Exhibit 10.23



TELIK, INC.



CHANGE OF CONTROL SEVERANCE BENEFIT PLAN



Section 1.    INTRODUCTION.



The Telik, Inc. Change of Control Severance
Benefit Plan (the Plan) was established effective February 21, 2003. The purpose of the Plan is to provide for the payment of severance benefits to certain eligible employees of Telik, Inc. (the
Company) whose employment with the Company is terminated under specified circumstances following a Change of Control. Except as provided in clause (ii) of Section 4(b) below, this Plan shall supersede any severance benefit
plan, policy or practice previously maintained by the Company. This Plan document is also the Summary Plan Description for the Plan.



Section 2.    DEFINITIONS.



For purposes of the Plan, the following terms are defined as follows:



(a)Annual Target
Bonus means the Eligible Employees target cash bonus.



(b)Base Salary means the Eligible Employees annual base salary.



(c)Board means the Board of Directors of the
Company.



(d)Change of Control means the occurrence in a single transaction or in a series of related transactions of any one or more of the following events:



(i)    any person
(within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended) becomes the owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Companys
then outstanding securities other than by virtue of a merger, consolidation or similar transaction.



(ii)    there is consummated a merger, consolidation or similar transaction involving (directly
or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities
representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than 50% of the combined outstanding voting power of the parent of the surviving entity in such
merger, consolidation or similar transaction; or



(iii)    there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease,
license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than 50% of the combined voting power of the



1.



---



voting
securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other disposition.



Once a Change of Control has occurred, no future events will
constitute a Change of Control for purposes of the Plan.



(e)Company means Telik, Inc. or, following a Change of Control, the surviving entity resulting from such transaction or the parent company of such surviving entity.



(f)    Covered Benefit Plan means any medical, dental, group term life, accidental death and dismemberment, optional group term life, short term disability and long term disability
plan sponsored by the Company for the benefit of its employees.



(g)Covered Termination means either an Involuntary Termination Without Cause or a voluntary termination by an Eligible Employee for any reason
or no reason which occurs within 12 months following the effective date of a Change of Control.



(h)Eligible Employeemeans an employee of the Company who has been designated by the Board as an Eligible Employee and whose employment with the
Company terminates due to a Covered Termination.



(i)Involuntary Termination Without Cause means an Eligible Employees involuntary termination of employment by the Company for a reason other than Cause.
Cause means the occurrence of any one or more of the following:



(i)    the Eligible Employees conviction of, or plea of no contest with respect to, any
crime involving fraud, dishonesty or moral turpitude;



(ii)    the Eligible Employees attempted commission of or participation in a fraud or act of dishonesty against the Company that results in (or might have reasonably resulted in) material
harm to the business of the Company;



(iii)    the Eligible Employees intentional, material violation of any contract or agreement between the Eligible Employee and the Company or any statutory duty the Eligible Employee owes to the
Company; or



(iv)    the Eligible Employees conduct that constitutes gross misconduct, insubordination, incompetence or habitual neglect of duties and that results in (or might have reasonably resulted in)
material harm to the business of the Company.



The conduct described under clause (iii) or (iv) above will only constitute Cause if such conduct is not cured within 15 days after the Eligible Employees receipt of written notice from the Company or the Board specifying the
particulars of the conduct that may constitute Cause.



2.



---



(j)Participation Agreementmeans the agreement executed by the Company and an Eligible Employee pursuant to which such Eligible Employee will participate in the Plan.



Section 3.    ELIGIBILITY
FOR BENEFITS.



Subject to the requirement set forth in this Section, the Company will provide the severance benefits described in Section 4 to Eligible Employees whose employment is terminated pursuant to a Covered Termination. In order to be
eligible to receive benefits under the Plan, an Eligible Employee must execute a general waiver and release in substantially the form attached hereto as EXHIBIT A,EXHIBITB or
EXHIBITC, as appropriate, and such release must become effective in accordance with its terms. The Company, in its discretion, may modify the form of the required release to comply with applicable
law and shall determine the form of the required release, which may be incorporated into a termination agreement or other agreement with the Eligible Employee.



Section 4.    AMOUNT OF BENEFIT.



(a)Severance
Benefits.    Each Eligible Employee shall be designated as a either a Level I, Level II or Level III Eligible Employee.Severance benefits under the Plan, if any, shall be provided to each Eligible Employee based on
his or her designation as a Level I, Level II or Level III Eligible Employee, in the respective amounts provided in APPENDIX A, APPENDIX Bor APPENDIX C attached hereto.



