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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q



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

FOR THE QUARTERLY PERIOD ENDED September 30, 2007

OR



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

FOR THE TRANSITION PERIOD FROM  TO
.

COMMISSION
FILE NUMBER: 0-31265

TELIK, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 93-0987903                          
|(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) |  | (I.R.S. EMPLOYER IDENTIFICATION NO.)

3165 PORTER DRIVE, PALO ALTO, CA 94304

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 845-7700

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.    Yes  x     No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x                 Accelerated Filer ̈Non-accelerated Filer ̈

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

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest
practicable date.

Class: Common Stock $0.01 par value
                Outstanding at October 31, 2007: 52,598,617 shares



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TELIK, INC.

INDEX



|           |  |                                                                                                    |  |     
|---------- |  | -------------------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                                    |  | Page
|           |  |                                                                                                   
|PART I.    |  | FINANCIAL INFORMATION                                                                              |  |     
|           |  |                                                                                                   
|Item 1:    |  | Financial Statements (Unaudited)                                                                   |  | 3   
|           |  |                                                                                                   
|           |  | Condensed Balance Sheets at September 30, 2007 and December 31, 2006                               |  | 3   
|           |  |                                                                                                   
|           |  | Condensed Statements of Operations for the three and nine months ended September 30, 2007 and 2006 |  | 4   
|           |  |                                                                                                   
|           |  | Condensed Statements of Cash Flows for the nine months ended September 30, 2007 and 2006           |  | 5   
|           |  |                                                                                                   
|           |  | Notes to Condensed Financial Statements                                                            |  | 6   
|           |  |                                                                                                   
|Item 2:    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |  | 11  
|           |  |                                                                                                   
|Item 3:    |  | Quantitative and Qualitative Disclosures About Market Risk                                         |  | 19  
|           |  |                                                                                                   
|Item 4:    |  | Controls and Procedures                                                                            |  | 20  
|           |  |                                                                                                   
|PART II.   |  | OTHER INFORMATION                                                                                  |  |     
|           |  |                                                                                                   
|Item 1:    |  | Legal Proceedings                                                                                  |  | 21  
|           |  |                                                                                                   
|Item 1A:   |  | Risk Factors                                                                                       |  | 21  
|           |  |                                                                                                   
|Item 6:    |  | Exhibits                                                                                           |  | 32  
|           | 
|SIGNATURES |  | 33                                                                                                



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PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements (Unaudited)
|------- | --------------------------------

TELIK, INC.

CONDENSED BALANCE SHEETS

(In thousands)



|                                                      |  |                    |          |   |                   |   |          |  
|----------------------------------------------------- |  | ------------------ | -------- | - | ----------------- | - | -------- | -
|                                                      |  | September 30, 2007 |          |   | December 31, 2006 |  
|                                                      |  |                   
|                                                      |  | (Unaudited)        |          |   | (Note 1)          |  
|Assets                                                | 
|Current assets:                                       |  |                    |          |   |                   |   |          |  
|Cash and cash equivalents                             |  | $                  | 40,412   |   |                   | $ | 77,846   |  
|Short-term investments                                |  |                    | 58,355   |   |                   |   | 56,983   |  
|Other receivables                                     |  |                    | 470      |   |                   |   | 677      |  
|Prepaids and other current assets                     |  |                    | 1,747    |   |                   |   | 1,931    |  
|                                                      |  |                    |          |   |                   |   |          |  
|Total current assets                                  |  |                    | 100,984  |   |                   |   | 137,437  |  
|Property and equipment, net                           |  |                    | 3,634    |   |                   |   | 4,753    |  
|Long-term investments                                 |  |                    | 2,458    |   |                   |   | 5,489    |  
|Restricted investments                                |  |                    | 1,123    |   |                   |   | 1,347    |  
|Other assets                                          |  |                    | 60       |   |                   |   | 188      |  
|                                                      |  |                    |          |   |                   |   |          |  
|Total assets                                          |  | $                  | 108,259  |   |                   | $ | 149,214  |  
|                                                      |  |                    |          |   |                   |   |          |  
|Liabilities and Stockholders Equity                  |  |                    |          |   |                   |   |          |  
|Current liabilities:                                  |  |                    |          |   |                   |   |          |  
|Accounts payable                                      |  | $                  | 972      |   |                   | $ | 2,373    |  
|Accrued clinical trials                               |  |                    | 6,770    |   |                   |   | 10,275   |  
|Accrued compensation                                  |  |                    | 1,584    |   |                   |   | 1,400    |  
|Accrued liabilities                                   |  |                    | 969      |   |                   |   | 2,104    |  
|Current portion of capital leases and equipment loans |  |                    | 55       |   |                   |   | 440      |  
|                                                      |  |                    |          |   |                   |   |          |  
|Total current liabilities                             |  |                    | 10,350   |   |                   |   | 16,592   |  
|Other liabilities                                     |  |                    | 75       |   |                   |   |         |  
|Commitments and contingencies                         |  |                    |          |   |                   |   |          |  
|Stockholders equity:                                 |  |                    |          |   |                   |   |          |  
|Common stock                                          |  |                    | 526      |   |                   |   | 524      |  
|Additional paid-in capital                            |  |                    | 532,527  |   |                   |   | 525,066  |  
|Accumulated other comprehensive loss                  |  |                    | (11      | ) |                   |   | (54      | )
|Accumulated deficit                                   |  |                    | (435,208 | ) |                   |   | (392,914 | )
|                                                      |  |                    |          |   |                   |   |          |  
|Total stockholders equity                            |  |                    | 97,834   |   |                   |   | 132,622  |  
|                                                      |  |                    |          |   |                   |   |          |  
|Total liabilities and stockholders equity            |  | $                  | 108,259  |   |                   | $ | 149,214  |  
|                                                      |  |                    |          |   |                   |   |          |  

See accompanying Notes to Condensed Financial Statements.



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TELIK, INC.

CONDENSED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)



|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                              |  | Three Months EndedSeptember 30, |         |   | Nine Months EndedSeptember 30, |  
|                                                              |  | 2007                            |         |   | 2006                           |   |         | 2007 |  |   | 2006    |  
|Operating costs and expenses:                                 |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Research and development                                      |  | $                               | 9,387   |   |                                | $ | 18,487  |      |  | $ | 34,200  |   |  | $ | 55,181  |  
|General and administrative                                    |  |                                 | 3,661   |   |                                |   | 4,063   |      |  |   | 11,292  |   |  |   | 13,132  |  
|Restructuring costs                                           |  |                                 |        |   |                                |   |        |      |  |   | 1,356   |   |  |   |        |  
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Total operating costs and expenses                            |  |                                 | 13,048  |   |                                |   | 22,550  |      |  |   | 46,848  |   |  |   | 68,313  |  
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Loss from operations                                          |  |                                 | (13,048 | ) |                                |   | (22,550 | )    |  |   | (46,848 | ) |  |   | (68,313 | )
|Interest income                                               |  |                                 | 1,424   |   |                                |   | 2,102   |      |  |   | 4,622   |   |  |   | 6,315   |  
|Interest expense                                              |  |                                 | (25     | ) |                                |   | (25     | )    |  |   | (68     | ) |  |   | (51     | )
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net loss                                                      |  | $                               | (11,649 | ) |                                | $ | (20,473 | )    |  | $ | (42,294 | ) |  | $ | (62,049 | )
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Basic and diluted net loss per share                          |  | $                               | (0.22   | ) |                                | $ | (0.39   | )    |  | $ | (0.81   | ) |  | $ | (1.19   | )
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Shares used to calculate basic and diluted net loss per share |  |                                 | 52,574  |   |                                |   | 52,303  |      |  |   | 52,491  |   |  |   | 52,241  |  
|                                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  

See accompanying Notes to Condensed Financial Statements.



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TELIK, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                            |  |                                |         |   |      |   |         |  
|--------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                            |  | Nine Months EndedSeptember 30, |        
|                                                                            |  | 2007                           |         |   | 2006 |  
|Cash flows from operating activities:                                       |  |                                |         |   |      |   |         |  
|Net loss                                                                    |  | $                              | (42,294 | ) |      | $ | (62,049 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                |         |   |      |   |         |  
|Depreciation and amortization                                               |  |                                | 1,282   |   |      |   | 1,190   |  
|Share-based compensation expense                                            |  |                                | 6,838   |   |      |   | 10,971  |  
|Changes in assets and liabilities:                                          |  |                                |         |   |      |   |         |  
|Other receivables                                                           |  |                                | 207     |   |      |   | 222     |  
|Prepaid expenses and other current assets                                   |  |                                | 184     |   |      |   | (464    | )
|Accounts payable                                                            |  |                                | (1,401  | ) |      |   | (162    | )
|Accrued clinical trials, compensation and other liabilities                 |  |                                | (4,253  | ) |      |   | 1,528   |  
|                                                                            |  |                                |         |   |      |   |         |  
|Net cash used in operating activities                                       |  |                                | (39,437 | ) |      |   | (48,764 | )
|                                                                            |  |                                |         |   |      |   |         |  
|Cash flows from investing activities:                                       |  |                                |         |   |      |   |         |  
|Purchases of investments                                                    |  |                                | (26,029 | ) |      |   | (31,695 | )
|Sales of investments                                                        |  |                                | 50      |   |      |   | 13,500  |  
|Maturities of investments                                                   |  |                                | 27,905  |   |      |   | 20,315  |  
|Purchases of property and equipment                                         |  |                                | (163    | ) |      |   | (770    | )
|                                                                            |  |                                |         |   |      |   |         |  
|Net cash provided by investing activities                                   |  |                                | 1,763   |   |      |   | 1,350   |  
|                                                                            |  |                                |         |   |      |   |         |  
|Cash flows from financing activities:                                       |  |                                |         |   |      |   |         |  
|Principal payments under capital leases and equipment loans                 |  |                                | (385    | ) |      |   | (759    | )
|Proceeds from issuance of common stock                                      |  |                                | 625     |   |      |   | 2,738   |  
|                                                                            |  |                                |         |   |      |   |         |  
|Net cash provided by financing activities                                   |  |                                | 240     |   |      |   | 1,979   |  
|                                                                            |  |                                |         |   |      |   |         |  
|Net decrease in cash and cash equivalents                                   |  |                                | (37,434 | ) |      |   | (45,435 | )
|Cash and cash equivalents at beginning of period                            |  |                                | 77,846  |   |      |   | 127,971 |  
|                                                                            |  |                                |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                  |  | $                              | 40,412  |   |      | $ | 82,536  |  
|                                                                            |  |                                |         |   |      |   |         |  
|Supplementary information:                                                  |  |                                |         |   |      |   |         |  
|Interest paid                                                               |  | $                              | 68      |   |      | $ | 51      |  

See accompanying Notes to Condensed Financial Statements.



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TELIK, INC.

Notes to Condensed Financial Statements

(Unaudited)



|1. | Basis of presentation and summary of significant accounting policies
|-- | --------------------------------------------------------------------

We have prepared the accompanying condensed financial statements in accordance with U.S. generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X of the Securities Exchange Act of 1934 (the Exchange Act). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. We believe all adjustments
(consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included herein. Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2007 or any other future period. The condensed balance sheet at December 31, 2006 has been derived from the audited financial statements at that date. You should read these condensed
financial statements and notes in conjunction with our audited financial statements for the year ended December 31, 2006, which are included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 28, 2007.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results
may differ from those estimates.

Cash and cash equivalents and investments

We invest our excess cash in money market funds and in highly liquid debt instruments of the U.S. government, its agencies and municipalities and
corporate notes. All highly liquid investments with stated maturities of three months or less from date of purchase are classified as cash equivalents. Debt securities with original maturities greater than approximately three months and remaining
maturities less than one year are classified as short-term investments. Debt securities with remaining maturities greater than one year and which we intend to hold until maturity are classified as long-term investments.

We classify all cash equivalents and investments as available-for-sale. Available-for-sale securities are carried at estimated fair value, with
unrealized gains and losses reported as a component of accumulated other comprehensive income (loss). Any realized gains or losses on the sale of investments are determined on a specific identification method, and such gains and losses are reflected
as a component of interest income.



|2. | Employee stock-based compensation
|-- | ---------------------------------

Stock
based compensation under FAS 123R

We adopted the provisions of revised Statement of Financial Accounting Standards No. 123
(FAS 123R), Share-Based Payment, including the provisions of Staff Accounting Bulletin No. 107 (SAB 107) on January 1, 2006, using the modified prospective transition method to account for our
employee share-based awards. Employee stock-based compensation expense recognized in the three and nine months ended September 30, 2007 and 2006 was calculated based on awards ultimately expected to vest and has been reduced for estimated
forfeitures. FAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In September 2007, we increased our forfeiture rate from 11.4% to
14.0% to true-up the cancellation of unvested options due to a higher than estimated level of terminations.



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Total estimated stock-based compensation expense, related to all of our share-based payment awards,
recognized under FAS 123R was comprised of the following:



|                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |        |  
|----------------------------------------------------- |  | -------------------------------- | ----- | - | ------------------------------- | - | ----- | ---- |  | - | ----- | - |  | - | ------ | -
|                                                      |  | Three Months Ended September 30, |       |   | Nine Months Ended September 30, |  
|(in thousands except per share amounts)               |  | 2007                             |       |   | 2006                            |   |       | 2007 |  |   | 2006  |  
|Research and development                              |  | $                                | 1,122 |   |                                 | $ | 2,266 |      |  | $ | 4,188 |   |  | $ | 6,995  |  
|General and administrative                            |  |                                  | 750   |   |                                 |   | 1,363 |      |  |   | 2,650 |   |  |   | 3,976  |  
|                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |        |  
|Stock-based compensation expense before taxes         |  |                                  | 1,872 |   |                                 |   | 3,629 |      |  |   | 6,838 |   |  |   | 10,971 |  
|                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |        |  
|Effect on net loss                                    |  | $                                | 1,872 |   |                                 | $ | 3,629 |      |  | $ | 6,838 |   |  | $ | 10,971 |  
|                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |        |  
|Effect on net loss per basic and diluted common share |  | $                                | (0.04 | ) |                                 | $ | (0.07 | )    |  | $ | (0.13 | ) |  | $ | (0.21  | )
|                                                      |  |                                  |       |   |                                 |   |       |      |  |   |       |   |  |   |        |  

Because we have a net operating loss carryforward as of September 30, 2007, no tax benefits
for the tax deductions related to stock-based compensation expense were recognized in our condensed statements of operations. Additionally, no incremental tax benefits were recognized from stock options exercised in the three and nine months ended
September 30, 2007 and 2006, which would have resulted in a reclassification to reduce net cash provided by operating activities with an offsetting increase in net cash provided by financing activities. As of September 30, 2007,
$13.0 million of total unrecognized compensation costs, net of forfeitures, related to non-vested awards is expected to be recognized over a weighted average period of 2.0 years.

