##### Table of Contents





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 SEPTEMBER 30, 2010

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. Employer Identification 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 |  |  ̈

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 October 25, 2010, there were 75,638,689 shares of the registrants common stock outstanding.









---

##### Table of Contents



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 September 30, 2010 and December 31,
2009                                                             |    |            | 3  | 
|                              |  |                                                                                                                                                 
|                              |  | Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months
 ended September 30, 2010 and 2009 |    |            | 4  | 
|                              |  |                                                                                                                                                 
|                              |  | Condensed Consolidated Statements of Cash Flows for the nine months ended September 
30, 2010 and 2009                                           |    |            | 5  | 
|                              |  |                                                                                                                                                 
|                              |  | Notes to Condensed Consolidated Financial Statements                                                                                             |    |            | 6  | 
|                              |  |                                                                                                                                                 
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                            |    |            | 15 | 
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                       |    |            | 28 | 
|Item 4.                       |  | Controls and Procedures                                                                                                                          |    |            | 28 | 
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                                                                                  |    |           
|                              |  |                                                                                                                                                 
|Item 1A.                      |  | Risk Factors                                                                                                                                     |    |            | 29 | 
|Item 6.                       |  | Exhibits                                                                                                                                         |    |            | 45 | 
|                              | 
|SIGNATURE                     |  |                                                                                                                                                  | 46 |           



2



---

##### Table of Contents



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

CURIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)



|                                                                                                                                                                                                                            |  |                   |              |   |                  |   |              |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------------ | - | ---------------- | - | ------------ | -
|                                                                                                                                                                                                                            |  | September 30,2010 |              |   | December 31,2009 |  
|ASSETS                                                                                                                                                                                                                      |  |                   |              |   |                  |   |              |  
|Current Assets:                                                                                                                                                                                                             |  |                   |              |   |                  |   |              |  
|Cash and cash equivalents                                                                                                                                                                                                   |  | $                 | 11,613,985   |   |                  | $ | 7,275,433    |  
|Marketable securities                                                                                                                                                                                                       |  |                   | 32,083,530   |   |                  |   | 17,759,464   |  
|Short-term investment  restricted                                                                                                                                                                                          |  |                   | 219,458      |   |                  |   | 216,002      |  
|Accounts receivable                                                                                                                                                                                                         |  |                   | 194,996      |   |                  |   | 515,758      |  
|Prepaid expenses and other current assets                                                                                                                                                                                   |  |                   | 459,851      |   |                  |   | 627,183      |  
|                                                                                                                                                                                                                            |  |                   |              |   |                  |   |              |  
|Total current assets                                                                                                                                                                                                        |  |                   | 44,571,820   |   |                  |   | 26,393,840   |  
|                                                                                                                                                                                                                            |  |                   |              |   |                  |   |              |  
|Property and equipment, net                                                                                                                                                                                                 |  |                   | 289,351      |   |                  |   | 715,429      |  
|Long-term investment  restricted                                                                                                                                                                                           |  |                   | 277,546      |   |                  |   |             |  
|Goodwill                                                                                                                                                                                                                    |  |                   | 8,982,000    |   |                  |   | 8,982,000    |  
|Other assets                                                                                                                                                                                                                |  |                   | 93,670       |   |                  |   | 7,980        |  
|                                                                                                                                                                                                                            |  |                   |              |   |                  |   |              |  
|Total assets                                                                                                                                                                                                                |  | $                 | 54,214,387   |   |                  | $ | 36,099,249   |  
|                                                                                                                                                                                                                            |  |                   |              |   |                  |   |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                        |  |                   |              |   |                  |   |              |  
|Current Liabilities:                                                                                                                                                                                                        |  |                   |              |   |                  |   |              |  
|Accounts payable                                                                                                                                                                                                            |  | $                 | 1,630,027    |   |                  | $ | 1,561,914    |  
|Accrued liabilities                                                                                                                                                                                                         |  |                   | 864,696      |   |                  |   | 1,009,244    |  
|Deferred revenue                                                                                                                                                                                                            |  |                   |             |   |                  |   | 475,833      |  
|                                                                                                                                                                                                                            |  |                   |              |   |                  |   |              |  
|Total current liabilities                                                                                                                                                                                                   |  |                   | 2,494,723    |   |                  |   | 3,046,991    |  
|Warrants                                                                                                                                                                                                                    |  |                   | 1,082,420    |   |                  |   |             |  
|                                                                                                                                                                                                                            |  |                   |              |   |                  |   |              |  
|Total liabilities                                                                                                                                                                                                           |  |                   | 3,577,143    |   |                  |   | 3,046,991    |  
|                                                                                                                                                                                                                            |  |                   |              |   |                  |   |              |  
|                                                                                                                                                                                                                            |  |                  
|Commitments                                                                                                                                                                                                                 |  |                   |              |   |                  |   |              |  
|Stockholders Equity:                                                                                                                                                                                                       |  |                   |              |   |                  |   |              |  
|Common stock, $0.01 par value125,000,000 shares authorized; 76,686,396 shares issued and 75,638,689 shares outstanding at
September 30, 2010; and 68,360,067 shares issued and 67,312,360 outstanding at December 31, 2009 |  |                   | 766,864      |   |                  |   | 683,601      |  
|Additional paid-in capital                                                                                                                                                                                                  |  |                   | 767,351,425  |   |                  |   | 751,068,635  |  
|Treasury stock (at cost, 1,047,707 shares)                                                                                                                                                                                  |  |                   | (891,274     | ) |                  |   | (891,274     | )
|Deferred compensation                                                                                                                                                                                                       |  |                   | (1,408       | ) |                  |   | (15,904      | )
|Accumulated deficit                                                                                                                                                                                                         |  |                   | (716,621,958 | ) |                  |   | (717,793,437 | )
|Accumulated other comprehensive income                                                                                                                                                                                      |  |                   | 33,595       |   |                  |   | 637          |  
|                                                                                                                                                                                                                            |  |                   |              |   |                  |   |              |  
|Total stockholders equity                                                                                                                                                                                                  |  |                   | 50,637,244   |   |                  |   | 33,052,258   |  
|                                                                                                                                                                                                                            |  |                   |              |   |                  |   |              |  
|Total liabilities and stockholders equity                                                                                                                                                                                  |  | $                 | 54,214,387   |   |                  | $ | 36,099,249   |  
|                                                                                                                                                                                                                            |  |                   |              |   |                  |   |              |  

See accompanying notes to unaudited condensed consolidated financial statements.



3



---

##### Table of Contents



CURIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited)



|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|----------------------------------------------- |  | ------------------------------- | ---------- | - | ------------------------------ | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                |  | Three Months
EndedSeptember 30, |            |   | Nine Months
EndedSeptember 30, |  
|                                                |  | 2010                            |            |   | 2009                           |   |            | 2010 |  |   | 2009       |  
|REVENUES:                                       |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|License fees                                    |  | $                               | 3,180,000  |   |                                | $ | 666,666    |      |  | $ | 15,655,833 |   |  | $ | 6,666,666  |  
|Research and development                        |  |                                 | 62,310     |   |                                |   | 98,647     |      |  |   | 243,445    |   |  |   | 199,037    |  
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Total revenues                                  |  |                                 | 3,242,310  |   |                                |   | 765,313    |      |  |   | 15,899,278 |   |  |   | 6,865,703  |  
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|                                                |  |                                 |            |  
|COSTS AND EXPENSES:                             |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Research and development                        |  |                                 | 3,008,594  |   |                                |   | 2,295,997  |      |  |   | 7,721,140  |   |  |   | 7,493,123  |  
|General and administrative                      |  |                                 | 1,998,701  |   |                                |   | 2,566,475  |      |  |   | 8,205,523  |   |  |   | 6,691,403  |  
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Total costs and expenses                        |  |                                 | 5,007,295  |   |                                |   | 4,862,472  |      |  |   | 15,926,663 |   |  |   | 14,184,526 |  
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Loss from operations                            |  |                                 | (1,764,985 | ) |                                |   | (4,097,159 | )    |  |   | (27,385    | ) |  |   | (7,318,823 | )
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|                                                |  |                                 |            |  
|OTHER INCOME:                                   |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Interest income                                 |  |                                 | 42,686     |   |                                |   | 36,863     |      |  |   | 100,729    |   |  |   | 202,200    |  
|Change in fair value of warrant liability       |  |                                 | 207,500    |   |                                |   |           |      |  |   | 1,098,135  |   |  |   |           |  
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Total other income                              |  |                                 | 250,186    |   |                                |   | 36,863     |      |  |   | 1,198,864  |   |  |   | 202,200    |  
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Net (loss) income                               |  | $                               | (1,514,799 | ) |                                | $ | (4,060,296 | )    |  | $ | 1,171,479  |   |  | $ | (7,116,623 | )
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Basic net (loss) income per common share        |  | $                               | (0.02      | ) |                                | $ | (0.06      | )    |  | $ | 0.02       |   |  | $ | (0.11      | )
|Diluted net (loss) income per common share      |  | $                               | (0.02      | ) |                                | $ | (0.06      | )    |  | $ | 0.02       |   |  | $ | (0.11      | )
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Basic weighted average common shares            |  |                                 | 75,623,465 |   |                                |   | 66,270,778 |      |  |   | 74,720,168 |   |  |   | 64,516,816 |  
|Diluted weighted average common shares          |  |                                 | 75,623,465 |   |                                |   | 66,270,778 |      |  |   | 77,400,608 |   |  |   | 64,516,816 |  
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Net (loss) income                               |  | $                               | (1,514,799 | ) |                                | $ | (4,060,296 | )    |  | $ | 1,171,479  |   |  | $ | (7,116,623 | )
|Unrealized gain (loss) on marketable securities |  |                                 | 10,172     |   |                                |   | (6,199     | )    |  |   | 32,958     |   |  |   | (78,226    | )
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  
|Comprehensive (loss) income                     |  | $                               | (1,504,627 | ) |                                | $ | (4,066,495 | )    |  | $ | 1,204,437  |   |  | $ | (7,194,849 | )
|                                                |  |                                 |            |   |                                |   |            |      |  |   |            |   |  |   |            |  

See accompanying notes to unaudited condensed consolidated financial statements.



4



---

##### Table of Contents



CURIS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                                           |  |                                |             |   |      |   |             |  
|---------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ----------- | - | ---- | - | ----------- | -
|                                                                                                           |  | Nine Months
EndedSeptember 30, |            
|                                                                                                           |  | 2010                           |             |   | 2009 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                      |  |                                |             |   |      |   |             |  
|Net income (loss)                                                                                          |  | $                              | 1,171,479   |   |      | $ | (7,116,623  | )
|Adjustments to reconcile net income (loss) to net cash used in operating activities:                       |  |                                |             |   |      |   |             |  
|Depreciation and amortization                                                                              |  |                                | 521,821     |   |      |   | 566,050     |  
|Stock-based compensation expense                                                                           |  |                                | 1,664,063   |   |      |   | 1,484,748   |  
|Change in fair value of warrant liability                                                                  |  |                                | (1,098,135  | ) |      |   |            |  
|Non-cash interest income                                                                                   |  |                                | (19,843     | ) |      |   |            |  
|Changes in current assets and liabilities:                                                                 |  |                                |             |   |      |   |             |  
|Accounts receivable                                                                                        |  |                                | 320,762     |   |      |   | (119,638    | )
|Prepaid expenses and other assets                                                                          |  |                                | 81,642      |   |      |   | (58,654     | )
|Accounts payable and accrued liabilities                                                                   |  |                                | (76,435     | ) |      |   | (675,698    | )
|Deferred revenue                                                                                           |  |                                | (475,833    | ) |      |   | 1,458,334   |  
|                                                                                                           |  |                                |             |   |      |   |             |  
|Total adjustments                                                                                          |  |                                | 918,042     |   |      |   | 2,655,142   |  
|                                                                                                           |  |                                |             |   |      |   |             |  
|Net cash provided by (used in) operating activities                                                        |  |                                | 2,089,521   |   |      |   | (4,461,481  | )
|                                                                                                           |  |                                |             |   |      |   |             |  
|                                                                                                           |  |                               
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                      |  |                                |             |   |      |   |             |  
|Purchase of marketable securities                                                                          |  |                                | (53,897,181 | ) |      |   | (28,843,925 | )
|Sale of marketable securities                                                                              |  |                                | 39,625,916  |   |      |   | 27,048,746  |  
|Increase in restricted cash                                                                                |  |                                | (281,002    | ) |      |   | (5,995      | )
|Purchases of property and equipment                                                                        |  |                                | (95,743     | ) |      |   | (7,471      | )
|                                                                                                           |  |                                |             |   |      |   |             |  
|Net cash used in investing activities                                                                      |  |                                | (14,648,010 | ) |      |   | (1,808,645  | )
|                                                                                                           |  |                                |             |   |      |   |             |  
|                                                                                                           |  |                               
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                      |  |                                |             |   |      |   |             |  
|Proceeds from registered direct offering of common stock and warrants, net of issuance costs of $1,310,000 |  |                                | 14,942,317  |   |      |   |            |  
|Proceeds from issuance of common stock and exercise of warrants                                            |  |                                | 1,954,724   |   |      |   | 2,915,132   |  
|                                                                                                           |  |                                |             |   |      |   |             |  
|Net cash provided by financing activities                                                                  |  |                                | 16,897,041  |   |      |   | 2,915,132   |  
|                                                                                                           |  |                                |             |   |      |   |             |  
|                                                                                                           |  |                               
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                       |  |                                | 4,338,552   |   |      |   | (3,354,994  | )
|                                                                                                           |  |                               
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                             |  |                                | 7,275,433   |   |      |   | 10,158,795  |  
|                                                                                                           |  |                                |             |   |      |   |             |  
|CASH AND CASH EQUIVALENTS, END OF PERIOD                                                                   |  | $                              | 11,613,985  |   |      | $ | 6,803,801   |  
|                                                                                                           |  |                                |             |   |      |   |             |  

See accompanying notes to unaudited condensed consolidated financial statements.