(b)Certain
Reductions.    The Company, in its sole discretion, shall have the authority to reduce an Eligible Employees severance benefits, in whole or in part, by any other severance benefits, pay in lieu of notice, or other
similar benefits payable to the Eligible Employee by the Company in connection with the Eligible Employees termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and
Retraining Notification Act (also known as the WARN Act), (ii) an individually negotiated contract or agreement by and between an Eligible Employee and the Company relating to severance benefits payable following a Change of Control that
is in effect on his or her termination date, unless the Eligible Employee has expressly waived his or her rights under such individually negotiated contract or agreement in the applicable Participation Agreement, or (iii) any Company policy or
practice providing for the Eligible Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible Employees employment. The benefits provided under the Plan are intended to satisfy,
in whole or in part, any and all statutory obligations that may arise out of an Eligible Employees termination of employment, and the Plan Administrator shall so construe and implement the terms of the Plan. The Companys decision to
apply such reductions to the severance benefits of one Eligible Employee and the amount of such reductions shall in no way obligate the Company to apply the same reductions in the same amounts to the severance benefits of any other Eligible
Employee, even if similarly situated. In the Companys sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being recharacterized as payments pursuant to the Companys statutory
obligation.



3.



---



Section
5.    LIMITATIONS ON BENEFITS.



(a)Mitigation.    Except as otherwise specifically provided herein, an Eligible
Employee shall not be required to mitigate damages or the amount of any payment provided under the Plan by seeking other employment or otherwise, nor shall the amount of any payment provided for under the Plan be reduced by any compensation earned
by an Eligible Employee as a result of employment by another employer or any retirement benefits received by such Eligible Employee after the date of the Covered Termination.



(b)Termination of Benefits.    Benefits under the
Plan shall terminate immediately if the Eligible Employee, at any time, violates any proprietary information or confidentiality obligation to the Company.



(c)Non-Duplication of Benefits.    No Eligible Employee is eligible to receive
benefits under the Plan more than one time.



(d)Indebtedness of Eligible Employees.    If an Eligible Employee is indebted to the Company or an affiliate of the Company on the date of his or her Covered Termination, the
Company reserves the right to offset any severance benefits under the Plan by the amount of such indebtedness.



Section 6.    RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION;
OTHER AGREEMENTS.



(a)Exclusive Discretion.    The Plan Administrator shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the
Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility
to participate in the Plan and amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons.



(b)Amendment or
Termination.    The Company reserves the right to amend or terminate the Plan (including the Exhibits and Appendices attached hereto) and the benefits provided hereunder at any time.



(c)Absence of Other
Agreements; Conflicts.    The Plan and an Eligible Employees Participation Agreement, and any subsequently adopted amendment to either of these documents, shall constitute the entire agreement between the Company and
such Eligible Employee regarding benefits under the Plan. No oral statement regarding the Plan may be relied upon by an Eligible Employee. If there are any conflicts between the terms of the Plan and an Eligible Employees Participation
Agreement, the terms of the Plan shall control.



Section
7.    NO IMPLIED EMPLOYMENT CONTRACT.



The Plan shall not be deemed (i) to give any employee or other person any right to be retained in the employ of the Company or (ii) to
interfere with the right of the Company to



4.



---



discharge any employee or
other person at any time, with or without cause, which right is hereby reserved.



Section 8.    LEGAL CONSTRUCTION.



The Plan is intended to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of 1974
(ERISA) and, to the extent not preempted by ERISA, the laws of the State of California.



Section 9.    CLAIMS, INQUIRIES AND APPEALS.



(a)Applications for
Benefits and Inquiries.    Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or
her authorized representative) at the following address:



Telik, Inc.

750 Gateway Boulevard

South San Francisco, CA 94080



(b)Denial of Claims.    In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide the
applicant with written or electronic notice of the denial of the application, and of the applicants right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will
be set forth in a manner designed to be understood by the applicant and will include the following:



(i)    the specific reason or reasons for the denial;



(ii)    references
to the specific Plan provisions upon which the denial is based;



(iii)    a description of any additional information or material that the Plan Administrator needs to complete the review and an explanation of why such information or
material is necessary; and



(iv)    an explanation of the Plans review procedures and the time limits applicable to such procedures, including a statement of the applicants right to bring a civil action under Section
502(a) of ERISA following a denial on review of the claim, as described in Section 9(d) below.



This notice of denial will be given to the applicant within 90 days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the
Plan Administrator has up to an additional 90 days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial 90 day period.



5.



---



This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the application.



(c)Request for a
Review.    Any person (or that persons authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator
within 60 days after the application is denied to the following address:



Telik, Inc.

