SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )

Filed by the Registrant [X]
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Check the appropriate box:

[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Telik, Inc.
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(Name of Registrant as Specified In Its Charter)

Not Applicable
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TELIK, INC.
750 Gateway Boulevard
South San Francisco, CA 94080

Notice of Annual Meeting of Stockholders to be held on May 24, 2001

To the Stockholders of Telik, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders of Telik,
Inc., a Delaware corporation (the "Company"), will be held on Thursday, May 24,
2001 at 9:00 a.m. local time at the Company's offices at 750 Gateway Boulevard,
South San Francisco, CA 94080 for the following purposes:

1. To elect one director to hold office until the 2004 Annual Meeting of
Stockholders.

2. To ratify the selection of Ernst & Young LLP as independent auditors
of the Company for its fiscal year ending December 31, 2001.

3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

The Board of Directors has fixed the close of business on March 26, 2001, as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.

By Order of the Board of Directors

/s/ Deborah A. Marshall

Deborah A. Marshall
Secretary

South San Francisco, California
April 24, 2001

ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE, SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER
TO ENSURE YOUR REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS
POSTAGE PREPAID IF MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT
PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON
IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE
HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT
THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN
YOUR NAME.

TELIK, INC.
750 Gateway Boulevard
South San Francisco, CA 94080

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

May 24, 2001

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of the Board of Directors of
Telik, Inc., a Delaware corporation ("Telik" or the "Company"), for use at the
Annual Meeting of Stockholders to be held on Thursday, May 24, 2001, at 9:00
a.m. local time (the "Annual Meeting"), or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the Company's offices at 750
Gateway Boulevard, South San Francisco, CA 94080. The Company intends to mail
this proxy statement and accompanying proxy card on or about April 24, 2001, to
all stockholders entitled to vote at the Annual Meeting.

Solicitation

The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
card and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of Common Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.

Voting Rights and Outstanding Shares

Only holders of record of Common Stock at the close of business on March 26,
2001, will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on March 26, 2001, the Company had outstanding and entitled
to vote 22,783,945 shares of Common Stock.

Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.

All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Brokers have discretionary authority to
vote on proposals 1 and 2.

Voting Via the Internet or by Telephone

Stockholders may grant a proxy to vote their shares by means of the
telephone or on the Internet. The law of Delaware, under which the Company is
incorporated, specifically permits electronically transmitted proxies, provided
that each such proxy contains or is submitted with information from which the
inspectors of election can determine that such proxy was authorized by the
stockholder.

The telephone and Internet voting procedures below are designed to
authenticate stockholders' identities, to allow stockholders to grant a proxy
to vote their shares and to confirm that stockholders' instructions have been
recorded properly. Stockholders granting a proxy to vote via the Internet
should understand that there may be costs associated with electronic access,
such as usage charges from Internet access providers and telephone companies,
that must be borne by the stockholder.

For Shares Registered in Your Name

Stockholders of record may go to http://www.eproxy.com/telk/ to grant a
proxy to vote their shares by means of the Internet. They will be required to
provide the company number and control number contained on their proxy cards.
The voter will then be asked to complete an electronic proxy card. The votes
represented by such proxy will be generated on the computer screen and the
voter will be prompted to submit or revise them as desired. Any stockholder
using a touch-tone telephone may also grant a proxy to vote shares by calling
toll free 1-800-240-6326 and following the recorded instructions.

For Shares Registered in the Name of a Broker or Bank

Most beneficial owners whose stock is held in "street name" receive
instruction for granting proxies from their banks, brokers or other agents,
rather than using the Company's proxy card.

A number of brokers and banks are participating in a program provided
through ADP Investor Communication Services that offers the means to grant
proxies to vote shares by means of the telephone and Internet. If your shares
are held in an account with a broker or bank participating in the ADP Investor
Communications Services program, you may grant a proxy to vote those shares
telephonically or via the Internet by calling the telephone number or
contacting the web site shown on the instruction form received from your broker
or bank.