Valuation assumptions

The
employee stock-based expense recognized under FAS 123R was determined using a Black-Scholes-Merton option valuation model (the Black-Scholes model). The expected volatility for 2007 is a blended rate of 50% of historical volatility and
50% implied volatility since sufficient market activity exists with respect to our traded options. The expected volatility for awards in 2006 was based on historical volatility only. The expected term of options granted is based on the simplified
method in accordance with SAB 107 as our historical share option exercise experience does not provide a reasonable basis for estimation. The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term
of the option in effect at the time of the grant. Assumptions used in the Black-Scholes model were as follows:



|                                |  |                                 |   |  |                                 |   |  |      |   |  |      |  
|------------------------------- |  | ------------------------------- | - |  | ------------------------------- | - |  | ---- | - |  | ---- | -
|                                |  | Stock Option Plans              |   |  | Stock Purchase Plan             |  
|                                |  | Three Months EndedSeptember 30, |   |  | Three Months EndedSeptember 30, |  
|                                |  | 2007                            |   |  | 2006                            |   |  | 2007 |   |  | 2006 |  
|Expected stock price volatility |  | 79.1                            | % |  | 61.3                            | % |  | 93.5 | % |  | 34.1 | %
|Risk-free interest rate         |  | 4.56                            | % |  | 4.85                            | % |  | 4.17 | % |  | 5.07 | %
|Expected life (in years)        |  | 6.08                            |   |  | 6.08                            |   |  | 1.24 |   |  | 0.62 |  
|Expected dividend yield         |  |                                |   |  |                                |   |  |     |   |  |     |  



|                                |  |                                |   |  |                                |   |  |      |   |  |      |  
|------------------------------- |  | ------------------------------ | - |  | ------------------------------ | - |  | ---- | - |  | ---- | -
|                                |  | Stock Option Plans             |   |  | Stock Purchase Plan            |  
|                                |  | Nine Months EndedSeptember 30, |   |  | Nine Months EndedSeptember 30, |  
|                                |  | 2007                           |   |  | 2006                           |   |  | 2007 |   |  | 2006 |  
|Expected stock price volatility |  | 65.3                           | % |  | 62.9                           | % |  | 93.1 | % |  | 36.4 | %
|Risk-free interest rate         |  | 5.06                           | % |  | 4.65                           | % |  | 4.63 | % |  | 4.80 | %
|Expected life (in years)        |  | 5.54                           |   |  | 6.08                           |   |  | 1.25 |   |  | 0.89 |  
|Expected dividend yield         |  |                               |   |  |                               |   |  |     |   |  |     |  



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|3. | Comprehensive loss
|-- | ------------------

Comprehensive loss is comprised
of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes changes in unrealized gains (losses) on investments. The activity in comprehensive loss was as follows:



|                                           |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------------ |  | ------------------------------- | ------- | - | ------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                           |  | Three Months EndedSeptember 30, |         |   | Nine Months Ended September 30, |  
|                                           |  | 2007                            |         |   | 2006                            |   |         | 2007 |  |   | 2006    |  
|                                           |  | (in thousands)                  |        
|Net loss                                   |  | $                               | (11,649 | ) |                                 | $ | (20,473 | )    |  | $ | (42,294 | ) |  | $ | (62,049 | )
|Changes in unrealized gains on investments |  |                                 | 18      |   |                                 |   | 216     |      |  |   | 43      |   |  |   | 210     |  
|                                           |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  
|Comprehensive loss                         |  | $                               | (11,631 | ) |                                 | $ | (20,257 | )    |  | $ | (42,251 | ) |  | $ | (61,839 | )
|                                           |  |                                 |         |   |                                 |   |         |      |  |   |         |   |  |   |         |  



|4. | Basic and diluted net loss per share
|-- | ------------------------------------

Basic and
diluted net loss per share are computed by dividing net loss by the weighted average number of common shares outstanding during the year.

Outstanding options to purchase 9,512,301 and 9,012,019 shares of our common stock for the three months ended September 30, 2007 and 2006 and 9,705,627 and 8,865,207 shares of our common stock for the nine months ended
September 30, 2007 and 2006 were excluded from the diluted net loss per common share calculations because inclusion of such options was anti-dilutive.



|5. | Cash, cash equivalents, investments and restricted investments
|-- | --------------------------------------------------------------

The following is a summary of cash and cash equivalents, investments and restricted investments:



|                                 |  |                    |         |                      |   |                       |  |   |                     |   |  |   |        
|-------------------------------- |  | ------------------ | ------- | -------------------- | - | --------------------- |  | - | ------------------- | - |  | - | -------
|                                 |  | September 30, 2007
|                                 |  | AmortizedCost      |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|                                 |  | (in thousands)    
|Certificate of deposits          |  | $                  | 1,223   |                      | $ |                      |  | $ |                    |   |  | $ | 1,223  
|Corporate notes                  |  |                    | 23,315  |                      |   | 4                     |  |   | (10                 | ) |  |   | 23,309 
|Municipal notes and bonds        |  |                    | 14,450  |                      |   |                      |  |   |                    |   |  |   | 14,450 
|Commercial paper                 |  |                    | 34,085  |                      |   |                      |  |   | (15                 | ) |  |   | 34,070 
|Government sponsored enterprises |  |                    | 19,994  |                      |   | 11                    |  |   | (1                  | ) |  |   | 20,004 
|Cash and money market funds      |  |                    | 9,292   |                      |   |                      |  |   |                    |   |  |   | 9,292  
|                                 |  |                    |         |                      |   |                       |  |   |                     |   |  |   |        
|Total                            |  | $                  | 102,359 |                      | $ | 15                    |  | $ | (26                 | ) |  | $ | 102,348
|                                 |  |                    |         |                      |   |                       |  |   |                     |   |  |   |        
|Reported as:                     |  |                    |         |                      |   |                       |  |   |                     |   |  |   |        
|Cash and cash equivalents        |  |                    |         |                      |   |                       |  |   |                     |   |  | $ | 40,412 
|Short term investments           |  |                    |         |                      |   |                       |  |   |                     |   |  |   | 58,355 
|Restricted investments           |  |                    |         |                      |   |                       |  |   |                     |   |  |   | 1,123  
|Long term investments            |  |                    |         |                      |   |                       |  |   |                     |   |  |   | 2,458  
|Total                            |  |                    |         |                      |   |                       |  |   |                     |   |  | $ | 102,348
|                                 |  |                    |         |                      |   |                       |  |   |                     |   |  |   |        



|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|-------------------------------- |  | ----------------- | ------- | -------------------- | - | --------------------- |  | - | ------------------- | - |  | - | -------
|                                 |  | December 31, 2006
|                                 |  | AmortizedCost     |         | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | EstimatedFair Value
|                                 |  | (in thousands)   
|Certificate of deposits          |  | $                 | 1,796   |                      | $ |                      |  | $ |                    |   |  | $ | 1,796  
|Corporate notes                  |  |                   | 14,778  |                      |   | 3                     |  |   |                    |   |  |   | 14,781 
|Municipal notes and bonds        |  |                   | 14,500  |                      |   |                      |  |   |                    |   |  |   | 14,500 
|Commercial paper                 |  |                   | 67,095  |                      |   | 8                     |  |   |                    |   |  |   | 67,103 
|Government sponsored enterprises |  |                   | 32,807  |                      |   |                      |  |   | (65                 | ) |  |   | 32,742 
|Cash and money market funds      |  |                   | 10,743  |                      |   |                      |  |   |                    |   |  |   | 10,743 
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|Total                            |  | $                 | 141,719 |                      | $ | 11                    |  | $ | (65                 | ) |  | $ | 141,665
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|Reported as:                     |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|Cash and cash equivalents        |  |                   |         |                      |   |                       |  |   |                     |   |  | $ | 77,846 
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|Short-term investments           |  |                   |         |                      |   |                       |  |   |                     |   |  |   | 56,983 
|Long-term investments            |  |                   |         |                      |   |                       |  |   |                     |   |  |   | 5,489  
|Restricted investments           |  |                   |         |                      |   |                       |  |   |                     |   |  |   | 1,347  
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        
|Total                            |  |                   |         |                      |   |                       |  |   |                     |   |  | $ | 141,665
|                                 |  |                   |         |                      |   |                       |  |   |                     |   |  |   |        



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##### Table of Contents

The realized gains and losses on sales of available-for-sale investments were not material for the three
and nine months ended September 30, 2007 and 2006. Realized gains and losses were calculated based on the specific identification method.

Investments which are in unrealized loss positions for which other-than-temporary impairments have not been recognized at September 30, 2007 and December 31, 2006 are summarized below (in thousands):



|                                 |  |                     |        |                   |                      |     |            |       |                   |       |  |            |    |                  |  |   |        |  |   |     |  
|-------------------------------- |  | ------------------- | ------ | ----------------- | -------------------- | --- | ---------- | ----- | ----------------- | ----- |  | ---------- | -- | ---------------- |  | - | ------ |  | - | --- | -
|                                 |  | Less Than 12 Months |        |                   | 12 Months or Greater |     |            | Total |                  
|September 30, 2007               |  | Fair Value          |        | Unrealized Losses |                      |     | Fair Value |       | Unrealized Losses |       |  | Fair Value |    | UnrealizedLosses | 
|Government sponsored enterprises |  | $                   | 2,999  |                   | $                    | (1  | )          |       |                   |      |  |            |   |                  |  | $ | 2,999  |  | $ | (1  | )
|Commercial paper                 |  | $                   | 34,070 |                   | $                    | (15 | )          |       |                   |      |  |            |   |                  |  | $ | 34,070 |  | $ | (15 | )
|Corporate notes                  |  | $                   | 5,987  |                   | $                    | (8  | )          |       | $                 | 2,458 |  | $          | (2 | )                |  | $ | 8,445  |  | $ | (10 | )



|                                 |  |                     |        |                   |                      |     |            |       |                   |        |  |            |     |                  |  |   |        |  |   |     |  
|-------------------------------- |  | ------------------- | ------ | ----------------- | -------------------- | --- | ---------- | ----- | ----------------- | ------ |  | ---------- | --- | ---------------- |  | - | ------ |  | - | --- | -
|                                 |  | Less Than 12 Months |        |                   | 12 Months or Greater |     |            | Total |                  
|December 31, 2006                |  | Fair Value          |        | Unrealized Losses |                      |     | Fair Value |       | Unrealized Losses |        |  | Fair Value |     | UnrealizedLosses | 
|Government sponsored enterprises |  | $                   | 21,175 |                   | $                    | (22 | )          |       | $                 | 11,567 |  | $          | (43 | )                |  | $ | 32,742 |  | $ | (65 | )

The following is a summary of the cost and estimated fair value of available-for-sale securities
at September 30, 2007 and December 31, 2006, classified by stated maturity date of the security:



|                             |  |                    |        |                   |   |               |  |            |         |  |   |        
|---------------------------- |  | ------------------ | ------ | ----------------- | - | ------------- |  | ---------- | ------- |  | - | -------
|                             |  | September 30, 2007 |        | December 31, 2006
|                             |  | AmortizedCost      |        | FairValue         |   | AmortizedCost |  | Fair Value
|                             |  | (in thousands)    
|Mature in less than one year |  | $                  | 74,933 |                   | $ | 74,925        |  | $          | 109,182 |  | $ | 109,137
|Mature in one to three years |  |                    | 2,461  |                   |   | 2,458         |  |            | 5,498   |  |   | 5,489  
|Mature in over three years   |  |                    | 14,450 |                   |   | 14,450        |  |            | 14,500  |  |   | 14,500 
|                             |  |                    |        |                   |   |               |  |            |         |  |   |        
|Total                        |  | $                  | 91,844 |                   | $ | 91,833        |  | $          | 129,180 |  | $ | 129,126
|                             |  |                    |        |                   |   |               |  |            |         |  |   |        



|6. | Property and equipment, net
|-- | ---------------------------

Property and equipment
consist of the following:



|                                               |  |                    |        |   |                  |   |        |  
|---------------------------------------------- |  | ------------------ | ------ | - | ---------------- | - | ------ | -
|                                               |  | September 30, 2007 |        |   | December 31,2006 |  
|                                               |  | (in thousands)     |       
|Computer and lab equipment                     |  | $                  | 8,257  |   |                  | $ | 8,112  |  
|Capitalized software                           |  |                    | 547    |   |                  |   | 547    |  
|Office furniture and fixtures                  |  |                    | 509    |   |                  |   | 509    |  
|Leasehold improvements                         |  |                    | 3,363  |   |                  |   | 3,363  |  
|                                               |  |                    |        |   |                  |   |        |  
|                                               |  |                    | 12,676 |   |                  |   | 12,531 |  
|Less accumulated depreciation and amortization |  |                    | (9,042 | ) |                  |   | (7,778 | )
|                                               |  |                    |        |   |                  |   |        |  
|Property and equipment, net                    |  | $                  | 3,634  |   |                  | $ | 4,753  |  
|                                               |  |                    |        |   |                  |   |        |  



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|7. | Income taxes
|-- | ------------

Effective January 1, 2007, we
adopted Financial Accounting Standards Interpretation, or FIN 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109. FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a companys income tax return, and also provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. FIN 48 utilizes a two-step approach for evaluating uncertain tax positions accounted for in accordance with SFAS No. 109, Accounting for Income Taxes (SFAS 109). Step one,
Recognition, requires a company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step
two, Measurement, is based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement. The cumulative effect of adopting FIN 48 on January 1, 2007 is recognized as a change in accounting
principle, recorded as an adjustment to the opening balance of accumulated deficit on the adoption date. As a result of the implementation of FIN 48, we did not recognize any increase or decrease in the liability for unrecognized tax benefits
related to tax positions taken in prior periods, therefore, there was no corresponding adjustment in accumulated deficit. Additionally, FIN 48 specifies that tax positions for which the timing of the ultimate resolution is uncertain should be
recognized as long-term liabilities. Our total amount of unrecognized tax benefits as of the January 1, 2007 adoption date was $14.2 million.