750 Gateway Boulevard

South San Francisco, CA 94080



A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any
other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Plan Administrator may require the applicant to submit) written comments, documents, records, and other
information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her
claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered
in the initial benefit determination.



(d)Decision on Review.    The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless special circumstances require an
extension of time (not to exceed an additional 60 days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial 60 day period. This
notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render its decision on the review. The Plan Administratorwill give prompt, written or electronic
notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the
notice will set forth, in a manner calculated to be understood by the applicant, the following:



(i)    the specific reason or reasons for the denial;



(ii)    references
to the specific Plan provisions upon which the denial is based;



(iii)    a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other
information relevant to his or her claim; and



(iv)    a statement of the applicants right to bring a civil action under Section 502(a) of ERISA.



6.



---



(e)Rules and Procedures.    The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out
its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicants own expense.



(f)Exhaustion
of Remedies.    No legal action for benefits under the Plan may be brought until the claimant (i) has submitted a written application for benefits in accordance with the procedures described by Section 9(a) above, (ii) has
been notified by the Plan Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 9(c) above, and (iv) has been notified that the
Plan Administrator has denied the appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to a Participants claim or appeal within the relevant time limits specified in this Section 9, the Participant may bring legal
action for benefits under the Plan pursuant to Section 502(a) of ERISA.



Section 10.    BASIS OF PAYMENTS TO AND FROM PLAN.



All benefits under the Plan shall be paid by the Company. The
Plan shall be unfunded, and benefits hereunder shall be paid only from the general assets of the Company.



Section 11.    OTHER PLAN INFORMATION.



(a)Employer and Plan Identification Numbers.    The Employer Identification
Number assigned to the Company (which is the Plan Sponsor as that term is used in ERISA) by the Internal Revenue Service is 93-0987903. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to the instructions
of the Internal Revenue Service is 510.



(b)Ending Date for Plans Fiscal Year.    The date of the end of the fiscal year for the purpose of maintaining the Plans records is December 31.



(c)Agent for the Service of
Legal Process.    The agent for the service of legal process with respect to the Plan is Telik, Inc., 750 Gateway Boulevard, South San Francisco, CA 94080.



(d)Plan Sponsor and Administrator.    The
Plan Sponsor and the PlanAdministrator of the Plan is Telik, Inc., 750 Gateway Boulevard, South San Francisco, CA 94080. The Plan Sponsors and Plan Administrators
telephone number is (650) 244-9303. The Plan Administrator is the named fiduciary charged with the responsibility for administering the Plan.



Section 12.    STATEMENT OF ERISA RIGHTS.



Participants in this Plan (which is a welfare benefit plan
sponsored by the Company) are entitled to certain rights and protections under ERISA. If you are an Eligible Employee, you are considered a participant in the Plan and, under ERISA, you are entitled to:



7.



---



Receive
Information About Your Plan and Benefits



(a)    Examine, without charge, at the Plan Administrators office and at other specified locations, such as worksites, all documents governing the Plan and a copy of the latest annual report (Form
5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration;



(b)    Obtain, upon written request to the Plan Administrator, copies of documents
governing the operation of the Plan and copies of the latest annual report (Form 5500 Series) and updated Summary Plan Description. The Administrator may make a reasonable charge for the copies; and



(c)    Receive a summary of the
Plans annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.





Prudent Actions by Plan Fiduciaries



In addition to creating rights for Plan participants, ERISA
imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan
participants and beneficiaries. No one, including your employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA.





Enforce Your Rights



If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to
appeal any denial, all within certain time schedules.



Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a
Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the
Administrator.



If you have a claim for benefits
which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the Plans decision or lack thereof concerning the qualified status of a domestic relations order or a medical
child support order, you may file suit in Federal court.



If it should happen that Plan fiduciaries misuse the Plans money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal
court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have



8.



---



sued to pay these costs and
fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.





Assistance with Your Questions



If you have any questions about the Plan, you should contact
the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Pension and Welfare
Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration.



Section 13.    EXECUTION.



To record the adoption of the Plan as set
forth herein, effective as of February 21, 2003, Telik Inc. has caused its duly authorized officer to execute the same this 21st day of February, 2003.



TELIK, INC.By:

/s/    MICHAEL M. WICKMichael M. Wick, M.D., Ph.D.Title:

Chairman and Chief Executive Officer










9.



---



EXHIBIT A



RELEASE AGREEMENT

(For Employees Age 40 or OlderIndividual Termination)



I understand and agree completely to the terms set forth in
the Telik, Inc. Change of Control Severance Benefit Plan (the Plan). Certain capitalized terms used in this Release Agreement are defined in the Plan.



I hereby confirm my obligations under the Companys proprietary information and inventions
agreement.



