EX-10.11



 Exhibit 10.11 
 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED. 
 AMENDMENT TO LICENSE AND
CO-DEVELOPMENT AGREEMENT 
 THIS AMENDMENT TO LICENSE AND CO-DEVELOPMENT AGREEMENT (the “Amendment”) is
made and entered into by and between MERCK KGaA, a corporation organized and existing under the laws of Germany and having a principal place of business at Frankfurter Strasse 250, 64293 Darmstadt, Germany (hereinafter referred to as
“Merck” or “Licensee”), and THRESHOLD PHARMACEUTICALS, a corporation organized and existing under the laws of California and having its principal office at 170 Harbor Way, Suite 300, South San Francisco, CA 94080,
USA (hereinafter referred to as “Threshold” or “Licensor”), effective December 2, 2013. Merck and Threshold may each be referred to herein individually as a “Party” and collectively as the
“Parties.” 
 RECITALS 
 WHEREAS, the Parties have entered into a License and Co-Development Agreement dated February 3, 2012 (the “Agreement”); and 

WHEREAS, the Parties desire to amend the Agreement as set forth herein. 

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
 AMENDMENT 
  

	 	1.	In the table of Milestone events contained in Section 6.3 of the Agreement, the second row milestone “[ * ]” is hereby replaced with the following:


 “Enrollment of the 620th patient in the United States Phase III Trial in STS (the
“Additional Milestone”)” 
  

	 	2.	Section 12.3 of the Agreement is hereby replaced by: 

 “Termination of the Agreement by Merck for Convenience. Without limiting Merck’s rights under Article 12.2, at any time during the Term, but only after (i) the [ * ] and the
[ * ] have occurred, and (ii) [ * ] has occurred, and Merck has paid the corresponding milestone payments and all fees and milestone payments previously accrued, Merck may, at its convenience, terminate this Agreement in its
entirety upon ninety (90) days’ prior written notice to Licensor.” 
  

	 	3.	Except as expressly set forth herein, the Agreement remains in full force and effect. 


[Signature Page Follows] 







 IN WITNESS WHEREOF, the Parties have
caused this Amendment to be executed and delivered by their respective duly authorized officers as of the day and year first above written, each copy of which shall for all purposes be deemed to be an original. 

									
			
	 THRESHOLD
	 		 	MERCK KGaA
					
	By:	 	 /s/ Harold E. Selick
	 		 	By:	 	 /s/ Axel F. Bengsch

					
	Name:	 	Harold E. Selick, Ph.D.	 		 	Name:	 	Dr. Axel F. Bengsch
					
	Title:	 	Chief Executive Officer	 		 	Title:	 	Director, Commercial Business Development, Merck- Serono
					
	Date:	 	12/17/2013	 		 	Date:	 	12/02/2013
					
		 		 		 	By:	 	 /s/ Simone Heitz

					
		 		 		 	Name:	 	Dr. Simone Heitz
					
		 		 		 	Title:	 	Associate General Counsel
					
		 		 		 	Date:	 	12/03/2013

 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.