Our only major tax jurisdiction is the United States and our 1989  2006 tax years remain subject to examination by the appropriate governmental agencies due to our operating loss positions.



|8. | Restructuring plan
|-- | ------------------

On February 12, 2007, our Board of Directors committed to a restructuring plan intended to reduce our operating expenses following our announcement in December 2006 of the preliminary results of our Phase 3
ASSIST-1, ASSIST-2 and ASSIST-3 trials for our lead product candidate, TELCYTA. On February 14, 2007, we implemented the restructuring plan that focused our priorities on the
ASSIST-5 trial and the Phase 1-2a trial of the TELINTRA Tablets and selected research and development programs. To match these priorities, we reduced our workforce by 38 positions, streamlined our infrastructure and postponed some clinical research
projects. As a result of the restructuring plan which has been completed, we recorded a one-time restructuring charge of approximately $1.4 million in the quarter ended March 30, 2007, of which approximately $33,000 was reversed in the quarter
ended June 30, 2007 as certain health benefits accrued were not utilized. Approximately $1.3 million was paid in the quarter ended March 31, 2007 as severance, payroll taxes and other personnel related costs with the balance of
approximately $30,000 paid in the quarter ended June 30, 2007. The restructuring plan has been completed and we will continue to investigate alternative opportunities for the advancement of our product development programs, including
collaborations with pharmaceutical and larger biotechnology companies.



|9. | Contingencies
|-- | -------------

Beginning on June 6, 2007, a
series of putative securities class action lawsuits were commenced in the United States District Court for the Southern District of New York and the Northern District of California, naming as defendants Telik, Inc. and certain of our current
officers, one of whom is also a director. The complaints filed in the Southern District of New York also name as defendants the underwriters for our November 2003 and/or January 2005 stock offerings. Plaintiffs in the Northern District of California
subsequently voluntarily dismissed their complaints without prejudice. All of the complaints allege violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 arising out of the issuance of allegedly false and misleading
statements about our business and prospects, including the efficacy, safety and likelihood of success of our drug TELCYTA. The Southern District of New York has consolidated the class actions and appointed a lead plaintiff under the Private
Securities Litigation Reform Act of 1995. A consolidated amended class complaint was filed on October 22, 2007. The allegations of the consolidated amended complaint are similar, but more narrow than the original complaints. Plaintiffs seek
unspecified damages and injunctive relief on behalf of purchasers of our common stock during the period between March 27, 2003 and June 4, 2007, including purchasers in the January 2005 stock offering.

In August 2007, a separate party who claims to be an owner of our common stock filed a derivative action on behalf of the company against certain of our
current and former directors. The allegations are similar to those made in the class action regarding the development of TELCYTA; however, it seeks a recovery only on behalf of the company.

These cases are at an early stage, no discovery has occurred and no trial date has been set. Telik intends to defend the suits vigorously. We cannot
estimate any possible loss, if any, that may result from these actions.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Special Note Regarding Statements of Expected Future Performance

This Quarterly Report on Form 10-Q
contains statements indicating expectations about future performance and other forward-looking statements that involve risks and uncertainties. We usually use words such as may, will, should, expect,
plan, anticipate, believe, estimate, predict, future, intend, potential, or continue or the negative of these terms or similar expressions to
identify forward-looking statements. These statements appear throughout this Quarterly Report on Form 10-Q and are statements regarding our current intent, belief or expectation, primarily with respect to our operations and related industry
developments. Examples of these statements include, but are not limited to, statements regarding the following: the implications of positive results of our Phase 2 clinical trials, the progress of our research programs, including clinical testing,
the extent to which our issued and pending patents may protect our products and technology, our ability to identify new product candidates using TRAP technology (our proprietary Target-Related Affinity Profiling technology), the potential of such
product candidates to lead to the development of safer or more effective therapies, our ability to develop the technology derived from our collaborations, our anticipated timing for filing additional Investigational New Drug applications, or INDs,
with the FDA, or for the initiation or completion of Phase 1, Phase 2 or Phase 3 clinical trials for any of our product candidates, our future operating expenses, our future losses, our future expenditures for research and development and the
sufficiency of our cash resources. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on Form 10-Q. Our actual results could differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by us and described in Part II, Item 1A of this Quarterly Report on Form 10-Q.

The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with
the financial statements and notes thereto and Managements Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities
and Exchange Commission on February 28, 2007.

Telik, the Telik logo, TRAP, TELCYTA and TELINTRA are trademarks of Telik,
Inc. All other brand names or trademarks appearing in this Quarterly Report on Form 10-Q are the property of their respective owners.

Overview

Telik is engaged in the discovery, development and commercialization of small molecule drugs. We have incurred net losses since inception
and expect to incur substantial and increasing losses for the next several years as we expand our research and development activities and move our product candidates into later stages of development. As of September 30, 2007, we had an
accumulated deficit of $435.2 million.

Our expenses have consisted primarily of those incurred for research and development and general
and administrative costs associated with our operations. The process of carrying out the development of our product candidates to later stages of development and our research programs may require significant additional research and development
expenditures, including for preclinical testing and clinical trials, as well as for manufacturing development efforts and obtaining regulatory approval. We outsource our clinical trials and our manufacturing development activities to third parties
to maximize efficiency and minimize our internal overhead. To date, we have funded our operations primarily through the sale of equity securities, and, to a much lesser extent, non-equity payments from collaborative partners, interest earned on
investments and equipment lease and loan financings.

We are subject to risks common to biopharmaceutical companies, including risks
inherent in our research, development and commercialization efforts, preclinical testing, clinical trials, uncertainty of regulatory and marketing approvals, enforcement of patent and proprietary rights, the need for future capital, potential
competition, use of hazardous materials and retention of key employees. In order for each of our product candidates to be commercialized, it is necessary for us to conduct preclinical tests and clinical trials, demonstrate efficacy and safety of
such product candidates to the satisfaction of regulatory authorities, including the FDA, obtain marketing approval, enter into manufacturing, distribution and marketing



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arrangements, obtain market acceptance and, in many cases, obtain adequate reimbursement from government and private insurers. We cannot provide assurance
that we will commercialize any product, generate revenues or achieve and sustain profitability in the future.

We expect that our quarterly
and annual results of operations will fluctuate for the foreseeable future due to several factors, including the timing and extent of our research and development efforts and the outcome of our clinical trial activities. The successful development
of our product candidates is uncertain. As such, an accurate prediction of future operating results is difficult or impossible to make.

Clinical Status

TELCYTA, our lead product candidate, is a small molecule tumor-activated cancer product candidate that we are evaluating initially to
treat cancers that are resistant to standard chemotherapy drugs. In December 2006, we reported preliminary results indicating that the Phase 3 ASSIST-1 and ASSIST-2 trials did not achieve their primary endpoint of demonstrating statistically
significant improvement in overall survival for TELCYTA as compared to the active controls. The ASSIST-3 trial showed a major discordance between the clinical review of the tumor scans and the independent radiology review and therefore the results
of this trial have been compromised and not suitable for regulatory submission. We completed in-depth analyses of the data of all three trials including discussion of the results with oncology experts and at the annual meeting of the American
Society of Clinical Oncology or ASCO on June 3, 2007 we presented final results that confirmed the preliminary results reported in December 2006.

In May 2006, we initiated another multinational randomized Phase 3 clinical trial, ASSIST-5, to evaluate TELCYTA in combination with pegylated liposomal doxorubicin, or PLD versus PLD alone as second line therapy in
platinum refractory or resistant ovarian cancer. On June 4, 2007, a full clinical hold for TELCYTA was initiated by the FDA following the presentation of the Phase 3 clinical trial results at the ASCO annual meeting. As a result, we stopped
enrolling new patients on TELCYTA clinical trials, and patients being treated on the trials could not receive additional treatment until such time that the FDA released the clinical hold. On June 15, 2007 the FDA converted the full clinical
hold on TELCYTA to a partial hold, thereby enabling patients that had been enrolled in the ASSIST-3 and ASSIST-5 trials the opportunity to continue to receive study treatments, including TELCYTA in combination with chemotherapy, subject to
re-consenting procedures. On October 12, 2007, the FDA completed their review of our TELCYTA data and removed the partial hold, permitting the resumption of TELCYTA clinical development. We plan to conduct an interim analysis with the patients
currently enrolled in the ASSIST-5 trial, and based on the results of this analysis we will assess the feasibility of continuing this study.

In addition, we have conducted two Phase 2 clinical trials of TELCYTA for the treatment of Stage IIIb or IV non-small cell lung cancer for patients who have not previously received chemotherapy. One clinical trial was in combination with
cisplatin, and the other clinical trial was in combination with carboplatin and paclitaxel. Platinum and taxane-based drug combinations are the current standard for the front-line chemotherapy of lung and ovarian cancer.In April 2007, at the
annual meeting of the American Association for Cancer Research, we announced final results from the Phase 2 clinical trial of TELCYTA in combination with carboplatin and paclitaxel. This multicenter trial enrolled 129 patients, and demonstrated an
objective response rate by RECIST of 34% and a disease stabilization rate of 77%; median progression-free survival was 4.9 months and median survival was 9.6 months.

TELINTRA, our second product candidate, is a small molecule bone marrow stimulant we are developing for the treatment of blood disorders associated with low blood cell levels, such as neutropenia or anemia.
Myelodysplastic syndrome, or MDS, is a disease characterized by defects in the blood-producing cells of the bone marrow, in which low blood cell levels occur. A Phase 2 clinical trial in patients with MDS was completed in December 2005 with
clinically significant improvement demonstrated in all blood cell lineages and across all major MDS subtypes. TELINTRA was well-tolerated in this predominantly elderly patient population. In February 2006, we initiated a Phase 1-2a trial in MDS
using a tablet formulation of TELINTRA. Enrollment is on-going in this trial. We also announced positive pre-clinical results for TELINTRA at the American Society of Hematology annual meeting in December 2006.



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TLK58747, a novel metabolically activated cytotoxic small molecule with activity not restricted to GST
positive cancers, was identified as a new product candidate in 2006. TLK58747 causes apoptosis and G2/M cell cycle arrest in a broad array of human cancer cell lines. It has shown significant anti-tumor activity in human breast, pancreatic and colon
tumors in vivo when administered either orally or by injection. We are conducting the required preclinical safety studies to support the potential filing of an investigational new drug, or IND, application with the FDA.

We discovered all of our product candidates using our proprietary technology, Target-Related Affinity Profiling, or TRAP, which enables the rapid and
efficient discovery of small molecule product candidates. We expect to enter into collaborative arrangements with third parties, such as contract research organizations for clinical trials, development, manufacturing, regulatory approvals or
commercialization of some of our products, particularly outside North America, or in disease areas requiring larger and longer clinical trials than cancer.

Restructuring Plan

In February 2007, we implemented a restructuring plan that focused our priorities on the ASSIST-5 trial
and the Phase 1-2a trial of TELINTRA Tablets and selected research and development programs. To match these priorities, we reduced our workforce by 38 positions, streamlined our infrastructure and postponed some clinical research projects. As a
result of the restructuring plan, we recorded a one-time restructuring charge of approximately $1.4 million of which approximately $1.3 million was paid in the quarter ended March 31, 2007 as severance, payroll taxes and other personnel related
costs and the remaining payments of approximately $30,000 paid in the quarter ended June 30, 2007. Approximately $33,000 of the charge was reversed in the quarter ended June 30, 2007 as certain health benefits accrued were not utilized.
The restructuring plan has been completed and we will continue to investigate alternative opportunities for the advancement of our product development programs, including collaborations with pharmaceutical and larger biotechnology companies.

Critical Accounting Policies and Significant Judgments and Estimates

Our managements discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting
principles, or GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the
financial statements as well as the reported revenues and expenses during the reporting periods. On an on-going basis, we evaluate our estimates and judgments related to clinical development costs. We base our estimates on historical experience and
on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual
results may differ significantly from these estimates under different assumptions or conditions.

We believe the following accounting
policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.

Stock-based
compensation expense

On January 1, 2006, we adopted FAS 123R, and use the fair value method to account for share-based payment
awards following the modified prospective method of adoption which provides for certain changes to the method for valuing stock-based compensation. Under the provisions of FAS 123R, employee stock-based compensation is estimated at the date of grant
based on the employee stock awards fair value using the Black-Scholes option-pricing model and is recognized as expense ratably over the requisite service period in a manner similar to other forms of compensation paid to employees. The
Black-Scholes option-pricing model requires the use of certain subjective assumptions. The most significant of these assumptions are our estimates of the expected volatility of the market price of our stock and the expected term of the award. Our
expected stock-price volatility assumption for 2007 is a blended rate of 50% of historical volatility and 50% implied volatility since sufficient market activity exists with respect to our traded options. In 2006, historical volatility, obtained
from public data sources, was used. The expected term of options granted is based on the simplified method in accordance with the SECs Staff Accounting Bulletin No. 107 (SAB 107) as our historical share option exercise
experience does not provide a reasonable basis for estimation. FAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. We adjusted our
forfeiture rate to reflect the cancellation of unvested options due to the



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workforce reduction in February 2007 and voluntary terminations. See also Note 2, Employee Stock-Based Compensation, in the Notes to Condensed
Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

If factors change
and we develop different assumptions in the application of FAS 123R in future periods, the compensation expense that we record under FAS 123R may differ significantly from what we have recorded in the current period.

