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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark one)



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission File Number: 000-30347





CURIS, INC.

(Exact Name of Registrant as Specified in Its Charter)







|                                                               |  |                                    
|-------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                       |  | 04-3505116                         
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. EmployerIdentification No.)



|                                           |  |           
|------------------------------------------ |  | ----------
|45 Moulton Street Cambridge, Massachusetts |  | 02138     
|(Address of Principal Executive Offices)   |  | (Zip Code)

Registrants Telephone Number, Including Area Code: (617) 503-6500





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period 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 whether the registrant has submitted electronically and posted on its corporate web site, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ̈  Yes     ̈  No

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



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

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

As of April 28, 2009, there were 63,653,698 shares of the registrants common stock outstanding.









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CURIS, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

INDEX



|          |  |                                                                                                                 |  |   
|--------- |  | --------------------------------------------------------------------------------------------------------------- |  | --
|          |  | PageNumber                                                                                                     
|PART I.   |  | FINANCIAL INFORMATION                                                                                           |  |   
|          |  |                                                                                                                
|Item 1.   |  | Unaudited Financial Statements                                                                                  |  |   
|          |  |                                                                                                                
|          |  | Condensed Consolidated Balance Sheets as of March 31, 2009 and December 31, 2008                                |  | 3 
|          |  |                                                                                                                
|          |  | Consolidated Statements of Operations and Comprehensive Loss for the Three Months ended March 31, 2009 and 2008 |  | 4 
|          |  |                                                                                                                
|          |  | Consolidated Statements of Cash Flows for the Three Months ended March 31, 2009 and 2008                        |  | 5 
|          |  |                                                                                                                
|          |  | Notes to Condensed Consolidated Financial Statements                                                            |  | 6 
|          |  |                                                                                                                
|Item 2.   |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                           |  | 12
|          |  |                                                                                                                
|Item 3.   |  | Quantitative and Qualitative Disclosures About Market Risk                                                      |  | 20
|          |  |                                                                                                                
|Item 4.   |  | Controls and Procedures                                                                                         |  | 20
|          |  |                                                                                                                
|PART II.  |  | OTHER INFORMATION                                                                                               |  |   
|          |  |                                                                                                                
|Item 1A.  |  | Risk Factors                                                                                                    |  | 21
|          |  |                                                                                                                
|Item 6.   |  | Exhibits                                                                                                        |  | 37
|          | 
|SIGNATURE |  | 38                                                                                                             



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PART IFINANCIAL INFORMATION



|Item 1. | FINANCIAL STATEMENTS
|------- | --------------------

CURIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)



|                                                                                                                                                                |  |               |              |   |                  |   |              |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------------ | - | ---------------- | - | ------------ | -
|                                                                                                                                                                |  | March 31,2009 |              |   | December 31,2008 |  
|ASSETS                                                                                                                                                          |  |               |              |   |                  |   |              |  
|Current Assets:                                                                                                                                                 |  |               |              |   |                  |   |              |  
|Cash and cash equivalents                                                                                                                                       |  | $             | 9,790,497    |   |                  | $ | 10,158,795   |  
|Marketable securities                                                                                                                                           |  |               | 20,212,139   |   |                  |   | 18,694,200   |  
|Accounts receivable                                                                                                                                             |  |               | 37,127       |   |                  |   | 107,341      |  
|Prepaid expenses and other current assets                                                                                                                       |  |               | 482,600      |   |                  |   | 373,373      |  
|                                                                                                                                                                |  |               |              |   |                  |   |              |  
|Total current assets                                                                                                                                            |  |               | 30,522,363   |   |                  |   | 29,333,709   |  
|                                                                                                                                                                |  |               |              |   |                  |   |              |  
|Property and equipment, net                                                                                                                                     |  |               | 1,264,479    |   |                  |   | 1,448,176    |  
|Long-term investmentrestricted                                                                                                                                 |  |               | 210,007      |   |                  |   | 210,007      |  
|Goodwill                                                                                                                                                        |  |               | 8,982,000    |   |                  |   | 8,982,000    |  
|Other assets                                                                                                                                                    |  |               | 7,980        |   |                  |   | 7,980        |  
|                                                                                                                                                                |  |               |              |   |                  |   |              |  
|                                                                                                                                                                |  | $             | 40,986,829   |   |                  | $ | 39,981,872   |  
|                                                                                                                                                                |  |               |              |   |                  |   |              |  
|                                                                                                                                                                |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                            |  |               |              |   |                  |   |              |  
|Current Liabilities:                                                                                                                                            |  |               |              |   |                  |   |              |  
|Accounts payable                                                                                                                                                |  | $             | 1,275,119    |   |                  | $ | 1,961,439    |  
|Accrued liabilities                                                                                                                                             |  |               | 677,993      |   |                  |   | 624,462      |  
|                                                                                                                                                                |  |               |              |   |                  |   |              |  
|Total current liabilities                                                                                                                                       |  |               | 1,953,112    |   |                  |   | 2,585,901    |  
|Other long-term liabilities                                                                                                                                     |  |               | 128,531      |   |                  |   | 171,375      |  
|                                                                                                                                                                |  |               |              |   |                  |   |              |  
|Total liabilities                                                                                                                                               |  |               | 2,081,643    |   |                  |   | 2,757,276    |  
|                                                                                                                                                                |  |               |              |   |                  |   |              |  
|Commitments                                                                                                                                                     |  |               |              |   |                  |   |              |  
|Stockholders Equity:                                                                                                                                           |  |               |              |   |                  |   |              |  
|Common stock, $0.01 par value125,000,000 shares authorized; 64,701,405 and 63,653,698 shares issued and outstanding at March 31,
2009 and at December 31, 2008 |  |               | 647,014      |   |                  |   | 647,014      |  
|Additional paid-in capital                                                                                                                                      |  |               | 745,966,031  |   |                  |   | 745,360,736  |  
|Treasury stock (at cost, 1,047,707 shares)                                                                                                                      |  |               | (891,274     | ) |                  |   | (891,274     | )
|Deferred compensation                                                                                                                                           |  |               | (18,607      | ) |                  |   | (12,550      | )
|Accumulated deficit                                                                                                                                             |  |               | (706,845,777 | ) |                  |   | (707,970,836 | )
|Accumulated other comprehensive income                                                                                                                          |  |               | 47,799       |   |                  |   | 91,506       |  
|                                                                                                                                                                |  |               |              |   |                  |   |              |  
|Total stockholders equity                                                                                                                                      |  |               | 38,905,186   |   |                  |   | 37,224,596   |  
|                                                                                                                                                                |  |               |              |   |                  |   |              |  
|                                                                                                                                                                |  | $             | 40,986,829   |   |                  | $ | 39,981,872   |  
|                                                                                                                                                                |  |               |              |   |                  |   |              |  

The accompanying notes are an integral part of these consolidated financial statements.



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CURIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)



|                                                       |  |                              |            |   |      |   |            |  
|------------------------------------------------------ |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                       |  | Three Months Ended March 31, |           
|                                                       |  | 2009                         |            |   | 2008 |  
|REVENUES:                                              |  |                              |            |   |      |   |            |  
|Research and development contracts                     |  | $                            | 37,127     |   |      | $ | 215,065    |  
|License fees                                           |  |                              | 6,000,000  |   |      |   | 1,852,518  |  
|                                                       |  |                              |            |   |      |   |            |  
|Total Revenues                                         |  |                              | 6,037,127  |   |      |   | 2,067,583  |  
|                                                       |  |                              |            |   |      |   |            |  
|COSTS AND EXPENSES:                                    |  |                              |            |   |      |   |            |  
|Research and development                               |  |                              | 2,916,059  |   |      |   | 3,475,812  |  
|General and administrative                             |  |                              | 2,095,074  |   |      |   | 2,415,494  |  
|                                                       |  |                              |            |   |      |   |            |  
|Total costs and expenses                               |  |                              | 5,011,133  |   |      |   | 5,891,306  |  
|                                                       |  |                              |            |   |      |   |            |  
|Income (loss) from operations                          |  |                              | 1,025,994  |   |      |   | (3,823,723 | )
|                                                       |  |                              |            |   |      |   |            |  
|OTHER INCOME (EXPENSE):                                |  |                              |            |   |      |   |            |  
|Interest income                                        |  |                              | 99,065     |   |      |   | 390,735    |  
|Other income                                           |  |                              |           |   |      |   | 6,131      |  
|Interest expense                                       |  |                              |           |   |      |   | (3,810     | )
|                                                       |  |                              |            |   |      |   |            |  
|Total other income, net                                |  |                              | 99,065     |   |      |   | 393,056    |  
|                                                       |  |                              |            |   |      |   |            |  
|Net income (loss)                                      |  | $                            | 1,125,059  |   |      | $ | (3,430,667 | )
|                                                       |  |                              |            |   |      |   |            |  
|Net income (loss) per common share (basic and diluted) |  | $                            | 0.02       |   |      | $ | (0.05      | )
|                                                       |  |                              |            |   |      |   |            |  
|Basic weighted average common shares                   |  |                              | 63,595,755 |   |      |   | 63,245,538 |  
|Diluted weighted average common shares                 |  |                              | 68,455,453 |   |      |   | 63,245,538 |  
|                                                       |  |                              |            |   |      |   |            |  
|Net income (loss)                                      |  | $                            | 1,125,059  |   |      | $ | (3,430,667 | )
|Unrealized (loss) gain on marketable securities        |  |                              | (43,707    | ) |      |   | 24,007     |  
|                                                       |  |                              |            |   |      |   |            |  
|Comprehensive gain (loss)                              |  | $                            | 1,081,352  |   |      | $ | (3,406,660 | )
|                                                       |  |                              |            |   |      |   |            |  

See accompanying notes to unaudited condensed consolidated financial statements.



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CURIS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                                   |  |                              |             |   |      |   |            |  
|-------------------------------------------------------------------------------------------------- |  | ---------------------------- | ----------- | - | ---- | - | ---------- | -
|                                                                                                   |  | Three Months Ended March 31, |            
|                                                                                                   |  | 2009                         |             |   | 2008 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                              |  |                              |             |   |      |   |            |  
|Net income (loss)                                                                                  |  | $                            | 1,125,059   |   |      | $ | (3,430,667 | )
|                                                                                                   |  |                              |             |   |      |   |            |  
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities- |  |                              |             |   |      |   |            |  
|Depreciation and amortization                                                                      |  |                              | 191,168     |   |      |   | 256,091    |  
|Stock-based compensation expense                                                                   |  |                              | 599,238     |   |      |   | 752,304    |  
|Changes in operating assets and liabilities:                                                       |  |                              |             |   |      |   |            |  
|Accounts receivable                                                                                |  |                              | 70,214      |   |      |   | 9,335      |  
|Prepaid expenses and other assets                                                                  |  |                              | (109,227    | ) |      |   | (66,047    | )
|Accounts payable and accrued liabilities                                                           |  |                              | (675,633    | ) |      |   | (1,645,248 | )
|Deferred revenue                                                                                   |  |                              |            |   |      |   | (1,852,518 | )
|                                                                                                   |  |                              |             |   |      |   |            |  
|Total adjustments                                                                                  |  |                              | 75,760      |   |      |   | (2,546,083 | )
|                                                                                                   |  |                              |             |   |      |   |            |  
|Net cash provided by (used in) operating activities                                                |  |                              | 1,200,819   |   |      |   | (5,976,750 | )
|                                                                                                   |  |                              |             |   |      |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                              |  |                              |             |   |      |   |            |  
|Purchase of marketable securities                                                                  |  |                              | (12,242,875 | ) |      |   | (5,004,484 | )
|Sale of marketable securities                                                                      |  |                              | 10,681,229  |   |      |   | 10,100,860 |  
|Purchases of property and equipment                                                                |  |                              | (7,471      | ) |      |   | (34,153    | )
|                                                                                                   |  |                              |             |   |      |   |            |  
|Net cash provided by (used in) investing activities                                                |  |                              | (1,569,117  | ) |      |   | 5,062,223  |  
|                                                                                                   |  |                              |             |   |      |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                              |  |                              |             |   |      |   |            |  
|Proceeds from issuance of common stock                                                             |  |                              |            |   |      |   | 67,700     |  
|Repayments of obligations under notes payable                                                      |  |                              |            |   |      |   | (308,333   | )
|                                                                                                   |  |                              |             |   |      |   |            |  
|Net cash used in financing activities                                                              |  |                              |            |   |      |   | (240,633   | )
|                                                                                                   |  |                              |             |   |      |   |            |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                          |  |                              | (368,298    | ) |      |   | (1,155,160 | )
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                     |  |                              | 10,158,795  |   |      |   | 17,396,599 |  
|                                                                                                   |  |                              |             |   |      |   |            |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                           |  | $                            | 9,790,497   |   |      | $ | 16,241,439 |  
|                                                                                                   |  |                              |             |   |      |   |            |  

See accompanying notes to unaudited condensed consolidated financial statements.



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CURIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



|1. | Nature of Business
|-- | ------------------

Curis,
Inc. (the Company or Curis) is a drug discovery and development company that is committed to leveraging its innovative signaling pathway drug technologies in seeking to develop next generation targeted cancer therapies. In
expanding the Companys drug development efforts with respect to these targeted cancer programs, Curis is building upon its past experiences in targeting signaling pathways, including the Hedgehog pathway. Curis seeks to conduct research
programs both internally and through strategic collaborations.

The Company operates in a single reportable segment, which
is the research and development of innovative cancer therapeutics. The Company expects that any successful products would be used in the health care industry and would be regulated in the United States by the U.S. Food and Drug Administration, or
FDA, and in overseas markets by similar regulatory agencies.

The Company is subject to risks common to companies in the
biotechnology industry including, but not limited to, development by its competitors of new or better technological innovations, dependence on key personnel, its ability to protect proprietary technology, its ability to successfully advance
discovery and preclinical stage drug candidates in its internally funded programs, unproven technologies and drug development approaches, reliance on corporate collaborators and licensors to successfully research, develop and commercialize products
based on the Companys technologies, its ability to comply with FDA government regulations and approval requirements as well as its ability to execute on its business strategies and obtain adequate financing to fund its operations through
corporate collaborations, sales of equity or otherwise.