5



---

##### Table of Contents



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. Curis is building upon its past experiences in targeting signaling pathways, including the Hedgehog signaling pathway,
in its efforts to develop targeted cancer therapies. Curis conducts 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, preclinical and clinical stage drug candidates in its internally funded programs, unproven technologies and drug development approaches,
reliance on corporate collaborators and licensees 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.

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 September 30, 2010 should enable the Company to maintain its current and
planned operations into the second half of 2012. The Companys ability to continue funding its planned operations beyond the second half of 2012 is dependent upon, among other things, the success of its collaborations with Genentech and
Debiopharm and receipt of additional cash payments under these collaborations, its ability to control expenses and its ability to raise additional funds through equity or debt financings (see Note 7), 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, 2009, as filed with the Securities and Exchange Commission on March 3, 2010.

In the
opinion of management, the unaudited financial statements contain all adjustments (all of which were considered normal and recurring) necessary for a fair statement of the Companys financial position at September 30, 2010, the results of
operations condensed for the three- and nine-month periods ended September 30, 2010 and 2009 and cash flows for the nine month periods ended September 30, 2010 and 2009. The preparation of the Companys Condensed Consolidated
Financial Statements in conformity with accounting principles generally accepted in the U.S., referred to herein as U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts and disclosure of certain assets
and liabilities at the balance sheet date. Such estimates include revenue recognition, the collectibility of receivables, the carrying value of property and equipment and goodwill, and the value of certain investments and liabilities, including the
value of its warrant liability. 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



6



---

##### Table of Contents

CURIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



candidates. The terms of these agreements may provide for the Companys licensees and collaborators to agree to make non-refundable up-front license fee payments, research and development
funding payments, contingent cash payments based upon achievement of clinical development and regulatory objectives and royalties on product sales if any products are successfully commercialized. 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 March 3, 2010 as well as Note 13 related to new revenue accounting pronouncements.

Amounts received prior to satisfying the Companys revenue recognition criteria are recorded as deferred revenue in the
accompanying Consolidated Balance Sheets. As of September 30, 2010, the Company had no deferred revenue related to its collaborations. In the first quarter of 2010, the Company recognized $476,000 in revenue that was deferred at
December 31, 2009 as it had no ongoing material performance obligations under the respective agreements.

4. Debiopharm License
Agreement

During the nine months ended September 30, 2010, the Company recorded $11,333,000 in license fee revenues
from its August 2009 Hsp90 license agreement with Debiopharm SA. Under the terms of this agreement the Company received a $2,000,000 up-front license fee upon execution of the agreement in August 2009. The Company amortized this payment over its
estimated performance period under this agreement, which concluded during the first quarter of 2010 and resulted in the recognition of $333,000 in license fee revenue during the nine-month period ended September 30, 2010. In addition, the
Company earned $8,000,000 under this agreement in March 2010 upon acceptance by French regulatory authorities of Debiopharms clinical trial application for Hsp90 inhibitor, Debio 0932, and $3,000,000 in July 2010 upon Debiopharms
treatment of the fifth patient in its ongoing phase I clinical trial. The Company recorded $3,000,000 and $11,000,000 as revenue within License Fees in the Revenues section of its Condensed Consolidated Statement of Operations for the
three and nine months ended September 30, 2010 because the Company has no ongoing material performance obligations under the agreement.

5. Genentech, Inc. Collaboration

In the first quarter of 2009, the Company received a payment of $6,000,000 from Genentech, Inc. under the parties June 2003 Hedgehog pathway inhibitor collaboration. This payment was made 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. The
Company has recorded this amount as revenue within License Fees in the Revenues section of its Condensed Consolidated Statement of Operations for the nine months ended September 30, 2009 because the Company has no ongoing material
performance obligations under the collaboration.

6. Fair Value Measurements

The Company discloses fair value measurements based on a framework outlined by U.S. GAAP, which requires expanded disclosures regarding
fair value measurements. U.S. GAAP also 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 short- and long-term restricted investments. As of September 30, 2010, the Company held cash equivalents of $9,653,000 and marketable securities of $32,084,000. The Companys marketable securities
are investments with original maturities of greater than three months from the date of purchase, but less than twelve months from the balance sheet date, and consist of commercial paper, corporate bonds 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 and U.S. Treasury money market funds.
 The Company also had a short-term restricted investment of $219,000 and a long-term
restricted investment of $278,000 as of September 30, 2010 that were solely comprised of certificates of deposit pursuant to the requirements of the Companys real property leases.



7



---

##### Table of Contents

CURIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)





|        |  |                                                                                                                                                                                                                                                                                                                                                                               
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 September 30, 2010.
|        | 
|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s warrant
liability was valued at September 30, 2010 using a probability-weighted Black-Scholes model, discussed further in Note 7, and is therefore classified as Level 3.                                       

In accordance with the fair value hierarchy, the following table shows the fair value as of September 30, 2010 and December 31,
2009, of those financial assets that are measured at fair value on a recurring basis, according to the valuation techniques the Company used to determine their fair market value. No financial assets are measured at fair value on a nonrecurring basis
at September 30, 2010 or December 31, 2009.



|                                            |  |                                         |            |  |                                 |   |   |                              |  |   |            |  |  |   |            | 
|------------------------------------------- |  | --------------------------------------- | ---------- |  | ------------------------------- | - | - | ---------------------------- |  | - | ---------- |  |  | - | ---------- | 
|                                            |  | Quoted Prices inActive Markets(Level 1) |            |  | OtherObservableInputs (Level 2) |   |   | UnobservableInputs (Level 3) |  |   | Fair Value | 
|As of September 30, 2010:                   |  |                                         |            |  |                                 |   |   |                              |  |   |            |  |  |   |            | 
|Cash equivalents                            |  |                                         |            |  |                                 |   |   |                              |  |   |            |  |  |   |            | 
|Money market funds                          |  | $                                       | 7,123,000  |  |                                 | $ |  |                              |  | $ |           |  |  | $ | 7,123,000  | 
|Municipal bonds                             |  |                                         | 2,530,000  |  |                                 |   |  |                              |  |   |           |  |  |   | 2,530,000  | 
|Investments                                 |  |                                         |            |  |                                 |   |   |                              |  |   |            |  |  |   |            | 
|US government obligations                   |  |                                         | 4,010,000  |  |                                 |   |  |                              |  |   |           |  |  |   | 4,010,000  | 
|Corporate commercial paper, bonds and notes |  |                                         | 28,074,000 |  |                                 |   |  |                              |  |   |           |  |  |   | 28,074,000 | 
|Restricted investments (CDs)               |  |                                         | 497,000    |  |                                 |   |  |                              |  |   |           |  |  |   | 497,000    | 
|                                            |  |                                         |            |  |                                 |   |   |                              |  |   |            |  |  |   |            | 
|                                            |  |                                         |            | 
|Total assets at fair value                  |  | $                                       | 42,234,000 |  |                                 | $ |  |                              |  | $ |           |  |  | $ | 42,234,000 | 
|                                            |  |                                         |            |  |                                 |   |   |                              |  |   |            |  |  |   |            | 
|                                            |  |                                         |            | 
|As of December 31, 2009:                    |  |                                         |            |  |                                 |   |   |                              |  |   |            |  |  |   |            | 
|Cash equivalents                            |  |                                         |            |  |                                 |   |   |                              |  |   |            |  |  |   |            | 
|Money market funds                          |  | $                                       | 5,422,000  |  |                                 | $ |  |                              |  | $ |           |  |  | $ | 5,422,000  | 
|Corporate bonds and notes                   |  |                                         | 1,000,000  |  |                                 |   |  |                              |  |   |           |  |  |   | 1,000,000  | 
|Investments                                 |  |                                         |            |  |                                 |   |   |                              |  |   |            |  |  |   |            | 
|US government obligations                   |  |                                         | 14,261,000 |  |                                 |   |  |                              |  |   |           |  |  |   | 14,261,000 | 
|Corporate bonds and notes                   |  |                                         | 3,498,000  |  |                                 |   |  |                              |  |   |           |  |  |   | 3,498,000  | 
|Restricted investments (CD)                 |  |                                         | 216,000    |  |                                 |   |  |                              |  |   |           |  |  |   | 216,000    | 
|                                            |  |                                         |            |  |                                 |   |   |                              |  |   |            |  |  |   |            | 
|                                            |  |                                         |            | 
|Total assets at fair value                  |  | $                                       | 24,397,000 |  |                                 | $ |  |                              |  | $ |           |  |  | $ | 24,397,000 | 
|                                            |  |                                         |            |  |                                 |   |   |                              |  |   |            |  |  |   |            | 

The following table rolls forward the fair value of the Companys warrant liability, the fair value of
which is determined by Level 3 inputs for the nine months ended September 30, 2010:



|                              |  |   |            |  
|----------------------------- |  | - | ---------- | -
|Balance at December 31, 2009  |  | $ |           |  
|                              |  |   |            |  
|Issuance of new warrants      |  |   | 2,180,000  |  
|Change in fair value          |  |   | (1,098,000 | )
|                              |  |   |            |  
|Balance at September 30, 2010 |  | $ | 1,082,000  |  
|                              |  |   |            |  

7. Common Stock and Warrant Liability

On January 27, 2010, the Company completed a registered direct offering of 6,449,288 units with each unit consisting of (i) one share of the Companys common stock and (ii) one warrant
to purchase 0.25 of one share of common stock at a purchase price of $2.52 per unit. The Company received net proceeds from the sale of the units, after deducting offering expenses, of approximately $14,942,000.



8



---

##### Table of Contents

CURIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)





In connection with
this offering, the Company issued warrants to purchase an aggregate of 1,612,322 shares of common stock. The warrants have an initial exercise price of $3.55 per share and a five-year term. The warrants include certain protective features for the
benefit of the warrantholder, including an exercise price adjustment clause and a possible cash-settlement option in the event of a change of control until the later to occur of (i) two years from the date of original issuance of the warrant
and (ii) the date upon which Genentech or Roche submits a new drug application (NDA) for GDC-0449. Due to these terms, the warrants were deemed to be a liability and, therefore, the fair value of the warrants was recorded in the liability
section of the Condensed Consolidated Balance Sheet as of September 30, 2010. The Company estimated that the fair value of the warrants at issuance was $2,180,000 using a Black-Scholes option pricing model under various probability-weighted
outcomes which take into consideration the protective, but limited, cash-settlement feature of the warrants with the following assumptions assigned to the varying outcomes: expected volatilities of 69.8% and 80%, risk free interest rates ranging
from 1.42% to 2.38%, expected lives of three to five years and no dividends. The Company estimated that the fair value of the warrants at September 30, 2010 was $1,082,000 using this same model with the following assumptions assigned to the
varying outcomes: expected volatilities of 77.7% and 95.2%, risk free interest rates ranging from 0.6% to 1.1%, expected lives of three to four years and no dividends. The warrants will be revalued each reporting period with updated assumptions, and
the resulting change in fair value of the warrant liability will be recognized in the Consolidated Statement of Operations. The Company recorded other income of approximately $208,000 and $1,098,000 for the three and nine months ended
September 30, 2010, respectively, as a result of a change in the fair value of the warrant liability that was primarily due to a decrease in the Companys stock price since issuance of the warrants.

As of December 31, 2009, the Company had warrants outstanding to purchase an aggregate of 1,742,671 shares of its common stock at an
exercise price of $1.02 per share under its August 2007 private placement, all of which had been accounted for within stockholders equity. In the first quarter of 2010, the Company received proceeds of $1,778,000 upon the exercise of all of
these warrants. In the third quarter of 2009, the Company received proceeds of $2,700,000 upon the exercise of warrants to purchase an aggregate of 2,632,198 shares of the Companys common stock that were also issued under this same private
placement.

8. Micromet Settlement

On February 4, 2010, the Company entered into a settlement, mutual release and termination agreement with Micromet, Inc. to resolve a claim filed by the Company relating to a June 2001 agreement
between the Company and Micromets wholly owned subsidiary Micromet AG associated with the Companys Single Chain Peptide technology. Under the June 2001 agreement, Micromet AG acquired from the Company certain intellectual property assets
relating to single chain antibodies, including patents and license agreements. Pursuant to the settlement agreement, Micromet made a final payment of $4,000,000 during the first quarter of 2010 to the Company in order to settle the dispute and
discharge and terminate all future payment obligations that would have arisen under the June 2001 Agreement. The Company has recorded the $4,000,000 within the License fee revenue line item in the Consolidated Statement of Operations for
the six months ended June 30, 2010. During the first quarter of 2010, the Company incurred approximately $1,526,000 in legal fees and expenses through the settlement date. During the nine months ended September 30, 2009, the Company had
incurred $631,000 related to this matter. No significant charges have been incurred since the quarter ended March 31, 2010. These costs are included within the General and Administrative expense line item of the Consolidated
Statement of Operations for the respective periods.