Research and development expenses

Our research and
development expenses include salaries and benefits costs, fees for contractors, consultants and third-party contract research organizations, and an allocation of facility and administrative costs. Research and development expenses consist of costs
incurred for drug and product development, manufacturing, clinical activities, discovery research, screening and identification of product candidates, and preclinical studies. All such costs are charged to research and development expenses as
incurred.

Clinical development costs are a significant component of research and development expenses. We have a history of contracting
with third parties that perform various clinical trial activities on our behalf in the on-going development of our product candidates. The financial terms of these contracts are subject to negotiation and may vary from contract to contract and may
result in uneven payment flows. We accrue and expense costs for clinical trial activities performed by third parties based upon estimates of the percentage of work completed during a given period of time over the life of the individual study in
accordance with agreements established with contract research organizations and clinical trial sites. We determine our estimates through discussion with internal clinical personnel and third-party service providers the progress or stage of
completion of trials or services and the agreed upon fee to be paid for such services in each agreement. These estimates may or may not match the actual services performed by the third-party organizations as measured by patient enrollment levels and
related activities. We monitor patient enrollment levels and related activities to the extent possible; however, if we underestimate activity levels associated with various studies at a given point in time, we could record significant research and
development expenses in future periods.

Use of estimates

In preparing our financial statements to conform with GAAP, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results may differ from these
estimates.

Results of operations

Revenues

We did not record any revenues in 2006 and currently do not expect to record any revenues in 2007. Future revenues, if any, will depend
upon the extent to which we enter into new collaborative research agreements and the amounts of payments relating to such agreements.

Research and
development expenses

Research and development expenses for the three months ended September 30, 2007 and 2006 were $9.4 million
and $18.5 million. Research and development expenses for the nine months ended September 30, 2007 and 2006 were $34.2 million and $55.2 million. Our research and development activities consist primarily of drug development, clinical supply
manufacturing, clinical activities, discovery research, screening and identification of product candidates and preclinical studies. We group these activities into two major categories: research and preclinical and clinical
development.



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##### Table of Contents

The approximate costs associated with research and preclinical and clinical development activities were
as follows:



|                               |  |                                    |       |          |   |        |                                |     |          |  |   |        |  |   |        |  |     |   
|------------------------------ |  | ---------------------------------- | ----- | -------- | - | ------ | ------------------------------ | --- | -------- |  | - | ------ |  | - | ------ |  | --- | --
|                               |  | Three Months Ended September 30,   |       | % Change |   |        | Nine Months EndedSeptember 30, |     | % Change | 
|                               |  | 2007                               |       | 2006     |   |        | 2007                           |     | 2006     | 
|                               |  | (In thousands, except percentages) |      
|Research and preclinical       |  | $                                  | 4,155 |          | $ | 5,233  |                                | (21 | )%       |  | $ | 13,543 |  | $ | 16,346 |  | (17 | )%
|Clinical development           |  |                                    | 5,232 |          |   | 13,254 |                                | (61 | )%       |  |   | 20,657 |  |   | 38,835 |  | (47 | )%
|                               |  |                                    |       |          |   |        |                                |     |          |  |   |        |  |   |        |  |     |   
|Total research and development |  | $                                  | 9,387 |          | $ | 18,487 |                                | (49 | )%       |  | $ | 34,200 |  | $ | 55,181 |  | (38 | )%
|                               |  |                                    |       |          |   |        |                                |     |          |  |   |        |  |   |        |  |     |   

The decrease of 49%, or $9.1 million, in research and development expenses for the three months
ended September 30, 2007 compared to the same period in 2006 was principally due to the following:



| |  |  | decreased costs of approximately $2.7 million associated with headcount reduction as a result of our corporate restructuring and corresponding reduction in clinical
activities;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reduction of approximately $4.1 million as study activities in our ASSIST-1, ASSIST-2, ASSIST-3 and Phase 2 clinical trials are near completion;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | corresponding decreased costs in our clinical drug supply manufacturing cost of approximately $1.2 million; and
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | lower stock-based compensation expense of approximately $1.1 million primarily due to higher estimated forfeiture rates used in 2007 and complete vesting of stock
options granted in earlier periods partially offset by expense associated with new stock options granted.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The decrease
of 38%, or $21.0 million, in research and development expenses for the nine months ended September 30, 2007 compared to the same period in 2006 was principally due to the following:



| |  |  | decreased costs of approximately $6.4 million associated with headcount reduction as a result of our corporate restructuring and corresponding reduction in clinical
activities;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reduction of approximately $12.0 million as study activities in our ASSIST-1, ASSIST-2, ASSIST-3 and Phase 2 clinical trials are near completion, partially offset
by costs related to our ASSIST-5 clinical trial of approximately $3.1 million;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | corresponding decreased costs in our clinical drug supply manufacturing cost of approximately $2.9 million; and
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | lower stock-based compensation expense of approximately $2.8 million primarily due to higher estimated forfeiture rates used in 2007 and complete vesting of stock
options granted in earlier periods partially offset by expense associated with new stock options granted.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We expect
total research and development expenditures to decrease in the next twelve months as we focus on the Phase 2 clinical trials of TELINTRA Tablets, preclinical studies on TLK58747 and reduced development of TELCYTA. We expect both clinical and
manufacturing expenditures to be lower than previous quarters and the timing and the amount of these expenditures will depend on the results of the interim analysis of the ASSIST-5 trial and the progress of the TELINTRA Tablets Phase 2 clinical
trials.

The following table summarizes our principal product candidate development initiatives, including the related stages of
development for each product in development and the research and development expenses recognized in connection with each product candidate. The information in the column labeled Estimated or Actual Completion of Enrollment reflects the
date enrollment was completed or our current estimate of the timing of completion of enrollment for each trial as applicable. The actual timing of completion of enrollment could differ materially from the estimates provided in the table. For a
discussion of the risks and uncertainties associated with the timing of completing a product development phase, see the risk factors in Part II, Item 1A Risk Factors entitled: All of our product candidates are in research and development.
If clinical trials of TELCYTA or TELINTRA are delayed or unsuccessful or if we are unable to complete the preclinical development of our other preclinical product candidates, our business may suffer, If we do not obtain regulatory
approval to market products in the United States and foreign countries, we or our collaborators will not be permitted to commercialize our product candidates, As our product programs advance, we may need



15



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##### Table of Contents

to hire additional scientific and management personnel. Our research and development efforts will be seriously jeopardized if we are unable to attract and
retain key personnel, and If we are unable to enter into or maintain existing contracts with third parties to manufacture our product candidates or any products that we may develop in sufficient quantities and at an acceptable cost,
clinical development of product candidates could be delayed and we may be unable to meet demand for any products that we may develop and lose potential revenue as described in Part II, Item 1A Risk Factors below.



|                                       |  |                                |  |                     |  |                                           |        |                                                      |        |        |   |       
|-------------------------------------- |  | ------------------------------ |  | ------------------- |  | ----------------------------------------- | ------ | ---------------------------------------------------- | ------ | ------ | - | ------
|Product                                |  | Description                    |  | Phase ofDevelopment |  | Estimated orActualCompletion ofEnrollment |        | Related R&D Expenses Nine Months Ended September 30,
|                                       |  |                                |  | 2007                |  | 2006                                     
|                                       |  |                                |  |                     |  |                                           |        | (in thousands)                                      
|TELCYTA                                |  |                                |  |                     |  |                                           |        | $                                                    | 19,560 |        | $ | 37,912
|                                       |  | Ovarian, ASSIST-1              |  | Phase 3             |  | 2004                                      |        |                                                      |        |        |   |       
|                                       |  | Non-small cell lung, ASSIST-2  |  | Phase 3             |  | 2005                                      |        |                                                      |        |        |   |       
|                                       |  | Ovarian, ASSIST-3              |  | Phase 3             |  | 2006                                      |        |                                                      |        |        |   |       
|                                       |  | Ovarian, ASSIST-5              |  | Phase 3             |  | 2008                                      |        |                                                      |        |        |   |       
|                                       |  | Combination (with other drugs) |  | Phase 2             |  | 2006                                      |        |                                                      |        |        |   |       
|TELINTRA                               |  |                                |  |                     |  |                                           |        |                                                      | 2,056  |        |   | 3,331 
|                                       |  | MDS                            |  | Phase 1-2           |  | 2005                                      |        |                                                      |        |        |   |       
|                                       |  | MDS Tablets                    |  | Phase 1-2a          |  | 2007                                      |        |                                                      |        |        |   |       
|Other (1)                              |  |                                |  |                     |  |                                           |        |                                                      | 12,584 |        |   | 13,938
|                                       |  |                                |  |                     |  |                                           |        |                                                      |        |        |   |       
|Total research and development expense |  |                                |  |                     |  | $                                         | 34,200 |                                                      | $      | 55,181
|                                       |  |                                |  |                     |  |                                           |        |                                                      |        |        |   |       



|(1) | Other constitutes research and development activities performed by our Chemistry, Biology, Preclinical and Quality Assurance departments as these costs cannot be
allocated to any individual project.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The largest component of our total operating expenses is our on-going investments in
our research and development activities and, in particular, the clinical development of our product candidate pipeline. The process of conducting the clinical research necessary to obtain FDA approval is costly and time consuming. Current FDA
requirements for a new human drug to be marketed in the United States include:



| |  |  | the successful conclusion of preclinical laboratory and animal tests, if appropriate, to gain preliminary information on the drug product candidates safety;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | filing with the FDA of an IND to conduct initial human clinical trials for drug candidates;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | the successful completion of adequate and well-controlled human clinical trials to establish the safety and efficacy of the drug product candidate; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | filing by us and acceptance and approval by the FDA of a New Drug Application, or NDA, for a drug product candidate to allow commercial distribution of the drug.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

In light of the factors mentioned above, we consider the active management and development of our clinical pipeline to
be crucial to our long-term success. The actual probability of success for each drug product candidate and clinical program may be impacted by a variety of factors, including, among others, the quality of the drug product candidate, the validity of
the target and disease indication, early clinical data, investment in the program, competition, manufacturing capability and commercial viability. Due to these and other factors, it is difficult to give accurate guidance on the anticipated
proportion of our research and development investments in these programs or the future cash inflows from these programs, if any.



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##### Table of Contents

General and administrative expenses



|                           |  |                                    |       |          |   |       |                                |     |          |  |   |        |  |   |        |  |     |   
|-------------------------- |  | ---------------------------------- | ----- | -------- | - | ----- | ------------------------------ | --- | -------- |  | - | ------ |  | - | ------ |  | --- | --
|                           |  | Three Months Ended September 30,   |       | % Change |   |       | Nine Months EndedSeptember 30, |     | % Change | 
|                           |  | 2007                               |       | 2006     |   |       | 2007                           |     | 2006     | 
|                           |  | (In thousands, except percentages) |      
|General and administrative |  | $                                  | 3,661 |          | $ | 4,063 |                                | (10 | )%       |  | $ | 11,292 |  | $ | 13,132 |  | (14 | )%

The decrease in general and administrative expenses of 10%, or $402,000 in the three months ended
September 30, 2007 compared to the same period in 2006 was primarily due to approximately $300,000 associated with headcount reduction as a result of our corporate restructuring and lower administrative expenses. In addition, stock-based
compensation expense decreased by approximately $614,000 due to higher estimated forfeiture rates used in 2007 and complete vesting of stock options granted in earlier periods partially offset by expense associated with new stock options granted.
General and administrative expenses decreases for the quarter were partially offset by a $512,000 increase in legal expenses primarily due to ongoing class action lawsuit defense.

The decrease in general and administrative expenses of 14%, or $1.8 million in the nine months ended September 30, 2007 compared to the same period
in 2006 was primarily due to approximately $1.2 million associated with headcount reduction as a result of our corporate restructuring and lower administrative expenses. Stock-based compensation expense also decreased by approximately $1.3 million
due to higher estimated forfeiture rates used in 2007 and complete vesting of stock options granted in earlier periods partially offset by expense associated with new stock options granted. General and administrative expenses decreases for the nine
months ended September 30, 2007 were partially offset by a $652,000 increase in legal expenses primarily due to ongoing class action lawsuit defense.

We expect general and administrative expenses in 2007 to be lower compared to 2006 primarily due to headcount reduction and decrease in stock-based compensation expense offset in part by higher legal fees associated
with the class action lawsuits.

Restructuring costs

As a result of our workforce reduction of 38 positions, we recorded a one-time restructuring charge of approximately $1.4 million for severance costs and other charges in the quarter ending March 31, 2007. We
reversed approximately $33,000 in the quarter ended June 30, 2007 as certain health benefits accrued were not utilized. The restructuring plan was completed as of June 30, 2007.

Interest income and interest expense



|                 |  |                                    |       |   |          |   |       |                                |      |     |          |      |   |       |   |  |   |       |   |  |     |   
|---------------- |  | ---------------------------------- | ----- | - | -------- | - | ----- | ------------------------------ | ---- | --- | -------- | ---- | - | ----- | - |  | - | ----- | - |  | --- | --
|                 |  | Three Months Ended September 30,   |       |   | % Change |   |       | Nine Months EndedSeptember 30, |      |     | % Change |     
|                 |  | 2007                               |       |   | 2006     |   |       |                                | 2007 |     |          | 2006 |   |      
|                 |  | (In thousands, except percentages) |      
|Interest income  |  | $                                  | 1,424 |   |          | $ | 2,102 |                                |      | (32 | )%       |      | $ | 4,622 |   |  | $ | 6,315 |   |  | (27 | )%
|Interest expense |  |                                    | (25   | ) |          |   | (25   | )                              |      | 0   | %        |      |   | (68   | ) |  |   | (51   | ) |  | 33  | % 

Interest income resulted primarily from earnings on investments. Interest income decreased by
$678,000, or 32%, for the three months ended September 30, 2007 and by $1.7 million, or 27%, for the nine months ended September 30, 2007. The decreases were due to lower investment cash balance in the three and nine month periods compared
to the same periods in 2006.