The Companys future operating results will largely depend on
the magnitude of payments from its current and potential future corporate collaborators and the progress of drug candidates currently in its research and development pipeline. The results of the Companys operations will vary significantly from
year to year and quarter to quarter and depend on, among other factors, the timing of its entry into new collaborations, if any, the timing of the receipt of payments from new or existing collaborators and the cost and outcome of any preclinical
development or clinical trials then being conducted. The Company anticipates that existing capital resources at March 31, 2009 should enable it to maintain current and planned operations into the second half of 2010. The Companys ability
to continue funding its planned operations is dependent upon, among other things, the success of its collaborations with Genentech, its ability to control the cash burn rate and its ability to raise additional funds through equity, debt, entry into
new collaborations or other sources of financing.



|2. | Basis of Presentation
|-- | ---------------------

The
accompanying consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. These statements, however, are condensed and do not include all disclosures required
by accounting principles generally accepted in the United States of America for complete financial statements and should be read in conjunction with the Companys Annual Report on Form 10-K for the year ended December 31, 2008, as filed
with the Securities and Exchange Commission on February 26, 2009.

In the opinion of the Company, the unaudited
financial statements contain all adjustments (all of which were considered normal and recurring) necessary to present fairly the Companys financial position at March 31, 2009 and the results of operations and cash flows for the
three-month periods ended March 31, 2009 and 2008. The preparation of the Companys consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and
assumptions that affect the reported amounts and disclosure in the financial statements. Such estimates include revenue recognition, the collectability of receivables, the carrying value of property and equipment and intangible assets, and the value
of certain investments and liabilities. Actual results may differ from such estimates.

These interim results are not
necessarily indicative of results to be expected for a full year or subsequent interim periods.



|3. | Revenue Recognition
|-- | -------------------

The
Companys business strategy includes entering into collaborative license and development agreements with biotechnology and pharmaceutical companies for the development and commercialization of the Companys product



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candidates. The terms of the agreements typically include non-refundable license fees, funding of research and development, contingent cash payments based
upon achievement of clinical development and regulatory objectives and royalties on product sales. The Company follows the provisions of the Securities and Exchange Commissions Staff Accounting Bulletin (SAB) No. 104 (SAB No. 104),
Revenue Recognition, Emerging Issues Task Force (EITF) Issue No. 00-21 (EITF 00-21), Accounting for Revenue Arrangements with Multiple Deliverables, EITF Issue No. 99-19 (EITF 99-19), Reporting Revenue Gross as a Principal
Versus Net as an Agent,and EITF Issue No. 01-9 (EITF 01-9), Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendors Products). For a complete discussion of the Companys revenue
recognition policy, see Note 2(c) included in its annual report on Form 10-K, as previously filed with the Securities and Exchange Commission on February 26, 2009.

Amounts received prior to satisfying the above revenue recognition criteria are recorded as deferred revenue in the accompanying
consolidated balance sheets. Amounts not expected to be recognized during the twelve-month period ended March 31, 2009 are classified as long-term deferred revenue. As of March 31, 2009 and December 31, 2008, the Company had no
deferred revenue related to its collaborations.



|4. | Genentech, Inc. Hedgehog Pathway Inhibitor Collaboration
|-- | --------------------------------------------------------

In the first quarter of 2009, the Company received a payment of $6,000,000 from Genentech under the parties June 2003 Hedgehog pathway inhibitor collaboration upon Genentechs initiation of a pivotal Phase
II clinical trial of GDC-0449, an orally-administered small molecule Hedgehog pathway inhibitor, as a single-agent therapy for patients with metastatic or locally advanced basal cell carcinoma. GDC-0449 is the lead drug candidate in development
under this collaboration. The Company has recorded this amount as revenue within License Fees in the Revenues section of its Consolidated Statement of Operations for the three months ended March 31, 2009 because the Company has no
ongoing material performance obligations under the collaboration.



|5. | Fair Value Measurements
|-- | -----------------------

On
January 1, 2008, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, (SFAS No. 157) for its financial assets and liabilities. The adoption of SFAS No. 157 has not had a
material impact on the Companys financial position or results of operations. As permitted by FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, the Company elected to defer the adoption of SFAS
No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis.

SFAS No. 157 provides a framework for measuring fair value under U.S. GAAP and requires expanded disclosures regarding fair value
measurements. SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to
transact.



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 |  | Quoted prices in active markets for identical assets or liabilities. The Companys Level 1 assets include cash equivalents, investments in marketable securities, and a long-term
restricted investment. As of March 31, 2009, the Company held cash equivalents and marketable securities of $7,494,000 and $20,136,000, respectively. The Companys marketable securities are investments with expected maturities of greater
than three months, but less than twelve months, and consist of commercial paper, corporate debt securities, and government obligations. These amounts are invested directly in commercial paper of financial institutions and corporations with A-/Aa3 or
better long-term ratings and A-1/P-1 short term debt ratings, U.S. Treasury securities, U.S. Treasury money market funds and interest bearing bank accounts.
|        | 
|        |  | The long-term restricted investment of $210,000 as of March 31, 2009 was solely comprised of a certificate of deposit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 
|Level 2 |  | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can
be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company has no Level 2 assets or liabilities at March 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



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|        |  |                                                                                                                                                                                                                             
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|Level 3 |  | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no material Level 3 assets or
liabilities at March 31, 2009.



|6. | Accrued Liabilities
|-- | -------------------

Accrued liabilities consist of the following:



|                       |  |               |         |                  |   |        
|---------------------- |  | ------------- | ------- | ---------------- | - | -------
|                       |  | March 31,2009 |         | December 31,2008
|Accrued compensation   |  | $             | 225,000 |                  | $ | 111,000
|Professional fees      |  |               | 111,000 |                  |   | 137,000
|Facility-related costs |  |               | 234,000 |                  |   | 262,000
|Other                  |  |               | 108,000 |                  |   | 114,000
|                       |  |               |         |                  |   |        
|Total                  |  | $             | 678,000 |                  | $ | 624,000
|                       |  |               |         |                  |   |        



|7. | Accounting for Stock-Based Compensation
|-- | ---------------------------------------

As of March 31, 2009, the Company had three shareholder-approved, share-based compensation plans: the 2000 Stock Incentive Plan (the 2000 Plan), the 2000 Director Stock Option Plan (the 2000 Director Plan) and
the 2000 Employee Stock Purchase Plan (the ESPP). For a complete discussion of the Companys share-based compensation plans, see Note 5 included in the Companys Annual Report on Form 10-K for the year ended December 31, 2008, as
previously filed with the Securities and Exchange Commission on February 26, 2009.

During the quarter ended
March 31, 2009, the Companys board of directors granted options to purchase 1,010,000 shares of the Companys common stock to officers and employees of the Company under the 2000 Plan. These options vest over a four-year period and
bear exercise prices that are equal to the closing market price of the Companys common stock on the NASDAQ Global Market on the grant date.

During the quarter ended March 31, 2009, the Companys board of directors also granted options to its non-employee directors to purchase 175,000 shares of common stock under the 2000 Plan and options to
purchase 45,000 shares of common stock under the 2000 Director Plan. All of these options were fully vested on the February 5, 2009 grant date and bear exercise prices that are equal to the closing market price of the Companys common
stock on the NASDAQ Global Market on this date of grant.

Employee and Director Grants

The Company recorded a total of $539,000 and $711,000 in compensation expense for the quarters ended March 31, 2009 and 2008,
respectively, related to the employee and director stock option grants. In determining the fair value of stock options, the Company generally uses the Black-Scholes option pricing model when applying the provisions of Statement of Financial
Accounting Standards 123(R), Share-Based Payment (SFAS 123(R)). The Company calculated the Black-Scholes value of employee options awarded during the quarters ended March 31, 2009 and 2008 based on the assumptions noted in the
following table:



|                                  |  |                             |  |           
|--------------------------------- |  | --------------------------- |  | ----------
|                                  |  | Three Months EndedMarch 31,
|                                  |  | 2009                        |  | 2008      
|Expected life (years) - employees |  | 6                           |  | 6         
|Expected life (years) - directors |  | 6                           |  | 7         
|Risk-free interest rate           |  | 2.1-2.3%                    |  | 2.97-3.2% 
|Volatility                        |  | 82%                         |  | 90.4-93.4%
|Dividends                         |  | None                        |  | None      

The stock price volatility and expected terms utilized in the calculation involve
managements best estimates at that time, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, accordingly, the expense that is to be recognized over the life of the option. In determining the
expense recorded in the Companys Consolidated Statements of Operations, the Company has applied an estimated forfeiture rate to the remaining unvested awards based on historical experience, as adjusted. This estimate is evaluated quarterly and
the forfeiture rate is adjusted as necessary. If the actual number of forfeitures differs from managements estimates, additional adjustments to compensation expense may be required in future periods.



8



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The aggregate intrinsic value of employee options outstanding at March 31, 2009 was
$797,000, of which $252,000 related to exercisable options. The weighted average grant-date fair values of stock options granted during the quarters ended March 31, 2009 and 2008 were $0.76 and $1.09, respectively. As of March 31, 2009,
there was approximately $3,198,000, net of the impact of estimated forfeitures, of unrecognized compensation cost related to unvested employee stock option awards outstanding under the 2000 Plan and 2000 Director Plan that is expected to be
recognized as expense over a weighted average period of 2.93 years. The intrinsic values of employee stock options exercised during the quarter ended March 31, 2008 was $34,000. No stock options were exercised during the quarter ended
March 31, 2009. The total fair values of vested stock options for the quarters ended March 31, 2009 and 2008 were $716,000 and $543,000, respectively.

The Company recorded a total of $17,000 and $13,000 in compensation expense for the quarters ended March 31, 2009 and 2008,
respectively, related to the ESPP. The Company calculated the fair value of shares expected to be purchased under the ESPP using the Black-Scholes model with the following assumptions:



|                        |  |                                     |  |         
|----------------------- |  | ----------------------------------- |  | --------
|                        |  | For the three monthsended March 31,
|                        |  | 2009                                |  | 2008    
|Expected term           |  | 6 months                            |  | 6 months
|Risk-free interest rate |  | 0%                                  |  | 3.28%   
|Volatility              |  | 85.5%                               |  | 63.5%   
|Dividends               |  | None                                |  | None    

The Company also recorded $15,000 in compensation expense for the quarter ended
March 31, 2009, related to a restricted stock award that was issued in October 2008 and which is vesting over a one-year period ending in October 2009. The Company did not incur compensation expense related to restricted stock awards in the first
quarter of 2008.

Stock-based compensation for employees, including expense related to the ESPP, for the three months ended
March 31, 2009 and 2008 was calculated using the above assumptions and has been included in the Companys results of operations. No income tax benefit has been recorded as the Company has recorded a full valuation allowance and management
has concluded that it is not probable that the net deferred tax asset will be realized.

Non-Employee Grants

The Company has historically granted stock options to consultants for services. These options were issued at or above their fair market
value on the date of grant and have various vesting dates from date of grant, ranging from 3.5 months to 4 years. Should the Company or the consultants terminate the consulting agreements, any unvested options will be cancelled. Options issued to
non-employees are marked-to-market until they vest, which means that as the Companys stock price fluctuates, the related expense either increases or decreases. The Company recognized expense of $28,000 related to non-employee stock options for
each of the quarters ended March 31, 2009 and 2008. As of March 31, 2009, the Company had recorded $19,000 in deferred compensation related to unvested non-employee options.

Total Stock-Based Compensation Expense

For the three months ended March 31, 2009 and 2008, the Company recorded employee and non-employee stock-based compensation expense to the following line items in its Costs and Expenses section of the
Consolidated Statements of Operations and Comprehensive Loss:



|                                       |  |                                     |         |      |   |        
|-------------------------------------- |  | ----------------------------------- | ------- | ---- | - | -------
|                                       |  | For the three monthsended March 31,
|                                       |  | 2009                                |         | 2008
|Research and development expenses      |  | $                                   | 177,000 |      | $ | 227,000
|General and administrative expenses    |  |                                     | 422,000 |      |   | 525,000
|                                       |  |                                     |         |      |   |        
|Total stock-based compensation expense |  | $                                   | 599,000 |      | $ | 752,000
|                                       |  |                                     |         |      |   |        



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The table below summarizes options outstanding and exercisable under the 2000 Plan and
the 2000 Director Plan at March 31, 2009:



|                     |  |                     |  |                                                    |  |                                        |       |                 |           |                                        |   |      
|-------------------- |  | ------------------- |  | -------------------------------------------------- |  | -------------------------------------- | ----- | --------------- | --------- | -------------------------------------- | - | -----
|                     |  | Options Outstanding |  | Options Exercisable                               
|Exercise Price Range |  | Number ofShares     |  | WeightedAverageRemainingContractualLife (in years) |  | WeightedAverageExercise Priceper Share |       | Number ofShares |           | WeightedAverageExercise Priceper Share
|$ 0.56 - $ 1.09      |  | 2,030,844           |  | 8.82                                               |  | $                                      | 1.00  |                 | 653,113   |                                        | $ | 1.00 
|1.20 - 1.39          |  | 2,280,875           |  | 8.07                                               |  |                                        | 1.38  |                 | 998,965   |                                        |   | 1.38 
|1.43 - 1.57          |  | 2,852,907           |  | 6.91                                               |  |                                        | 1.50  |                 | 1,865,782 |                                        |   | 1.52 
|1.67 - 3.85          |  | 2,320,671           |  | 3.96                                               |  |                                        | 2.83  |                 | 2,280,233 |                                        |   | 2.85 
|3.90 - 14.50         |  | 1,973,627           |  | 4.50                                               |  |                                        | 5.94  |                 | 1,916,497 |                                        |   | 6.00 
|15.19 - 29.26        |  | 37,564              |  | 1.46                                               |  |                                        | 17.43 |                 | 37,564    |                                        |   | 17.43
|                     |  |                     |  |                                                    |  |                                        |       |                 |           |                                        |   |      
|                     |  | 11,496,488          |  | 6.45                                               |  | $                                      | 2.47  |                 | 7,752,154 |                                        | $ | 3.03 
|                     |  |                     |  |                                                    |  |                                        |       |                 |           |                                        |   |      



|8. | Income (Loss) Per Common Share
|-- | ------------------------------

The Company applies SFAS No. 128, Earnings per Share, which establishes standards for computing and presenting earnings per share. Basic income (loss) per common share is computed using the weighted-average number of shares
outstanding during the period. Diluted income per common share is computed using the weighted-average number of shares outstanding during the period plus the incremental shares outstanding assuming the exercise of dilutive stock options, restricted
stock and outstanding warrants.