I acknowledge that I have read
and understand Section 1542 of the California Civil Code which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor. I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of
any claims I may have against the Company.



I
hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company.



In exchange for the benefits I am receiving under the Plan to
which I am otherwise not entitled, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Agreement. This general
release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including
salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the
implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including claims
for discrimination, harassment, retaliation, attorneys fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act
of 1967 (as amended) (ADEA), and the California Fair Employment and Housing Act (as amended).



I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the
consideration given under the Plan for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the
ADEA, that: (A) my waiver and release do not apply to any rights or claims that



1.



---



may arise on or after the date
I execute this Release Agreement; (B) I have the right to consult with an attorney prior to executing this Release Agreement; (C) I have 21 days to consider this Release Agreement (although I may choose to voluntarily execute it earlier); (D) I have
seven days following my execution of this Release Agreement to revoke it; and (E) this Release Agreement shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after I execute this Release
Agreement.



EMPLOYEEName:Date:










2.



---



EXHIBIT B



RELEASE AGREEMENT

(For Employees Under Age 40Individual and Group Termination)



I understand and agree completely to the
terms set forth in the Telik, Inc. Change of Control Severance Benefit Plan (the Plan). Certain capitalized terms used in this Release Agreement are defined in the Plan.



I hereby confirm my obligations under the Companys
proprietary information and inventions agreement.



I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at
the time of executing the release, which if known by him must have materially affected his settlement with the debtor. I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims I may have against the Company.



In exchange for the benefits I am receiving under the Plan to which I am otherwise not entitled, I hereby generally and completely release the Company and its directors, officers, employees,
shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way
related to events, acts, conduct, or omissions occurring prior to my signing this Agreement. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the
termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other
ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys fees, or other claims arising under the federal Civil Rights Act of 1964
(as amended), the federal Americans with Disabilities Act of 1990, and the California Fair Employment and Housing Act (as amended).



I understand that I have seven days to consider this Release Agreement (although I may voluntarily execute it earlier).



EMPLOYEEName:Date:






3.



---



EXHIBIT C



RELEASE AGREEMENT

(For Employees Age 40 or OlderGroup Termination)



I understand and agree completely to the terms set forth in
the Telik, Inc. Change of Control Severance Benefit Plan (the Plan). Certain capitalized terms used in this Release Agreement are defined in the Plan.



I hereby confirm my obligations under the Companys proprietary information and inventions agreement.



I acknowledge that I have read and understand
Section 1542 of the California Civil Code which reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must
have materially affected his settlement with the debtor. I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.



In exchange for the
benefits I am receiving under the Plan to which I am otherwise not entitled, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent
and subsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing
this Agreement. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits
from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local
statutory claims, including claims for discrimination, harassment, retaliation, attorneys fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal
Age Discrimination in Employment Act of 1967 (as amended) (ADEA), and the California Fair Employment and Housing Act (as amended).



I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the
consideration given under the Plan for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the
ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release Agreement; (B) I have the right to consult with an attorney prior to executing this Release Agreement; (C) I have
45 days to consider this Release Agreement (although I may choose to voluntarily execute it earlier); (D) I have seven



1.



---



days following my execution of
this Release Agreement to revoke it; (E) this Release Agreement shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after I execute this Release Agreement; and (F) I have received with
this Release Agreement a detailed list of the job titles and ages of all employees who are eligible for severance benefits under the Plan in this group termination and the ages of all employees of the Company in the same job classification or
organizational unit who are not eligible for severance benefits under the Plan.



EMPLOYEEName:Date:




2.



---



APPENDIX A



TELIK, INC.

CHANGE OF
CONTROL SEVERANCE BENEFIT PLAN



LEVEL I ELIGIBLE EMPLOYEES



Severance benefits provided to Eligible Employees under the Telik, Inc. Change of Control Severance Benefit Plan (the
Plan) are set forth below. Capitalized terms not explicitly defined in this APPENDIX A but defined in the Plan shall have the same definitions as in the Plan.



