan-Kettering  Institute for Cancer Research and Southern Research Institute.          |       | 10-Q                          |       | 8/7/2007         |   | 10.45 |   |   |
| 10.18.1*         |       | Second Amendment to  License Agreement for 10-Propargyl-10-Deazaaminopterin “PDX” dated  November 6, 2007 between Allos and SRI International, Sloan-Kettering  Institute for Cancer Research and Southern Research Institute.                    |       | 10-K                          |       | 12/31/07         |   | 10.18.1 |   |   |
| 10.19†      |       | Corporate Bonus Plan,  as amended and restated effective December 11, 2007.                                                                                                                                                                                 |       | 10-K                          |       | 12/31/07         |   | 10.19 |   |   |
| 10.20†      |       | Amended and Restated  Employment Agreement, effective December 13, 2007, between Allos and  Paul L. Berns.                                                                                                                                                  |       | 10-K                          |       | 12/31/07         |   | 10.20 |   |   |
| 10.21†      |       | Amended and Restated Employment  Agreement, effective December 13, 2007, between Allos and Pablo J.  Cagnoni, M.D.                                                                                                                                          |       | 10-K                          |       | 12/31/07         |   | 10.21 |   |   |
| 10.22†      |       | Amended and Restated  Employment Agreement, effective December 13, 2007, between Allos and  James V. Caruso.                                                                                                                                                |       | 10-K                          |       | 12/31/07         |   | 10.22 |   |   |
| 10.23†      |       | Amended and Restated  Employment Agreement, effective December 13, 2007, between Allos and  Marc H. Graboyes.                                                                                                                                               |       | 10-K                          |       | 12/31/07         |   | 10.23 |   |   |
| 10.24†      |       | Letter agreement,  effective January 22, 2008, between Allos and Bruce K. Bennett.                                                                                                                                                                          |       | 10-K                          |       | 12/31/07         |   | 10.24 |   |   |
| 10.25+           |       | License Agreement,  dated as of December 13, 2004, among Allos, The Regents of the  University of Colorado, the University of Salford and Cancer Research  Technology Limited.                                                                              |       |                          |       |             |   |   |   | X |
| 23.01(1)         |       | Consent of  PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                           |       |                          |       |             |   |   |   |   |
| 24.01(1)         |       | Power of Attorney.                                                                                                                                                                                                                                               |       |                          |       |             |   |   |   |   |
| 31.01            |       | Rule 13a-14(a)/15d-14(a) Certification.                                                                                                                                                                                                                |       |                          |       |             |   |   |   | X |
| 31.02            |       | Rule 13a-14(a)/15d-14(a) Certification.                                                                                                                                                                                                                |       |                          |       |             |   |   |   | X |
| 32.01(1)         |       | Section 1350  Certification.                                                                                                                                                                                                                                |       |                          |       |             |   |   |   |   |

 

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| † |   | Indicates  management contract or compensatory plan or arrangement required to be filed  as an exhibit pursuant to Item 15(b) of Form 10-K. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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Table of Contents

 
| *                                              |   | Indicates  confidential treatment has been granted with respect to specific portions of  this exhibit. Omitted portions have been filed with the Securities and  Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange  Act of 1934, as amended. |
|------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                           |   |                                                                                                                                                                                                                                                                  |
| +                                              |   | Indicates  confidential treatment has been requested with respect to portions of this  exhibit.  Omitted portions have been filed with the Securities and  Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange  Act of 1934, as amended.  |
|                                           |   |                                                                                                                                                                                                                                                                  |
| (1)Previously  filed with the Original Filing. |

 

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