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- 10-K Annual report
- 10.2 2004 Amended and Restated Equity Incentive Plan (As Amended on May 19, 2010)
- 23.1 Consent of Ernst & Young LLP
- 23.2 Consent of Pricewaterhousecoopers LLP
- 31.1 Certification Pursuant to Rule 15D-14 of the Securities and Exchange Act of 1934
- 31.2 Certification Pursuant to Rule 15D-14 of the Securities and Exchange Act of 1934
- 32.1 Certification Pursuant to 18 U.s.c. Section 1350
- 32.2 Certification Pursuant to 18 U.s.c. Section 1350
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-174844, No. 333-169689, 333-162719 and 333-153475) and Registration Statement on Form S-8 (No. 333-173047, No. 333-167260, 333-164865, No. 333-156733, No. 333-126276, No. 333-134598, and No. 333-143130) pertaining to the 2004 Amended and Restated Equity Incentive Plan and Amended and Restated 2004 Employee Stock Purchase Plan of Threshold Pharmaceuticals, Inc. of our report dated March 15, 2012, with respect to the consolidated financial statements of Threshold Pharmaceuticals, Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2011.
/s/ Ernst & Young LLP
San Jose, California
March 15, 2012