Interest expense was the same for the three months ended September 30, 2007 and increased by $17,000, or
33%, for the nine months ended September 30, 2007 compared to the same periods in 2006.



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##### Table of Contents

Liquidity and capital resources



|                                                               |  |                              |         |                   |   |        
|-------------------------------------------------------------- |  | ---------------------------- | ------- | ----------------- | - | -------
|                                                               |  | September 30,2007            |         | December 31, 2006
|                                                               |  | (in millions, except ratios)
|Cash, cash equivalents, investments and restricted investments |  | $                            | 102.3   |                   | $ | 141.7  
|Working capital                                                |  | $                            | 90.6    |                   | $ | 120.8  
|Current ratio                                                  |  |                              | 9.8 : 1 |                   |   | 8.3 : 1



|                                                              |  |                                |       |   |      |   |       |  
|------------------------------------------------------------- |  | ------------------------------ | ----- | - | ---- | - | ----- | -
|                                                              |  | Nine Months EndedSeptember 30, |      
|                                                              |  | 2007                           |       |   | 2006 |  
|                                                              |  | (in millions)                  |      
|Cash (used in) / provided by:                                 |  |                                |       |   |      |   |       |  
|Operating activities                                          |  | $                              | (39.4 | ) |      | $ | (48.8 | )
|Investing activities                                          |  | $                              | 1.8   |   |      | $ | 1.4   |  
|Financing activities                                          |  | $                              | 0.2   |   |      | $ | 2.0   |  
|Capital expenditures (included in investing activities above) |  | $                              | (0.2  | ) |      | $ | (0.8  | )

Sources and Uses of Cash. Due to the significant research and development expenditures and
the lack of any approved products to generate revenue, we have not been profitable and have generated operating losses since we incorporated in 1988. As such, we have funded our research and development operations through sale of equity securities,
non-equity payments from corporate partners, interest earned on investments and equipment lease and loan financings. At September 30, 2007, we had available cash, cash equivalents, investments and restricted investments of $102.3 million. Our
cash and investment balances are held in highly liquid debt instruments of the U.S. government, its agencies and municipalities, high grade corporate notes and money market funds. Cash in excess of immediate requirements is invested with regard to
liquidity and capital preservation. Wherever possible, we seek to minimize the potential effects of concentration and degrees of risk.

Cash Flows from Operating Activities. Cash used in operations for the nine months ended September 30, 2007 was $39.4 million compared with $48.8 million for the same period in 2006. Net loss of $42.3 million in 2007 included
non-cash charges of $6.8 million for stock-based compensation and $1.3 million for depreciation and amortization. Cash used in operations was further impacted by a $3.5 million reduction in accrued clinical trials related primarily to the near
completion of our ASSIST 1, 2 and 3 clinical trials, a $1.1 million reduction in other accrued liabilities related mainly due to manufacturing expenses and a $1.4 million reduction in accounts payable. Operating cash outflows for the same period in
2006 resulted primarily from net loss of $62.0 million which included non-cash charges of $11.0 million for stock-based compensation and $1.2 million for depreciation and amortization. Cash used in operations was further impacted by $464,000 in
prepaid expenses mainly due to annual insurance premiums paid in the quarter and $381,000 in accrued compensation expense due to bonus payouts to employees. Cash outflows were offset by an increase of $875,000 in accrued liabilities related mainly
to manufacturing expenses and $758,000 in accrued clinical trial expenses primarily related to our Phase 3 clinical trials.

Cash Flows
from Investing Activities. Cash provided by investing activities for the nine months ended September 30, 2007 was $1.8 million compared with cash used in investing activities of $1.4 million for the same period in 2006. Cash provided for
the nine months ended September 30, 2007 was primarily from $27.9 million in maturities of investments and $50,000 from sales of investments offset by $26.0 million in purchases of available-for-sale investments. Capital expenditures for the
same period in 2007 were $163,000, primarily for laboratory equipment purchases. Cash provided for the same period in 2006 was primarily from $33.8 million in sales and maturities of investments offset by $31.7 million in purchases of
available-for-sale investments. Capital expenditures for the same period in 2006 were $770,000 primarily for laboratory equipment, computer equipment and software purchases.

Cash Flows from Financing Activities. Cash provided by financing activities for the nine months ended September 30, 2007 was approximately
$240,000 compared with $2.0 million for the same period in 2006. Financing activities for the nine months ended September 30, 2007 was comprised primarily of $625,000 in proceeds from stock option exercises and purchases under our employee
stock purchase plan, offset by $385,000 in payments under capital leases and equipment loans. Financing activities for the same period in 2006 was comprised primarily of $2.7 million in proceeds from stock option exercises and our employee stock
purchase plan, offset by $759,000 in payments under capital leases and equipment loans.



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##### Table of Contents

Working Capital. Working capital decreased to $90.6 million at September 30, 2007 from $129.3
million at September 30, 2006. The decrease in working capital was primarily due to our use of cash for operating expenses and our TELCYTA and TELINTRA development programs.

Given our current development plan, we believe our existing cash resources will be sufficient to satisfy our current operating plan until the end of
2009. Changes in our research and development plans or other changes affecting our operating expenses may affect actual future consumption of existing cash resources as well. In any event, we will require substantial additional financing to fund our
operations in the future. We may seek to raise any necessary additional funds through equity or debt financings, collaborative arrangements with corporate partners or other sources. To the extent that we raise additional capital by issuing equity
securities, our stockholders may experience dilution. Debt financing may subject us to restrictive covenants that may adversely affect our operations. To the extent that we raise additional capital through licensing arrangements or arrangements with
collaborative partners, we may be required to relinquish, on terms that are not favorable to us, rights to some of our technologies or product candidates that we would otherwise seek to develop or commercialize ourselves. Our future capital uses and
requirements depend on numerous factors, including the following:



| |  |  | the progress and success of preclinical studies and clinical trials of our product candidates;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | the progress and number of research programs in development;
| | - |  | ------------------------------------------------------------



| |  |  | the costs associated with conducting Phase 3 clinical trials;
| | - |  | -------------------------------------------------------------



| |  |  | the costs and timing of obtaining regulatory approvals;
| | - |  | -------------------------------------------------------



| |  |  | our ability to establish, and the scope of, any new collaborations;
| | - |  | -------------------------------------------------------------------



| |  |  | our ability to meet the milestones identified in our collaborative agreements that trigger payments;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | the costs and timing of obtaining, enforcing and defending our patent and intellectual property rights;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | competing technological and market developments; and
| | - |  | ----------------------------------------------------



| |  |  | the timing and scope of commercialization expenses for our product candidates as they approach regulatory approval.
| | - |  | -------------------------------------------------------------------------------------------------------------------

We currently have no commitments for any additional financings. If we need to raise additional money to fund our operations, funding may not be available
to us on acceptable terms, or at all. If we are unable to raise additional funds when needed, we may not be able to continue development of our product candidates, or we could be required to delay, scale back or eliminate some or all of our research
and development programs.

Our future contractual obligations at September 30, 2007 were as follows:



|                                   |  |                |        |      |   |           |  |           |       |            |   |       |  |   |      
|---------------------------------- |  | -------------- | ------ | ---- | - | --------- |  | --------- | ----- | ---------- | - | ----- |  | - | -----
|                                   |  | Total          |        | 2007 |   | 2008-2009 |  | 2009-2010 |       | After 2010
|                                   |  | (in thousands)
|Operating leases                   |  | $              | 24,521 |      | $ | 857       |  | $         | 7,131 |            | $ | 7,531 |  | $ | 9,002
|Capital lease obligations          |  |                | 56     |      |   | 56        |  |           |      |            |   |      |  |   |     
|Equipment loans                    |  |                |       |      |   |          |  |           |      |            |   |      |  |   |     
|                                   |  |                |        |      |   |           |  |           |       |            |   |       |  |   |      
|Total contractual cash obligations |  | $              | 24,577 |      | $ | 913       |  | $         | 7,131 |            | $ | 7,531 |  | $ | 9,002
|                                   |  |                |        |      |   |           |  |           |       |            |   |       |  |   |      

We have a contractual obligation under the terms of our manufacturing supply agreement with
Organichem Corporation, wherein we are obligated to purchase a majority of our United States requirements for the active ingredient in TELCYTA for a number of years. However, we currently do not have any requirements for the active ingredient. We
have agreed on a pricing schedule for such supply, which will be subject to future renegotiation after a defined time period.

We have no
material off-balance sheet arrangements as defined in Regulation S-K 303(a)(4)(ii).



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk.
|------- | -----------------------------------------------------------

The following discussion about our market risk exposure involves forward-looking statements. We are exposed to market risk related mainly to changes in interest rates and we believe our exposure to market risk is immaterial. We do not use
or hold derivative financial instruments.



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##### Table of Contents

Our investment policy is to manage our marketable securities portfolio to preserve principal and
liquidity while maximizing the return on the investment portfolio. To minimize the exposure due to adverse shifts in interest rates, we generally maintain investments of shorter maturities. Our marketable securities portfolio is primarily invested
in corporate debt securities and commercial papers with an average maturity of under one year and a minimum investment grade rating of A or A-1 or better to minimize credit risk. Although changes in interest rates may affect the fair value of the
marketable securities portfolio and cause unrealized gains or losses, such gains or losses would not be realized unless the investments were sold prior to maturity. Through our money managers, we maintain risk management control systems to monitor
interest rate risk. The risk management control systems use analytical techniques, including sensitivity analysis. We have operated primarily in the United States and all funding activities with our collaborators to date have been made in U.S.
dollars. Accordingly, we do not have any exposure to foreign currency rate fluctuations.

The table below presents the principal amounts
and weighted-average interest rates by year of stated maturity for our investment portfolio:



|                              |  |                                    |        |   |      |   |        |                |  |   |        |   |  |                                |        |   |  |   |       
|----------------------------- |  | ---------------------------------- | ------ | - | ---- | - | ------ | -------------- |  | - | ------ | - |  | ------------------------------ | ------ | - |  | - | ------
|                              |  | 2007                               |        |   | 2008 |   |        | 2009 andBeyond |  |   | Total  |   |  | Fair Value atSeptember 30,2007
|                              |  | (in thousands, except percentages)
|Available-for-sale securities |  | $                                  | 52,381 |   |      | $ | 25,013 |                |  | $ | 14,450 |   |  | $                              | 91,844 |   |  | $ | 91,833
|Average interest rate         |  |                                    | 5.49   | % |      |   | 5.19   | %              |  |   | 6.58   | % |  |                                | 5.58   | % |  |   |       



|Item 4. | Controls and Procedures.
|------- | ------------------------

Evaluation of
disclosure controls and procedures. Based on our managements evaluation (with the participation of our chief executive officer and chief financial officer), our chief executive officer and chief financial officer have concluded that,
subject to limitations described below, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), were effective as of September 30, 2007.

Changes in internal control over financial reporting. There were no changes in our internal controls over financial reporting during the quarter
ended September 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Limitations on the effectiveness of controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Accordingly, our disclosure controls and procedures are designed
to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met and, as set forth above, our chief executive officer and chief financial officer have concluded, based on their evaluation as of the end of
the period covered by this report, that our disclosure controls and procedures were sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met.



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Beginning on June 6, 2007,
a series of putative securities class action lawsuits were commenced in the United States District Court for the Southern District of New York and the Northern District of California, naming as defendants Telik, Inc., and certain of our current
officers, one of whom is also a director. The complaints filed in the Southern District of New York also name as defendants the underwriters for our November 2003 and/or January 2005 stock offerings. Plaintiffs in the Northern District of California
subsequently voluntarily dismissed their complaints without prejudice. All of the complaints allege violations of the Securities Act of 1933 and the Securities Exchange Act of 1934 arising out of the issuance of allegedly false and misleading
statements about our business and prospects, including the efficacy, safety and likelihood of success of our drug TELCYTA. The Southern District of New York has consolidated the class actions and appointed a lead plaintiff under the Private
Securities Litigation Reform Act of 1995. A consolidated amended class complaint was filed on October 22, 2007. The allegations of the consolidated amended complaint are similar, but more narrow than the original complaints. Plaintiffs seek
unspecified damages and injunctive relief on behalf of purchasers of our common stock during the period between March 27, 2003 and June 4, 2007, including purchasers in the January 2005 stock offering.

In August 2007, a separate party who claims to be an owner of our common stock filed a derivative action on behalf of the company against certain of our
current and former directors. The allegations are similar to those made in the class action regarding the development of TELCYTA; however, it seeks a recovery only on behalf of the company.

These cases are at an early stage, no discovery has occurred and no trial date has been set. Telik intends to defend the suits vigorously. We cannot
estimate any possible loss, if any, that may result from these actions.



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

Included below is a description
of risk factors related to our business to enable readers to assess, and be appropriately apprised of, many of the risks and uncertainties applicable to the forward-looking statements made in this Quarterly Report on Form 10-Q. The risks and
uncertainties set forth below are not all of the risks and uncertainties facing our business, but we do believe that they reflect the more important ones. You should carefully consider these risk factors as each of these risks could adversely affect
our business, operating results and financial condition. Given these risks and uncertainties, you are cautioned not to place undue reliance on forward-looking statements.

The risk factors described in Part II, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the SEC
on February 28, 2007, are set forth below. These risk factors have not substantively changed, except for those identified by asterisk and restated below.