9. Accrued Liabilities

Accrued liabilities consist of the following:



|                       |  |                   |         |  |                  |   |           | 
|---------------------- |  | ----------------- | ------- |  | ---------------- | - | --------- | 
|                       |  | September 30,2010 |         |  | December 31,2009 |  
|Accrued compensation   |  | $                 | 523,000 |  |                  | $ | 501,000   | 
|Professional fees      |  |                   | 132,000 |  |                  |   | 157,000   | 
|Facility-related costs |  |                   | 100,000 |  |                  |   | 194,000   | 
|Other                  |  |                   | 110,000 |  |                  |   | 157,000   | 
|                       |  |                   |         |  |                  |   |           | 
|Total                  |  | $                 | 865,000 |  |                  | $ | 1,009,000 | 
|                       |  |                   |         |  |                  |   |           | 



9



---

##### Table of Contents

CURIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)





10. Entry into New
Facility Lease

Effective September 16, 2010, the Company entered into a lease agreement with the Trustees of
Lexington Office Realty Trust pursuant to which the Company has agreed to lease 24,529 square feet of property to be used for office, research and laboratory located at 4 Maguire Road in Lexington, Massachusetts. The Company intends to move all of
its operations currently conducted at 45 Moulton Street, Cambridge, Massachusetts to the newly leased property before the 45 Moulton Street lease expiration date of December 31, 2010.

The term of the lease agreement commences on the later of December 1, 2010 or the date that contractually-specified building
upgrades, modifications and repairs are substantially complete to allow for the Company to occupy the leased property and expires seven years and two months from such date. The Company currently anticipates that the term will begin on
December 1, 2010. The Company has the option to extend the term for one additional five-year period upon the Companys written notice to the lessor at least one year and no more than 18 months in advance of the extension. The Company also
has the option to terminate the lease agreement after three years, referred to as the early termination option, upon the Companys written notice to the lessor no later than the second anniversary of the rent commencement date as defined in the
lease agreement. Concurrently with such notice, the Company is required to pay a termination fee to the lessor equal to the sum of two months base rent at the rate for the third year of the term and 65.46% of the value of certain transaction
expenses incurred by the lessor. The maximum fee for exercising this early termination option is $772,000.

The total cash
obligation for the base rent over the initial term of the lease agreement is approximately $4,401,000. In addition to the base rent, the Company is also responsible for its share of operating expenses and real estate taxes, in accordance with the
terms of the lease agreement. The Company has provided a security deposit to the lessor in the form of an irrevocable letter of credit in the amount of $278,000, and has classified this amount as a restricted long-term investment in the
Companys Consolidated Balance Sheet as of September 30, 2010. The security deposit may be reduced by up to $125,000 over time in accordance with the terms of the lease agreement. The lessor has agreed to pay up to $789,000 for certain
upgrades and repairs to be made to the leased property.

If the Company is considered in default under the terms of the lease
agreement and fails to cure such default in the applicable time period, the lessor may terminate the lease agreement and the Company will be required to pay the difference between the remaining rent payments through the expiration of the lease
agreement and any rental income from reletting the leased property over such time period, after deducting any expenses incurred in connection with such reletting. Circumstances which may be considered a default under the lease agreement include the
failure to timely pay any rent obligations and the filing by the Company of a petition for liquidation or reorganization under bankruptcy law.

11. Accounting for Stock-Based Compensation

As of June 30, 2010, the Company had two shareholder-approved, share-based compensation plans: the 2010 Stock Incentive Plan and the 2010 Employee Stock Purchase Plan. These plans were adopted by the
Board of Directors in April 2010 and approved by shareholders in June 2010. The Company can issue up to 6,000,000 shares of its common stock pursuant to awards granted under the 2010 Stock Incentive Plan and a total of up to 500,000 shares of common
stock may be purchased under the 2010 Employee Stock Purchase Plan.

The 2010 Stock Incentive Plan permits the granting of
incentive and non-qualified stock options and stock awards to employees, officers, directors, and consultants of the Company and its subsidiaries at prices determined by the Companys Board of Directors. Options become exercisable as determined
by the Board of Directors and expire up to 10 years from the date of grant. The 2010 Stock Incentive Plan uses a fungible share concept under which each share of stock subject to awards granted as options and stock appreciation rights,
will cause one share per share under the award to be removed from the available share pool, while each share of stock subject to awards granted as restricted stock, restricted stock units, other stock-based awards or performance awards where the
price charged for the award is less than 100% of the fair market value of the Companys common stock will cause 1.22 shares per share under the award to be removed from the available share pool. As of September 30, 2010, the Company had
granted options to purchase 31,000 shares of the Companys common stock, each with an exercise price equal to the fair market value on the date of grant.

Under the 2010 Employee Stock Purchase Plan, eligible employees may purchase shares of the Companys common stock at 85% of the lower closing market price of the common stock at the beginning or
ending date of the purchase period, as defined. The Company has two six-month purchase periods per year, with the initial purchase period under the plan commencing on June 15, 2010 and ending on December 14, 2010.



10



---

##### Table of Contents

CURIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)





In the first
quarter of 2010, the Companys shareholder-approved, share-based 2000 Stock Incentive Plan had expired in accordance with its terms and its 2000 Director Stock Option Plan had no available shares remaining under the plan. No additional awards
will be made under these plans, although all outstanding awards under these plans will remain in effect. For a complete discussion of the Companys former share-based compensation plans, see Note 5 included in the Companys Annual Report
on Form 10-K for the year ended December 31, 2009, as previously filed with the Securities and Exchange Commission on March 3, 2010.

During the nine months ended September 30, 2010 and consistent with past practices, the Companys Board of Directors granted options to purchase a total of 878,500 shares of the Companys
common stock to officers and employees of the Company, of which options to purchase 872,500 shares of common stock were granted under the 2000 Stock Incentive Plan prior to its expiration and options to purchase 6,000 shares of common stock were
granted under the 2010 Stock Incentive 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 nine months ended September 30, 2010, the Companys Board of Directors also granted options to its non-employee
directors to purchase 235,000 shares of common stock under the 2000 and 2010 Stock Incentive Plans. Of this amount, options to purchase 210,000 shares of common stock were granted under the 2000 Stock Incentive Plan prior to its expiration, were
fully vested on the February 2, 2010 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 the date of grant. The remaining options to purchase 25,000
shares of common stock were granted under the 2010 Stock Incentive Plan to a newly appointed director and will vest over a four-year period and bear an exercise price that is equal to the closing market price of the Companys common stock on
the NASDAQ Global Market on the June 3, 2010 grant date.

Employee and Director Grants

In determining the fair value of stock options, the Company uses the Black-Scholes option pricing model. The Company calculated the
Black-Scholes value of employee options awarded during the nine months ended September 30, 2010 and 2009 using the Black-Scholes valuation model based on the assumptions noted in the following table:



|                                  |  |                                        |         |   |      |  |         |  
|--------------------------------- |  | -------------------------------------- | ------- | - | ---- |  | ------- | -
|                                  |  | For the nine monthsended
September 30, |        
|                                  |  | 2010                                   |         |   | 2009 | 
|Expected term (years) - Employees |  |                                        | 6       |   |      |  | 6       |  
|Expected term (years) - Directors |  |                                        | 6       |   |      |  | 6       |  
|Risk-free interest rate           |  |                                        | 2.6-2.8 | % |      |  | 2.1-2.6 | %
|Volatility                        |  |                                        | 69      | % |      |  | 67-82   | %
|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.

The aggregate intrinsic value of employee options outstanding at September 30, 2010 was
$718,000, of which $531,000 related to exercisable options. The weighted average grant-date fair values of stock options granted during the nine months ended September 30, 2010 and 2009 were $1.46 and $1.18, respectively. As of
September 30, 2010, there was approximately $2,103,000, net of the impact of estimated forfeitures, of unrecognized compensation cost related to unvested employee and director stock option awards outstanding under the 2000 and 2010 Stock
Incentive Plans that is expected to be recognized as expense over a weighted average period of 2.27 years. The intrinsic values of employee stock options exercised during the nine months ended September 30, 2010 and 2009 were $124,000 and
$79,000, respectively. The total fair values of vested stock options for the nine months ended September 30, 2010 and 2009 were $2,030,000 and $1,270,000, respectively.



11



---

##### Table of Contents

CURIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)





The Company
recorded $317,000 and $1,680,000 in compensation expense for the three and nine months ended September 30, 2010, respectively, and $438,000 and $1,412,000 in compensation expense for the three and nine months ended September 30, 2009,
respectively, related to employee and director stock option grants. Certain stock options to purchase a total of 816,500 shares of the Companys common stock were issued to employees of the Company in 2008 and 2007 in which vesting was tied to
a performance condition. These options immediately vested upon the consummation of a collaboration, licensing or other similar agreement regarding programs under the Companys targeted cancer programs that included an up-front cash payment of
at least $10,000,000 excluding any equity investment in the Company and subject to the employees continued employment. The Companys Compensation Committee of its Board of Directors determined that the performance condition underlying
these options was met in conjunction with the Debiopharm licensing agreement. Receipt of the March 2010 payment from Debiopharm resulted in the immediate vesting of these options and the Company recorded approximately $477,000 in additional stock
compensation expense during the nine months ended September 30, 2010.

Non-Employee Grants

The Company has periodically 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 consultant terminate the consulting agreement, any unvested options will be cancelled. Unvested non-employee
options are marked-to-market, which means that as the Companys stock price fluctuates, the related expense either increases or decreases. The Company recorded no expense related to non-employee stock options for the three months ended
September 30, 2010 and reversed expense of $16,000 for the nine months ended September 30, 2010, as a result of a decline in the Companys stock price during the period. The Company recognized expense of $31,000 and $73,000 related to
non-employee stock options for the three and nine months ended September 30, 2009, respectively. As of September 30, 2010, the Company had recorded $1,000 in deferred compensation related to unvested non-employee options.

Total Stock-Based Compensation Expense

For the three and nine months ended September 30, 2010 and 2009, 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 Income (Loss):



|                                       |  |                                         |         |  |                                         |   |         |      |  |   |           |  |  |   |           | 
|-------------------------------------- |  | --------------------------------------- | ------- |  | --------------------------------------- | - | ------- | ---- |  | - | --------- |  |  | - | --------- | 
|                                       |  | For the three months endedSeptember 30, |         |  | For the nine months 
endedSeptember 30, |  
|                                       |  | 2010                                    |         |  | 2009                                    |   |         | 2010 |  |   | 2009      | 
|Research and development expenses      |  | $                                       | 145,000 |  |                                         | $ | 188,000 |      |  | $ | 529,000   |  |  | $ | 526,000   | 
|General and administrative expenses    |  |                                         | 172,000 |  |                                         |   | 281,000 |      |  |   | 1,135,000 |  |  |   | 959,000   | 
|                                       |  |                                         |         |  |                                         |   |         |      |  |   |           |  |  |   |           | 
|Total stock-based compensation expense |  | $                                       | 317,000 |  |                                         | $ | 469,000 |      |  | $ | 1,664,000 |  |  | $ | 1,485,000 | 
|                                       |  |                                         |         |  |                                         |   |         |      |  |   |           |  |  |   |           | 

The table below summarizes options outstanding and exercisable under the 2010 Stock Incentive Plan, the 2000
Stock Incentive Plan and the 2000 Director Stock Option Plan at September 30, 2010:



|                     |  |                     |            |  |                                                    |  |      |                                        |  |   |                 |  |  |                                        |           |  |  |   |      | 
|-------------------- |  | ------------------- | ---------- |  | -------------------------------------------------- |  | ---- | -------------------------------------- |  | - | --------------- |  |  | -------------------------------------- | --------- |  |  | - | ---- | 
|                     |  | Options Outstanding |            |  | Options Exercisable                                | 
|Exercise Price Range |  | Number ofShares     |            |  | WeightedAverageRemainingContractualLife (in years) |  |      | WeightedAverageExercise Priceper Share |  |   | Number ofShares |  |  | WeightedAverageExercise Priceper Share |          
|$ 0.79 - $ 1.27      |  |                     | 1,986,380  |  |                                                    |  | 7.49 |                                        |  | $ | 1.01            |  |  |                                        | 1,356,282 |  |  | $ | 0.98 | 
|1.29 -    1.43       |  |                     | 3,010,792  |  |                                                    |  | 6.85 |                                        |  |   | 1.40            |  |  |                                        | 2,447,410 |  |  |   | 1.40 | 
|1.50 -    2.10       |  |                     | 2,004,407  |  |                                                    |  | 4.79 |                                        |  |   | 1.60            |  |  |                                        | 1,891,907 |  |  |   | 1.58 | 
|2.11 -    2.43       |  |                     | 2,081,126  |  |                                                    |  | 6.08 |                                        |  |   | 2.34            |  |  |                                        | 1,224,626 |  |  |   | 2.40 | 
|2.48 -    4.56       |  |                     | 2,236,045  |  |                                                    |  | 2.92 |                                        |  |   | 3.93            |  |  |                                        | 2,205,045 |  |  |   | 3.94 | 
|4.72 -  15.19        |  |                     | 561,000    |  |                                                    |  | 1.62 |                                        |  |   | 7.51            |  |  |                                        | 561,000   |  |  |   | 7.51 | 
|                     |  |                     |            |  |                                                    |  |      |                                        |  |   |                 |  |  |                                        |           |  |  |   |      | 
|                     |  |                     | 11,879,750 |  |                                                    |  | 5.49 |                                        |  | $ | 2.30            |  |  |                                        | 9,686,270 |  |  | $ | 2.43 | 
|                     |  |                     |            |  |                                                    |  |      |                                        |  |   |                 |  |  |                                        |           |  |  |   |      | 



12



---

##### Table of Contents

CURIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)