The following summarizes the effect of dilutive securities on diluted income per common
share for the three months ended March 31, 2009:



|                                             |  |           
|-------------------------------------------- |  | ----------
|Weighted average shares for basic EPS        |  | 63,595,755
|                                             | 
|Stock options and shares issuable under ESPP |  | 42,689    
|Restricted stock awards                      |  | 46,150    
|Warrants outstanding                         |  | 4,770,859 
|                                             |  |           
|Subtotal: total dilutive securities          |  | 4,859,698 
|                                             |  |           
|Weighted average shares for diluted EPS      |  | 68,455,453
|                                             |  |           

The weighted-average diluted shares outstanding for the quarter ended
March 31, 2009 excludes the dilutive effect of approximately 11,467,928 stock options and 551,502 warrants since such options and warrants have an exercise price in excess of the average market value of the Companys common stock during
the respective period.

Diluted net loss per common share was the same as basic net loss per common share for the quarter
ended March 31, 2008, as the effect of the potential common stock equivalents was antidilutive due to the Companys net loss position for the period. Antidilutive securities consist of stock options, warrants and shares issuable under the
Companys 2000 Employee Stock Purchase Plan; all of which are weighted based on the number of days outstanding during the respective reporting period. Antidilutive securities as of March 31, 2008 were as follows.



|                                           |  |           
|------------------------------------------ |  | ----------
|Weighted average stock options outstanding |  | 9,637,151 
|Weighted average warrants outstanding      |  | 6,399,271 
|Shares issuable under ESPP                 |  | 13,319    
|                                           |  |           
|Total antidilutive securities excluded     |  | 16,049,741
|                                           |  |           



|9. | Related Party Transactions
|-- | --------------------------

Under its September 14, 2006 scientific advisory and consulting agreement with Joseph M. Davie, Ph.D., M.D., a member of the Companys Board of Directors, the Company incurred $6,000 in related consulting expenses in its



10



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consolidated statement of operations for each of the three-month periods ended March 31, 2009 and 2008, respectively. The September 2006 consulting
agreement extends through September 2011, unless terminated earlier in accordance with its terms.



11



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|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

The following discussion of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial
statements and the related notes appearing elsewhere in this report.

Overview

We are a drug discovery and development company that is committed to leveraging our innovative signaling pathway drug technologies in seeking to develop
next generation targeted cancer therapies. In expanding our drug development efforts with respect to these targeted cancer programs, we are building upon our past experience in targeting signaling pathways, including the Hedgehog pathway. We seek to
conduct research programs both internally and through strategic collaborations.

Our most advanced program is a first-in-class orally
administered Hedgehog pathway inhibitor program for which our collaborator Genentech is conducting clinical trials on the lead molecule, GDC-0449, including a pivotal Phase II clinical trial in advanced basal cell carcinoma patients as well as Phase
II clinical trials in first-line metastatic colorectal cancer and in advanced ovarian cancer patients. The initiation of these Phase II clinical trials has provided us with an important source of financing, resulting in cash payments totaling
$12,000,000, including $6,000,000 that we received in the first quarter of 2009 following Genentechs initiation of the pivotal Phase II trial. We had previously received an additional $6,000,000 for GDC-0449s achievement of earlier
clinical development objectives, bringing the aggregate amount of such payments to $18,000,000.

We believe that the advanced basal cell
carcinoma indication represents a potential fast-to-market opportunity for GDC-0449. Genentech has indicated that it has designed the Phase II trial so that the data, if positive, may serve as the basis for a New Drug Application (NDA) by Genentech.
Genentech has also stated that, assuming a positive outcome from this trial and from a subsequent FDA review, GDC-0449 for the treatment of advanced basal cell carcinoma could be launched in the U.S. market in late 2011. We are eligible for
additional regulatory milestones and royalties on Genentechs net sales of GDC-04499.

Genentech also stated during the first quarter
of 2009 that the Phase II data for the colorectal and advanced ovarian cancer trials could be available in late 2010. Genentech further indicated that if the results of these trials are positive, that such results would result in the potential
expansion into additional cancers including small cell lung, pancreatic, prostate, multiple myeoloma, non-small cell lung cancer and glioma, among others.

In addition to the three clinical trials that Genentech is conducting directly, a Phase I clinical trial to treat medulloblastoma patients was initiated by a third-party investigator under a Cooperative Research and
Development Agreement (CRADA) between Genentech and the National Cancer Institute (NCI). We anticipate that additional clinical trials will be initiated in the future including Phase II clinical trials in small cell lung and pancreatic cancers,
among others. The initiation of trials conducted under the CRADA does not result in cash payments to us. We believe, however, that such trials are important to the overall development of GDC-0449 since they may provide a greater opportunity to
generate additional data in tumor types other than those currently under investigation by Genentech.

Our internal drug development efforts
are focused on our proprietary targeted cancer programs. These targeted cancer programs primarily consist of several proprietary drug programs that target multiple signaling pathways. We believe that this approach of targeting multiple nodes in
various signaling pathway networks may provide for a better therapeutic effect than many of the targeted cancer drugs currently marketed or in development. Our lead candidate from these programs is CUDC-101, a small molecule that is currently in
Phase I clinical testing and is designed to target histone deacetylase (HDAC), epidermal growth factor receptor (EGFR) and human epidermal growth factor receptor 2 (Her2). In addition, we expect to file an Investigational New Drug Application (IND)
for CUDC-305, a Heat Shock Protein 90 (Hsp90) inhibitor, in mid-2009 and provided that we have adequate capital resources, begin clinical testing on this candidate shortly thereafter.

Since our inception, we have funded our operations primarily through license fees, contingent cash payments, research and development funding from our
strategic collaborators, the private and public placement of our equity securities and debt financings and the monetization of certain royalty rights. We have never been profitable and have incurred an accumulated deficit of $706,846,000 as of
March 31, 2009. We expect to incur significant operating losses for the next several years as we devote substantially all of our resources to our research and development programs. We will need to generate significant revenues to achieve
profitability and do not expect to achieve profitability in the foreseeable future, if at all. We believe that near term key drivers to our success will include:



| |  |  | Genentechs ability to continue to successfully advance its clinical trials for GDC-0449;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | our ability to successfully enter into a material license or collaboration agreement for CUDC-305 and/or CUDC-101;
| | - |  | ------------------------------------------------------------------------------------------------------------------



12



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| |  |  | our ability to continue to successfully enroll and treat patients in our phase I clinical trial for CUDC-101 and achieve the primary and secondary endpoints of the
trial;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to successfully advance CUDC-305 through preclinical IND-enabling studies and file an IND application for this compound in 2009; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to advance the preclinical development of other small molecule cancer drug candidates that we are developing under our proprietary pipeline of targeted
cancer programs.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In the longer term, a key driver to our success will be our ability, and the ability of any current or
future collaborator or licensee, to successfully commercialize drugs based upon our proprietary technologies.

Our Research and
Development Programs under Collaboration

We are currently a party to a June 2003 collaboration with Genentech relating to our Hedgehog
pathway inhibitor technologies and to an April 2005 collaboration with Genentech relating to the Wnt signaling pathway. Our past and current collaborations have generally provided for research, development and commercialization programs to be wholly
or majority funded by our collaborators and provide us with the opportunity to receive additional contingent cash payments principally if specified development and regulatory approval objectives are achieved, as well as royalty payments upon the
successful commercialization of any products based upon the collaborations. We are currently not receiving any research funding and we do not expect to receive such funding in the future from our current collaborator, Genentech. We currently expect
to incur only nominal research and development costs under these collaborations related to the maintenance of licenses. In addition, as a result of our licensing agreements with various universities, we are obligated to make payments to these
university licensors when we receive certain payments from Genentech, such as payments for the achievement of contractually defined clinical development and regulatory objectives and royalties on product sales, should they occur. For the quarter
ended March 31, 2009, we have incurred an aggregate of $300,000 in expenses related to such payments. We also expect to incur general and administrative costs associated with our Hedgehog pathway inhibitor program related to our share of
intellectual property costs.

Financial Operations Overview

General. Our future operating results will largely depend on the magnitude of payments from our current and potential future corporate collaborators and the progress of drug candidates currently in our
research and development pipeline. The results of our operations will vary significantly from year to year and quarter to quarter and depend on, among other factors, the timing of our entry into new collaborations, if any, the timing of the receipt
of payments, if any, from new or existing collaborators and the cost and outcome of any preclinical development or clinical trials then being conducted. We anticipate that existing capital resources as of March 31, 2009 should enable us to
maintain current and planned operations into the second half of 2010. Our ability to continue funding our planned operations is dependent upon the success of our collaborations with Genentech, our ability to control our cash burn rate and our
ability to raise additional funds through additional corporate collaborations, equity or debt financings, or from other sources of financing. As we seek to reduce administrative expenses and our preclinical and discovery research costs, we expect
that our expenses associated with the clinical development of CUDC-101 and the IND-enabling studies underway for CUDC-305 will increase, resulting in an overall increase in our research and development expenses for future periods as compared to
prior years. We expect that our reductions in general and administrative expenses will result in modest decreases in such expenses in future periods.

A discussion of certain risks and uncertainties that could affect our liquidity, capital requirements and ability to raise additional funds is set forth under Part II, Item 1ARisk Factors.

Revenue. We do not expect to generate any revenue from the sale of products for several years, if ever. Substantially all of
our gross revenues to date have been derived from license fees, research and development payments, contingent cash payments on the achievement of development objectives and other amounts that we have received from our strategic collaborators and
licensees.

We currently have two collaborations, both of which are with Genentech. We currently receive no research funding for our
programs under collaboration with Genentech and we do not expect to receive such funding in the future under these collaborations. Accordingly, our only source of revenues and/or cash flows from operations for the foreseeable future will be up-front
license payments and funded research and development that we may receive under new collaboration agreements, if any, contingent cash payments for the achievement of development objectives, if any are met, under new collaborations or our existing
collaborations with Genentech and royalty payments that are contingent upon the successful commercialization



13



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of any products based upon collaborations. The timing of our entrance into any new collaboration agreements and any contingent cash payments under our
existing collaboration agreements with Genentech are not assured, cannot be easily predicted and may vary significantly from quarter to quarter. Except for the $6,000,000 we received in the first quarter of 2009 under our Hedgehog pathway
inhibitor collaboration with Genentech, we do not expect to receive additional contingent cash payments in 2009 under our ongoing collaborations with Genentech.

Research and Development. Research and development expense consists of costs incurred to discover, research and develop our drug candidates. These expenses consist primarily of salaries and related
expenses for personnel including stock-based compensation expense. Research and development expenses also include the costs of supplies and reagents, outside service costs including clinical research organizations and medicinal chemistry,
consulting, and occupancy and depreciation charges. We expense research and development costs as incurred. Although we have historically incurred research and development expenses under our collaborations with Genentech, we are currently incurring
only nominal research and development expenses for these programs which are limited to the maintenance of third-party licenses. For each contingent payment, if any, received under our collaborations with Genentech, we would be obligated to make
payments to these third parties and recognize the related expense. Our research and development programs, both internal and under collaboration, are summarized in the following table:



|                                         |  |                               |  |                       |  |                      
|---------------------------------------- |  | ----------------------------- |  | --------------------- |  | ---------------------
|Product Candidate                        |  | Primary Indication            |  | Collaborator/Licensee |  | Status               
|Hedgehog Pathway Inhibitor               |  |                               |  |                       |  |                      
|-  GDC-0449                              |  | Advanced basal cell carcinoma |  | Genentech             |  | Pivotal Phase II     
|                                         |  |                               | 
|-  GDC-0449                              |  | Metastatic colorectal cancer  |  | Genentech             |  | Phase II             
|                                         |  |                               | 
|-  GDC-0449                              |  | Advanced ovarian cancer       |  | Genentech             |  | Phase II             
|                                         |  |                               | 
|Targeted cancer programs                 |  |                               |  |                       |  |                      
|-  CUDC-101 (HDAC, EGFR, Her2 inhibitor) |  | Cancer                        |  | Internal development  |  | Phase I              
|-  CUDC-305 (Hsp90 inhibitor)            |  | Cancer                        |  | Internal development  |  | Development candidate
|-  Other targeted cancer programs        |  | Cancer                        |  | Internal development  |  | Preclinical          

In the chart above, Pivotal Phase II means that our collaborator Genentech is
currently treating human patients in a pivotal Phase II clinical trial, the primary objective of which is a therapeutic response in human patients. The endpoints of this clinical trial, if positive, may serve as the basis for future New Drug
Application (NDA) submission by Genentech. Phase II means that our collaborator Genentech is currently treating human patients in a Phase II clinical trial, the primary objective of which is a therapeutic response (i.e., for the
metastatic colorectal cancer trial, progression-free survival from randomization to disease progression or death). Phase I means that we are currently treating human patients in a Phase I clinical trial, the principal purpose of which is
to evaluate the safety and tolerability of the compound being tested. Development candidate means that from our testing in several preclinical models of human disease of various compounds from a particular compound class, we have
selected a single lead candidate for potential future clinical development and are seeking to complete the relevant safety, toxicology, and other data required to submit an IND application with the FDA seeking to commence a Phase I clinical trial.
Preclinical means we are seeking to obtain evidence of therapeutic efficacy in preclinical models of human disease of one or more compounds within a particular class of drug candidates.

Because of the early stages of development of these programs, our ability and that of our collaborator to successfully complete preclinical and clinical
studies of these drug candidates, and the timing of completion of such programs, is highly uncertain. There are numerous risks and uncertainties associated with developing drugs which may affect our and our collaborators future results,
including:



| |  |  | the scope, quality of data, rate of progress and cost of clinical trials and other research and development activities undertaken by us or our collaborators;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the results of future preclinical and clinical trials;
| | - |  | ------------------------------------------------------



| |  |  | the cost and timing of regulatory approvals;
| | - |  | --------------------------------------------



| |  |  | the cost and timing of establishing sales, marketing and distribution capabilities;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | the cost of establishing clinical and commercial supplies of our drug candidates and any products that we may develop;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



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| |  |  | the effect of competing technological and market developments; and
| | - |  | ------------------------------------------------------------------



| |  |  | the cost and effectiveness of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------

We cannot reasonably estimate or know the nature, timing and estimated costs of the efforts necessary to complete the development of, or the period in
which material net cash inflows are expected to commence from any of our drug candidates. Any failure to complete the development of our drug candidates in a timely manner could have a material adverse effect on our operations, financial position
and liquidity.

A further discussion of some of the risks and uncertainties associated with completing our research and development
programs on schedule, or at all, and some consequences of failing to do so, are set forth below in Part II, Item 1ARisk Factors.