We have a history of net losses, which we expect to continue for the next several years. We will never be profitable unless we develop, and obtain regulatory approval and market acceptance of, our product candidates.*

Due to the significant research and development expenditures required to develop our TRAP technology and identify new product candidates, and the lack of
any products to generate revenue, we have not been profitable and have incurred operating losses since we were incorporated in 1988. As of September 30, 2007, we had an accumulated deficit of $435.2 million. We expect to incur losses for the
next several years as we continue our research and development activities and incur significant clinical testing and drug supply manufacturing costs. We do not anticipate that we will generate product revenue for several years. Our losses, among
other things, have caused and will cause our stockholders equity and working capital to decrease. We expect that this trend will continue until we develop, and obtain regulatory approval and market acceptance of, our product candidates, if at
all. We may never generate product revenue sufficient to become profitable.

All of our product candidates are in research and development. If clinical
trials of TELCYTA or TELINTRA are delayed or unsuccessful or if we are unable to complete the preclinical development of our other preclinical product candidates, our business may suffer.*

Preclinical testing and clinical trials are long, expensive and uncertain processes. It may take us or our collaborators several years to complete this
testing, and failure can occur at any stage of the process. Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be successful, and interim results of clinical trials do not necessarily predict
final results. A number of companies in the pharmaceutical industry, including biotechnology companies, have suffered significant setbacks in advanced clinical trials, even after promising results in earlier clinical trials.

To obtain regulatory approvals, we must, among other requirements, complete carefully controlled and well-designed clinical trials demonstrating that a
particular drug is safe and effective for the applicable disease. TELCYTA has, to date, been evaluated in multiple Phase 1, Phase 2 and Phase 3 clinical trials. The Phase 3



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##### Table of Contents

clinical trials (ASSIST-1, 2, 3 and 5) compare TELCYTA to a control arm consisting of currently established standard drug treatments for ovarian and lung
cancers. On June 3, 2007, we presented final results at the ASCO annual meeting that the ASSIST-1 and ASSIST-2 trials did not achieve their primary endpoint of demonstrating statistically significant improvement in overall survival for TELCYTA
as compared to the active controls. The assessment of the primary endpoint of our ASSIST-3 trial, objective response rate by RECIST, have been compromised because approximately 25% of patients were prematurely discontinued from the study for disease
progression, as assessed by the independent radiology review.

On June 4, 2007, a full clinical hold for TELCYTA was initiated by the
FDA following the presentation of the Phase 3 clinical trial results at the ASCO annual meeting. As a result, we stopped enrolling new patients in TELCYTA clinical trials, and patients being treated on the trials could not receive additional
treatment until such time that the FDA released the clinical hold. On June 15, 2007, the FDA converted the full clinical hold of TELCYTA to a partial hold, thereby enabling patients that had been enrolled in the ASSIST-3 and ASSIST-5 trials the
opportunity to continue to receive study treatments, including TELCYTA in combination with chemotherapy, subject to re-consenting procedures. We submitted detailed safety and other information to the FDA and worked closely with the agency in its
review of TELCYTA. On October 12, 2007, the FDA completed their review of all TELCYTA data and removed the partial hold, permitting the resumption of our TELCYTA clinical development. However, during the clinical hold a number of patients
discounted therapy on the ASSIST-5 trial and no additional patients were enrolled. An interim analysis will be conducted on the patients currently enrolled on the ASSIST-5 trial and depending on the timing and the results of the analysis, we may not
be able to resume the study. If we do not resume the ASSIST-5 trial our business will suffer and our stock price will decline.

We
typically rely on third-party clinical investigators to conduct our clinical trials and, as a result, we may face additional delays outside our control. We engaged contract research organizations, or CROs, to facilitate the administration of our
Phase 3 clinical trials of TELCYTA. Dependence on a CRO subjects us to a number of risks. We may not be able to control the amount and timing of resources the CRO may devote to our clinical trials. Should the CRO fail to administer our Phase 3
clinical trials properly, regulatory approval, development and commercialization of TELCYTA will be delayed.

We completed a Phase 2
clinical trial of the intravenous formulation of TELINTRA in MDS, a form of pre-leukemia, to evaluate safety, pharmacokinetics, pharmacodynamics and efficacy. In February 2006, we initiated a new Phase 2 clinical trial of a tablet formulation of
TELINTRA in MDS and enrollment is on-going in this trial. Our success depends in part on our ability to complete clinical development of TELINTRA or other preclinical product candidates and take them through early clinical trials.

We do not know whether we will begin planned clinical trials on time or whether we will complete any of our on-going clinical trials on schedule, if at
all. We do not know whether any clinical trials will result in marketable products. Typically, there is a high rate of failure for product candidates in preclinical and clinical trials. We do not anticipate that any of our product candidates will
reach the market for several years.

Significant delays in clinical testing could materially impact our clinical trials. We do not know
whether planned clinical trials will begin on time, will need to be revamped or will be completed on schedule, if at all. In addition to the reasons stated above, clinical trials can be delayed for a variety of other reasons, including delays in
obtaining regulatory approval to commence a study, delays in reaching agreement on acceptable clinical study agreement terms with prospective clinical sites, delays in obtaining institutional review board approval to conduct a study at a prospective
clinical site and delays in recruiting subjects to participate in a study.

Delays in clinical testing can also materially impact our
product development costs. If we experience delays in clinical testing or approvals, our product development costs will increase. For example, we may need to make additional payments to third-party investigators and organizations to retain their
services or we may need to pay recruitment incentives. If the delays are significant, our financial results and the commercial prospects for our product candidates will be harmed, and our ability to become profitable will be delayed.



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We believe that our ability to compete depends, in part, on our ability to use our proprietary TRAP technology to
discover new pharmaceutical products.

TRAP, our proprietary drug discovery technology, is a relatively new drug discovery method that
uses a protein panel of approximately 20 proteins selected for their distinct patterns of interacting with small molecules. This panel may lack essential types of interactions that we have not yet identified, which may result in our inability to
identify active compounds that we could potentially develop into commercially viable drugs.

If we are unable to raise adequate funds in the future, we
will not be able to continue to fund our operations, research programs, preclinical testing and clinical trials to develop and manufacture our product candidates.*

The process of carrying out the development of our own unpartnered product candidates to later stages of development and developing other research programs to the stage that they may be partnered to a pharmaceutical
or biotechnology company will require significant additional expenditures, including the expenses associated with preclinical testing, clinical trials and obtaining regulatory approval. We believe that our existing cash and investment securities
will be sufficient to support our current operating plan until the end of 2009. Changes in our research and development plans or other changes affecting our operating expenses may affect actual future consumption of existing cash resources as well.
In any event, we will require substantial additional financing to fund our operations in the future. We do not know whether additional financing will be available when needed or that, if available, we will obtain financing on terms favorable to our
stockholders. As of September 30, 2007, our accumulated deficit was $435.2 million, and we expect capital outlays and operating expenditures to increase over the next several years as we expand our clinical, research and development activities.
The extent of any actual increase in operating or capital spending will depend in part on the clinical success of our product candidates. If we fail to raise adequate funds on terms acceptable to us, if at all, we will not be able to continue to
fund our operations, research programs, preclinical testing, clinical trials and manufacturing efforts.

Raising additional capital by issuing
securities or through collaboration and licensing arrangements may cause dilution to existing stockholders or require us to relinquish rights to our technologies or product candidates.

We may seek to raise any necessary additional funds through equity or debt financings, collaborative arrangements with corporate partners or other
sources. To the extent that we raise additional capital by issuing equity securities, our stockholders may experience dilution. To the extent that we raise additional capital through licensing arrangements or arrangements with collaborative
partners, we may be required to relinquish, on terms that are not favorable to us, rights to some of our technologies or product candidates that we would otherwise seek to develop or commercialize ourselves.

If our competitors develop and market products that are more effective than our product candidates or any products that we may develop, or obtain marketing approval
before we do, our commercial opportunity will be reduced or eliminated.

The biotechnology and pharmaceutical industries are intensely
competitive and subject to rapid and significant technological change. Some of the drugs that we are attempting to develop will have to compete with existing therapies. In addition, a large number of companies are pursuing the development of
pharmaceuticals that target the same diseases and conditions that we are targeting. We face competition from pharmaceutical and biotechnology companies in the United States and abroad. Our competitors may develop new screening technologies and may
utilize discovery techniques or partner with collaborators in order to develop products more rapidly or successfully than we or our collaborators are able to do.

Many of our competitors, particularly large pharmaceutical companies, have substantially greater financial, technical and human resources than we do. These organizations also compete with us to attract qualified
personnel and parties for acquisitions, joint ventures, licensing arrangements or other collaborations. In addition, academic institutions, government agencies and other public and private organizations conducting research may seek patent protection
with respect to potentially competing products or technologies and may establish exclusive collaborative or licensing relationships with our competitors.

Our competitors may succeed in developing technologies and drugs that are more effective, better tolerated or less costly than any which are being developed by us or which would render our technology and potential
drugs obsolete and noncompetitive. In addition, our competitors may succeed in obtaining FDA or other regulatory approvals for product candidates more rapidly than us or our collaborators. Any drugs



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resulting from our research and development efforts, or from our joint efforts with our existing or future collaborative partners, may not be able to compete
successfully with our competitors existing products or products under development or may not obtain regulatory approval in the United States or elsewhere.

If we do not obtain regulatory approval to market products in the United States and foreign countries, we or our collaborators will not be permitted to commercialize our product candidates.*

Even if we are able to achieve success in our preclinical testing, we, or our collaborators, must provide the FDA and foreign regulatory authorities with
clinical data that demonstrate the safety and efficacy of our product candidates in humans before they can be approved for commercial sale. Failure to obtain regulatory approval will prevent commercialization of our product candidates.

The pharmaceutical industry is subject to stringent regulation by a wide range of regulatory authorities. We cannot predict whether regulatory
clearance will be obtained for any product candidate that we are developing or hope to develop. A pharmaceutical product cannot be marketed in the United States until it has completed rigorous preclinical testing and clinical trials and an extensive
regulatory clearance process implemented by the FDA. Satisfaction of regulatory requirements typically takes many years and depends on the type, complexity and novelty of the product and requires the expenditure of substantial resources. Of
particular significance are the requirements covering research and development, testing, manufacturing, quality control, labeling and promotion of drugs for human use.

Before commencing clinical trials in humans, we, or our collaborators, must submit and receive approval from the FDA of an IND application. We must comply with FDA Good Laboratory Practices regulations in
our preclinical studies. Clinical trials are subject to oversight by institutional review boards of participating clinical sites and the FDA and:



| |  |  | must be conducted in conformance with the FDA regulations;
| | - |  | ----------------------------------------------------------



| |  |  | must meet requirements for institutional review board approval;
| | - |  | ---------------------------------------------------------------



| |  |  | must meet requirements for informed consent;
| | - |  | --------------------------------------------



| |  |  | must meet requirements for Good Clinical Practices;
| | - |  | ---------------------------------------------------



| |  |  | may require large numbers of participants; and
| | - |  | ----------------------------------------------



| |  |  | may be suspended by us, our collaborators or the FDA at any time if it is believed that the subjects participating in these trials are being exposed to unacceptable
health risks or if the FDA finds deficiencies in the IND application or the conduct of these trials.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Before receiving
FDA clearance to market a product, we, or our collaborators must demonstrate that the product candidate is safe and effective in the patient population that will be treated. Negative or inconclusive results or adverse medical events during a
clinical trial could cause a clinical trial to be repeated, a program to be terminated and could delay approval. We typically rely on third-party clinical investigators to conduct our clinical trials and other third-party organizations to perform
data collection and analysis. As a result, we may face additional delaying factors outside our control. In addition, we may encounter delays or rejections based upon additional government regulation from future legislation or administrative action
or changes in FDA policy or interpretation during the period of product development, clinical trials and FDA regulatory review. Failure to comply with applicable FDA or other applicable regulatory requirements may result in criminal prosecution,
civil penalties, recall or seizure of products, total or partial suspension of production or injunction, as well as other regulatory action. We have limited experience in conducting and managing the clinical trials necessary to obtain regulatory
approval.

If regulatory clearance of a product is granted, this clearance will be limited to those disease states and conditions for which
the product is demonstrated through clinical trials to be safe and efficacious, which could limit our market opportunity. Furthermore, product approvals, once granted, may be withdrawn if problems occur after initial marketing. We cannot ensure that
any product candidate developed by us, alone or with others, will prove to be safe and efficacious in clinical trials and will meet all of the applicable regulatory requirements needed to receive marketing clearance. Regulatory clearance may also
contain requirements for costly post-marketing testing and surveillance to monitor the safety and efficacy of the product candidate. If problems occur after initial marketing, such as the discovery of previously unknown problems with our product
candidates, including unanticipated adverse events or adverse events of unanticipated severity or frequency, or manufacturer or manufacturing issues, marketing approval can be withdrawn.



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Outside the United States, the ability to market a product depends on receiving a marketing authorization
from the appropriate regulatory authorities. Most foreign regulatory approval processes include all of the risks associated with FDA clearance described above and some may include additional risks.

As our product programs advance, we may need to hire additional scientific and management personnel. Our research and development efforts will be seriously
jeopardized if we are unable to attract and retain key personnel.

Our success depends in part on the continued contributions of our
principal management and scientific personnel and on our ability to develop and maintain important relationships with leading academic institutions, scientists and companies in the face of intense competition for such personnel. As we plan for
additional advanced clinical trials, including Phase 2 and Phase 3, we may also need to expand our clinical development personnel. In addition, our research programs depend on our ability to attract and retain highly skilled chemists and other
scientists. If we lose the services of Dr. Wick or any of our other key personnel, our research and development efforts could be seriously and adversely affected. We have generally entered into consulting or other agreements with our scientific
and clinical collaborators and advisors. We do not carry key person insurance that covers Dr. Wick or any of our other key employees.

Our
restructuring efforts may have an adverse impact on our current employees and on our ability to retain and attract future employees.