12. Income (Loss) Per Common
Share

The Company applies ASC Topic 260 - 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 nine months ended September 30, 2010:



|                                        |  |                                              |            | 
|--------------------------------------- |  | -------------------------------------------- | ---------- | 
|                                        |  | For the nine months 
endedSeptember 30, 2010 |           
|Weighted average shares for basic EPS   |  |                                              | 74,720,168 | 
|                                        | 
|Dilutive securities:                    |  |                                              |            | 
|Warrants                                |  |                                              | 156,633    | 
|Stock options                           |  |                                              | 2,523,807  | 
|                                        |  |                                              |            | 
|Subtotal of dilutive securities         |  |                                              | 2,680,440  | 
|                                        |  |                                              |            | 
|                                        | 
|Weighted average shares for diluted EPS |  |                                              | 77,400,608 | 
|                                        |  |                                              |            | 

The weighted-average diluted shares outstanding for the nine months ended September 30, 2010 excludes
the dilutive effect of approximately 3,789,171 shares of common stock underlying stock options and 1,612,322 shares of common stock underlying 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 is the same as basic net loss
per common share for the three months ended September 30, 2010 and for the three and nine months ended September 30, 2009, as the effect of the potential common stock equivalents is antidilutive due to the Companys net loss position
for these periods. Antidilutive securities consist of stock options and warrants outstanding as of the respective reporting periods are as follows:



|                              |  |                                              |            |  |                                                       |  |            | 
|----------------------------- |  | -------------------------------------------- | ---------- |  | ----------------------------------------------------- |  | ---------- | 
|                              |  | For the three months endedSeptember 30, 2010 |            |  | For the three and nine months endedSeptember 30, 2009 | 
|Stock options outstanding     |  |                                              | 11,879,750 |  |                                                       |  | 11,500,935 | 
|Warrants outstanding          |  |                                              | 1,612,322  |  |                                                       |  | 2,690,163  | 
|                              |  |                                              |            |  |                                                       |  |            | 
|Total antidilutive securities |  |                                              | 13,492,072 |  |                                                       |  | 14,191,098 | 
|                              |  |                                              |            |  |                                                       |  |            | 

13. New Accounting Pronouncements

In January 2010, the Company adopted a new U.S. GAAP accounting standard which amends existing revenue recognition accounting guidance to provide accounting principles and application guidance on whether
multiple deliverables exist, how the arrangement should be separated, and the consideration allocated. This new guidance eliminates the requirement to establish objective evidence of fair value of undelivered products and services and instead
provides for separate revenue recognition based upon managements estimate of the selling price for an undelivered item when there is no other means to determine the fair value of that undelivered item. The superseded guidance previously
required that the fair value of the undelivered item be the price of the item either sold in a separate transaction between unrelated third parties or the price charged for each item when the item is sold separately by the vendor. This was difficult
to determine when the product was not individually sold because of its unique features. Under the superseded guidance, if the fair value of all of the undelivered elements in the arrangement was not determinable, then revenue was deferred until all
of the items were delivered or fair value was determined. The adoption of the new standard was done on a prospective basis and did not impact the Companys financial position or results of operations as of and for the three and nine months
ended September 30, 2010. This standard may impact the Company in the event it completes future transactions or modifies existing collaborative relationships.

In January 2010, the FASB issued Accounting Standards Update 2010-06 Fair Value Measurement and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.This guidance
provides for the following new required disclosures related to fair value measurements: 1) the amounts of and reasons for significant transfers in and out of level one and level two inputs and 2) separate presentation of purchases, sales, issuances,
and



13



---

##### Table of Contents

CURIS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Continued)



settlements on a gross basis rather than as one net number for level three reconciliations. The guidance also clarifies existing disclosures as follows: 1) provide fair value measurement
disclosures for each class of assets and liabilities and 2) provide disclosures about the valuation techniques and inputs used for both recurring and nonrecurring level two or level three inputs. The new disclosures and clarifications of existing
disclosures were effective for the Company beginning January 1, 2010 and have been included in this quarterly report. Disclosures about purchases, sales, issuances, and settlements in the roll forward of activity for level three fair value
measurements will be effective for the Company beginning January 1, 2011.

In April 2010, the FASB issued Accounting
Standards Update (ASU) No. 2010-17, Revenue Recognition  Milestone Method(ASU 2010-017). ASU 2010-017 provides guidance in applying the milestone method of revenue recognition to research or development arrangements. Under
this guidance management may recognize revenue contingent upon the achievement of a milestone in its entirety, in the period in which the milestone is achieved, only if the milestone meets all the criteria within the guidance to be considered
substantive. This ASU is effective on a prospective basis for research and development milestones achieved in fiscal years, beginning on or after June 15, 2010, which for the Company is fiscal 2011. Early adoption is permitted; however, the
Company plans to implement ASU No. 2010-17 prospectively, as such, the effect of this guidance will be limited to future transactions. The Company does not expect adoption of this standard to have a material impact on its financial position or
results of operations as the Company does not currently have any research and development arrangements which will be accounted for under the milestone method.



14



---

##### Table of Contents



|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. We are building upon our experience in modulating signaling pathways, including the Hedgehog signaling pathway, in our effort to develop our targeted cancer therapies. We
conduct our research programs both internally and through strategic collaborations.

Hedgehog Pathway Inhibitor Program.Our most advanced program is our Hedgehog pathway inhibitor program under collaboration with Genentech, Inc., a member of the Roche Group. The lead drug candidate being developed under this program is GDC-0449, a first-in-class
orally-administered small molecule Hedgehog pathway inhibitor.

Genentech and Roche are currently conducting two clinical
trials of GDC-0449, including a pivotal phase II trial in advanced basal cell carcinoma, or BCC. Advanced BCC is a severe form of the disease that includes cutaneous BCCs that are considered inoperable by the treating physician as well as BCCs that
have metastasized to other tissues and organs. This pivotal study was initiated in February 2009 and Roche has stated that it expects results in the first half of 2011 and, pending successful results, that Roche could also file regulatory approval
submissions in 2011. Genentech previously reported compelling proof-of-concept data from a phase I clinical trial of GDC-0449 in patients suffering from advanced BCC, including the observation of a 55% response rate in 33 advanced BCC patients. In
the phase I study of GDC-0449, the most frequent adverse events included muscle spasms, altered taste, weight loss and hyponatremia.

In October 2010, Genentech initiated a phase II clinical trial of GDC-0449 as a single-agent therapy for patients with operable BCC in which Genentech expects to evaluate GDC-0449 in approximately 50
patients with operable nodular BCC in a US-based, open label, two-cohort clinical trial. All patients will receive a 150 mg daily oral dose of GDC-0449 for 12 weeks. The primary outcome measure for the first cohort is the rate of complete
histological clearance of the target nodular BCC lesions at the time of tumor excision (which may occur up to 12 weeks following initiation of treatment) while the primary outcome measure for the second cohort is the rate of durable complete
clearance of target nodular BCC lesions at the time of excision (which may occur up to 36 weeks following initiation of treatment). The secondary outcome measure for both cohorts is to determine the time to complete histological clinical clearance
of target nodular BCC lesions.

In addition to clinical trials being conducted directly by Genentech and Roche, GDC-0449 is
also currently being tested in other cancers in NCI-sponsored trials under a collaborative relationship between Genentech and the NCI, including in pancreatic, small cell lung, esophageal, stomach, breast and prostate cancers, among others.

Genentech previously completed phase II clinical trials of GDC-0449 in advanced ovarian and metastatic colorectal cancer. In
October 2010, Genentech reported that the median time to disease progression in the phase II ovarian cancer study was 7.5 months for patients who received GDC-0449 compared to 5.8 months for patients who received placebo (HR=0.791, p=0.3944).
Genentech concluded that these results did not demonstrate sufficient clinically meaningful improvement in progression-free survival to warrant additional clinical testing of GDC-0449 in ovarian cancer. No obvious new safety signals were observed,
and ongoing trials in other tumor types have not been impacted by this decision. Genentech concluded that further research is needed to determine whether there is a role for GDC-0449 in the treatment of appropriately selected patients with ovarian
cancer.

In June 2010, Roche informed us that the phase II clinical trial in first-line metastatic
colorectal cancer patients did not meet its primary endpoint of extending the time from randomization to disease progression or death in study patients who received GDC-0449 in addition to the current standard of care of bevacizumab and chemotherapy
when compared to those patients that received only the current standard of care treatment. Roche will not be progressing GDC-0449 into phase III testing in this indication.

Network Targeted Cancer Programs.Our internal drug development efforts are focused on our targeted cancer programs that seek to inhibit multiple signaling pathways using single novel small
molecule drug candidates. We believe that this approach of targeting multiple nodes in cancer signaling pathway networks may provide a better therapeutic effect than many of the cancer drugs currently marketed or in development since our drug
candidates are being designed to disrupt the cancer network environment in several additional important targets when compared to other cancer drugs.

Our lead candidate from these programs is CUDC-101, a small molecule compound that is the first-in-class compound designed to simultaneously target histone deacetylase, or HDAC, epidermal growth factor
receptor, or EGFR, and



15



---

##### Table of Contents

human epidermal growth factor receptor 2, or Her2, all of which are validated cancer targets. In April 2010, we completed a dose escalation phase I clinical trial in which we treated 25 patients
and have established 275 milligrams per meter squared as our maximum tolerated dose. In August 2010, we initiated a phase Ib expansion trial to test CUDC-101 in approximately 40 patients with specific tumor types, including head and neck, breast,
gastric and liver cancers and have treated 14 patients in this trial as of October 25, 2010. We expect that we will amend the phase Ib expansion study protocol to include up to 10 additional patients with non-small cell lung cancer.

We also anticipate initiating a phase I clinical trial of CUDC-101 in head and neck cancer patients by the end of 2010 or the first
quarter of 2011. The primary objectives of the phase I portion of this study are expected to be to evaluate the safety and tolerability of CUDC-101 when administered in combination with cisplatin and radiation. On determination of the
maximum tolerated dose and assuring the otherwise successful completion of the phase I trial, we expect that we will conduct a randomized phase II two arm trial in which head and neck patients will receive cisplatin and radiation plus or minus
CUDC-101. The phase II part of the study would seek to evaluate whether the addition of CUDC-101 can improve the efficacy and durability of cisplatin and radiation therapy. We continue to progress additional proprietary preclinical
programs and currently expect that we will select an additional small molecule inhibitor from our preclinical portfolio in later this year or early 2011.

Hsp90 Program.In August 2009, we granted a worldwide, exclusive royalty-bearing license to our Hsp90 inhibitor technology, including CUDC-305 to Debiopharm S.A., a Swiss pharmaceutical development
company, or Debiopharm. CUDC-305 has since been renamed Debio 0932 by Debiopharm. Debiopharm has assumed all future development responsibility for Debio 0932 and Debiopharm or a Debiopharm licensee will incur all future costs related to the
development, registration and commercialization of products under the agreement. During the first quarter of 2010, we received $8,000,000 from Debiopharm upon approval from French regulatory authorities of its clinical trial application, or CTA, to
begin phase I clinical trials for evaluating the safety of Debio 0932 in patients suffering from advanced solid tumors or lymphoma. In April 2010, Debiopharm treated the first patient in the phase I clinical trial of this molecule, and we received
an additional $3,000,000 payment from Debiopharm in the third quarter of 2010 upon Debiopharms treatment of the fifth patient in this phase I clinical trial. Our next contingent payment under this license agreement is payable upon
Debiopharms treatment of the fifth patient in a phase II clinical trial.

Our Collaborations. We are currently a
party to a June 2003 collaboration with Genentech relating to our Hedgehog pathway inhibitor technologies, an April 2005 collaboration with Genentech relating to the Wnt signaling pathway, and an August 2009 license agreement with Debiopharm
relating to our Hsp90 inhibitor technology. 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 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 Genentech or Debiopharm under our current agreements with these parties. We currently expect to incur only nominal research and development
costs under our June 2003 collaboration with Genentech 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. As of September 30, 2010, we have paid an aggregate of $900,000 related to such agreements. We also expect to incur general and administrative costs associated with our share of intellectual property
costs under our June 2003 collaboration with Genentech. We do not expect to incur any material future costs related to our Hsp90 technologies that have been licensed to Debiopharm.

Key Operational Drivers.Since our inception, we have funded our operations primarily through license fees, contingent cash
payments, research and development funding from our corporate collaborators, the private and public placement of our equity securities and debt financings and the monetization of certain royalty rights. On an annual basis, we have never been
profitable and have an accumulated deficit of $716,622,000 as of September 30, 2010. 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 annual 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 successfully advance its ongoing and planned future clinical trials of GDC-0449;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Debiopharms ability to successfully enroll and treat patients in its phase I clinical testing and advance Debio 0932 into later stages of
clinical development;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to successfully enroll and treat patients in our ongoing and planned clinical trials of CUDC-101 and advance CUDC-101 into later stages of
clinical development;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to successfully enter into a material license or collaboration agreement for CUDC-101 or other of our proprietary drug candidates in the
future; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



16



---

##### Table of Contents



| |  |  | 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.

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 September 30, 2010 should enable us to maintain current and planned operations into the second half of
2012. Our ability to continue funding our planned operations beyond the second half of 2012 is dependent on future contingent payments that we may receive from Debiopharm or Genentech upon the achievement of development and regulatory approval
objectives, our ability to manage our expenses and our ability to raise additional funds through additional corporate collaborations, equity or debt financings, or from other sources of financing. We expect that our expenses associated with the
clinical development of CUDC-101 will increase, resulting in an overall increase in our research and development expenses for future periods as compared to prior years.