Each Eligible Employee who is designated in the Participation
Agreement as being in Level I shall receive the following benefits as a result of a Covered Termination:



|1. |  | Cash Severance Benefits.    Within ten days following a Covered Termination, the Eligible Employee shall receive a lump sum cash
payment equal to two times the greater of: (i) the sum of the Eligible Employees Base Salary and the greater of: (a) the annual cash bonus paid to the Eligible Employee in the prior year; or (b) the Eligible Employees Annual Target Bonus
as in effect on the date of the Covered Termination; or (ii) the sum of Eligible Employees Base Salary and the greater of: (a) the annual cash bonus paid to such Eligible Employee in the prior year; or (b) the Eligible Employees Annual
Target Bonus as in effect immediately prior to the Change of Control. Such payment shall be subject to all applicable tax withholding.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | Employee Benefit Plans.    With respect to each Eligible Employee who is enrolled in or participates in a Covered Benefit Plan
sponsored by the Company on the date of his or her Covered Termination, the Company shall pay that portion of the coverage premiums of the Eligible Employee (and his or her eligible dependents) under such Covered Benefit Plan which the Company paid
prior to the Covered Termination for 24 months following the date of the Covered Termination; provided, however, that no such premium payments shall be made following the effective date of the Eligible Employees coverage by a plan (or
plans) provided by a subsequent employer which includes benefits that, taken as a whole, are substantially equivalent to the Covered Benefit Plans. Each Eligible Employee shall be required to notify the Company immediately if the Eligible Employee
becomes covered by a benefit plan provided by a subsequent employer.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | COBRA Continuation Coverage.    Each Level I Eligible Employee who is enrolled in a health, dental, or vision plan sponsored by the
Company may be eligible to continue coverage under such health, dental, or vision plan (or to convert to an individual policy), at the time of the Eligible Employees Covered Termination, under the Consolidated Omnibus Budget Reconciliation Act
of 1985 (COBRA). The Company will notify the Eligible Employee of any such right to continue such coverage at the time of termination pursuant to COBRA. No provision of this Plan will affect the continuation coverage rules
under COBRA, except that the Companys payment, if any, of applicable insurance premiums pursuant to Section 2 above, will be credited as payment by the Eligible Employee for purposes of the Eligible Employees payment required under
COBRA. Therefore, the period during which an Eligible Employee may elect to continue the
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



1.



---

Companys health, dental, or vision plan coverage at his or her own expense under
COBRA, the length of time during which COBRA coverage will be made available to the Eligible Employee, and all other rights and obligations of the Eligible Employee under COBRA (except the obligation to pay insurance premiums that the Company may,
in its sole discretion, elect to pay pursuant to Section 2 above) will be applied in the same manner that such rules would apply in the absence of this Plan. Upon the expiration of the 24 month period during which the Company pays the Eligible
Employees insurance premiums, the Eligible Employee will be responsible for the entire payment of premiums required under COBRA for the duration of the COBRA period, if any. For purposes of this Section 3, any applicable premiums that may be
paid by the Company shall not include any amounts payable by an Eligible Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Eligible Employee.



|4. |  | Stock Option Vesting.    Following an Eligible Employees Covered Termination, all of such Eligible Employees unvested
stock options shall immediately vest and become immediately exercisable.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | Parachute Payments.    If any payment, distribution or benefit you would receive from the Company or otherwise, but determined
without regard to any additional payment required under this Section 5, pursuant to a Change of Control of the Company (Payment), would (i) constitute a parachute payment within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the Code), and (ii) be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively referred to as the Excise Tax), then you shall be entitled to receive from the Company an additional payment (the Gross-Up
Payment) in an amount that shall fund the payment by you of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or
penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control
shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized
accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.



The accounting firm engaged to make the determinations
hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and you within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by the
Company or you) or such other time as requested by the Company or you. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and you with an opinion reasonably acceptable to you that
no Excise Tax will be imposed with respect to



2.



---



such Payment.
Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and you.



|6. |  | Other Employee Benefits.    Except as provided in Section 2 above (and except to the extent that a conversion privilege may be
available thereunder), all benefits provided by the Company shall terminate as of the date of the Eligible Employees Covered Termination.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. |  | Reductions Pursuant to Section 4(b) of the Plan.    The severance benefits set forth in this APPENDIX A are
subject to certain reductions under Section 4(b) of the Plan.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Plan Administrator reserves the right to amend this APPENDIX A and the benefits provided hereunder at any time.



APPENDIX A Adopted: February 21, 2003TELIK, INC.By:

/s/    MICHAEL M. WICKMichael M. Wick, M.D., Ph.D.Title:

Chairman and Chief Executive Officer




3.



---



APPENDIX B



TELIK, INC.

CHANGE OF
CONTROL SEVERANCE BENEFIT PLAN



LEVEL II ELIGIBLE EMPLOYEES



Severance benefits provided to Eligible Employees under the Telik, Inc. Change of Control Severance Benefit Plan (the
Plan) are set forth below. Capitalized terms not explicitly defined in this APPENDIX B but defined in the Plan shall have the same definitions as in the Plan.