On February 12, 2007, our Board of Directors committed to a restructuring plan intended to reduce our operating expenses following our announcement in December 2006 of the preliminary results of our Phase 3 ASSIST-1, ASSIST-2 and
ASSIST-3 trials for our lead product candidate, TELCYTA. The workforce reduction could result in reduced productivity by our remaining employees, which in turn may affect our business and financial results in future quarters. We cannot assure you
that future reductions or adjustments of our workforce will not be made or that issues associated with such reductions will not recur. In addition, employees, whether or not directly affected by the reduction, may seek future employment with our
business partners, customers or competitors. Although our employees are required to sign a confidentiality agreement at the time of hire, we cannot assure you that the confidential nature of certain proprietary information will be maintained in the
course of such future employment.

Further, we believe that our future success will depend in large part upon our ability to attract and
retain highly skilled personnel. We may have difficulty attracting such personnel as a result of a perceived risk of future workforce reductions. In addition, there is currently a shortage of skilled executives and employees with technical expertise
in the biotechnology industry and this shortage is likely to continue. As a result, competition among numerous companies, academic and other research institutions for skilled personnel and experienced scientists is intense and turnover rates are
high. The cost of living in the San Francisco Bay Area is high compared to other parts of the country, which may adversely affect our ability to compete for qualified personnel and will increase costs. Because of this competitive environment, we
have encountered and may continue to encounter increasing difficulty in attracting qualified personnel if our operations expand and the demand for these professionals increases, and this difficulty could significantly impede the achievement of our
research and development objectives.

If physicians and patients do not accept products that we may develop, our ability to generate product revenue in
the future will be adversely affected.

Products that we may develop may not gain market acceptance among physicians, healthcare
payors, patients and the medical community. Market acceptance of and demand for any products that we may develop will depend on many factors, including the following:



| |  |  | our ability to provide acceptable evidence of safety and efficacy;
| | - |  | ------------------------------------------------------------------



| |  |  | convenience and ease of administration;
| | - |  | ---------------------------------------



| |  |  | cost effectiveness;
| | - |  | -------------------



| |  |  | the effectiveness of our marketing strategy and the pricing of any products that we may develop;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | our ability to obtain third-party coverage or reimbursement; and
| | - |  | ----------------------------------------------------------------



| |  |  | the prevalence and severity of adverse side effects.
| | - |  | ----------------------------------------------------



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Physicians may elect not to recommend products that we may develop even if our products meet the above
criteria. If any product that we may develop fails to achieve market acceptance, we may not be able to successfully market and sell that product, which would limit our ability to generate revenue and adversely affect our operations.

If we or our licensees cannot obtain and defend our respective intellectual property rights, or if our product candidates, technologies or any products that we may
develop are found to infringe patents of third parties, we could become involved in lengthy and costly legal proceedings that could adversely affect our business.

Our success will depend in a large part on our own and our licensees ability to obtain and defend patents for each partys respective technologies and the compounds and other products, if any, resulting
from the application of these technologies. The patent positions of pharmaceutical and biotechnology companies can be highly uncertain and involve complex legal and factual questions. As a result, the degree of future protection for our proprietary
rights is uncertain, and we cannot assure you that:



| |  |  | we were the first to make the inventions covered by each of our pending patent applications;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | we were the first to file patent applications for these inventions;
| | - |  | -------------------------------------------------------------------



| |  |  | others will not independently develop similar or alternative technologies or duplicate any of our technologies;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | any of our pending patent applications will result in issued patents;
| | - |  | ---------------------------------------------------------------------



| |  |  | any patents issued to us or our collaborators will provide a basis for commercially viable products, will provide us with any competitive advantages or will not be
challenged by third parties;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | any of our issued patents will be valid or enforceable; or
| | - |  | ----------------------------------------------------------



| |  |  | we will develop additional proprietary technologies that are patentable.
| | - |  | ------------------------------------------------------------------------

Accordingly, we cannot predict the breadth of claims allowed in our or other companies patents.

For TRAP, we hold patents in the United States and internationally, including a pending foreign application. These patents, and any patent that may issue
on the pending application, will expire between 2014 and 2015. For TELCYTA, we hold compound patents in the United States and internationally, including a pending foreign application. These patents, and any patent that may issue on the pending
application, will expire in 2013 and 2014. For TELINTRA, we hold compound patents in the United States and internationally, including a pending foreign application. These patents, and any patent that may issue on the pending application, will expire
in 2014. We can generally apply for patent term extensions on the patents for TELCYTA and TELINTRA when and if marketing approvals for these compounds are obtained in the relevant countries.

Our success will also depend, in part, on our ability to operate without infringing the intellectual property rights of others. We cannot assure you that
our activities will not infringe patents owned by others. As of the date of this Quarterly Report on Form 10-Q, we have not received any communications with the owners of related patents alleging that our activities infringe their patents. However,
if our product candidates, technologies or any products that we may develop are found to infringe patents issued to third parties, the manufacture, use and sale of any products that we may develop could be enjoined, and we could be required to pay
substantial damages. In addition, we may be required to obtain licenses to patents or other proprietary rights of third parties. We cannot assure you that any licenses required under any such patents or proprietary rights would be made available on
terms acceptable to us, if at all. Failure to obtain such licenses could negatively affect our business.

Others may have filed and in the
future may file patent applications covering small molecules or therapeutic products that are similar to ours. We cannot assure you that our patent applications will have priority over patent applications filed by others. Any legal action against us
or our collaborators claiming damages and seeking to enjoin commercial activities relating to the affected products and processes could, in addition to subjecting us to potential liability for damages, require us or our collaborators to obtain a
license to continue to manufacture or market the affected products and processes. We cannot predict whether we, or our collaborators, would prevail in any of these actions or that any license required under any of these patents would be made
available on commercially acceptable terms, if at all. We believe that there may be significant litigation in the industry regarding patent and other intellectual property rights. If we become involved in litigation, it could consume a substantial
portion of our managerial and financial resources, and we may not be successful in any such litigation.



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In addition, we could incur substantial costs and use of our key employees time and efforts in
litigation if we are required to defend against patent suits brought by third parties or if we initiate these suits, and we cannot predict whether we would be able to prevail in any of these suits.

Furthermore, some of our patents and intellectual property rights are owned jointly by us and our collaborators. While there are legal and contractual
restraints on the rights of these joint owners, they may use these patents and other intellectual property in ways that may harm our business. We may not be able to prevent this type of use.

We also rely on trade secrets to protect technology, including aspects of our TRAP technology, where we believe patent protection is not appropriate or
obtainable. However, trade secrets are difficult to protect. While we require employees, academic collaborators and consultants to enter into confidentiality agreements, we may not be able to adequately protect our trade secrets or other proprietary
information in the event of any unauthorized use or disclosure or the lawful development by others of such information. If the identity of specific proteins or other elements of our TRAP technology become known, our competitive advantage in drug
discovery could be reduced.

Many of our collaborators and scientific advisors have publication and other rights to certain information and
data gained from their collaborations and research with us. Any publication or other use could limit our ability to secure intellectual property rights or impair any competitive advantage that we may possess or realize by maintaining the
confidentiality of that information or data.

We will depend on collaborative arrangements to complete the development and commercialization of some of
our product candidates. These collaborative arrangements may place the development of our product candidates outside of our control, may require us to relinquish important rights or may otherwise not be on terms favorable to us.

We expect to enter into collaborative arrangements with third parties for clinical trials, development, manufacturing, regulatory approvals or
commercialization of some of our product candidates, particularly outside North America, or in disease areas requiring larger and longer clinical trials. Dependence on collaborative arrangements will subject us to a number of risks. We may not be
able to control the amount and timing of resources our collaborative partners may devote to the product candidates. Our collaborative partners may experience financial difficulties. Should a collaborative partner fail to develop or commercialize a
compound or product candidate to which it has rights from us, we may not receive any future milestone payments and will not receive any royalties for that compound or product candidate. Business combinations or significant changes in a collaborative
partners business strategy may also adversely affect a partners willingness or ability to complete its obligations under an arrangement. If we fail to enter into additional collaborative agreements on favorable terms, our business,
financial condition and results of operations could be materially adversely affected.

Some of our collaborations are for early stage
programs and allow partners significant discretion in electing whether to pursue any of the planned activities. We do not anticipate significant revenues to result from these relationships until the collaborator has advanced product candidates into
clinical trials, which will not occur for several years, if at all. These arrangements are subject to numerous risks, including the right of the collaboration partner to control the timing of the research and development efforts, the advancement of
lead product candidates to clinical trials and the commercialization of product candidates. In addition, a collaborative partner could independently move forward with a competing lead candidate developed either independently or in collaboration with
others, including our competitors.



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If we are unable to enter into or maintain existing contracts with third parties to manufacture our product candidates
or any products that we may develop in sufficient quantities and at an acceptable cost, clinical development of product candidates could be delayed and we may be unable to meet demand for any products that we may develop and lose potential revenue.

We do not currently operate manufacturing facilities for clinical or commercial production of our product candidates. We expect to
continue to rely on third parties for the manufacture of our product candidates and any products that we may develop. We currently lack the resources and capability to manufacture any of our product candidates on a clinical scale or any products
that we may develop on a commercial scale. As a result, we will be dependent on corporate partners, licensees or other third parties for the manufacturing of clinical and commercial scale quantities of our product candidates and any products that we
may develop. Our product candidates and any products that we may develop may be in competition with other product candidates and products for access to these manufacturing facilities. For this and other reasons, our collaborators or third parties
may not be able to manufacture our product candidates and products in a cost effective or timely manner. While we currently possess sufficient inventory of TELCYTA and TELINTRA that are stored in multiple locations and an additional, substantial
quantity of the active ingredient in TELCYTA, if these inventories are lost or damaged, the clinical development of our product candidates or their submission for regulatory approval could be delayed, and our ability to deliver any products that we
may develop on a timely basis could be impaired or precluded.

We are currently dependent on a single source of supply of the active
ingredient in TELCYTA, Organichem Corporation. While we have entered into an agreement with, and are working to qualify, an additional supplier, there is no certainty this will occur. We currently depend upon two sources for the drug product
manufacture of TELCYTA.

We currently depend upon two sources of supply for clinical quantities of the active ingredient in TELINTRA. We
depend upon a single source of supply for key excipients used in the manufacture of TELINTRA, Lipoid GmbH. While we are evaluating potential alternative sources of these materials, we have no such alternative sources that are immediately available.
We currently depend upon two sources for the drug product manufacture of TELINTRA.

If manufacturing is not performed in a timely manner,
if our suppliers fail to perform or if our relationships with our suppliers or manufacturers should terminate, our clinical trials and commercialization of TELCYTA and TELINTRA could be delayed. We may not be able to enter into or maintain any
necessary third-party manufacturing arrangements on acceptable terms, if at all. Our current dependence upon others for the manufacture of our product candidates and our anticipated dependence upon others for the manufacture of any products that we
may develop may adversely affect our future profit margins and our ability to commercialize any products that we may develop on a timely and competitive basis.

If we are unable to create sales, marketing and distribution capabilities or enter into agreements with third parties to perform these functions, we will not be able to commercialize any products that we may develop.

We currently have no sales, marketing or distribution capabilities. In order to commercialize any products that we may develop, we must internally
develop sales, marketing and distribution capabilities or establish collaborations or other arrangements with third parties to perform these services. We intend to market some products that we may develop directly in North America and rely on
relationships with one or more pharmaceutical companies with established distribution systems and direct sales forces to market other products that we may develop and address other markets. We may not be able to establish in-house sales and
distribution capabilities or relationships with third parties. To the extent that we enter into co-promotion or other licensing arrangements, any product revenues are likely to be lower than if we directly marketed and sold any products that we may
develop, and any revenues we receive will depend upon the efforts of third parties, whose efforts may not be successful.

Budget constraints may force
us to delay our efforts to develop certain product candidates in favor of developing others, which may prevent us from commercializing all product candidates as quickly as possible.

Because we have limited resources, and because research and development is an expensive process, we must regularly assess the most efficient allocation
of our research and development budget. As a result, we may have to prioritize development candidates and may not be able to fully realize the value of some of our product candidates in a timely manner, as they will be delayed in reaching the
market, if at all.



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If product liability lawsuits are successfully brought against us, we may incur substantial liabilities and may be
required to limit commercialization of our product candidates and any products that we may develop.

The testing and marketing of
medical products entail an inherent risk of product liability. Although we are not aware of any historical or anticipated product liability claims or specific causes for concern, if we cannot successfully defend ourselves against product liability
claims, we may incur substantial liabilities or be required to limit commercialization of our product candidates and any products that we may develop. In addition, product liability claims may also result in withdrawal of clinical trial volunteers,
injury to our reputation and decreased demand for any products that we may commercialize. We currently carry product liability insurance that covers our clinical trials up to a $10 million annual aggregate limit. We will need to increase the amount
of coverage if and when we have a product that is commercially available. If we are unable to obtain sufficient product liability insurance at an acceptable cost, potential product liability claims could prevent or inhibit the commercialization of
any products that we may develop, alone or with corporate partners.

If we use biological and hazardous materials in a manner that causes injury, we may
be liable for damages.

Our research and development activities involve the controlled use of potentially harmful biological materials,
hazardous materials, chemicals and various radioactive compounds, and are subject to federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. We cannot eliminate
the risk of accidental contamination or injury from the use, storage, handling or disposal of these materials. We currently have insurance applying to various types of biological and pollution exposures for a total amount of $350,000 in coverage.
However, in the event of contamination or injury, we could be held liable for damages that result from our use of hazardous materials, and any liability could significantly exceed our coverage and resources.

We have implemented anti-takeover provisions which could discourage or prevent a takeover, even if an acquisition would be beneficial to our stockholders and may
prevent attempts by our stockholders to replace or remove our current management.