General and Administrative. General and administrative expense consists primarily of salaries, stock-based compensation expense and other related costs for personnel in executive, finance, accounting,
business development, legal, information technology, corporate communications and human resource functions. Other costs include facility costs not otherwise included in research and development expense, insurance, and professional fees for legal,
patent and accounting services. Patent costs include certain patents covered under our Hedgehog pathway inhibitor collaboration with Genentech, a portion of which is reimbursed by collaborators and a portion of which is borne by Curis. As a result
of previously-initiated efforts to reduce our spending in various general and administrative expense areas, including personnel, occupancy and legal services, among others, we expect that our general and administration expenses will decline modestly
in future periods.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires that we make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Such estimates and judgments include the carrying value of property and equipment and intangible assets, revenue recognition, the collectability of receivables and the value of certain investments
and liabilities. We base our estimates on historical experience and on various other factors that we believe to be appropriate under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We set forth our critical accounting policies and estimates in our annual report on Form 10-K for
the year ended December 31, 2008, which is on file with the SEC. There have been no material changes at March 31, 2009.

Results of Operations

Three Months Ended March 31, 2009 and March 31, 2008

Revenues. Total revenues are summarized as follows:



|                                   |  |                                     |           |                               |   |           |  |      |   
|---------------------------------- |  | ----------------------------------- | --------- | ----------------------------- | - | --------- |  | ---- | --
|                                   |  | For the Three Months EndedMarch 31, |           | PercentageIncrease/(Decrease) |  
|                                   |  | 2009                                |           | 2008                          |  
|REVENUES:                          |  |                                     |           |                               |   |           |  |      |   
|Research and development contracts |  |                                     |           |                               |   |           |  |      |   
|Genentech                          |  | $                                   | 37,000    |                               | $ | 54,000    |  | (32  | )%
|Wyeth                              |  |                                     |          |                               |   | 149,000   |  | (100 | )%
|Other                              |  |                                     |          |                               |   | 12,000    |  | (100 | )%
|                                   |  |                                     |           |                               |   |           |  |      |   
|Subtotal                           |  |                                     | 37,000    |                               |   | 215,000   |  | (83  | )%
|                                   |  |                                     |          
|License fees                       |  |                                     |           |                               |   |           |  |      |   
|Genentech                          |  |                                     | 6,000,000 |                               |   |          |  | 100  | % 
|Wyeth                              |  |                                     |          |                               |   | 103,000   |  | (100 | )%
|Stryker                            |  |                                     |          |                               |   | 1,750,000 |  | (100 | )%
|                                   |  |                                     |           |                               |   |           |  |      |   
|Subtotal                           |  |                                     | 6,000,000 |                               |   | 1,853,000 |  | 224  | % 
|                                   |  |                                     |           |                               |   |           |  |      |   
|Total revenues                     |  | $                                   | 6,037,000 |                               | $ | 2,068,000 |  | 192  | % 
|                                   |  |                                     |           |                               |   |           |  |      |   



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Total revenues increased by $3,969,000 to $6,037,000 for the three months ended March 31, 2009 from
$2,068,000 for the same period in 2008. Research and development contracts decreased $178,000 as all research funding for programs under collaboration concluded at various times beginning in March 2007. The conclusion of research funding under our
Hedgehog agonist collaboration with Wyeth in February 2008 accounted for $149,000 of the decrease. We currently receive no research funding for our programs under past or current collaborations. As a result of the foregoing changes, we expect that
our future research and development contract revenues will be limited to expenses that we incur on behalf of our collaborators for which the collaborator is obligated to reimburse us.

Offsetting the decrease in research and development contract revenue, our license revenues increased by $4,147,000 to $6,000,000 in the three months
ended March 31, 2009 from $1,853,000 for the same period in 2008. The increase is due to $6,000,000 in license revenue recognized for Genentechs initiation of a pivotal Phase II basal cell carcinoma trial during the three months ended
March 31, 2009, offset in part by a decrease of $1,750,000 in license revenue recognized from the sale and assignment of our remaining BMP assets to Stryker Corporation for the same prior year period.

Research and Development Expenses. Research and development expenses are summarized as follows:



|                                       |  |                                                  |  |                  |  |                                     |           |                               |   |           |  |       |   
|-------------------------------------- |  | ------------------------------------------------ |  | ---------------- |  | ----------------------------------- | --------- | ----------------------------- | - | --------- |  | ----- | --
|                                       |  |                                                  |  |                  |  | For the Three Months EndedMarch 31, |           | PercentageIncrease/(Decrease) |  
|Research and Development Program       |  | Primary Indication                               |  | Collaborator     |  | 2009                                |           | 2008                          |  
|Hedgehog pathway inhibitor             |  | Cancer                                           |  | Genentech        |  | $                                   | 349,000   |                               | $ | 20,000    |  | 1,645 | % 
|                                       |  |                                                  |  |                  | 
|CUDC-101 (HDAC, EGFR, Her2 inhibitor)  |  | Cancer                                           |  | Internal         |  |                                     | 256,000   |                               |   | 1,716,000 |  | (85   | )%
|CUDC-305 (Hsp90 inhibitor)             |  | Cancer                                           |  | Internal         |  |                                     | 1,106,000 |                               |   |          |  | 100   | % 
|Other targeted cancer programs         |  | Cancer                                           |  | Internal         |  |                                     | 1,028,000 |                               |   | 1,204,000 |  | (15   | )%
|Hedgehog agonist                       |  | Nervous system disorders/ cardiovascular disease |  | Wyeth            |  |                                     |          |                               |   | 186,000   |  | (100  | )%
|Discovery research                     |  | Various                                          |  | Various/internal |  |                                     |          |                               |   | 123,000   |  | (100  | )%
|Stock-based compensation               |  | N/A                                              |  |                  |  |                                     | 177,000   |                               |   | 227,000   |  | (22   | )%
|                                       |  |                                                  |  |                  |  |                                     |           |                               |   |           |  |       |   
|Total research and development expense |  |                                                  |  |                  |  | $                                   | 2,916,000 |                               | $ | 3,476,000 |  | (16   | )%
|                                       |  |                                                  |  |                  |  |                                     |           |                               |   |           |  |       |   

Our research and development expenses decreased by $560,000, or 16%, to $2,916,000 for the three
months ended March 31, 2009 as compared to $3,476,000 for the same period in the prior year. This decrease is due to decreased spending on our targeted cancer drug development platform programs as well as on our Hedgehog agonist program with
Wyeth, which terminated in February 2008. Our spending on our lead targeted cancer development candidate, CUDC-101, which was selected in March 2007 has decreased by $1,460,000 when compared to the same prior year period. Offsetting this decrease
was an increase in spending on our CUDC-305 targeted cancer program from the prior year period as we continue to allocate resources to CUDC-305 in an effort to move this candidate toward an IND filing and clinical development. We expect that our
targeted cancer programs will consist of a majority of our ongoing research and development expenses for the foreseeable future.

During
the three months ended March 31, 2009, we also incurred expenses of $349,000 related to our Hedgehog pathway inhibitor program as compared to $20,000 during the three months ended March 31, 2008, an increase of $329,000. The first quarter
2009 expenses were primarily related to $300,000 in sublicense payments that we were required to make as a result of the $6,000,000 that we received from Genentech for the achievement of a clinical development objective during the quarter. We did
not incur such expenses during the same prior year period. We expect that future research and development expenses related to our Hedgehog pathway inhibitor program will continue to fluctuate and be incurred primarily as a result of our receipt of
future payments under this collaboration.



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General and Administrative Expenses. General and administrative expenses are summarized as
follows:



|                                          |  |                                     |           |                               |   |           |  |     |   
|----------------------------------------- |  | ----------------------------------- | --------- | ----------------------------- | - | --------- |  | --- | --
|                                          |  | For the Three Months EndedMarch 31, |           | PercentageIncrease/(Decrease) |  
|                                          |  | 2009                                |           | 2008                          |  
|Personnel                                 |  | $                                   | 518,000   |                               | $ | 719,000   |  | (28 | )%
|Occupancy and depreciation                |  |                                     | 90,000    |                               |   | 91,000    |  | (1  | )%
|Legal services                            |  |                                     | 538,000   |                               |   | 371,000   |  | 45  | % 
|Professional and consulting services      |  |                                     | 312,000   |                               |   | 325,000   |  | (4  | )%
|Insurance costs                           |  |                                     | 75,000    |                               |   | 98,000    |  | (23 | )%
|Other general and administrative expenses |  |                                     | 140,000   |                               |   | 286,000   |  | (51 | )%
|Stock-based compensation                  |  |                                     | 422,000   |                               |   | 525,000   |  | (20 | )%
|                                          |  |                                     |           |                               |   |           |  |     |   
|Total general and administrative expenses |  | $                                   | 2,095,000 |                               | $ | 2,415,000 |  | (13 | )%
|                                          |  |                                     |           |                               |   |           |  |     |   

General and administrative expenses decreased by $320,000, or 13%, to $2,095,000 for the three
months ended March 31, 2009 as compared to $2,415,000 for the same period in the prior year primarily due to decreased spending for personnel, insurance and other administrative expenses. Offsetting these decreases, fees for legal services
increased $167,000 during the three months ended March 31, 2009 as compared to the same period in the prior year, primarily due to costs associated with foreign patent applications. We expect that our patent costs will continue to fluctuate
from quarter-to-quarter in the future. In addition, stock-based compensation expense decreased by $103,000 in the three months ended March 31, 2009 as compared to the same period in the prior year as a result of a decline in the grant date fair
values of stock options expensed in the three months ended March 31, 2009 as compared to the three months ended March 31, 2008.

Liquidity and
Capital Resources

We have financed our operations primarily through license fees, contingent cash payments and research and development
funding from our collaborators and licensors, the private and public placement of our equity securities, debt financings and the monetization of certain royalty rights.

At March 31, 2009, our principal sources of liquidity consisted of cash, cash equivalents, and marketable securities of $30,003,000, excluding restricted long-term investments of $210,000. Our cash and cash
equivalents are highly liquid investments with a maturity of three months or less at date of purchase and consist of time deposits and investments in money market funds with commercial banks and financial institutions, short-term commercial paper,
and government obligations. We maintain cash balances with financial institutions in excess of insured limits. While as of the date of this filing, we are not aware of any downgrades, material losses, or other significant deterioration in the fair
value of our cash equivalents or marketable securities since March 31, 2009, no assurance can be given that further deterioration in conditions of the global credit and financial markets would not negatively impact our current portfolio of cash
equivalents or marketable securities or our ability to meet our financing objectives. Further dislocations in the credit market may adversely impact the value and/or liquidity of marketable securities owned by us.

The use of our cash flows for operations has primarily consisted of salaries and wages for our employees, facility and facility-related costs for our
office and laboratory, fees paid in connection with preclinical studies, laboratory supplies, consulting fees and legal fees. During 2008, we began incurring clinical costs associated with our phase I trial of CUDC-101. We expect that costs
associated with clinical studies will increase in future periods assuming that CUDC-101 advances into further stages of clinical testing and other of our targeted cancer drug candidates reach clinical trials.

To date, the primary source of our cash flows from operations has been payments received from our collaborators and licensors. As a result of the
conclusion of all research funding, the majority of our research and development effort and expense has shifted from our programs that were funded under collaborations relating to the Hedgehog pathway and various discovery and preclinical programs
to the development of our targeted cancer programs, particularly for our lead targeted cancer drug candidate, CUDC-101, and CUDC-305, which is currently being evaluated in IND-enabling studies.

While we are seeking a corporate collaborator for one or more of our targeted cancer programs, we are currently progressing the research and development
of these programs on our own. We believe that our research and development expenses will increase in future years in connection with our plans to continue phase I clinical testing for CUDC-101 and to progress CUDC-305 in preclinical testing toward
an anticipated IND filing in mid-2009. We are actively seeking collaborators for our targeted cancer drug candidates, particularly CUDC-305, but have not reached advanced stages of negotiation with any party. Our intention is to enter into a license
or collaboration agreement with CUDC-305 prior to initiation of phase I clinical testing. If we are unable to consummate such a transaction, we would consider our further development options for CUDC-305. Our ability to progress CUDC-305 would
depend on a number of factors including, our future cash position and the overall financial markets, and phase I data generated by CUDC-101, among others.



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In general, our only source of cash flows from operations for the foreseeable future will be from
up-front license payments and funded research and development that we may receive under new collaboration agreements, if any, contingent cash payments for the achievement of development objectives, if any are met, under new collaborations or our
existing collaborations with Genentech and royalty payments that are contingent upon the successful commercialization of any products based upon collaborations. The timing of or entrance into any new collaboration agreements and any contingent cash
payments under our existing collaboration agreements with Genentech are not assured, cannot be easily predicted and may vary significantly from quarter to quarter.

Net cash provided by operating activities was $1,201,000 for the three-month period ended March 31, 2009 as compared to net cash used of $5,977,000 for the three-month period ended March 31, 2008. Cash
provided by operating activities during the three-month period ended March 31, 2009 was primarily the result of our net income for the period of $1,125,000. In addition, changes in certain operating assets and liabilities affected operating
cash during the three-month period ended March 31, 2009, including a decrease of $676,000 in our accounts payable and accrued liabilities and an increase of $109,000 in prepaids and other assets. Offsetting these uses of operating cash was
noncash stock-based compensation expense of $599,000 and depreciation of $191,000.

We expect to continue to use cash in operations as we
continue to seek to advance our targeted cancer drug programs through preclinical testing and into clinical development. In addition, in the future we may owe royalties and other contingent payments to our licensors based on the achievement of
developmental milestones, product sales and other specified objectives.

Investing activities used cash of $1,569,000 for the three-month
period ended March 31, 2009 resulting principally from $1,562,000 in net investment purchases for the period. Investing activities provided cash of $5,062,000 for the three-month period ended March 31, 2008 principally from $5,096,000 in
net investment sales during the period. We currently do not expect to undertake any significant capital projects during 2009.

There were
no cash flows from financing activities for the three-month period ended March 31, 2009. Financing activities used cash of approximately $241,000 for the three-month period ended March 31, 2008, resulting from repayment of $308,000 on our
notes with the Boston Private Bank & Trust Company, which were fully repaid and canceled in April 2008.