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. Substantially all of our revenues to date have been derived from license fees, research
and development payments, and other amounts that we have received from our strategic collaborators and licensees. We do not expect to generate any revenue from the direct sale of products for several years, if ever. We currently receive no research
funding for our programs under collaboration with Genentech and Debiopharm 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 Debiopharm, and royalty payments that are contingent upon the successful commercialization of any products based upon these collaborations. For example, in July 2010, we earned a
$3,000,000 contingent payment under our agreement with Debiopharm for the treatment of the fifth patient in the phase I clinical trial of Debio 0932. The next contingent payment that we would be eligible for under the agreement would be upon
Debiopharms treatment of the fifth patient in a phase II clinical trial, assuming that the compound successfully completes the ongoing phase I trial and that Debiopharm advances Debio 0932 into phase II clinical testing. Our ability to enter
into new collaborations and our receipt of additional payments under our existing collaborations with Genentech and Debiopharm cannot be assured, nor can we predict the timing of any such arrangements or payments, as the case may be.

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 as well as outside service costs including clinical research organizations and medicinal chemistry. Research
and development expenses also include the costs of supplies and reagents, consulting, and occupancy and depreciation charges. We expense research and development costs as incurred. We are currently incurring only nominal research and development
expenses under our Hedgehog pathway inhibitor collaboration with Genentech related to the maintenance of third-party licenses to certain background technologies. For each contingent payment, if any, received under the Hedgehog pathway inhibitor
collaboration, we would be obligated to make payments to certain third-party licensors and recognize the related expense.



17



---

##### Table of Contents



Our research and
development programs, both internal and under collaboration, are summarized in the following table:



|                                                   |  |                                    |  |                       |  |                           
|-------------------------------------------------- |  | ---------------------------------- |  | --------------------- |  | --------------------------
|Product Candidate                                  |  | Primary Disease                    |  | Collaborator/Licensee |  | Status                    
|Hedgehog Pathway Inhibitor                         |  |                                    |  |                       |  |                           
|- GDC-0449 
- GDC-0449                             |  | Advanced BCC 
Operable Nodular BCC |  | Genentech 
Genentech  |  | Pivotal Phase II 
Phase II
|                                                   |  |                                    | 
|Targeted cancer programs                           |  |                                    |  |                       |  |                           
|- CUDC-101 (HDAC, EGFR, Her2 inhibitor)            |  | Cancer                             |  | Internal development  |  | Phase Ib                  
|- Debio 0932 (formerly CUDC-305) (Hsp90 inhibitor) |  | Cancer                             |  | Debiopharm            |  | Phase I                   
|- Other targeted cancer programs                   |  | Cancer                             |  | Internal development  |  | Preclinical               

In the chart above,
Pivotal Phase II means that 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 a future new drug application submission by Genentech or Roche. Phase II means that Genentech is currently evaluating the results of a phase II clinical trial treating human patients, the primary
objective of which is a therapeutic response. Phase Ib means that we are currently treating human patients with specific tumor types including head and neck, breast, gastric and liver cancers at the maximum tolerated dose from our phase
I dose escalation clinical trial, the principal purpose of which is to evaluate the safety and tolerability of the compound being tested. Phase I means that Debiopharm is 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. Preclinical means that we are seeking to obtain evidence of therapeutic efficacy and safety 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 collaborators and licensees 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;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | 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.



18



---

##### Table of Contents



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 collaborations, a portion of which is reimbursed by collaborators and a portion of which is borne by us.

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 assumptions underlying the valuation of our warrant liability, 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. In determining the fair value of our warrant liability, changes to the probabilities underlying the assumptions used in valuing our warrant liability, such as our stock price
as of the reporting period, expected stock price and volatility, could materially impact our financial statements from quarter to quarter. 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, 2009, which is on file with the SEC. There have been no material changes as of September 30, 2010.

Recently Issued Accounting Standards

In January 2010, we adopted a new U.S. GAAP accounting standard which amends existing revenue recognition accounting guidance to provide accounting principles and application guidance on whether multiple
deliverables exist, how the arrangement should be separated, and the consideration allocated. This new guidance eliminates the requirement to establish objective evidence of fair value of undelivered products and services and instead provides for
separate revenue recognition based upon managements estimate of the selling price for an undelivered item when there is no other means to determine the fair value of that undelivered item. The superseded guidance previously required that the
fair value of the undelivered item be the price of the item either sold in a separate transaction between unrelated third parties or the price charged for each item when the item is sold separately by the vendor. This was difficult to determine when
the product was not individually sold because of its unique features. Under the superseded guidance, if the fair value of all of the undelivered elements in the arrangement was not determinable, then revenue was deferred until all of the items were
delivered or fair value was determined. The adoption of the new standard was done on a prospective basis and did not impact our financial position or results of operations as of and for the three and nine months ended September 30, 2010. This
standard may impact us in the event we complete future transactions or modify existing collaborative relationships.

In
January 2010, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2010-06 Fair Value Measurement and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements.This guidance
provides for the following new required disclosures related to fair value measurements: 1) the amounts of and reasons for significant transfers in and out of level one and level two inputs and 2) separate presentation of purchases, sales, issuances,
and settlements on a gross basis rather than as one net number for level three reconciliations. The guidance also clarifies existing disclosures as follows: 1) provide fair value measurement disclosures for each class of assets and liabilities and
2) provide disclosures about the valuation techniques and inputs used for both recurring and nonrecurring level two or level three inputs. The new disclosures and clarifications of existing disclosures were effective beginning January 1, 2010.
Disclosures about purchases, sales, issuances, and settlements in the roll forward of activity for level three fair value measurements will be effective beginning January 1, 2011.

In April 2010, the FASB issued ASU No. 2010-17, Revenue Recognition  Milestone Method(ASU 2010-017). ASU 2010-017
provides guidance in applying the milestone method of revenue recognition to research or development arrangements. Under this guidance management may recognize revenue contingent upon the achievement of a milestone in its entirety, in the period in
which the milestone is achieved, only if the milestone meets all the criteria within the guidance to be considered substantive. This ASU is effective on a prospective basis for research and development milestones achieved in fiscal years, beginning
on or after June 15, 2010, which for us is fiscal 2011. Early adoption is permitted; however, we plan to implement ASU No. 2010-17 prospectively, as such, the effect of this guidance will be limited to future transactions. We do not expect
adoption of this standard to have a material impact on our financial position or results of operations as we do not currently have any research and development arrangements which will be accounted for under the milestone method.



19



---

##### Table of Contents



Results of
Operations

Three-Month Periods Ended September 30, 2010 and September 30, 2009

Revenues. Total revenues are summarized as follows:



|                         |  |                                         |           |  |                               |   |         |  |  |  |     |   
|------------------------ |  | --------------------------------------- | --------- |  | ----------------------------- | - | ------- |  |  |  | --- | --
|                         |  | For the Three Months EndedSeptember 30, |           |  | PercentageIncrease/(Decrease) |  
|                         |  | 2010                                    |           |  | 2009                          |   |        
|                         |  | (unaudited)                             |           |  | (unaudited)                   |   |         |  | 
|                         |  |                                         |          
|REVENUES:                |  |                                         |           |  |                               |   |         |  |  |  |     |   
|Research and development |  |                                         |           |  |                               |   |         |  |  |  |     |   
|Genentech                |  | $                                       | 55,000    |  |                               | $ | 89,000  |  |  |  | (38 | %)
|Other                    |  |                                         | 7,000     |  |                               |   | 9,000   |  |  |  | (22 | %)
|                         |  |                                         |           |  |                               |   |         |  |  |  |     |   
|Subtotal                 |  |                                         | 62,000    |  |                               |   | 98,000  |  |  |  | (37 | %)
|                         |  |                                         |          
|License fees             |  |                                         |           |  |                               |   |         |  |  |  |     |   
|Debiopharm               |  |                                         | 3,000,000 |  |                               |   | 667,000 |  |  |  | 350 | % 
|Other                    |  |                                         | 180,000   |  |                               |   |        |  |  |  | 100 | % 
|                         |  |                                         |           |  |                               |   |         |  |  |  |     |   
|Subtotal                 |  |                                         | 3,180,000 |  |                               |   | 667,000 |  |  |  | 377 | % 
|                         |  |                                         |          
|Total revenues           |  | $                                       | 3,242,000 |  |                               | $ | 765,000 |  |  |  | 324 | % 
|                         |  |                                         |           |  |                               |   |         |  |  |  |     |   

Total revenues increased by $2,477,000 to $3,242,000 for the three months ended September 30,
2010 as compared to $765,000 for the same period in the prior year, primarily as a result of the increase in license fee revenue recognized under our August 2009 license agreement with Debiopharm. During the three months ended September 30,
2010, we recorded license fee revenues of $3,000,000 which represented a contingent payment from Debiopharm upon treatment of the fifth patient in its phase I clinical trial in July 2010. We recorded license fee revenue of $667,000 for the three
months ended September 30, 2009 related to the amortization of the $2,000,000 up-front license fee that we received from Debiopharm in August 2009. The performance period under this license agreement began in August 2009 and concluded during
the first quarter of 2010.

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



|                                               |  |                                         |           |   |                      |   |           |            |  |  |      |   
|---------------------------------------------- |  | --------------------------------------- | --------- | - | -------------------- | - | --------- | ---------- |  |  | ---- | --
|                                               |  | For the Three Months
EndedSeptember 30, |           |   | Percentage
Increase/ |  
|Research and Development Programs and Expenses |  | 2010                                    |           |   | 2009                 |   |           | (Decrease) | 
|                                               |  |                                         |          
|GDC-0449 (Hedgehog pathway inhibitor)          |  | $                                       | 48,000    |   |                      | $ | 48,000    |            |  |  |     | % 
|CUDC-101 (HDAC, EGFR, Her2 inhibitor)          |  |                                         | 1,070,000 |   |                      |   | 513,000   |            |  |  | 109  | % 
|Debio 0932 (Hsp90 inhibitor)                   |  |                                         | 10,000    |   |                      |   | 286,000   |            |  |  | (97  | %)
|Other targeted cancer programs                 |  |                                         | 1,738,000 |   |                      |   | 1,261,000 |            |  |  | 38   | % 
|Gain on sale of assets                         |  |                                         | (2,000    | ) |                      |   |          |            |  |  | (100 | %)
|Stock-based compensation                       |  |                                         | 145,000   |   |                      |   | 188,000   |            |  |  | (23  | %)
|                                               |  |                                         |           |   |                      |   |           |            |  |  |      |   
|Total research and development expense         |  | $                                       | 3,009,000 |   |                      | $ | 2,296,000 |            |  |  | 31   | % 
|                                               |  |                                         |           |   |                      |   |           |            |  |  |      |   

Our research and development expenses increased by $713,000, or 31%, to $3,009,000 for the three
months ended September 30, 2010 as compared to $2,296,000 for the same period in the prior year. Spending relating to CUDC-101 increased $557,000 from the prior year period due to the initiation of a phase Ib expansion trial in August 2010.
This increase is primarily related to outside services consisting of clinical research organizations, patient costs, and formulation and manufacturing costs of clinical material. In addition, spending on our other targeted cancer programs increased
$477,000 from the prior year period. This increase is comprised primarily of employee-related costs, including salaries, lab supplies and facility costs, as employees from the Debio 0932 program were reallocated to continue our ongoing efforts to
select additional preclinical candidates for future clinical development. As a result of licensing the program to Debiopharm in August 2009, spending related to the Debio 0932 program decreased by $276,000 during the three months ended
September 30, 2010 as compared to the prior year period.



20



---

##### Table of Contents



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



|                                          |      |                                         |           |      |                               |   |           |  |  |  |     |   
|----------------------------------------- | ---- | --------------------------------------- | --------- | ---- | ----------------------------- | - | --------- |  |  |  | --- | --
|                                          |      | For the Three Months EndedSeptember 30, |           |      | PercentageIncrease/(Decrease) |  
|                                          | 2010 |                                         |           | 2009 |                               |  
|                                          |      | (unaudited)                             |           |      | (unaudited)                   |   |           |  | 
|Personnel                                 |      | $                                       | 625,000   |      |                               | $ | 485,000   |  |  |  | 29  | % 
|Occupancy and depreciation                |      |                                         | 84,000    |      |                               |   | 90,000    |  |  |  | (7  | %)
|Legal services                            |      |                                         | 493,000   |      |                               |   | 728,000   |  |  |  | (32 | %)
|Consulting and professional services      |      |                                         | 410,000   |      |                               |   | 739,000   |  |  |  | (45 | %)
|Insurance costs                           |      |                                         | 67,000    |      |                               |   | 70,000    |  |  |  | (4  | %)
|Other general and administrative expenses |      |                                         | 147,000   |      |                               |   | 173,000   |  |  |  | (15 | %)
|Stock-based compensation                  |      |                                         | 173,000   |      |                               |   | 281,000   |  |  |  | (38 | %)
|                                          |      |                                         |           |      |                               |   |           |  |  |  |     |   
|Total general and administrative expenses |      | $                                       | 1,999,000 |      |                               | $ | 2,566,000 |  |  |  | (22 | %)
|                                          |      |                                         |           |      |                               |   |           |  |  |  |     |   

General and administrative expenses decreased by $567,000, or 22%, to $1,999,000 for the three
months ended September 30, 2010 as compared to $2,566,000 for the same period in the prior year. Fees for legal services decreased $235,000 during the three months ended September 30, 2010 as compared to the same period in the prior year.
We incurred $272,000 in legal expenses related to an arbitration proceeding that we filed against our former collaborator, Micromet, during the three months ended September 30, 2009. In February 2010, we entered into a settlement, mutual
release and termination agreement with Micromet and did not incur any costs related to this matter during the three months ended September 30, 2010. Consulting services decreased $329,000 during the three months ended September 30, 2010 as
compared to the same period in prior year as a result of business development efforts used to facilitate the licensing agreement with Debiopharm in August 2009 that were not incurred in the current year period. Stock-based compensation expense also
decreased by $108,000 in the three months ended September 30, 2010 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 September 30,
2010 as compared to the three months ended September 30, 2009.