Provisions of our amended and restated certificate
of incorporation and bylaws, as well as provisions of Delaware law, could make it more difficult for a third-party to acquire us, even if doing so would be beneficial to our stockholders. In addition, these provisions may frustrate or prevent any
attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our
management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. These provisions include:



| |  |  | establishing a classified board of directors requiring that members of the board be elected in different years, which lengthens the time needed to elect a new
majority of the board;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | authorizing the issuance of blank check preferred stock that could be issued by our board of directors to increase the number of outstanding shares or
change the balance of voting control and thwart a takeover attempt;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | prohibiting cumulative voting in the election of directors, which would otherwise allow for less than a majority of stockholders to elect director candidates;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limiting the ability of stockholders to call special meetings of the stockholders;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | prohibiting stockholder action by written consent and requiring all stockholder actions to be taken at a meeting of our stockholders; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establishing 90 to 120 day advance notice requirements for nominations for election to the board of directors and for proposing matters that can be acted upon by
stockholders at stockholder meetings.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We adopted a stockholder rights plan that may discourage, delay or prevent a merger or
acquisition that is beneficial to our stockholders.

In November 2001, our board of directors adopted a stockholder rights plan that
may have the effect of discouraging, delaying or preventing a merger or acquisition that is beneficial to our stockholders by diluting the ability of a potential acquiror to acquire us. Pursuant to the terms of our plan, when a person or group,
except under certain circumstances, acquires 20% or more of our outstanding common stock or 10 business days after commencement or announcement of a tender or exchange offer for 20% or more of our outstanding common stock (an Acquiring
Person), the rights (except those rights held by the person or group who has



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acquired or announced an offer to acquire 20% or more of our outstanding common stock) would generally become exercisable for shares of our common stock at a
discount. In May 2006, we amended the stockholder rights plan to exclude Eastbourne Capital Management, L.L.C. and certain related persons and entities, collectively Eastbourne, from the definition of Acquiring Person so long as neither Eastbourne
nor its affiliates or associates, either individually or in the aggregate, becomes the beneficial owner of 25% or more of the common stock then outstanding. On December 11, 2006, the plan was further amended to increase this threshold to 30%
with respect to Eastbourne. Because the potential acquirors rights would not become exercisable for our shares of common stock at a discount, the potential acquiror would suffer substantial dilution and may lose its ability to acquire us. In
addition, the existence of the plan itself may deter a potential acquiror from acquiring us. As a result, either by operation of the plan or by its potential deterrent effect, mergers and acquisitions of us that our stockholders may consider in
their best interests may not occur.

Substantial future sales of our common stock by us or by our existing stockholders could cause our stock price to
fall.*

Additional equity financings or other share issuances by us, including shares issued in connection with strategic alliances and
corporate partnering transactions, could adversely affect the market price of our common stock. Sales by existing stockholders of a large number of shares of our common stock in the public market or the perception that additional sales could occur
could cause the market price of our common stock to drop. As of September 30, 2007, 52,595,831 shares of our common stock were outstanding, of which 52,400,589 shares were freely tradable and 195,242 shares were transferable in accordance with
certain volume, notice and manner of sale restrictions under Rule 144 of the Securities Act of 1933.

If we do not progress in our programs as
anticipated, our stock price could decrease.*

For planning purposes, we estimate the timing of a variety of clinical, regulatory and
other milestones, such as when a certain product candidate will enter clinical development, when a clinical trial will be completed or when an application for regulatory approval will be filed. Some of our estimates are included in this Quarterly
Report on Form 10-Q. Our estimates are based on present facts and a variety of assumptions. Many of the underlying assumptions are outside of our control. If milestones are not achieved when we estimated that they would be, investors could be
disappointed, and our stock price may decrease.

Our stock price may be volatile, you may not be able to resell your shares at or above your purchase
price.*

Our stock prices and the market prices for securities of biotechnology companies in general have been highly volatile, with
recent significant price and volume fluctuations, and may continue to be highly volatile in the future. For example, our announcement that the preliminary top-line results of our first three Phase 3 trials did not meet primary end-points caused our
stock price to drop by 71% in one day. During the nine months ended September 30, 2007, our common stock traded between $2.55 and $7.50. You may not be able to sell your shares quickly or at the market price if trading in our stock is not
active or the volume is low. The following factors, in addition to other risk factors described in this section, may have a significant impact on the market price of our common stock, some of which are beyond our control:



| |  |  | developments regarding, or the results of, our clinical trials;
| | - |  | ---------------------------------------------------------------



| |  |  | announcements of technological innovations or new commercial products by our competitors or us;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | developments concerning proprietary rights, including patents;
| | - |  | --------------------------------------------------------------



| |  |  | developments concerning our collaborations;
| | - |  | -------------------------------------------



| |  |  | publicity regarding actual or potential medical results relating to products under development by our competitors or us;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | regulatory developments in the United States and foreign countries;
| | - |  | -------------------------------------------------------------------



| |  |  | litigation;
| | - |  | -----------



| |  |  | economic and other external factors or other disaster or crisis; or
| | - |  | -------------------------------------------------------------------



| |  |  | period-to-period fluctuations in our financial results.
| | - |  | -------------------------------------------------------



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We have been named a defendant in several purported securities class action lawsuits and a shareholder derivative
action. These, and potential similar or related litigation, could result in substantial damages and may divert managements time and attention from our business.*

Beginning on June 6, 2007, a series of putative securities class action lawsuits were filed in the United States District Court for the Southern
District of New York and the Northern District of California, naming as defendants Telik, Inc. and certain of our current officers, one of whom is also a director. The complaints filed in the Southern District of New York also name as defendants the
underwriters of our November 2003 and/or January 2005 stock offerings. Plaintiffs in the Northern District of California subsequently voluntarily dismissed their complaints without prejudice. All of the complaints allege violations of the Securities
Act of 1933 and the Securities Exchange Act of 1934 arising out of the issuance of allegedly false and misleading statements about our business and prospects, including the efficacy, safety and likelihood of success of our drug TELCYTA. The Southern
District of New York has consolidated the class actions and appointed a lead plaintiff under the Private Securities Litigation Reform Act of 1995. A consolidated amended class complaint was filed on October 22, 2007. The allegations of the
consolidated amended complaint are similar, but more narrow than the original complaints. Plaintiffs seek unspecified damages and injunctive relief on behalf of purchasers of our common stock during the period between March 27, 2003 and
June 4, 2007, including purchasers in the January 2005 stock offering.

In August 2007, a separate party who claims to be an owner of
our common stock filed a derivative action on behalf of the company against certain of our current and former directors. The allegations are similar to those made in the class action regarding the development of TELCYTA; however, it seeks a recovery
only on behalf of the company.

These cases are at an early stage, no discovery has occurred and no trial date has been set. Telik intends
to defend the suits vigorously.

The ultimate outcome of these matters cannot presently be determined and will require significant
commitment of our financial and management resources and time, which may seriously harm our business, financial condition and results of operations. We cannot assure you that any of the allegations discussed above can be resolved without costly and
protracted litigation, and the outcome may have a materially adverse impact upon our financial position, results of operations and cash flows. No estimate can be made at this time of the possible loss or possible range of loss associated with the
resolution of these actions.

In addition, the uncertainty of the currently pending litigation could lead to more volatility in our stock
price. We may in the future be the target of securities class action claims similar to those described above.

We are required to recognize expense for
stock based compensation related to employee stock options and employee stock purchases and there is no assurance that the expense we are required to recognize measures accurately the value of our share-based payment awards, and the recognition of
this expense could cause the trading price of our common stock to decline.

On January 1, 2006, we adopted SFAS 123(R) which
requires the measurement and recognition of compensation expense for all stock-based compensation based on estimated fair values. As a result, our operating results will contain a charge for stock-based compensation related to employee stock options
and employee stock purchases. The application of SFAS 123(R) requires the use of an option-pricing model to determine the fair value of share-based payment awards. This determination of fair value is affected by our stock price as well as
assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise
behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Because our employee stock options have certain characteristics that are
significantly different from traded options, and because changes in the subjective assumptions can materially affect the estimated value, in managements opinion the existing valuation models may not provide an accurate measure of the fair
value of our employee stock options. Although the fair value of employee stock options is determined in accordance with SFAS 123(R) and SAB 107 using an option-pricing model, that value may not be indicative of the fair value observed in a willing
buyer/willing seller market transaction.

Our adoption of SFAS 123(R) has had a material impact on our financial statements and results of
operations and we expect that this will continue to be the case for future periods. We cannot predict the effect that this adverse impact on our reported operating results will have on the trading price of our common stock.



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##### Table of Contents

|Item 6. | Exhibits.
|------- | ---------



|     |  |                                                                                                                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated Certificate of Incorporation. (1)                                                                                                                                                               
|     | 
|3.2  |  | Amended and Restated Bylaws. (1)                                                                                                                                                                                     
|     | 
|4.1  |  | Specimen Stock Certificate. (1)                                                                                                                                                                                      
|     | 
|4.2  |  | Amended and Restated Registration Rights Agreement, dated March 31, 2000, between Telik and holders of Teliks Series B, Series E, Series F, Series G, Series H, Series I, Series J and
Series K preferred stock. (1)
|     | 
|4.3  |  | Rights Agreement dated November 2, 2001, by and between Telik and Wells Fargo Bank Minnesota, N.A., replaced by EquiServe Trust Company, N.A., as Rights Agent (the Rights Agreement).
(2)                         
|     | 
|4.4  |  | Amendment, dated as of May 18, 2006, to Rights Agreement. (3)                                                                                                                                                        
|     | 
|4.5  |  | Teliks Certificate of Designation of Series A Junior Participating Preferred Stock. (2)                                                                                                                             
|     | 
|4.6  |  | Agreement, by and among Telik, Eastbourne Capital Management, L.L.C., Black Bear Offshore Master Fund, L.P., Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., and Richard J. Barry,
dated May 18, 2006. (4)      
|     | 
|4.7  |  | Second Amendment to Rights Agreement between Telik and Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., dated December 11, 2006. (5)                                                  
|     | 
|4.8  |  | Amended and Restated Standstill Agreement between Telik and Eastbourne Capital Management, L.L.C. and certain related persons and entities, dated December 11, 2006. (5)                                             
|     | 
|31.1 |  | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                          
|     | 
|31.2 |  | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                          
|     | 
|32.1 |  | Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).                                                                   

---

|(1) | Incorporated by reference to exhibits to our Registration Statement on Form S-1 filed on April 4, 2000, as amended (File No. 333-33868).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



|(2) | Incorporated by reference to exhibits to our Current Report on Form 8-K dated November 2, 2001, as filed on November 5, 2001 (File No. 000-31265).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Incorporated by reference to exhibits on our Current Report on Form 8-K, dated and filed on May 18, 2006 (File No. 000-31265).
|--- | ------------------------------------------------------------------------------------------------------------------------------



|(4) | Incorporated by reference to exhibits to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, as filed on August 3, 2006.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Incorporated by reference to exhibits to our Current Report on Form 8-K dated December 11, 2006, as filed on December 12, 2006.
|--- | -------------------------------------------------------------------------------------------------------------------------------



32



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##### Table of Contents

SIGNATURES

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



TELIK, INC./s/ CYNTHIA M. BUTITTACynthia M. ButittaChief Operating Officer and Chief Financial Officer(Duly Authorized Officer and Principal Financial Officer)


Date: November 7, 2007



33



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##### Table of Contents

EXHIBIT INDEX



|     |  |                                                                                                                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated Certificate of Incorporation. (1)                                                                                                                                                               
|     | 
|3.2  |  | Amended and Restated Bylaws. (1)                                                                                                                                                                                     
|     | 
|4.1  |  | Specimen Stock Certificate. (1)                                                                                                                                                                                      
|     | 
|4.2  |  | Amended and Restated Registration Rights Agreement, dated March 31, 2000, between Telik and holders of Teliks Series B, Series E, Series F, Series G, Series H, Series I, Series J and
Series K preferred stock. (1)
|     | 
|4.3  |  | Rights Agreement dated November 2, 2001, by and between Telik and Wells Fargo Bank Minnesota, N.A., replaced by EquiServe Trust Company, N.A., as Rights Agent (the Rights Agreement).
(2)                         
|     | 
|4.4  |  | Amendment, dated as of May 18, 2006, to Rights Agreement. (3)                                                                                                                                                        
|     | 
|4.5  |  | Teliks Certificate of Designation of Series A Junior Participating Preferred Stock. (2)                                                                                                                             
|     | 
|4.6  |  | Agreement, by and among Telik, Eastbourne Capital Management, L.L.C., Black Bear Offshore Master Fund, L.P., Black Bear Fund I, L.P., Black Bear Fund II, L.L.C., and Richard J. Barry,
dated May 18, 2006. (4)      
|     | 
|4.7  |  | Second Amendment to Rights Agreement between Telik and Computershare Shareholder Services, Inc. and Computershare Trust Company, N.A., dated December 11, 2006. (5)                                                  
|     | 
|4.8  |  | Amended and Restated Standstill Agreement between Telik and Eastbourne Capital Management, L.L.C. and certain related persons and entities, dated December 11, 2006. (5)                                             
|     | 
|31.1 |  | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                          
|     | 
|31.2 |  | Certification required by Rule 13a-14(a) or Rule 15d-14(a).                                                                                                                                                          
|     | 
|32.1 |  | Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).                                                                   

---

|(1) | Incorporated by reference to exhibits to our Registration Statement on Form S-1 filed on April 4, 2000, as amended (File No. 333-33868).
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



|(2) | Incorporated by reference to exhibits to our Current Report on Form 8-K dated November 2, 2001, as filed on November 5, 2001 (File No. 000-31265).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Incorporated by reference to exhibits on our Current Report on Form 8-K, dated and filed on May 18, 2006 (File No. 000-31265).
|--- | ------------------------------------------------------------------------------------------------------------------------------



|(4) | Incorporated by reference to exhibits to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, as filed on August 3, 2006.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Incorporated by reference to exhibits to our Current Report on Form 8-K dated December 11, 2006, as filed on December 12, 2006.
|--- | -------------------------------------------------------------------------------------------------------------------------------



34