We anticipate that
existing capital resources at March 31, 2009 should enable us to maintain current and planned operations into the second half of 2010. We expect to incur substantial additional research and development and other costs, including costs related
to preclinical studies and clinical trials, for the foreseeable future. Our ability to continue funding planned operations beyond into the second half of 2010 is dependent upon, among other things, the success of our collaborations, our ability to
control our cash burn rate and our ability to raise additional funds through additional corporate collaborations, equity or debt financings, or from other sources of financing. We are seeking additional collaborative arrangements and also anticipate
that we will seek to raise funds through one or more financing transactions, if conditions permit. Due to our significant long-term capital requirements, we intend to seek to raise funds through the sale of debt or equity securities when conditions
are favorable, even if we do not have an immediate need for additional capital at such time. Our general business strategy may be adversely affected by the recent economic downturn and volatile business environment and continued unpredictable and
unstable market conditions. If the current equity and credit markets deteriorate further, or do not improve, it may make any necessary debt or equity financing more difficult or impossible, more costly, and more dilutive. Failure to secure any
necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon clinical development plans. In addition, there
is a risk that one or more of our current service providers, manufacturers and other partners may not survive these difficult economic times, which could directly affect our ability to attain our operating goals on schedule and on budget. See
Part II, Item 1ARisk Factors, for a further discussion of certain risks and uncertainties that could affect our liquidity, capital requirements and ability to raise additional capital.

Off-Balance Sheet Arrangements

We have no
off-balance sheet arrangements as of March 31, 2009.



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Inflation

We believe that inflation has not had a significant impact on our revenue and results of operations since inception.



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|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

There have been no material changes to the information provided under Item 7A Quantitative and Qualitative Disclosures About Market Risk set forth in our Annual Report on form 10-K for the year ended December 31, 2008.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Evaluation of
Disclosure Controls & Procedures

Our management, with the participation of our chief executive officer and chief financial
officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2009. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and
other procedures of a company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the companys management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls
and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2009, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were
effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the
quarter ended March 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART IIOTHER INFORMATION



|Item 1A. | Risk Factors
|-------- | ------------

You should carefully consider the following risk
factors, in addition to other information included in this quarterly report on Form 10-Q and in other documents we file with the SEC, in evaluating Curis and our business. If any of the following risks occur, our business, financial condition and
operating results could be materially adversely affected. The following risk factors include any material changes to and restate and supersede the risk factors previously disclosed in Part I, Item 1A. Risk Factors of our Annual
Report on Form 10-K for the year ended December 31, 2008.

RISKS RELATING TO OUR FINANCIAL RESULTS AND NEED FOR FINANCING

We have incurred substantial losses, we expect to continue to incur substantial losses for the foreseeable future and we may never generate
significant revenue or achieve profitability.

As of March 31, 2009, we had an accumulated deficit of approximately $706,846,000.
We have not successfully commercialized any products to date, either alone or in collaboration with others. If we are not able to successfully commercialize any products, whether alone or with a collaborator, we will not achieve profitability. All
of our drug candidates are in early stages of development. For the foreseeable future, we will need to spend significant capital in an effort to develop products that we can commercialize and we expect to incur substantial operating losses for the
foreseeable future. Our failure to become and remain profitable would be likely to depress the market price of our common stock and could impair our ability to raise capital, expand our business, diversify our research and development programs or
continue our operations.

We may not be able to generate substantial revenue from existing or future collaborations.

We have historically derived a substantial portion of our revenue from the research funding portion of our collaboration agreements. However, we have no
current source of research funding revenue. We expect that our only source of cash flows from operations for the foreseeable future will be:



| |  |  | up-front license payments and research and development funding that we may receive if we are able to successfully enter into new collaboration agreements;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | contingent cash payments that we may receive for the achievement of development objectives under any new collaborations or our existing collaborations with
Genentech; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | royalty payments that are contingent upon the successful commercialization of products based upon these collaborations.
| | - |  | -----------------------------------------------------------------------------------------------------------------------

We may not be able to successfully enter into or continue any corporate collaborations and the timing, amount and likelihood of us receiving payments
under such collaborations is highly uncertain. As a result, we cannot assure you that we will attain any further revenue under any collaborations or licensing arrangements.

We will require substantial additional capital, which is likely to be difficult to obtain.

We will
require substantial funds to continue our research and development programs and to fulfill our planned operating goals. In particular, our currently planned operating and capital requirements include the need for working capital to support our
research and development activities for CUDC-101, CUDC-305 and other small molecules that we are seeking to develop from our pipeline of targeted cancer programs, and to fund our general and administrative costs and expenses.

We anticipate that existing cash, cash equivalents, marketable securities and working capital at March 31, 2009 should enable us to maintain current
and planned operations into the second half of 2010. Our future capital requirements, however, may vary from what we currently expect. There are a number of factors that may adversely affect our planned future capital requirements and accelerate our
need for additional financing, many of which are outside our control, including the following:



| |  |  | unanticipated costs in our research and development programs;
| | - |  | -------------------------------------------------------------



| |  |  | the timing and cost of obtaining regulatory approvals for our drug candidates;
| | - |  | ------------------------------------------------------------------------------



| |  |  | the timing, receipt and amount of payments, if any, from current and potential future collaborators;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | the timing and amount of payments due to licensors of patent rights and technology used in our drug candidates;
| | - |  | ---------------------------------------------------------------------------------------------------------------



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| |  |  | the costs of preparing, filing, prosecuting, maintaining and enforcing patent claims and other patent-related costs, including litigation costs and technology
license fees; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unexpected losses in our cash investments or an inability to otherwise liquidate our cash investments due to unfavorable conditions in the capital markets.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

We may seek additional funding through public or private financings of debt or equity. The market for emerging life
science stocks in general, and the market for our common stock in particular, are highly volatile. Due to this and various other factors, including the currently adverse general market conditions and the early-stage status of our development
pipeline, additional funding may not be available to us on acceptable terms, if at all. In addition, the terms of such a financing may be dilutive or otherwise adversely affect other rights of our stockholders. We also expect to seek additional
funds through arrangements with collaborators, licensees or other third parties. These arrangements would generally require us to relinquish or encumber rights to some of our technologies or drug candidates, and we may not be able to enter into such
arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, whether through sales of debt or equity or through third party collaboration or license arrangements, we may be required to curtail or
terminate some or all of our development programs, including some or all of our drug candidates.

We may face fluctuations in our operating results from
period to period, which may result in a drop in our stock price.

Our operating results have fluctuated significantly from period to
period in the past and may rise or fall significantly from period to period in the future as a result of many factors, including:



| |  |  | the cost of research and development that we engage in;
| | - |  | -------------------------------------------------------



| |  |  | a failure to successfully complete preclinical studies and clinical trials in a timely manner or at all, resulting in a delay in receiving, or a failure to receive,
the required regulatory approvals to commercialize our drug candidates;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing, receipt and amount of payments, if any, from current and potential future collaborators;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | the entry into, or termination of, collaboration agreements;
| | - |  | ------------------------------------------------------------



| |  |  | the scope, duration and effectiveness of our collaborative arrangements;
| | - |  | ------------------------------------------------------------------------



| |  |  | the costs involved in prosecuting, maintaining and enforcing patent claims;
| | - |  | ---------------------------------------------------------------------------



| |  |  | the ability to operate without infringing upon the proprietary rights of others;
| | - |  | --------------------------------------------------------------------------------



| |  |  | costs to comply with changes in government regulations;
| | - |  | -------------------------------------------------------



| |  |  | changes in management and reductions or additions of personnel;
| | - |  | ---------------------------------------------------------------



| |  |  | general and industry-specific adverse economic conditions that may affect, among other things, our and our collaborators operations and financial results;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | revenue recognition policies;
| | - |  | -----------------------------



| |  |  | changes in accounting estimates, policies or principles; and
| | - |  | ------------------------------------------------------------



| |  |  | the introduction of competitive products and technologies by third parties.
| | - |  | ---------------------------------------------------------------------------

Due to fluctuations in our operating results, quarterly comparisons of our financial results may not necessarily be meaningful, and investors should not
rely upon such results as an indication of our future performance. In addition, investors may react adversely if our reported operating results are less favorable than in a prior period or are less favorable than those anticipated by investors or
the financial community, which may result in a drop of our stock price.

Unstable market and economic conditions may have serious adverse consequences
on our business.

Our general business strategy may be adversely affected by the recent economic downturn and volatile business
environment and continued unpredictable and unstable market conditions. If the current equity and credit markets deteriorate further, or do not improve, it may make any necessary debt or equity financing more difficult, more costly, and more
dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to delay or abandon clinical
development plans. In addition, there is a risk that one or more of our current service providers, manufacturers and other partners may not survive these difficult economic times, which could directly affect our ability to attain our operating goals
on schedule and on budget.



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At March 31, 2009, we had $30,003,000 of cash, cash equivalents and marketable securities consisting
of cash, money market, commercial paper, corporate debt securities, and government obligations. While as of the date of this filing, we are not aware of any downgrades, material losses, or other significant deterioration in the fair value of our
cash equivalents or marketable securities since March 31, 2009, no assurance can be given that further deterioration in conditions of the global credit and financial markets would not negatively impact our current portfolio of cash equivalents
or marketable securities or our ability to meet our financing objectives. Further dislocations in the credit market may adversely impact the value and/or liquidity of marketable securities owned by us.

There is a possibility that our stock price may decline, due in part to the volatility of the stock market and the general economic downturn.

RISKS RELATING TO THE DEVELOPMENT AND COMMERCIALIZATION OF OUR PRODUCTS

We depend on our collaborative relationship with Genentech and if Genentech fails or delays in developing or commercializing drug candidates based upon our technologies, our business prospects and operating results
would suffer and our stock price would likely decline.

We currently have two collaborations with Genentech pursuant to which we have
granted to Genentech exclusive rights to develop and commercialize products based upon our technologies in defined fields of use, including GDC-0449, an orally-administered small molecule pathway inhibitor of the hedgehog signaling pathway.
Genentech is currently testing GDC-0449 in two phase II clinical trials and a pivotal phase II trial in advanced basal cell carcinoma. Our collaborations with Genentech are our only current collaborations, and these collaborations may not be
scientifically or commercially successful due to a number of factors, including the following:



| |  |  | Genentech has significant discretion in determining the efforts and resources that it will apply to each collaboration. The timing and amount of any cash payments
related to future royalties and the achievement of development objectives that we may receive under such collaborative arrangements will depend on, among other things, Genentechs efforts, allocation of resources and successful development and
commercialization of our drug candidates.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our strategic collaboration agreements with Genentech permit Genentech wide discretion in deciding which drug candidates to advance through the clinical trial
process. It is possible for Genentech to reject drug candidates at any point in the research, development and clinical trial process, without triggering a termination of the collaboration agreement with us. In the event of any such decision, our
business and prospects may be adversely affected due to our inability to progress drug candidates ourselves.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Genentech may develop and commercialize, either alone or with others, products that are similar to or competitive with the drug candidates that are the subject of
its collaborations with us.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Genentech may change the focus of its development and commercialization efforts or pursue higher-priority programs. Our ability to successfully commercialize drug
candidates under collaboration with Genentech could be limited if Genentech decreases or fails to increase spending related to such drug candidates.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Genentech may enter into one or more transactions with third parties, including a merger, consolidation, reorganization, sale of substantial assets, sale of
substantial stock or change of control. For example, during the first quarter of 2009, Roche Holdings Ltd. completed its acquisition of Genentech. This merger with Roche could divert the attention of Genentechs management and adversely affect
Genentechs ability to retain and motivate key personnel who are important to the continued development of the programs under our collaboration. In addition, the third-party could determine to reprioritize Genentechs development programs
such that it ceases to diligently pursue the development of our programs; and/or cause the collaboration with us to terminate.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Genentech may, under specified circumstances, terminate its collaborations with us on short notice and for circumstances outside of our control, which could make it
difficult for us to attract new collaborators or adversely affect how we are perceived in the scientific and financial communities.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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If Genentech fails to successfully develop and commercialize our drug candidates under collaboration, we
may not be able to develop and commercialize these candidates independently or successfully enter into one or more alternative collaborations, in which event our financial condition, results of operations and stock price may be adversely affected.

We may not be successful in establishing additional strategic collaborations, which could adversely affect our ability to develop and commercialize
products.

Our current strategy is to seek corporate collaborators or licensees for the further development and commercialization of
one or more drug candidates under our targeted cancer drug programs. For example, we are currently seeking to enter into corporate collaborations for CUDC-101 and CUDC-305, the most advanced drug candidates from these programs. We do not currently
have the experience, resources or capacity to advance these programs into later stages of clinical development or commercialization. As such, our success will depend, in part, on our ability to enter into one or more such collaborations. We face
significant competition in seeking appropriate collaborators and the negotiation process is time-consuming and complex. Moreover, we may not be successful in our efforts to establish a collaboration or other alternative arrangements for CUDC-101,
CUDC-305 or any future programs because our research and development pipeline may be insufficient, our programs may be deemed to be at too early of a stage of development for collaborative effort and/or third parties may not view our drug candidates
and programs as having the requisite potential to demonstrate safety and efficacy. Even if we are successful in our efforts to establish new collaborations, the terms that we agree upon may not be favorable to us. If we are not able to successfully
enter into one or more collaborations or licensing arrangements for CUDC-101, CUDC-305 or any future programs, the clinical development of these programs could be significantly delayed and our future prospects may be adversely affected and our stock
price could decline.

The therapeutic efficacy of drug candidates under our targeted cancer programs is unproven in humans, and we may not be able to
successfully develop and commercialize CUDC-101, CUDC-305 or any other future drug candidates that we may select from this program.

Our internal drug development efforts are focused on our proprietary targeted cancer programs. These programs focus on the development of single agent drug candidates targeting one or more molecular components within signaling pathways
associated with certain cancers. We are also seeking to develop proprietary single agent, single target drug candidates for cancer indications. We have currently selected two drug candidates from this program for further development: CUDC-101, which
is designed to simultaneously inhibit HDAC, EGFR and Her2, and CUDC-305, an orally available, synthetic small molecule inhibitor of Hsp90. In August 2008, we treated the first patient in a phase I trial of CUDC-101, and we initiated IND-enabling
studies of CUDC-305 in the second half of 2008.

CUDC-101 and CUDC-305 are novel compounds and their potential benefit as therapeutic
cancer drugs is unproven. These drug candidates may not prove to be effective inhibitors of the validated cancer targets they are being designed to act against and may not demonstrate in patients any or all of the pharmacological benefits that we
believe they may possess or that may have been demonstrated in preclinical trials. Moreover, there is a risk that these drug candidates may interact with human biological systems in unforeseen, ineffective or harmful ways. As a result of these and
other risks described herein that are inherent in the development of novel therapeutic agents, we may never successfully develop, enter into third party licensing or collaboration transactions with respect to, or successfully commercialize CUDC-101,
CUDC-305, or any other drug candidates under our targeted cancer drug development platform, in which case we will not achieve profitability and the value of our stock will decline.