Offsetting these decreases, personnel costs increased
$140,000 during the three months ended September 30, 2010 as compared to the same period in the prior year resulting from the payment of discretionary bonuses to our executive officers upon receipt of the $3,000,000 payment from Debiopharm in
July 2010 and the increase to our executive officers compensation in the first quarter of 2010 to eliminate the pay reductions implemented in October 2008. In addition, we accrued for non-officer bonuses and a 401(k) matching contribution in
the 2010 period that we did not accrue in the 2009 period.

Change in fair value of warrant liability.In connection
with our January 2010 registered direct offering, we issued warrants to purchase an aggregate of 1,612,322 shares of common stock, which became exercisable as of the closing of the transaction. The warrants have an initial exercise price of $3.55
per share and have a five-year term. The fair value of the warrants was estimated at $2,180,000 on the January 2010 issuance date, and $1,290,000 as of June 30, 2010, using a Black-Scholes option pricing model under various probability-weighted
outcomes which take into consideration the protective features for the benefit of the warrantholder that includes a possible cash-settlement option in the event of a change of control until the later to occur of (i) two years from the date of
original issuance of the warrant and (ii) the date upon which Genentech or Roche submits a new drug application, or NDA for GDC-0449. We applied the following assumptions assigned to the various outcomes: expected volatilities ranging from
69.8% to 80%, risk free interest rates ranging from 1.42% to 2.38%, expected lives of three to five years and no dividends. Expected volatility was based on our historical volatility commensurate with the term of the warrants. The fair value of the
warrants was recorded as a long-term liability. The warrants will be revalued each reporting period with updated assumptions, and the resulting change in fair value of the warrant liability will be recognized in the income statement. We estimated
that the fair value of these warrants as of September 30, 2010 was $1,082,000 and we recorded a gain of approximately $208,000 for the three months ended September 30, 2010 as a result of the decrease in the fair value of the warrant
liability from June 30, 2010.



21



---

##### Table of Contents



Nine-Month Periods
Ended September 30, 2010 and September 30, 2009

Revenues. Total revenues are summarized as follows:



|                         |  |                                       |            |  |                               |   |           |  |  |  |       |   
|------------------------ |  | ------------------------------------- | ---------- |  | ----------------------------- | - | --------- |  |  |  | ----- | --
|                         |  | For the Nine Months EndedSeptember 30 |            |  | PercentageIncrease/(Decrease) |  
|                         |  | 2010                                  |            |  | 2009                          |   |          
|                         |  | (unaudited)                           |            |  | (unaudited)                   |   |           |  | 
|                         |  |                                       |           
|REVENUES:                |  |                                       |            |  |                               |   |           |  |  |  |       |   
|Research and development |  |                                       |            |  |                               |   |           |  |  |  |       |   
|Genentech                |  | $                                     | 196,000    |  |                               | $ | 186,000   |  |  |  | 5     | % 
|Other                    |  |                                       | 47,000     |  |                               |   | 13,000    |  |  |  | 262   | % 
|                         |  |                                       |            |  |                               |   |           |  |  |  |       |   
|Subtotal                 |  |                                       | 243,000    |  |                               |   | 199,000   |  |  |  | 22    | % 
|                         |  |                                       |           
|License fees             |  |                                       |            |  |                               |   |           |  |  |  |       |   
|Genentech                |  |                                       |           |  |                               |   | 6,000,000 |  |  |  | (100  | %)
|Debiopharm               |  |                                       | 11,333,000 |  |                               |   | 667,000   |  |  |  | 1,599 | % 
|Micromet                 |  |                                       | 4,000,000  |  |                               |   |          |  |  |  | 100   | % 
|Other                    |  |                                       | 323,000    |  |                               |   |          |  |  |  | 100   | % 
|                         |  |                                       |            |  |                               |   |           |  |  |  |       |   
|Subtotal                 |  |                                       | 15,656,000 |  |                               |   | 6,667,000 |  |  |  | 135   | % 
|                         |  |                                       |            |  |                               |   |           |  |  |  |       |   
|Total revenues           |  | $                                     | 15,899,000 |  |                               | $ | 6,866,000 |  |  |  | 132   | % 
|                         |  |                                       |            |  |                               |   |           |  |  |  |       |   

Total revenues increased by $9,033,000, or 132% to $15,899,000 for the nine months ended
September 30, 2010 from $6,866,000 for the same period in 2009, primarily related to an increase in our license fee revenues. We recorded license fee revenue of $333,000 and $667,000 for the nine months ended September 30, 2010 and 2009,
respectively, related to the amortization of the $2,000,000 up-front license fee that we received in August 2009 under our Hsp90 license agreement with Debiopharm. The performance period under this license agreement began in August 2009 and
concluded during the first quarter of 2010. During the nine months ended September 30, 2010, we also recorded license fee revenues of $11,000,000, comprised of an $8,000,000 contingent payment from Debiopharm upon acceptance by French
regulatory authorities of Debiopharms clinical trial application for Debio 0932 in February 2010 and a $3,000,000 contingent payment from Debiopharm upon treatment of the fifth patient in this phase I clinical trial in July 2010.

During the nine months ended September 30, 2010, we also received settlement proceeds of $4,000,000 from Micromet pursuant to the
settlement agreement that we entered into with Micromet in February 2010. The settlement payment was made by Micromet to resolve a contract claim we filed related to our June 2001 agreement with Micromet. Because this settlement discharged and
terminated all future payment obligations that would have arisen under the June 2001 agreement, we do not expect to receive any additional revenues from Micromet.

During the nine months ended September 30, 2009, we received and recognized $6,000,000 in license revenue as a result of Genentechs initiation of a pivotal phase II clinical trial in advanced
BCC. Future contingent payments under our Genentech agreement are tied to the successful achievement of clinical and regulatory objectives. We believe that if results from one or more of Genentechs currently ongoing clinical trials are
positive, that we may receive additional contingent payments from Genentech in 2011.



22



---

##### Table of Contents



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



|                                               |  |                                        |           |   |                      |   |           |            |  |  |      |   
|---------------------------------------------- |  | -------------------------------------- | --------- | - | -------------------- | - | --------- | ---------- |  |  | ---- | --
|                                               |  | For the Nine Months
EndedSeptember 30, |           |   | Percentage
Increase/ |  
|Research and Development Programs and Expenses |  | 2010                                   |           |   | 2009                 |   |           | (Decrease) | 
|                                               |  |                                        |          
|GDC 0449 (Hedgehog pathway inhibitor)          |  | $                                      | 145,000   |   |                      | $ | 447,000   |            |  |  | (68  | %)
|CUDC-101 (HDAC, EGFR, Her2 inhibitor)          |  |                                        | 1,782,000 |   |                      |   | 1,158,000 |            |  |  | 54   | % 
|Debio 0932 (Hsp90 inhibitor)                   |  |                                        | 35,000    |   |                      |   | 2,022,000 |            |  |  | (98  | %)
|Other targeted cancer programs                 |  |                                        | 5,326,000 |   |                      |   | 3,340,000 |            |  |  | 59   | % 
|Gain on sale of assets                         |  |                                        | (96,000   | ) |                      |   |          |            |  |  | (100 | %)
|Stock-based compensation                       |  |                                        | 529,000   |   |                      |   | 526,000   |            |  |  | 1    | % 
|                                               |  |                                        |           |   |                      |   |           |            |  |  |      |   
|Total research and development expense         |  | $                                      | 7,721,000 |   |                      | $ | 7,493,000 |            |  |  | 3    | % 
|                                               |  |                                        |           |   |                      |   |           |            |  |  |      |   

Our research and development expenses increased by $228,000, or 3%, to $7,721,000 for the nine
months ended September 30, 2010 as compared to $7,493,000 for the same period in the prior year. The increase in research and development expenses was primarily the result of an increase of $1,986,000 in spending relating to our other targeted
cancer programs from the prior year period as we continue to conduct research in our ongoing efforts to select additional preclinical candidates for future development. In addition, spending related to outside services and clinical costs increased
$624,000 over the prior year period for our CUDC-101 program, for which we completed a phase I trial in May 2010 and initiated a phase Ib expansion trial in August 2010. We expect that a majority of our research and development expenses for the
foreseeable future will be incurred in support of our research and development efforts for CUDC-101 and other targeted cancer programs.

Offsetting these increases, spending related to the Debio 0932 program decreased $1,987,000 from the prior year period as Debiopharm assumed all future costs of the program in August 2009. During the nine
months ended September 30, 2009, we also incurred expenses of $300,000 in sublicense payments that we were required to make as a result of the $6,000,000 that we received from Genentech during this same period for the achievement of a clinical
development objective related to our Hedgehog pathway inhibitor program. No such expenses were incurred under the Genentech collaboration during the nine months ended September 30, 2010.

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



|                                          |      |                                        |           |      |                               |   |           |  |  |  |     |   
|----------------------------------------- | ---- | -------------------------------------- | --------- | ---- | ----------------------------- | - | --------- |  |  |  | --- | --
|                                          |      | For the Nine Months EndedSeptember 30, |           |      | PercentageIncrease/(Decrease) |  
|                                          | 2010 |                                        |           | 2009 |                               |  
|                                          |      | (unaudited)                            |           |      | (unaudited)                   |   |           |  | 
|Personnel                                 |      | $                                      | 2,033,000 |      |                               | $ | 1,495,000 |  |  |  | 36  | % 
|Occupancy and depreciation                |      |                                        | 254,000   |      |                               |   | 267,000   |  |  |  | (5  | %)
|Legal services                            |      |                                        | 3,011,000 |      |                               |   | 1,971,000 |  |  |  | 53  | % 
|Consulting and professional services      |      |                                        | 1,029,000 |      |                               |   | 1,281,000 |  |  |  | (20 | %)
|Insurance costs                           |      |                                        | 194,000   |      |                               |   | 220,000   |  |  |  | (12 | %)
|Other general and administrative expenses |      |                                        | 550,000   |      |                               |   | 498,000   |  |  |  | 10  | % 
|Stock-based compensation                  |      |                                        | 1,135,000 |      |                               |   | 959,000   |  |  |  | 18  | % 
|                                          |      |                                        |           |      |                               |   |           |  |  |  |     |   
|Total general and administrative expenses |      | $                                      | 8,206,000 |      |                               | $ | 6,691,000 |  |  |  | 23  | % 
|                                          |      |                                        |           |      |                               |   |           |  |  |  |     |   

General and administrative expenses increased by $1,515,000, or 23%, to $8,206,000 for the nine
months ended September 30, 2010 as compared to $6,691,000 for the prior year period. This increase was primarily due to increased spending for legal services and personnel costs. We incurred $1,526,000 for the nine months ended
September 30, 2010 as compared to $631,000 for the prior year period in expenses related to the Micromet arbitration proceeding, an increase of $895,000. The remainder of the increase in legal fees of $145,000 resulted from costs associated
with various corporate matters and increased patent costs. In addition, personnel costs increased $538,000 as the result of payment of discretionary bonuses to our executive officers upon receipt of contingent payments received from Debiopharm as
well as the increase to our executive officers compensation in the first quarter of 2010 to eliminate the pay reductions implemented in October 2008. No bonuses were paid to our executive officers in the prior year period. Stock-based
compensation also increased $176,000 over the prior year period primarily related to vesting of certain performance-based options in the first quarter of 2010.



23



---

##### Table of Contents



Offsetting these
increases, consulting and professional services decreased $252,000 from the prior year period primarily as the result of business development efforts used to facilitate the licensing agreement with Debiopharm.

Change in fair value of warrant liability.The change in the fair value of the warrant liability from the closing date of
January 27, 2010 resulted in a gain of approximately $1,098,000 for the nine months ended September 30, 2010, primarily as a result of the decrease of our stock price during this period.

Liquidity and Capital Resources

Sources of Liquidity

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 September 30, 2010, our principal sources of liquidity consisted of cash, cash equivalents, and marketable securities of
$43,698,000, excluding restricted investments of $497,000. 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 September 30, 2010, 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.

On January 27, 2010, we completed a registered direct offering of
6,449,288 units with each unit consisting of (i) one share of our common stock and (ii) one warrant to purchase 0.25 of one share of common stock at a purchase price of $2.52 per unit. We received net proceeds from the sale of the
units, after deducting offering expenses, of approximately $14,942,000. In connection with this offering, we issued warrants to purchase an aggregate of 1,612,322 shares of common stock, which became exercisable as of the closing of the transaction.
The warrants have an exercise price of $3.55 per share and have a five year term.

Cash Flows

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 clinical 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.

Net cash provided by operating activities was $2,090,000 for the nine-month period ended September 30, 2010 as compared to cash used
of $4,461,000 for the nine-month period ended September 30, 2009. Cash provided by operating activities during the nine-month period ended September 30, 2010 was primarily the result of our net income for the period of $1,171,000, as well
as non-cash charges consisting of stock-based compensation, changes in the fair value of our warrant liability, non-cash interest expense and depreciation totaling $1,068,000. In addition, changes in certain operating assets and liabilities affected
operating cash during the nine-month period ended September 30, 2010, including a decrease of $476,000 in deferred revenue primarily related to our August 2009 license agreement with Debiopharm, which was offset by a decrease of $321,000 in our
accounts receivable.