Each Eligible Employee who is designated in the Participation
Agreement as being in Level II shall receive the following benefits as a result of a Covered Termination:



|1. |  | Cash Severance Benefits.    Within ten days following a Covered Termination, the Eligible Employee shall receive a lump sum cash
payment equal to the greater of: (i) the sum of the Eligible Employees Base Salary and the greater of: (a) the annual cash bonus paid to the Eligible Employee in the prior year; or (b) the Eligible Employees Annual Target Bonus as in
effect on the date of the Covered Termination; or (ii) the sum of Eligible Employees Base Salary and the greater of: (a) the annual cash bonus paid to such Eligible Employee in the prior year; or (b) the Eligible Employees Annual Target
Bonus as in effect immediately prior to the Change of Control. Such payment shall be subject to all applicable tax withholding.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | Employee Benefit Plans.    With respect to each Eligible Employee who is enrolled in or participates in a Covered Benefit Plan
sponsored by the Company on the date of his or her Covered Termination, the Company shall pay that portion of the coverage premiums of the Eligible Employee (and his or her eligible dependents) under such Covered Benefit Plan which the Company paid
prior to the Covered Termination for 12 months following the date of the Covered Termination; provided, however, that no such premium payments shall be made following the effective date of the Eligible Employees coverage by a plan (or
plans) provided by a subsequent employer which includes benefits that, taken as a whole, are substantially equivalent to the Covered Benefit Plans. Each Eligible Employee shall be required to notify the Company immediately if the Eligible Employee
becomes covered by a benefit plan provided by a subsequent employer.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | COBRA Continuation Coverage.    Each Level II Eligible Employee who is enrolled in a health, dental, or vision plan sponsored by
the Company may be eligible to continue coverage under such health, dental, or vision plan (or to convert to an individual policy), at the time of the Eligible Employees Covered Termination, under the Consolidated Omnibus Budget Reconciliation
Act of 1985 (COBRA). The Company will notify the Eligible Employee of any such right to continue such coverage at the time of termination pursuant to COBRA. No provision of this Plan will affect the continuation coverage
rules under COBRA, except that the Companys payment, if any, of applicable insurance premiums pursuant to Section 2 above, will be credited as payment by the Eligible Employee for purposes of the Eligible Employees payment required under
COBRA. Therefore, the period during which an Eligible Employee may elect to continue the
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



1.



---



Companys
health, dental, or vision plan coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made available to the Eligible Employee, and all other rights and obligations of the Eligible Employee under COBRA
(except the obligation to pay insurance premiums that the Company may, in its sole discretion, elect to pay pursuant to Section 2 above) will be applied in the same manner that such rules would apply in the absence of this Plan. Upon the expiration
of the 12 month period during which the Company pays the Eligible Employees insurance premiums, the Eligible Employee will be responsible for the entire payment of premiums required under COBRA for the duration of the COBRA period. For
purposes of this Section 3, any applicable premiums that may be paid by the Company shall not include any amounts payable by an Eligible Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are
the sole responsibility of the Eligible Employee.



|4. |  | Stock Option Vesting.    Following an Eligible Employees Covered Termination, all of such Eligible Employees unvested
stock options shall immediately vest and become immediately exercisable.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | Parachute Payments.    If any payment, distribution or benefit you would receive from the Company or otherwise, but determined
without regard to any additional payment required under this Section 5, pursuant to a Change of Control of the Company (Payment), would (i) constitute a parachute payment within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the Code), and (ii) be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively referred to as the Excise Tax), then you shall be entitled to receive from the Company an additional payment (the Gross-Up
Payment) in an amount that shall fund the payment by you of any Excise Tax on the Payment as well as all income and employment taxes imposed on the Gross-Up Payment, any Excise Tax imposed on the Gross-Up Payment and any interest or
penalties imposed with respect to income and employment taxes imposed on the Gross-Up Payment.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control
shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized
accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.



The accounting firm engaged to make the determinations
hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and you within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by the
Company or you) or such other time as requested by the Company or you. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and you with an opinion reasonably acceptable to you that
no Excise Tax will be imposed with respect to



19



---



such Payment.
Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and you.



|6. |  | Other Employee Benefits.    Except as provided in Section 2 above (and except to the extent that a conversion privilege may be
available thereunder), all benefits provided by the Company shall terminate as of the date of the Eligible Employees Covered Termination.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. |  | Reductions Pursuant to Section 4(b) of the Plan.    The severance benefits set forth in this APPENDIX B are
subject to certain reductions under Section 4(b) of the Plan.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Plan Administrator reserves the right to amend this APPENDIX B and the benefits provided hereunder at any time.



APPENDIX BAdopted: February 21, 2003TELIK, INC.By:

/s/    MICHAEL M. WICKMichael M. Wick, M.D., Ph.D.Title:

Chairman and Chief Executive Officer




3.