If preclinical studies and clinical trials of our drug candidates are not successful then our future profitability and success could be adversely affected.

In order to obtain regulatory approval for the commercial sale of our drug candidates, we and any current or potential future collaborators will be
required to complete extensive preclinical studies as well as clinical trials in humans to demonstrate to the FDA and foreign regulatory authorities that our drug candidates are safe and effective. For example, our lead product candidate, GDC-0449,
is currently being tested by our collaborator, Genentech, in a pivotal phase II clinical trial in advanced basal cell carcinoma and two phase II clinical trials in other cancer indications. In addition, we are currently treating patients in a phase
I clinical trial of CUDC-101, the lead drug candidate from our pipeline of proprietary targeted cancer programs.



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Development, including preclinical and clinical testing, is a long, expensive and uncertain process.
Accordingly, preclinical testing and clinical trials of our drug candidates under development may not be successful. We, Genentech and any future collaborators could experience delays or failures in preclinical testing or clinical trials of any of
our drug candidates for a number of reasons including, for example:



| |  |  | preclinical studies or clinical trials may produce negative, inconsistent or inconclusive results, and we or any collaborators may decide, or regulators may require
us, to conduct additional preclinical studies or clinical trials or terminate testing for a particular product candidate;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the results from preclinical studies and early clinical trials may not be statistically significant or predictive of results that will be obtained from expanded,
advanced clinical trials;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may encounter difficulties or delays in manufacturing sufficient quantities of the product candidate used in any preclinical study or clinical trial;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing and completion of clinical trials of our drug candidates depend on, among other factors, the number of patients required to be enrolled in the clinical
trials and the rate at which those patients are enrolled, and any increase in the required number of patients, decrease in recruitment rates or difficulties retaining study participants may result in increased costs, program delays or program
termination;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our products under development may not be effective in treating any of our targeted cancer indications or may prove to have undesirable or unintended side effects,
toxicities or other characteristics that may prevent or limit their commercial use;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | institutional review boards or regulators, including the FDA, or any collaborators may hold, suspend or terminate our clinical research or the clinical trials of
our drug candidates for various reasons, including failure to achieve established success criteria, noncompliance with regulatory requirements or if, in their opinion, the participating subjects are being exposed to unacceptable health risks; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we, along with any of our current or potential future collaborators and subcontractors, may not employ, in any capacity, persons who have been debarred under the
FDAs Application Integrity Policy. Employment of such a debarred person may result in delays in FDAs review or approval of our products, or the rejection of data developed with the involvement of such person(s).
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If the preclinical studies and/or clinical trials for any of our drug candidates that we, Genentech, and any future
collaborators pursue are not successful, then our ability to successfully develop and commercialize products on the basis of the respective technologies will be materially adversely affected, our reputation and our ability to raise additional
capital will be materially impaired and the value of an investment in our stock price is likely to decline.

We expect to rely primarily on third
parties for the performance and management of later-stage clinical trials and if such third parties fail to perform then we will not be able to successfully develop and commercialize drug candidates and grow our business.

We have very limited experience in conducting later-stage clinical trials. We expect to rely primarily on third parties to conduct at least our
later-stage clinical trials and provide services in connection with such clinical trials. For example, we have granted development and commercialization rights to Genentech under our existing collaboration agreements with Genentech and we expect
that any future collaboration partners may similarly be fully responsible for conducting at least the later-stage clinical trials of drug candidates. In the near term, we expect to rely primarily on third parties such as consultants, contract
research organizations and other similar entities to complete IND-enabling preclinical studies, create and submit IND applications, enroll qualified subjects, conduct our clinical trials and provide services in connection with such clinical trials.
Our reliance on these third parties for clinical development activities will reduce our control over these activities. These third parties may not complete activities on schedule, or may not conduct our clinical trials in accordance with the trial
design. In addition, the FDA requires us to comply with certain standards, referred to as good clinical practices, for conducting, recording and reporting the results of clinical trials to assure that data and reported results are credible and
accurate and that the rights, integrity and confidentiality of trial participants are protected. Our reliance on third parties that we do not control does not relieve us of these responsibilities and requirements. If any of the third party
contractors on whom we may in the future rely do not comply with good clinical practices or other applicable regulatory requirements, we may not be able to use the data and reported results from the trial. Any failure by a third party to conduct our
clinical trials as planned or in accordance with regulatory requirements could delay or otherwise adversely affect our efforts to obtain regulatory approvals for and commercialize our drug candidates.



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If we and our current and potential future collaborative partners do not obtain necessary regulatory approvals, then
our business will be unsuccessful and the market price of our common stock could substantially decline.

We, Genentech and any
potential future collaborative partners will be required to obtain regulatory approval in order to successfully advance our drug candidates through the clinic and prior to marketing and selling such products. The process of obtaining FDA and other
required regulatory approvals is expensive and the time required for FDA and other approvals is uncertain and typically takes a number of years, depending on the complexity and novelty of the product. With respect to our internal programs, we have
limited experience in filing and prosecuting applications to obtain marketing approval.

Any regulatory approval to market a product may be
subject to limitations on the indicated uses for which we, or our collaborative partners, may market the product. These limitations may restrict the size of the market for the product and affect reimbursement by third-party payors. In addition,
regulatory agencies may not grant approvals on a timely basis or may revoke or significantly modify previously granted approvals.

We are
subject to, and our current and potential future collaborative partners are, or will be, subject to, numerous foreign regulatory requirements governing the manufacturing and marketing of our potential future products outside of the United States.
The approval procedure varies among countries, additional testing may be required in some jurisdictions, and the time required to obtain foreign approvals often differs from that required to obtain FDA approvals. Moreover, approval by the FDA does
not ensure approval by regulatory authorities in other countries, and vice versa.

In addition, regulatory agencies may change existing
requirements or adopt new requirements or policies. We and any collaborative partners may be slow to adapt or may not be able to adapt to these changes or new requirements.

As a result of these factors, we and any collaborators may not successfully begin or complete clinical trials and/or obtain regulatory approval to market
and sell our drug candidates in the time periods estimated, if at all. Moreover, if we or any collaborators incur costs and delays in development programs or fail to successfully develop and commercialize products based upon our technologies, we may
not become profitable and our stock price could decline.

Recently enacted legislation may make it more difficult and costly for us to obtain regulatory
approval of our drug candidates and to produce, market and distribute products after approval.

On September 27, 2007, the
President of the United States signed the Food and Drug Administration Amendments Act of 2007, or the FDAAA. The FDAAA grants a variety of new powers to the FDA, many of which are aimed at improving the safety of drug products before and after
approval. Under the FDAAA, companies that violate the new law are subject to substantial civil monetary penalties. While we expect the FDAAA to have a substantial effect on the pharmaceutical industry, the extent of that effect is not yet known. As
the FDA issues regulations, guidance and interpretations relating to the new legislation, the impact on the industry, as well as our business, will become clearer. The new requirements and other changes that the FDAAA imposes may make it more
difficult, and likely more costly, to obtain approval of new pharmaceutical products and to produce, market and distribute products after approval.

Even if marketing approval is obtained, any products we or any current or potential future collaborators develop will be subject to ongoing regulatory oversight, which may affect the successful commercialization of such products.

Even if we or any current or potential future collaborators obtain regulatory approval of a product candidate, the approval may be subject
to limitations on the indicated uses for which the product is marketed or require costly post-marketing follow-up studies. After marketing approval for any product is obtained, the manufacturer and the manufacturing facilities for that product will
be subject to continual review and periodic inspections by the FDA and other regulatory agencies. The subsequent discovery of previously unknown problems with the product, or with the manufacturer or facility, may result in restrictions on the
product or manufacturer, including withdrawal of the product from the market.

If there is a failure to comply with applicable regulatory
requirements, we or any collaborator may be subject to fines, refusal to approve pending applications or supplements, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions, refusal to permit
the import or export of our products and criminal prosecution.

We and Genentech are, and any potential future collaborators will be, subject to
governmental regulations in connection with the research, development and commercialization of our drug candidates in addition to those imposed by the FDA. We and any such collaborators may not be able to comply with these regulations, which could
subject us, or such collaborators, to penalties and otherwise result in the limitation of our or such collaborators operations.

In addition to regulations imposed by the FDA, we, our current collaborator, Genentech, and any potential future collaborators are subject to regulation under, among other laws, the Occupational Safety and Health Act, the Environmental
Protection Act, the Toxic Substances Control Act, the Research Conservation and Recovery Act, as well as regulations



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administered by the Nuclear Regulatory Commission, national restrictions on technology transfer, import, export and customs regulations and certain other
local, state or federal regulations. From time to time, other federal agencies and congressional committees have indicated an interest in implementing further regulation of pharmaceutical and biotechnology applications. We are not able to predict
whether any such regulations will be adopted or whether, if adopted, such regulations will apply to our business, or whether we or our collaborators would be able to comply with any applicable regulations.

Our research and development activities involve the controlled use of hazardous materials and chemicals. Although we believe that our safety procedures
for handling and disposing of such materials comply with all applicable laws and regulations, we cannot completely eliminate the risk of accidental contamination or injury caused by these materials.

If we or any of our current and planned collaborators fail to achieve market acceptance for our products under development, our future revenue and ability to achieve
profitability may be adversely affected.

Our future products, if any are successfully developed, may not gain commercial acceptance
among physicians, patients and third-party payors, even if necessary marketing approvals have been obtained. We believe that recommendations and endorsements by physicians will be essential for market acceptance of any products we successfully
develop. If we are not able to obtain market acceptance for such products, our expected revenues from sales of these products would be adversely affected and our business may not be successful.

RISKS RELATED TO OUR BUSINESS, INDUSTRY, STRATEGY AND OPERATIONS

We, our current collaborator, Genentech, and any potential future collaborators, may not achieve projected research and development goals in the time frames that we or they announce, which could have an adverse
impact on our business and could cause our stock price to decline.

We set goals for, and make public statements regarding, the timing
of certain accomplishments, such as the commencement and completion of preclinical studies, initiation and completion of clinical trials, and other developments and milestones under our proprietary programs and those programs being developed under
collaboration agreements. Genentech has also made public statements regarding its expectations for the clinical development and potential commercial launch of GDC-0449 and may in the future make additional statements about its goals and expectations
for this collaboration with us. The actual timing of these events can vary dramatically due to a number of factors such as delays or failures in our and our current and potential future collaborators preclinical studies or clinical trials, the
amount of time, effort and resources committed to our programs by us and our current and potential future collaborators and the uncertainties inherent in the regulatory approval process. As a result, there can be no assurance that our or our current
and potential future collaborators preclinical studies and clinical trials will advance or be completed in the time frames we or they announce or expect, that we or our current and potential future collaborators will make regulatory
submissions or receive regulatory approvals as planned or that we or our current and potential future collaborators will be able to adhere to our current schedule for the achievement of key milestones under any of our internal or collaborative
programs. If we or any collaborators fail to achieve one or more of these milestones as planned, our business could be materially adversely affected and the price of our common stock could decline.

We face substantial competition, which may result in our competitors discovering, developing or commercializing products before or more successfully than we do.

Our drug candidates face competition from existing and new technologies and products being developed by biotechnology, medical device and
pharmaceutical companies, as well as universities and other research institutions. For example, research in the Hedgehog signaling pathway is increasingly competitive. We are developing Hedgehog-based therapies under our collaborations with
Genentech in the field of cancer. Competitors may discover, characterize and develop Hedgehog pathway inhibitor drug candidates before we do or may compete with us in the same market sector.

In addition, our small molecule targeted cancer drug development candidates, which are focused primarily on clinically validated cancer targets, face
significant competition from marketed drugs and drugs under development that seek to inhibit the same targets as our drug candidates.

Many
of our competitors have substantially greater capital resources, research and development staffs and facilities, and more extensive experience, than we have. As a result, efforts by other life science, medical device and pharmaceutical companies
could render our programs or products uneconomical or result in therapies superior to those that we develop alone or with a collaborator.

For those programs that we have selected for internal development, we face competition from companies that are more experienced in product development and commercialization, obtaining regulatory approvals and product manufacturing.



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Other smaller companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.
As a result, any of these companies may be more successful in obtaining collaboration agreements or other monetary support, approval and commercialization of their products and/or may develop competing products more rapidly and/or at a lower cost.
For those programs that are subject to a collaboration agreement, competitors may have greater expertise in discovery, research and development, manufacturing, preclinical and clinical testing, obtaining regulatory approvals and marketing than our
collaborators and, consequently, may discover, develop and commercialize products that render our products non-competitive or obsolete.

We
expect competition to intensify in cancer generally and, specifically, in targeted approaches to develop potential cancer therapies as technical advances in the field are made and become more widely known. If we are not able to compete effectively,
then we may not be able, either alone or with others, to advance the development and commercialization of our drug candidates, which would adversely affect our ability to grow our business and become profitable.

The trend towards consolidation in the pharmaceutical and biotechnology industries may adversely affect us.

There is a trend towards consolidation in the pharmaceutical and biotechnology industries. This consolidation trend may result in the remaining companies
having greater financial resources and discovery technological capabilities, thus intensifying competition in these industries. This trend may also result in fewer potential collaborators or licensees for our therapeutic product candidates. Also, if
a consolidating company is already doing business with our competitors, we may lose existing licensees or collaborators as a result of such consolidation.

This trend may adversely affect our ability to enter into agreements for the development and commercialization of our product candidates, and as a result may harm our business.

We could be exposed to significant monetary damages and business harm if we are unable to obtain or maintain adequate product liability insurance at acceptable costs
or otherwise protect ourselves against potential product liability claims.

Product liability claims inherent in the process of
researching, developing and commercializing human health care products could expose us to significant liabilities and prevent or interfere with the development or commercialization of our drug candidates. Regardless of their merit or eventual
outcome, product liability claims would require us to spend significant time, money and other resources to defend such claims, could result in decreased demand for our future products or result in reputational harm and could result in the payment of
a significant damage award. We currently have product liability insurance for our phase I clinical trial of CUDC-101. However, this insurance is subject to deductibles and coverage limitations and may not be adequate in scope to protect us in the
event of a successful product liability claim. If any of our drug candidates advance in clinical trials and/or are approved for marketing, we may seek additional insurance coverage. Product liability insurance is expensive and may be difficult to
procure. As such, it is possible that we will not be able to obtain product liability insurance on acceptable terms, if at all, or that our product liability insurance coverage will prove to be inadequate to protect us from all potential claims,
which may harm our business.