Cash used in operating activities during the nine-month period ended September 30, 2009 was
primarily the result of our net loss for the period of $7,117,000. In addition, changes in certain operating assets and liabilities decreased operating cash during the nine-month period ended September 30, 2009, including a decrease of $676,000
in our accounts payable and accrued liabilities and an increase of $120,000 in our accounts receivables. Offsetting these decreases were an increase in our deferred revenue of $1,458,000 as a result of our August 2009 license agreement with
Debiopharm and noncash items, including stock-based compensation expense of $1,485,000 and depreciation expense of $566,000.

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.



24



---

##### Table of Contents



Investing activities
used cash of $14,648,000 for the nine-month period ended September 30, 2010 as compared to $1,809,000 in the nine-month period ended September 30, 2009. Cash used by investing activities for the nine months ended September 30, 2010
resulted principally from $14,271,000 in net investment activity as well as an increase of $281,000 in restricted cash related to a security deposit for a new facility lease entered into in September 2010. Cash used by investing activities for the
nine months ended September 30, 2009 resulted principally from $1,795,000 in net investment activity.

Financing
activities provided cash of approximately $16,897,000 for the nine-month period ended September 30, 2010, resulting principally from the issuance of 6,449,288 shares of common stock and warrants under our January 2010 registered direct
offering, which provided $14,942,000 in net proceeds. In addition, warrants for an aggregate of 1,742,671 shares of common stock were exercised under our August 2007 private placement providing approximately $1,778,000 in proceeds. The remaining
cash of $177,000 was provided by the exercise of stock options. Financing activities provided cash of approximately $2,915,000 for the nine-month period ended September 30, 2009, resulting principally from the exercise of warrants for an
aggregate of 2,632,198 shares of common stock under this same private placement providing approximately $2,700,000 in proceeds. The remaining cash was provided by the exercise of stock options and purchases of common stock under our employee stock
purchase plan.

Funding Requirements

We have incurred significant losses since our inception. As of September 30, 2010, we had an accumulated deficit of approximately $716,622,000. 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 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 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 Debiopharm; 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.

Effective September 16, 2010, we entered into a new lease agreement with the Trustees of Lexington Office Realty Trust pursuant to
which we have agreed to lease 24,529 square feet of property to be used for office, research and laboratory space located at 4 Maguire Road in Lexington, Massachusetts. We intend to move all of our operations currently conducted at 45 Moulton
Street, Cambridge, Massachusetts to the Lexington facility before the 45 Moulton Street lease expiration date of December 31, 2010.

The term of the lease agreement commences on the later of December 1, 2010 or the date that contractually-specified building upgrades, modifications and repairs are substantially complete to allow
for us to occupy the facility and expires approximately seven years and two months from such date. We currently anticipate that the term will begin on December 1, 2010. The total cash obligation for the base rent over the initial term of the
lease agreement is approximately $4,401,000. In addition to the base rent, we will also be responsible for our share of operating expenses and real estate taxes, in accordance with the terms of the lease agreement.

We currently do not believe that this anticipated move will require us to make material capital expenditures for equipment and leasehold
improvements.



25



---

##### Table of Contents



We anticipate that
existing cash, cash equivalents, marketable securities and working capital at September 30, 2010, should enable us to maintain current and planned operations into the second half of 2012. 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | unplanned costs to prepare, file, prosecute, maintain and enforce 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 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 any 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.

Contractual
Obligations

As of September 30, 2010, future payments required under contractual obligations and other
commitments, including our two operating leases for our current facility at 45 Moulton Street and the new facility at 4 Maguire Road excluding any operating expenses we are obligated to reimburse, are summarized as follows:



|                                                 |  |                                               |       |  |                   |   |       |                   |  |   |                    |  |  |                     |       |  |  |   |       | 
|------------------------------------------------ |  | --------------------------------------------- | ----- |  | ----------------- | - | ----- | ----------------- |  | - | ------------------ |  |  | ------------------- | ----- |  |  | - | ----- | 
|                                                 |  | Payment Due By Period (amounts in thousands) |      
|                                                 |  | Total                                         |       |  | Less thanOne Year |   |       | One toThree Years |  |   | Three toFive Years |  |  | More thanFive Years |      
|Operating lease obligations  45 Moulton Street  |  | $                                             | 237   |  |                   | $ | 237   |                   |  | $ |                   |  |  | $                   |      |  |  | $ |      | 
|Operating lease obligations  4 Maguire Road (1) |  |                                               | 4,401 |  |                   |   | 370   |                   |  |   | 1,167              |  |  |                     | 1,266 |  |  |   | 1,598 | 
|Outside service obligations (2)                  |  |                                               | 1,832 |  |                   |   | 1,671 |                   |  |   | 161                |  |  |                     |      |  |  |   |      | 
|Licensing obligations (3)                        |  |                                               | 182   |  |                   |   | 182   |                   |  |   |                   |  |  |                     |      |  |  |   |      | 
|                                                 |  |                                               |       |  |                   |   |       |                   |  |   |                    |  |  |                     |       |  |  |   |       | 
|Total future obligations                         |  | $                                             | 6,652 |  |                   | $ | 2,460 |                   |  | $ | 1,328              |  |  | $                   | 1,266 |  |  | $ | 1,598 | 
|                                                 |  |                                               |       |  |                   |   |       |                   |  |   |                    |  |  |                     |       |  |  |   |       | 



|(1) | We currently estimate that the lease will begin on December 1, 2010. Amounts include contractual rent payments and exclude any impact of an early termination
payment as defined in the agreement.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Outside service obligations consist of agreements we have with outside labs, consultants and various other service organizations.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(3) | In the future, we may owe royalties and other contingent payments to our licensees based on the achievement of developmental milestones, product sales and specified
other objectives. These potential future obligations are not included in the above table.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26



---

##### Table of Contents



Off-Balance
Sheet Arrangements

We have no off-balance sheet arrangements as of September 30, 2010.

Inflation

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



27



---

##### Table of Contents



|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, 2009.



|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 September 30, 2010. 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 September 30, 2010, 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 September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



28



---

##### Table of Contents



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 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, 2009.

RISKS RELATING TO OUR
FINANCIAL RESULTS AND NEED FOR FINANCING

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

As of
September 30, 2010, we had an accumulated deficit of approximately $716,622,000. 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, 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 and commercialize products and we expect to
incur substantial operating losses. Our failure to become and remain profitable would, among other things, 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 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 substantial working capital to support our research and development activities for CUDC-101 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 have historically derived a substantial portion of our operating cash flow from the research funding portion of collaboration agreements with third parties. However, we have no current research funding
revenue under collaboration agreements. Our only potential source of cash flows from operations for the foreseeable future is contingent payments that we could receive under existing or new collaborations as follows:



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



| |  |  | contingent cash payments that we may receive for the achievement of development objectives under any new collaborations or our existing collaborations
with Genentech and Debiopharm; 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 adequate future operating capital, if any, from collaborations or licensing arrangements.

We anticipate that existing cash, cash equivalents, marketable securities and working capital at September 30, 2010 should enable us
to maintain current and planned operations into the second half of 2012. Our future capital requirements, however, may vary from what we currently expect. There are a number of factors that may affect our planned future capital requirements and
accelerate our need for additional working capital, 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------



29



---

##### Table of Contents



| |  |  | unplanned costs to prepare, file, prosecute, maintain and enforce 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.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Additional funds may not be available when we need them, on terms that are acceptable to us, or at
all. If adequate funds are not available to us on a timely basis, we may be required to:



| |  |  | delay, limit, reduce or terminate preclinical studies, clinical trials or other development activities for one or more of our product candidates; or
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | delay, limit, reduce or terminate our establishment of sales and marketing capabilities or other activities that may be necessary to commercialize our
product candidates.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Raising additional capital may cause dilution to our existing stockholders, restrict
our operations or require us to relinquish rights to our technologies or product candidates.

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
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 any 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. Moreover, 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.

We may face fluctuations in our operating results from period to period, which may result in a decline 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;
| | - |  | ---------------------------------------------------------------------------



| |  |  | our 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;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in accounting estimates, policies or principles, including changes in revenue recognition policies; 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.



30



---

##### Table of Contents



Unstable market and
economic conditions may have serious adverse consequences on our business, financial condition and stock price.

Our
general business strategy may be adversely affected by the current unfavorable economic conditions, volatile business environment and continued unpredictable and unstable market conditions. If the current equity and credit markets do not sustain
improvement or if they deteriorate further, it may make future 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.

At September 30, 2010, we had $43,698,000 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 September 30, 2010, 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 liquidity of marketable securities owned by us.

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

RISKS RELATING TO THE DEVELOPMENT AND COMMERCIALIZATION OF OUR PRODUCTS

Our success depends substantially on our most advanced product candidate, GDC-0449, which is still in clinical development. If
Genentech does not successfully continue or complete the clinical development of GDC-0449, our ability to earn milestone payments or royalty revenue and our likelihood of success will be substantially harmed.

Our near-term prospects substantially depend upon Genentechs ability to successfully continue and complete clinical trials of our
lead product candidate, GDC-0449 and to demonstrate its safety and efficacy, as well as its superiority over existing therapies and standards of care, if any. Genentech, a member of the Roche Group, is currently testing GDC-0449 in a pivotal phase
II clinical trial in advanced BCC and in a phase II clinical trial in operable BCC. In addition, through a collaborative research and development agreement between Genentech and the National Cancer Institute, or NCI, the molecule is also being
tested in several additional NCI-sponsored trials. All of our other potential product candidates are in preclinical research or early clinical development. Our ability to finance our company and to generate revenues will depend heavily on the
ability of Genentech and Roche to obtain favorable results in the ongoing and planned clinical trials of GDC-0449, including the ongoing clinical trials in BCC, and in the longer term, to successfully develop and commercialize GDC-0449. GDC-0449
could be unsuccessful if it:



| |  |  | does not demonstrate acceptable safety and efficacy in clinical trials, or otherwise does not meet applicable regulatory standards for approval;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | does not offer sufficient, clinically meaningful therapeutic or other improvements over existing or future drugs used to treat the cancer indications
for which it is being tested, as occurred in Genentechs recently-completed phase II clinical trials of GDC-0449 in colorectal cancer and ovarian cancer;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | is not capable of being produced in commercial quantities at acceptable costs; or
| | - |  | ---------------------------------------------------------------------------------



| |  |  | is not accepted as safe, efficacious, cost-effective, less costly and preferable to current therapies in the medical community and by third-party
payors.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

If Genentech is not successful in developing and commercializing GDC-0449 or is significantly
delayed in doing so, we may experience difficulties in raising the additional capital required to fund our business.



31



---

##### Table of Contents



We depend on third
parties for the development of certain of our programs. If one or more of our collaborators 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 Hedgehog pathway inhibitor. Genentech is currently testing
GDC-0449 in a pivotal phase II trial in advanced BCC and in a phase II trial in operable BCC. In addition, we entered into a license agreement with Debiopharm pursuant to which Debiopharm is testing our licensed heat shock protein 90, or Hsp90,
product candidate, Debio 0932, in a phase I clinical trial in advanced solid tumors and lymphoma. Our collaborations with Genentech and our license agreement with Debiopharm 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 and Debiopharm each have significant discretion in determining the efforts and resources that it will apply to its collaboration with us. 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, our collaboration partners efforts,
allocation of resources and successful development and commercialization of our drug candidates under the respective agreement.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our strategic collaboration agreements with Genentech and our license agreement with Debiopharm permit such parties wide discretion in deciding which
drug candidates to advance through the clinical trial process. It is possible for Genentech or Debiopharm to reject drug candidates at any point in the research, development and clinical trial process, without triggering a termination of the
collaboration or license agreement, as applicable. In the event of any such decision, our business and prospects may be adversely affected and we may not have the commercial rights or the resources necessary to advance such programs on our own.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Genentech and Debiopharm 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 or Debiopharm 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 or Debiopharm could be limited if Genentech or Debiopharm decreases or fails to increase spending related to such drug candidates.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Genentech or Debiopharm 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, an acquirer could determine to reprioritize
Genentechs or Debiopharms development programs such that Genentech or Debiopharm ceases to diligently pursue the development of our programs, and/or cause the respective collaborations with us to terminate.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Genentech or Debiopharm may, under specified circumstances, terminate its collaboration 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Genentech and Debiopharm have the first right to maintain or defend our intellectual property rights under the respective collaboration agreement and,
although we may have the right to assume the maintenance and defense of our intellectual property rights if our strategic partners do not, our ability to do so may be compromised by our strategic partners acts or omissions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Genentech and Debiopharm may utilize our intellectual property rights in such a way as to invite litigation that could jeopardize or invalidate our
intellectual property rights or expose us to potential liability.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Genentech and Debiopharm may not comply with all applicable regulatory requirements, or fail to report safety data in accordance with all applicable
regulatory requirements.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If either Genentech or Debiopharm were to breach or terminate its arrangements with us, the development and commercialization of the affected product
candidate could be delayed, curtailed or terminated because we may not have sufficient financial resources or capabilities to continue development and commercialization of the product candidate on our own.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Genentech and Debiopharm may not have sufficient resources necessary to carry the product candidate through clinical development or may not obtain the
necessary regulatory approvals.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32



---

##### Table of Contents



If Genentech or
Debiopharm 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 expect that in the future we will seek to enter into a corporate collaboration for CUDC-101, our lead product candidate being developed pursuant to these programs, and we may seek to partner other drug candidates from these programs in the
future. 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 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 or any future programs, the clinical development of these programs could be significantly delayed and, as a result, our future prospects may be
adversely affected and our stock price could decline.