---



APPENDIX C



TELIK, INC.

CHANGE OF
CONTROL SEVERANCE BENEFIT PLAN



LEVEL III ELIGIBLE EMPLOYEES



Severance benefits provided to Eligible Employees under the Telik, Inc. Change of Control Severance Benefit Plan (the
Plan) are set forth below. Capitalized terms not explicitly defined in this APPENDIX C but defined in the Plan shall have the same definitions as in the Plan.



Each Eligible Employee who is designated in the Participation
Agreement as being in Level III shall receive the following benefits as a result of a Covered Termination:



|1. |  | Cash Severance Benefits.    Within ten days following a Covered Termination, such Eligible Employee shall receive a lump sum cash
payment equal 50% (or, in the case of an Eligible Employee who has not been continuously employed by the Company for the two years ending on the date of the Change of Control, 25%) of the greater of: (i) the sum of the Eligible Employees Base
Salary and the greater of: (a) the annual cash bonus paid to the Eligible Employee in the prior year; or (b) the Eligible Employees Annual Target Bonus as in effect on the date of the Covered Termination; or (ii) the sum of Eligible
Employees Base Salary and the greater of: (a) the annual cash bonus paid to such Eligible Employee in the prior year; or (b) the Eligible Employees Annual Target Bonus as in effect immediately prior to the Change of Control. Such payment
shall be subject to all applicable tax withholding.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | Employee Benefit Plans.    With respect to each Eligible Employee who is enrolled in or participates in a Covered Benefit Plan
sponsored by the Company on the date of his or her Covered Termination, the Company shall pay that portion of the coverage premiums of the Eligible Employee (and his or her eligible dependents) under such Covered Benefit Plan which the Company paid
prior to the Covered Termination for 6 (or, in the case of an Eligible Employee who has not been continuously employed by the Company for the two years ending on the date of the Change of Control, 3) months following the date of the Covered
Termination; provided, however, that no such premium payments shall be made following the effective date of the Eligible Employees coverage by a plan (or plans) provided by a subsequent employer which includes benefits that, taken as a
whole, are substantially equivalent to the Covered Benefit Plans. Each Eligible Employee shall be required to notify the Company immediately if the Eligible Employee becomes covered by a benefit plan provided by a subsequent employer.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | COBRA Continuation Coverage.    Each Level III Eligible Employee who is enrolled in a health, dental, or vision plan sponsored by
the Company may be eligible to continue coverage under such health, dental, or vision plan (or to convert to an individual policy), at the time of the Eligible Employees Covered Termination, under the Consolidated Omnibus Budget Reconciliation
Act of 1985 (COBRA). The Company will notify the Eligible Employee of any such right to continue such coverage at the time of termination pursuant to COBRA. No provision of this Plan will affect the continuation
coverage
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



1.



---

rules under COBRA, except that the Companys payment, if any, of applicable insurance
premiums pursuant to Section 2 above, will be credited as payment by the Eligible Employee for purposes of the Eligible Employees payment required under COBRA. Therefore, the period during which an Eligible Employee may elect to continue the
Companys health, dental, or vision plan coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made available to the Eligible Employee, and all other rights and obligations of the Eligible
Employee under COBRA (except the obligation to pay insurance premiums that the Company may, in its sole discretion, elect to pay pursuant to Section 2 above) will be applied in the same manner that such rules would apply in the absence of this Plan.
Upon the expiration of the 6-month or 3-month period, as applicable, during which the Company pays the Eligible Employees insurance premiums, the Eligible Employee will be responsible for the entire payment of premiums required under COBRA for
the duration of the COBRA period. For purposes of this Section 3, any applicable premiums that may be paid by the Company shall not include any amounts payable by an Eligible Employee under an Internal Revenue Code Section 125 health care
reimbursement plan, which amounts, if any, are the sole responsibility of the Eligible Employee.



|4. |  | Stock Option Vesting.    Following an Eligible Employees Covered Termination, all of such Eligible Employees unvested
stock options which (without giving effect to this sentence) would normally vest within 24 months of the date of the Covered Termination, shall vest and become immediately exercisable.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | Parachute Payments.    If any payment or benefit the Eligible Employee would receive in connection with a Change of Control from
the Company or otherwise (Payment) would (i) constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the Code), and (ii) but
for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the Excise Tax), then such Payment shall be equal to the Reduced Amount. The Reduced Amount shall be either (x)
the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable
federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Eligible Employees receipt, on an after-tax basis, of the greater amount of the Payment
notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Reduced Amount, reduction shall
occur in the following order unless the Eligible Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the
Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be
cancelled in the reverse order of the date of grant of the Eligible Employees stock awards unless the Eligible Employee elects in writing a different order for cancellation.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2.