If we are not able to attract and retain key management and scientific personnel and advisors, we may not successfully
develop our drug candidates or achieve our other business objectives.

We depend upon our senior management and scientific staff,
including Daniel R. Passeri, our President and Chief Executive Officer, Michael P. Gray, our Chief Operating Officer and Chief Financial Officer, and Changgeng Qian, Ph.D., M.D., our Vice President, Discovery and Preclinical Development. The loss of
the service of any of the key members of our senior management may significantly delay or prevent the achievement of product development and other business objectives. Our officers can terminate their employment with us at any time, although we are
not aware of any present intention of any of these individuals to leave our company. Replacing key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of
skills and experience required to research, develop and successfully commercialize products in our areas of core competency. We do not maintain key man life insurance on any of these executive officers.

Our ability to operate successfully will depend on our ability to attract and retain qualified personnel, consultants and advisors. We face intense
competition for qualified individuals from numerous pharmaceutical and biotechnology companies, universities, governmental entities and other research institutions. We may be unable to attract and retain these individuals, and our failure to do so
would have an adverse effect on our business.



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While we have no current plans, in the future, we may seek to acquire complementary businesses and technologies in the
future or otherwise seek to expand our operations to grow our business, which may divert management resources and adversely affect our financial condition and operating results.

We may seek to expand our operations in the future, including without limitation through internal growth and/or the acquisition of businesses and
technologies that we believe are a strategic complement to our business model. We may not be able to identify suitable acquisition candidates or expansion strategies and successfully complete such acquisitions or successfully execute any such other
expansion strategies. We may never realize the anticipated benefits of any efforts to expand our business. Furthermore, the expansion of our business, either through internal growth or through acquisitions, poses significant risks to our existing
operations, financial condition and operating results, including:



| |  |  | a diversion of management from our existing operations;
| | - |  | -------------------------------------------------------



| |  |  | increased operating complexity of our business, requiring greater personnel and resources;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | significant additional cash expenditures to expand our operations and acquire and integrate new businesses and technologies;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | incurrence of debt, other liabilities and contingent liabilities; and
| | - |  | ---------------------------------------------------------------------



| |  |  | dilutive stock issuances.
| | - |  | -------------------------

Any business that we
conduct in China will expose us to the risk of adverse changes in political, legal and economic policies of the Chinese government, which changes could impede our preclinical efforts in China and materially and adversely affect the development of
our Targeted Cancer Programs.

We currently engage medicinal chemists in Shanghai, China, pursuant to a contract research agreement
with a medicinal chemistry provider in Shanghai. In addition, we have a subsidiary in China, Curis Shanghai, which is currently licensed but is not operational.

Conducting business in China exposes us to a variety of risks and uncertainties that are unique to China. The economy of China has been transitioning from a planned economy to a more market-oriented economy. Although
in recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business
enterprises, a substantial portion of productive assets in China is still owned by the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industrial development. It also exercises significant
control over Chinas economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
Efforts by the Chinese government to slow the pace of growth of the Chinese economy could result in interruptions of our development efforts in China. If our research and development efforts in China are delayed due to such interruptions, we may not
realize the reductions in costs anticipated from engaging chemists in China. We would also have to consider moving our chemistry and/or biology research that is currently conducted in China to U.S. or European providers, thereby either increasing
our overall costs for such services or reducing the total number of chemists and or/biologists that we could engage.

In addition, the
Chinese legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. In 1979, the Chinese government began to promulgate a comprehensive system
of laws and regulations governing economic matters in general. Accordingly, we cannot predict the effect of future developments in the Chinese legal system, including the promulgation of new laws, changes to existing laws or the interpretation or
enforcement thereof, or the preemption of local regulations by national laws. Our business could be materially harmed by any changes in the political, legal or economic climate in China or the inability to enforce applicable Chinese laws and
regulations.

If the estimates we make and the assumptions on which we rely in preparing our financial statements prove inaccurate, our actual results
may vary significantly.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses, the amounts of charges taken by us and related disclosure.
Such estimates and judgments include the carrying value of our property, equipment and intangible assets, revenue recognition and the value of certain liabilities. We base our estimates and judgments on historical experience and on various other
assumptions that we believe to be reasonable under the circumstances. However, these estimates and judgments, or the assumptions underlying them, may change over time. Accordingly, our actual financial results may vary significantly from the
estimates contained in our financial statements.



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For a further discussion of the estimates and judgments that we make and the critical accounting policies
that affect these estimates and judgments, see Managements Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies and Estimates elsewhere in this quarterly report on Form 10-Q and
as included in our annual report on Form 10-K, as previously filed with the Securities and Exchange Commission on February 26, 2009.

Compliance
with changing regulation of corporate governance and public disclosure as well as potential new accounting pronouncements is likely to impact our future financial position or results of operations.

Changing laws, regulations and standards relating to corporate governance and public disclosure, new SEC regulations and NASDAQ Global Market rules are
creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve
over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. In
addition, future changes in financial accounting standards may cause adverse, unexpected revenue fluctuations and affect our financial position or results of operations. New accounting pronouncements and varying interpretations of pronouncements
have occurred with frequency in the past and may occur again in the future and as a result we may be required to make changes in our accounting policies, for example the 2006 requirement under Statement of Financial Accounting Standards No. 123
(revised 2004), or SFAS 123(R), to expense stock options.

Our efforts to comply with evolving laws, regulations and standards have
resulted in, and are likely to continue to result in, increased general and administrative expenses and management time related to compliance activities. We expect these efforts to require the continued commitment of significant resources. If our
efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed and we might be subject to sanctions or
investigation by regulatory authorities, such as the SEC. Any such action could adversely affect our financial results and the market price of our common stock.

Failure to maintain effective internal controls in accordance with section 404 of the Sarbanes-Oxley act could have a material adverse effect on our business and stock price.

Section 404 of the Sarbanes-Oxley Act of 2002 requires managements annual review and evaluation of our internal controls, and attestations of
the effectiveness of our internal controls by our independent auditors. Our failure to maintain the effectiveness of our internal controls in accordance with the requirements of section 404 of the Sarbanes-Oxley Act, as such standards are
modified, supplemented or amended from time to time, could have a material adverse effect on our business, operating results and stock price.

RISKS RELATING TO OUR INTELLECTUAL PROPERTY

If we or any of our licensees or assignees breach any of the agreements under which we
license or transfer intellectual property to others, we could be deprived of important intellectual property rights and future revenue.

We are a party to intellectual property out-licenses, collaborations and agreements that are important to our business, including our June 2003 and April 2005 collaboration agreements with Genentech and our December 2007 assignment
agreement with Stryker Corporation, and we expect to enter into similar agreements with third parties in the future. Under these agreements, we generally license or transfer intellectual property to third parties and impose various research,
development, commercialization, sublicensing, royalty, indemnification, insurance, and other obligations on them. If a third party breaches its responsibilities under these agreements, we generally retain the right to terminate the agreement, and to
bring a legal action in court or in arbitration. In the event of breach, we may need to enforce our rights under these agreements by resorting to arbitration or litigation. During the period of arbitration or litigation, we may be unable to
effectively use, assign or license the relevant intellectual property rights and may be deprived of current or future revenues that are associated with such intellectual property.

We in-license certain of our principal proprietary technologies, and if we fail to comply with our obligations under any of the related agreements, or fail to secure any required new licenses, we could lose license
rights that are necessary to commercializing our drug candidates.

We are party to various license agreements that give us rights to
commercialize various technologies, particularly our Hedgehog pathway technologies, and to use technologies in our research and development processes. Our most significant in-license agreements are with Harvard University, Columbia University, the
Johns Hopkins University both alone and with the University of Washington, and Leland Stanford Junior University. Some of these license agreements impose various



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development, commercialization, funding, royalty, diligence, and other obligations on us, which provide that our failure to meet any agreed upon requirements
may allow the licensor to terminate the agreement. Some of our license agreements grant us exclusive licenses to the underlying technologies. If our licensors terminate our license agreements or if we are unable to maintain the exclusivity of our
exclusive license agreements, we may be unable to continue to develop and commercialize certain of our drug candidates. In addition, continued development and commercialization of our drug candidates may require us to secure licenses to additional
technologies. We may not be able to secure these licenses on commercially reasonable terms, if at all.

We may not be able to obtain patent protection
for our technologies and the patent protection we do obtain may not be sufficient to stop our competitors from using similar technology.

The patent positions of pharmaceutical and life science companies, including ours, are generally uncertain and involve complex legal, scientific and factual questions. The procedures and standards that the United States Patent and Trademark
Office and various foreign intellectual property offices use to grant patents, and the standards that courts use to interpret patents, are not always applied predictably or uniformly and may be changed in a significant way and are expected to
continue to change. Consequently, the level of protection, if any, that will be obtained and provided by our patents if we attempt to enforce them, and they are challenged, is uncertain. The long-term success of our business depends in significant
part on our ability to:



| |  |  | obtain patents to protect our technologies and discoveries;
| | - |  | -----------------------------------------------------------



| |  |  | protect trade secrets from disclosure to third-party competitors;
| | - |  | -----------------------------------------------------------------



| |  |  | operate without infringing upon the proprietary rights of others; and
| | - |  | ---------------------------------------------------------------------



| |  |  | prevent others from infringing on our proprietary rights.
| | - |  | ---------------------------------------------------------

Patents may not issue from any of the patent applications that we own or license. If patents do issue, the type and extent of patent claims issued to us may not be sufficient to protect our technology from
exploitation by our competitors. In addition, issued patents that we own or license may be challenged, invalidated or circumvented. Our patents also may not afford us protection against competitors with similar technology. Because patent
applications in the United States and abroad are maintained in secrecy until 18 months after filing, it is possible that third parties have filed or maintained patent applications for technology used by us or covered by our pending patent
applications without our knowledge.

We may not have rights under patents that may cover one or more of our drug candidates. In some cases,
these patents may be owned or controlled by third-party competitors and may prevent or impair our ability to exploit our technology. As a result, we or our current or potential future collaborative partners may be required to obtain licenses under
third-party patents to develop and commercialize some of our drug candidates. If we are unable to secure licenses to such patented technology on acceptable terms, we or our collaborative partners may not be able to develop and commercialize the
affected product candidate or candidates.

We may become involved in expensive and unpredictable litigation, and in particular, patent litigation or
other intellectual property proceedings, which could result in liability for damages or stop our development and commercialization efforts.

Substantial, complex or extended litigation could cause us to incur large expenditures and distract our management, and could result in significant monetary or equitable judgments against us. For example, lawsuits by employees, licensors,
licensees, suppliers, distributors, stockholders, or competitors could be very costly and substantially disrupt our business. Disputes from time to time with such companies or individuals are not uncommon, and we cannot assure that we will always be
able to resolve such disputes out of court or on terms favorable to us. Any claims, with or without merit, and regardless of whether we prevail in the dispute, would be time-consuming, could result in costly litigation and the diversion of technical
and management personnel.

In recent years, there have been substantial litigation and other proceedings regarding patent and other
intellectual property rights in the pharmaceutical and life science industries. We may become a party to patent litigation or other proceedings regarding intellectual property rights.

Situations that may give rise to patent litigation or other disputes over the use of our intellectual property include:



| |  |  | initiation of litigation or other proceedings against third parties to enforce our patent rights, to seek to invalidate the patents held by these third parties or
to obtain a judgment that our drug candidates do not infringe the third parties patents;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | participation in interference proceedings to determine the priority of invention if our competitors file U.S. patent applications that claim technology also claimed
by us;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | initiation of foreign opposition proceedings by third parties that seek to limit or eliminate the scope of our patent protection in a foreign jurisdiction;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | initiation of litigation by third parties claiming that our processes or drug candidates or the intended use of our drug candidates infringe their patent or other
intellectual property rights; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | initiation of litigation by us or third parties seeking to enforce contract rights relating to intellectual property that may be important to our business.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

The costs associated with any patent litigation or other proceeding, even if resolved favorably, will likely be
substantial. Some of our competitors may be able to sustain the cost of such litigation or other proceedings more effectively than we can because of their substantially greater financial resources. If a patent litigation or other intellectual
property proceeding is resolved unfavorably, we or any collaborative partners may be enjoined from manufacturing or selling our products and services without a license from the other party and be held liable for significant damages. Moreover, we may
not be able to obtain required licenses on commercially acceptable terms or any terms at all. In addition, we could be held liable for lost profits if we are found to have infringed a valid patent, or liable for treble damages if we are found to
have willfully infringed a valid patent. Litigation results are highly unpredictable and we or any collaborative partners may not prevail in any patent litigation or other proceeding in which we may become involved. Any changes in, or unexpected
interpretations of the patent laws may adversely affect our ability to enforce our patent position. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could damage our ability to compete in the
marketplace.

Our commercial success will depend in part on our ability to obtain and maintain protection of our intellectual property, which covers
inventions which may have been subject to chemistry or biology related work performed by contract research organizations in China.

We
rely on trade secrets, proprietary know-how and other non-patentable technology, which we seek to protect through agreements containing non-disclosure and intellectual property assignment provisions with the chemists and biologists we have engaged
in China. We cannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets, proprietary know-how and other non-patentable technology will not otherwise become known to, or
be independently developed by, our competitors.

Implementation and enforcement of Chinese intellectual property-related laws has
historically been inconsistent and damages assessed fail to reflect the true value of the infringed technology and its market. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as in the
United States or other countries. Policing unauthorized use of proprietary technology is difficult and expensive, and we might need to resort to litigation to enforce or defend patents issued to us or to determine the enforceability, scope and
validity of our proprietary rights or those of others. The experience and capabilities of Chinese courts in handling intellectual property litigation varies, and outcomes are unpredictable. Further, such litigation may require significant
expenditure of cash and management efforts and could harm our business, financial condition and results of operations. An adverse determination in any such litigation will impair our intellectual property rights and may harm our business, prospects
and reputation.

If we are unable to keep our trade secrets confidential, our technology and proprietary information may be used by others to compete
against us.

We rely significantly upon proprietary technology, information, processes and know-how that are not subject to patent
protection. We seek to protect this information through confidentiality and intellectual property license or assignment provisions in agreements with our employees, consultants and other third-party contractors as well as through other security
measures. The confidentiality and intellectual property provisions of our agreements and security measures may be breached, and we may not have adequate remedies for any such breach. In addition, our trade secrets may otherwise become known or be
independently developed by competitors.