Moreover, if we fail to establish and maintain additional strategic
partnerships related to our product candidates:



| |  |  | the development of certain of our current or future product candidates may be terminated or delayed;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | our cash expenditures related to development of certain of our current or future product candidates would increase significantly and we may need to
seek additional financing;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may be required to hire additional employees or otherwise develop expertise, such as sales and marketing expertise, for which we have not budgeted;
and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we will bear all of the risk related to the development of any such product candidates.
| | - |  | ---------------------------------------------------------------------------------------

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 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 single-agent, single-target drug candidates for cancer indications. We
have currently selected two drug candidates from these proprietary targeted cancer programs for further development: CUDC-101, which is designed to simultaneously inhibit HDAC, EGFR and Her2, and Debio 0932, an orally available, synthetic small
molecule inhibitor of Hsp90 that was licensed to Debiopharm in August 2009.

Our drug candidates in our targeted
cancer program, including CUDC-101 and Debio 0932, 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 or maintain third party licensing or collaboration transactions with respect to, or successfully commercialize CUDC-101, Debio 0932, or any other drug candidates from our targeted cancer programs, in which case we will not achieve profitability
and the value of our stock will decline.



33



---

##### Table of Contents



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 drug candidate, GDC-0449, is currently being tested by our collaborator, Genentech,
in a pivotal phase II clinical trial in advanced BCC and in a phase II clinical trial in operable BCC; and Debiopharm is currently treating patients in a phase I clinical trial of Debio 0932. In addition, we have initiated a phase Ib expansion trial
in CUDC-101 in specific tumor types and we plan to initiate a phase I trial in head and neck cancer of CUDC-101 by the end of 2010 or the first quarter of 2011.

Development, including preclinical and clinical testing, is a long, expensive and uncertain process. Preclinical testing and clinical trials of our drug candidates may not be successful. We and our
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, as occurred in our collaborator Genentechs
recently-completed phase II clinical trials of GDC-0449 in colorectal cancer and ovarian cancer;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 drug 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 drug 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, regulators, including the FDA or its foreign equivalents, 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, or similar policy under foreign regulatory authorities. Employment of such a debarred person may result in delays in FDAs or foreign equivalent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 and any 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.

For a further discussion of risks relating to the successful clinical development of GDC-0449, see separate risk factor above: Our success depends substantially on our most advanced product
candidate, GDC-0449, which is still in clinical development. If Genentech does not successfully continue or complete the clinical development of GDC-0449, our ability to earn milestone payments or royalty revenue and our likelihood of success will
be substantially harmed.

We expect to rely primarily on third parties for the conduct of clinical trials, and if
such third parties perform inadequately then we will not be able to successfully develop and commercialize drug candidates and grow our business.

We have very limited experience in conducting clinical trials. We expect to rely primarily on third parties to conduct our clinical trials and provide services in connection with such clinical trials. For
example, we have granted development and commercialization rights to Genentech and Debiopharm under our existing collaboration agreements with each of them 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, assist us in creating and



34



---

##### Table of Contents

submitting 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 at all, or may not conduct our clinical trials in accordance with the clinical trial protocol or design. In
addition, the FDA and its foreign equivalents require us to comply with certain standards, referred to as good clinical practices, and applicable regulatory requirements, 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.

If we and our 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 and our collaborators 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 required regulatory approvals is expensive and the time
required for these approvals is uncertain and typically takes a number of years, depending on the type, 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 approved
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 and our collaborators are
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 or a foreign equivalent 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.

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

Even if we or any collaborators obtain regulatory
approval of a drug candidate, the approval may be subject to limitations on the approved 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, or foreign equivalent, and other regulatory agencies. The subsequent discovery of previously unknown problems
with the product, or with the manufacturer or facility, or a failure to comply with regulatory requirements, may result in restrictions on the product or manufacturer, including withdrawal of the product from the market, 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.

The FDAs policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory
approval of our product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. If we are slow or unable to adapt
to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain
profitability, which would adversely affect our business.



35



---

##### Table of Contents



We and our current
collaborators are, and any potential future collaborators will be, subject to governmental regulations in connection with the research, development and commercialization of our drug candidates. We and our collaborators may not be able to comply with
these regulations, which could subject us or such collaborators to penalties and result in the imposition of limitations on our or such collaborators operations.

In addition to regulations imposed by the FDA or foreign equivalents, we and our current collaborators are, and any potential future collaborators will be, 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 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 companies. 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 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 and our 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 and Debiopharm have also made public statements regarding their expectations for the clinical development and potential commercial launch of GDC-0449 and Debio 0932,
respectively, and may in the future make additional statements about their goals and expectations for these collaborations with us. The actual timing of these events can vary dramatically due to a number of factors including without limitation
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 highly 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 validated cancer targets, face significant competition from marketed drugs and drugs under development that seek to inhibit the same targets as our drug candidates. 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.



36



---

##### Table of Contents



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. 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.

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 in these industries having greater financial resources and technological capabilities, thus intensifying competition in these industries. This trend may also result in fewer potential collaborators or licensees for our
therapeutic drug 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 drug 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.

Although we currently have product liability insurance for our phase I clinical trial of CUDC-101, 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, Changgeng Qian, Ph.D., M.D., our Senior Vice President, Discovery and Preclinical Development and
Mitchell Keegan, Ph. D., our Vice-President, Drug 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. 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.



37



---

##### Table of Contents



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.

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
approximately 25 medicinal chemists in China pursuant to a contract research agreement with a medicinal chemistry provider in China. 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 potentially 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



38



---

##### Table of Contents

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, including the fair value of our warrant liability. 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.

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.

Our employees may engage in misconduct or other improper activities, including noncompliance with regulatory
standards and requirements and insider trading.

We are exposed to the risk of employee fraud or other misconduct.
Misconduct by employees could include intentional failures to comply with FDA regulations, to provide accurate information to the FDA, to comply with manufacturing standards we have established, to comply with federal and state health-care fraud and
abuse laws and regulations, to report financial information or data accurately or to disclose unauthorized activities to us. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which
could result in regulatory sanctions and serious harm to our reputation. We have adopted a Code of Business Conduct and Ethics, but it is not always possible to identify and deter employee misconduct, and the precautions we take to detect and
prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or
regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or
other sanctions.

In addition, during the course of our operations, our directors, executives and employees may have access to
material, nonpublic information regarding our business, our results of operations or potential transactions we are considering. Despite our adoption of an Insider Trading Policy, we may not be able to prevent a director, executive or employee from
trading in our common stock on the basis of, or while having access to, material, nonpublic information. If a director, executive or employee was to be investigated, or an action was to be brought against a director, executive or employee for
insider trading, it could have a negative impact on our reputation and our stock price. Such a claim, with or without merit, could also result in substantial expenditures of time and money, and divert attention of our management team from other
tasks important to the success of our business.

RISKS RELATING TO OUR INTELLECTUAL PROPERTY

If we or any of our licensees or assignees breach any of the agreements under which we or they license or transfer our 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 August 2009 license agreement with Debiopharm, 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.



39



---

##### Table of Contents



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 drug candidate or candidates.

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

There is substantial litigation and other opposition 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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 future products 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



40



---

##### Table of Contents

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.

We face risks relating to the enforcement of our intellectual property rights in China that could adversely affect our business.

Pursuant to our contract research agreement with a medicinal chemistry provider in China, we currently engage approximately 25 medicinal
chemists in China to perform drug discovery research and we seek to protect our intellectual property rights under this arrangement through, among other things, non-disclosure and assignment of invention covenants. Implementation and enforcement of
Chinese intellectual property-related laws has historically been inconsistent and damages assessed may 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, including our contract research agreement with a medicinal chemistry provider in China, 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 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 product candidates may make them prohibitively expensive.

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.



41



---

##### Table of Contents



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.
| | - |  | ----------------------------------------------------------------------------------------------

Because we rely on a limited number of suppliers for the raw materials used in our product candidates, any delay or interruption in
the supply of such raw materials could lead to delays in the manufacture and supply of our product candidates.

We rely on
third parties to supply certain raw materials necessary to produce our drug candidates, including CUDC-101, for preclinical studies and clinical trials. There are a small number of suppliers for certain raw materials that we use to manufacture our
drug candidates. Such suppliers may not sell these raw materials to us at the times we need them or on commercially reasonable terms, or delivery of these raw materials may be delayed or interrupted. Although we generally do not begin a preclinical
study or clinical trial unless we believe we have a sufficient supply of a drug candidate to complete such study or trial, any significant delay in the supply of raw materials for our drug candidates for an ongoing clinical trial due to the need to
replace a third-party supplier could considerably delay completion of certain preclinical studies and/or clinical trials. Moreover, if we were unable to purchase raw materials after regulatory approval had been obtained for our drug candidates, the
commercial launch of our drug candidates would be delayed or there would be a shortage in supply, which would impair our ability to generate revenues from the sale of our drug candidates.

We have no sales or marketing experience and, as such, plan to depend significantly on third parties who may not successfully market
and sell any products we develop.

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 and Debiopharm, we have granted
Genentech and Debiopharm 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.
| | - |  | -------------------------------------------------------------

Even if we successfully commercialize any products under development, either alone or in collaboration, we face uncertainty with
respect to pricing, third-party reimbursement and healthcare reform, all of which could adversely affect the commercial success of our product candidates.

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



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



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



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



42



---

##### Table of Contents



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



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

Third party payers are increasingly challenging the prices charged for medical products and services. For example, 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 foreign equivalent, 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. Prices could also be driven down by health maintenance organizations that control or significantly influence purchases of healthcare services and products. 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 or we may be required to offer our products at prices lower than anticipated.

In both the U.S. and some foreign jurisdictions, there have been a number of legislative and regulatory proposals and initiatives to
change the health care system in ways that could affect our ability to sell our products profitably. Some of these proposed and implemented reforms could result in reduced reimbursement rates for our potential products, which would adversely affect
our business strategy, operations and financial results. For example, in March 2010, President Obama signed into law a legislative overhaul of the U.S. healthcare system, known as the Patient Protection and Affordable Care Act of 2010, as amended by
the Healthcare and Education Affordability Reconciliation Act of 2010, which we refer to as the PPACA. This legislation may have far reaching consequences for life science companies like us. As a result of this new legislation, substantial changes
could be made to the current system for paying for healthcare in the United States, including changes made in order to extend medical benefits to those who currently lack insurance coverage. Extending coverage to a large population could
substantially change the structure of the health insurance system and the methodology for reimbursing medical services, drugs and devices. These structural changes could entail modifications to the existing system of private payors and government
programs, such as Medicare and Medicaid, creation of a government-sponsored healthcare insurance source, or some combination of both, as well as other changes. Restructuring the coverage of medical care in the United States could impact the
reimbursement for prescribed drugs, biopharmaceuticals and medical devices. If reimbursement for our approved product candidates, if any, is substantially less that we expect in the future, or rebate obligations associated with them are
substantially increased, our business could be materially and adversely impacted. In addition, the Medicare Prescription Drug Improvement and Modernization Act of 2003, or MPDIMA, reformed the way Medicare will cover and reimburse for pharmaceutical
products. This legislation could also decrease the coverage and price that we may receive for our approved product candidates, if any.

The cost-containment measures that healthcare providers are instituting and the results of healthcare reforms such as the PPACA and the MPDIMA may prevent us from maintaining prices for our approved
product candidates 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 approved product candidates, if any, are marketed
outside of the United States, foreign government pricing controls and other regulations may prevent us from maintaining prices for such products that are sufficient for us to realize profits and may otherwise significantly harm our business,
financial condition and operating results.

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. During 2009, our common stock closed at prices that were 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. If in the future we fail to satisfy the NASDAQ Global 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.



43



---

##### Table of Contents



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 traded within a range of a high price of $3.70 and a low price of $0.68 per share for the period January 1, 2008 through October 22,
2010. The stock market, particularly in recent years, has experienced significant volatility with respect to pharmaceutical and biotechnology 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, as was seen with our recent announcement of Genentechs
unfavorable results in its phase II clinical trials for GDC-0449 in colorectal cancer and ovarian cancer;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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 September 30, 2010, we had approximately 75.6 million shares of
common stock outstanding. The average daily trading volume in our common stock during the prior 90 trading days ending on September 30, 2010 was approximately 506,000 shares. A more active public market for our common stock may not develop,
which would continue to adversely affect the trading price and liquidity of our common stock. Moreover, common stock with a thin trading market may experience greater price fluctuation 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 shares issued 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 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.



44



---

##### Table of Contents



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 September 30, 2010, we believe that our directors, executive officers and principal
stockholders, together with their affiliates, owned, in the aggregate, approximately 24% of our outstanding common stock. As a result, these stockholders, if acting together, will be able to exert influence over the management and affairs of our
company and over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership could 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.



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

The exhibits
filed herewith or incorporated by reference are set forth on the exhibit index attached hereto.



45



---

##### Table of Contents



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: October 28, 2010 |  | By:         |  | /S/    MICHAEL P.
GRAY                                                                                          
|                        |  |             |  | Michael P. Gray Chief Operating Officer and Chief Financial Officer (Principal Financial
and Accounting Officer)



46



---

##### Table of Contents



EXHIBIT INDEX



|               |  |                                                                                                                                                                    
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description                                                                                                                                                        
|               | 
|10.1           |  | Lease agreement, effective September 16, 2010 (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on September 21,
2010
|               | 
|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                                             



47