---



The
accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant
or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the
determinations by such accounting firm required to be made hereunder.



The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Eligible Employee within 15 calendar days after the
date on which the Eligible Employees right to a Payment is triggered (if requested at that time by the Company or the Eligible Employee) or such other time as requested by the Company or the Eligible Employee. If the accounting firm determines
that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Eligible Employee with an opinion reasonably acceptable to Executive that no Excise Tax will
be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Eligible Employee.



|6. |  | Other Employee Benefits.    Except as provided in Section 2 above (and except to the extent that a conversion privilege may be
available thereunder), all benefits provided by the Company shall terminate as of the date of the Eligible Employees Covered Termination.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. |  | Reductions Pursuant to Section 4(b) of the Plan.    The severance benefits set forth in this APPENDIX C are
subject to certain reductions under Section 4(b) of the Plan.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Plan Administrator reserves the right to amend this APPENDIX C and the benefits provided hereunder at any time.



APPENDIX C Adopted: February 21, 2003TELIK, INC.By:

/s/    MICHAEL M. WICKMichael M. Wick, M.D., Ph.D.Title:

Chairman and Chief Executive Officer




3.



---



SCHEDULE OF BENEFITS LEVELS

PURSUANT TO CHANGE OF CONTROL SEVERANCE BENEFITS PLAN OF TELIK,
INC.



|Level of Benefits |  | Eligible Employee                                                                                                                                                                        
|----------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                 
|Level I           |  | President and Chief Executive Officer                                                                                                                                                    
|                 
|Level II          |  | Chief Operating Officer and Chief Financial Officer and those Senior Vice Presidents and others, in each case, as designated by the Compensation Committee or the Chief Executive
Officer
|                 
|Level III         |  | Those Senior Vice Presidents, Vice President and others, in each case, as designated by the Compensation Committee or
the Chief Executive Officer                                        





---



PARTICIPATION AGREEMENT



TELIK, INC.



CHANGE OF CONTROL SEVERANCE BENEFIT PLAN



Name of Participant: ______________________________



You have been selected to participate in the Telik, Inc. Change of Control Severance Benefit Plan (the
Plan). Under the terms of the Plan (a copy of which is attached as EXHIBIT A to this Agreement) you may become entitled to receive severance benefits in the event your employment with the Company is
terminated in a Covered Termination. A Covered Termination means you are Involuntarily Terminated Without Cause (as defined in the Plan) or you voluntarily terminate your employment for any reason or no reason within 12 months following the
effective date of a Change of Control (as defined in the Plan).



In accordance with Section 4(a) of the Plan, you have been designated a Level [I][II][III] Eligible Employee. The schedule of benefits you may become entitled to receive is found in APPENDIX [A][B][C] to
the Plan.



If your employment with the Company is terminated for
any reason other than a Covered Termination, you will not be eligible for severance benefits under the Plan.



[You have entered into an individually negotiated written agreement dated ____________ with the Company (the Other Agreement) that relates, in whole or in part, to
severance benefits payable following a Change of Control. By signing this Participation Agreement, you agree to waive your rights under the Other Agreement to the extent that the Other Agreement relates to severance benefits payable following a
Change of Control. If you elect not to sign this Participation Agreement, the terms of the Other Agreement will control the provision of severance benefits, if any, following a Change of Control, and you will not be an Eligible Participant in the
Plan.] OR [You have entered into an individually negotiated written agreement dated ____________ with the Company (the Other Agreement) that relates, in whole or in part, to severance benefits
payable following a Change of Control. By signing this Participation Agreement, you agree that any benefits that may become payable under the Plan shall be offset by any benefits that may become payable under the Other Agreement. If you elect not to
sign this Participation Agreement, the terms of the Other Agreement will control the provision of severance benefits, if any, following a Change of Control, and you will not be an Eligible Participant in the Plan.]



To participate in the Plan, please sign and date this Participation Agreement
in the space provided below and return it to ____________ no later than ____________. The extra copy is for your file. On behalf of Telik, I am pleased to welcome you as an Eligible Employee under the Plan.



Sincerely,



|                             |  |     
|---------------------------- |  | ----
|Michael M. Wick, M.D., Ph.D. |  |     
|Chief Executive Officer      |  |     
|                            
|                             |  |     
|Participants Signature      |  | Date



---



EXHIBIT A



TELIK, INC.

CHANGE OF CONTROL SEVERANCE BENEFIT PLAN



Please see Exhibit 10.23 filed with the Quarterly Report on Form 10-Q for the
period ended March 31, 2003.