RISKS RELATING TO MANUFACTURING AND SALES

We will depend on collaborators and third-party manufacturers to produce most, if not all, of our products under development, and if these third parties do not
successfully formulate or manufacture these products, our business will be harmed.

We have no manufacturing experience or
manufacturing capabilities. In order to continue to develop drug candidates, apply for regulatory approvals, and commercialize our products under development, we or any collaborators must be able to manufacture products in adequate clinical and
commercial quantities, in compliance with regulatory requirements, including those related to quality control and quality assurance, at acceptable costs and in a timely manner. The manufacture of our



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drug candidates may be complex, difficult to accomplish and difficult to scale-up when large-scale production is required. Manufacture may be subject to
delays, inefficiencies and poor or low yields of quality products. The cost of manufacturing some of our products may make them prohibitively expensive. If supplies of any of our drug candidates or related materials become unavailable or are not
delivered on a timely basis or at all, or are contaminated or otherwise lost, certain preclinical studies and/or clinical trials by us and any collaborators could be seriously delayed. This is due to the fact that such materials are time-consuming
to manufacture and cannot be readily obtained from third-party sources.

To the extent that we or any collaborators seek to enter into
manufacturing arrangements with third parties, we and such collaborators will depend upon these third parties to perform their obligations in a timely and effective manner and in accordance with government regulations. Contract manufacturers may
breach their manufacturing agreements because of factors beyond our control or may terminate or fail to renew a manufacturing agreement based on their own business priorities at a time that is costly or inconvenient for us.

Any contract manufacturers with which we enter into manufacturing arrangements will be subject to ongoing periodic, unannounced inspection by the FDA and
corresponding state and foreign agencies or their designees to ensure strict compliance with current good manufacturing practices and other governmental regulations and corresponding foreign standards. Any failure by our contract manufacturers, any
collaborators or us to comply with applicable regulations could result in sanctions being imposed, including fines, injunctions, civil penalties, failure of regulatory authorities to grant marketing approval of our drug candidates, delays,
suspension or withdrawal of approvals, seizures or recalls of drug candidates, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect our business. If we need to change manufacturers, the FDA and
corresponding foreign regulatory agencies must approve any new manufacturers in advance. This would involve testing and pre-approval inspections to ensure compliance with FDA and foreign regulations and standards.

If third-party manufacturers fail to perform their obligations, our competitive position and ability to generate revenue may be adversely affected in a
number of ways, including;



| |  |  | we and any collaborators may not be able to initiate or continue certain preclinical and/or clinical trials of products that are under development;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we and any collaborators may be delayed in submitting applications for regulatory approvals for our drug candidates; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | we and any collaborators may not be able to meet commercial demands for any approved products.
| | - |  | ----------------------------------------------------------------------------------------------

We have no sales or marketing experience and, as such, will depend significantly on third parties who may not successfully sell our products.

We have no sales, marketing or product distribution experience. If we receive required regulatory approvals, we plan to rely primarily on sales,
marketing and distribution arrangements with third parties, including our collaborative partners. For example, as part of our agreements with Genentech, we have granted Genentech the exclusive rights to distribute certain products resulting from
such collaborations, if any are ever successfully developed. We may have to enter into additional marketing arrangements in the future and we may not be able to enter into these additional arrangements on terms that are favorable to us, if at all.
In addition, we may have limited or no control over the sales, marketing and distribution activities of these third parties and sales through these third parties could be less profitable to us than direct sales. These third parties could sell
competing products and may devote insufficient sales efforts to our products. Our future revenues will be materially dependent upon the success of the efforts of these third parties.

We may seek to independently market products that are not already subject to marketing agreements with other parties. If we determine to perform sales,
marketing and distribution functions ourselves, we could face a number of additional risks, including:



| |  |  | we may not be able to attract and build a significant and skilled marketing staff or sales force;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | the cost of establishing a marketing staff or sales force may not be justifiable in light of the revenues generated by any particular product; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our direct sales and marketing efforts may not be successful.
| | - |  | -------------------------------------------------------------



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Even if we successfully commercialize any products under development, either alone or in collaboration, we face
uncertainty with respect to coverage, pricing, third-party reimbursements and healthcare reform, all of which could affect our future profitability.

Our ability to collect significant royalties from our products may depend on our ability, and the ability of any current or potential future collaboration partners or customers, to obtain adequate levels of coverage
for our products and reimbursement from third-party payers such as:



| |  |  | government health administration authorities;
| | - |  | ---------------------------------------------



| |  |  | private health insurers;
| | - |  | ------------------------



| |  |  | health maintenance organizations;
| | - |  | ---------------------------------



| |  |  | pharmacy benefit management companies; and
| | - |  | ------------------------------------------



| |  |  | other healthcare-related organizations.
| | - |  | ---------------------------------------

Third-party payers may deny coverage or offer inadequate levels of reimbursement if they determine that a prescribed product has not received appropriate clearances from the FDA or other government regulators, is not used in accordance with
cost-effective treatment methods as determined by the third-party payer, or is experimental, unnecessary or inappropriate. If third-party payers deny coverage or offer inadequate levels of reimbursement, we or any collaborators may not be able to
market our products effectively. We also face the risk that we will have to offer our products at prices lower than anticipated as a result of the current trend in the United States towards managed healthcare through health maintenance
organizations. Currently, third-party payers are increasingly challenging the prices charged for medical products and services. Prices could be driven down by health maintenance organizations that control or significantly influence purchases of
healthcare services and products. Existing U.S. laws, such as the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or future legislation to reform healthcare or reduce government insurance programs could also adversely affect
prices of our approved products, if any. The cost-containment measures that healthcare providers are instituting and the results of potential healthcare reforms may prevent us from maintaining prices for our products that are sufficient for us to
realize profits and may otherwise significantly harm our business, financial condition and operating results. In addition, to the extent that our products are marketed outside of the United States, foreign government pricing controls and other
regulations may prevent us from maintaining prices for our products that are sufficient for us to realize profits and may otherwise significantly harm our business, financial condition and operating results.

Recent proposed legislation may permit re-importation of drugs from foreign countries into the United States, including foreign countries where the drugs are sold at
lower prices than in the United States, which could force us to lower the prices at which we sell our products, if approved, and impair our ability to derive revenue from these products.

Legislation has been introduced in the U.S. Congress that, if enacted, would permit more widespread re-importation of drugs from foreign countries into
the United States. This could include re-importation from foreign countries where the drugs are sold at lower prices than in the United States. Such legislation, or similar regulatory changes, could lead to a decrease in the price we receive for any
approved products, which, in turn, could impair our ability to generate revenue. Alternatively, in response to legislation such as this, we might elect not to seek approval for or market our products in foreign jurisdictions in order to minimize the
risk of re-importation, which could also reduce the revenue we generate from our product sales.

RISKS RELATED TO OUR COMMON STOCK

If we fail to meet the requirements for continued listing on the NASDAQ Global Market, our common stock could be delisted from trading, which would
adversely affect the liquidity of our common stock and our ability to raise additional capital.

Our common stock is currently listed
for quotation on the NASDAQ Global Market. We are required to meet specified financial requirements in order to maintain our listing on the NASDAQ Global Market. One such requirement is that we maintain a minimum closing bid price of at least $1.00
per share for our common stock. Our common stock has recently closed at prices that are below the minimum bid price requirement. If our stock price falls below $1.00 per share for 30 consecutive business days, we will receive a deficiency notice
from NASDAQ advising us that we have 180 days to regain compliance by maintaining a minimum bid price of at least $1.00 for a minimum of ten consecutive business days. Under certain circumstances, NASDAQ could require that the minimum bid price
exceed $1.00 for more than ten consecutive days before determining that a company complies with its continued listing standards. Given the continued extraordinary market conditions, however, NASDAQ has suspended the rules requiring a minimum $1.00
closing bid price of publicly held shares. Enforcement of these rules is scheduled to resume on July 20, 2009. If in the future we fail to satisfy the NASDAQ Global



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Markets continued listing requirements, our common stock could be delisted from the NASDAQ Global Market, in which case we may transfer to the NASDAQ
Capital Market, which generally has lower financial requirements for initial listing or, if we fail to meet its listing requirements, the OTC Bulletin Board. Any potential delisting of our common stock from the NASDAQ Global Market would make it
more difficult for our stockholders to sell our stock in the public market and would likely result in decreased liquidity and increased volatility for our common stock.

Our stock price may fluctuate significantly and the market price of our common stock could drop below the price paid.

The trading price of our common stock has been volatile and may continue to be volatile in the future. For example, our stock has traded as high as $1.94 and as low as $0.68 per share for the period January 1,
2008 through April 16, 2009. The stock market, particularly in recent years, has experienced significant volatility with respect to pharmaceutical- and biotechnology-based company stocks. Prices for our stock will be determined in the
marketplace and may be influenced by many factors, including:



| |  |  | announcements regarding new technologies by us or our competitors;
| | - |  | ------------------------------------------------------------------



| |  |  | market conditions in the biotechnology and pharmaceutical sectors;
| | - |  | ------------------------------------------------------------------



| |  |  | rumors relating to us or our competitors;
| | - |  | -----------------------------------------



| |  |  | litigation or public concern about the safety of our potential products;
| | - |  | ------------------------------------------------------------------------



| |  |  | actual or anticipated variations in our quarterly operating results and any subsequent restatement of such results;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | actual or anticipated changes to our research and development plans;
| | - |  | --------------------------------------------------------------------



| |  |  | deviations in our operating results from the estimates of securities analysts;
| | - |  | ------------------------------------------------------------------------------



| |  |  | entering into new collaboration agreements or termination of existing collaboration agreements;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | adverse results or delays in clinical trials being conducted by us or any collaborators;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | any intellectual property or other lawsuits involving us;
| | - |  | ---------------------------------------------------------



| |  |  | third-party sales of large blocks of our common stock;
| | - |  | ------------------------------------------------------



| |  |  | sales of our common stock by our executive officers, directors or significant stockholders;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | equity sales by us of our common stock to fund our operations;
| | - |  | --------------------------------------------------------------



| |  |  | the loss of any of our key scientific or management personnel;
| | - |  | --------------------------------------------------------------



| |  |  | FDA or international regulatory actions; and
| | - |  | --------------------------------------------



| |  |  | general economic and market conditions, including recent adverse changes in the domestic and international financial markets.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------

While we cannot predict the individual effect that these factors may have on the price of our common stock, these factors, either individually or in the
aggregate, could result in significant variations in price during any given period of time. Moreover, in the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price.
This type of litigation could result in substantial costs and divert our managements attention and resources.

The limited liquidity for our
common stock could affect an investors ability to sell our shares at a satisfactory price and makes the trading price of our common stock more volatile.

Our common stock is relatively illiquid. As of March 31, 2009, we had approximately 63.7 million shares of common stock outstanding. The average daily trading volume in the common stock during the prior 50
trading days ending on March 31, 2009 was 207,000 shares. A more active public market for our common stock, however, may not develop, which would continue to adversely affect the trading price and liquidity of the common stock. Moreover, a thin
trading market for the common stock causes the market price for the common stock to fluctuate significantly more than the stock market as a whole. Without a large float, our common stock is less liquid than the stock of companies with broader public
ownership and, as a result, the trading prices of our common stock may be more volatile.

Future sales of shares of our common stock, including upon the
exercise of currently outstanding options and warrants or pursuant to our universal shelf registration statement could negatively affect our stock price.

Most of our outstanding common stock can be traded without restriction at any time. As such, sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or
the perception in the



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market that the holders of a large number of shares intend to sell such shares, could reduce the market price of our common stock. In addition, we have a
significant number of shares that are subject to outstanding options and warrants. The exercise of these options and warrants and the subsequent sale of the underlying common stock could cause a further decline in our stock price. These sales also
might make it difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

We currently
have the ability to offer and sell common stock, preferred stock and warrants under a currently effective universal shelf registration statement. Sales of substantial amounts of shares of our common stock or other securities under our universal
shelf registration statement could lower the market price of our common stock and impair our ability to raise capital through the sale of equity securities. In the future, we may issue additional options, warrants or other derivative securities
convertible into our common stock.

We do not intend to pay dividends on our common stock, and any return to investors will come, if at all, only from
potential increases in the price of our common stock.

At the present time, we intend to use available funds to finance our operations.
Accordingly, while payment of dividends rests within the discretion of our board of directors, no common stock dividends have been declared or paid by us and we have no intention of paying any common stock dividends in the foreseeable future.

Insiders have substantial control over us and could delay or prevent a change in corporate control.

As of March 31, 2009, we believe that our directors, executive officers and principal stockholders, together with their affiliates, owned, in the
aggregate, approximately 38% of our outstanding common stock. As a result, these stockholders, if acting together, may have the ability to determine the outcome of matters submitted to our stockholders for approval, including the election and
removal of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these persons, if acting together, will have the ability to control the management and affairs of our company. Accordingly, this
concentration of ownership may harm the market price of our common stock by:



| |  |  | delaying, deferring or preventing a change in control of our company;
| | - |  | ---------------------------------------------------------------------



| |  |  | impeding a merger, consolidation, takeover or other business combination involving our company; or
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

We have anti-takeover defenses that could delay or prevent an acquisition that our stockholders may consider favorable and the market price of our common stock may be
lower as a result.

Provisions of our certificate of incorporation, our bylaws and Delaware law may have the effect of deterring
unsolicited takeovers or delaying or preventing changes in control of our management, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices. In addition, these provisions
may limit the ability of stockholders to approve transactions that they may deem to be in their best interest. For example, we have divided our board of directors into three classes that serve staggered three-year terms, we may issue shares of our
authorized blank check preferred stock and our stockholders are limited in their ability to call special stockholder meetings.

In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, which prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested
stockholder, generally a person which together with its affiliates owns, or within the last three years has owned, 15% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner. These provisions could discourage, delay or prevent a change in control transaction.



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|Item 6. | EXHIBITS
|------- | --------

(a) Exhibits.

See exhibit index.



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



|                   |  |  |  |             |  |                                                                                                                 
|------------------ |  |  |  | ----------- |  | ----------------------------------------------------------------------------------------------------------------
|                   |  |  |  | CURIS, INC.
|                   |  |  | 
|Dated: May 5, 2009 |  |  |  | By:         |  | /s/ MICHAEL P. GRAY                                                                                             
|                   |  |  |  |             |  | Michael P. Gray Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting
Officer)



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EXHIBIT INDEX



|              |  |                                                                                                                       
|------------- |  | ----------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                           
|31.1          |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act                           
|              | 
|31.2          |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act                           
|              | 
|32.1          |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350
|              | 
|32.2          |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350



39