General Information for All Shares Voted Via the Internet or By Telephone

Votes submitted via the Internet or by telephone must be received by 12:00
noon, Central Time on May 23, 2001. Submitting your proxy via the Internet or
by telephone will not affect your right to vote in person should you decide to
attend the Annual Meeting.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 750
Gateway Boulevard, South San Francisco, California 94080, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.

Stockholder Proposals

The deadline for submitting a stockholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2002 annual
meeting of stockholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is December 20, 2001. Stockholders wishing to submit proposals or
director nominations that are not to be included in such proxy statement and
proxy must do so no later than January 19, 2002. Stockholders are also advised
to review the Company's Amended and Restated Bylaws, which contain additional
requirements with respect to advance notice of stockholder proposals and
director nominations. A copy of the Company's Amended and Restated Bylaws may
be obtained from the Secretary of the Company at Telik, Inc., 750 Gateway
Blvd., South San Francisco, CA 94080.

PROPOSAL 1

ELECTION OF DIRECTOR

The Company's Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws provide that the Board of Directors shall be divided into
three classes, each class consisting, as nearly as possible, of one-third of
the total number of directors, with each class having a three-year term.
Vacancies on the Board may be filled only by persons elected by a majority of
the remaining directors. A director elected by the Board to fill a vacancy
(including a vacancy created by an increase in the number of directors) shall
serve for the remainder of the full term of the class of directors in which the
vacancy occurred and until such director's successor is elected and qualified.

The Board of Directors is presently composed of five members. During the
last fiscal year, the Board of Directors consisted of six members. Mr. Glick,
whose term would have expired in 2001, left the Company's Board in April 2001,
and the Board determined that it would be in the best interest of the Company
to decrease the size of the Board to five members. There is one director in the
class whose term of office expires in 2001. The nominee for election to this
class is currently a director of the Company who was previously elected by the
stockholders. If elected at the Annual Meeting, the nominee would serve until
the 2004 annual meeting and until his successor is elected and has qualified,
or until such director's earlier death, resignation or removal.

Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote at the meeting. Shares represented by
executed proxies will be voted, if authority to do so is not withheld, for the
election of the nominee named below. If the nominee should be unavailable for
election as a result of an unexpected occurrence, such shares will be voted for
the election of such substitute nominee as management may propose. The person
nominated for election has agreed to serve if elected, and management has no
reason to believe that this nominee will be unable to serve.

Set forth below is biographical information for the person nominated and for
each person whose term of office as a director will continue after the Annual
Meeting.

Nominee for Election for a Three-Year Term Expiring at the 2004 Annual Meeting

Michael M. Wick, MD, PhD

Michael M. Wick, MD, PhD has served as the Company's Chairman of the Board
of Directors since January 2000, as the Chief Executive Officer since July 1999
and as the President since June 1998. Dr. Wick served as the Company's Chief
Operating Officer from December 1997 until June 1998, and as Executive Vice
President, Research and Development, from December 1997 until June 1998. He has
been one of the Company's directors since December 1997. Prior to joining the
Company in December 1997, Dr. Wick was Senior Vice President of Research for CV
Therapeutics, a public biotechnology company, from May 1995 until May 1997, and
continued as a consultant until December 1997. Dr. Wick served as Executive
Director of oncology/immunology and clinical research at Lederle Laboratories,
a division of American Cyanamid, a pharmaceutical company, from September 1990
until May 1995, and also directed the Cyanamid/Immunex joint oncology research
program. Dr. Wick began his career at Harvard Medical School, where he served
as an Associate Professor from July 1981 until June 1994 and Chief of the
Melanoma Clinic and Laboratory of Molecular Dermatological Oncology at the Dana
Farber Cancer Institute from September 1980 until September 1992. Dr. Wick
holds a PhD degree in chemistry from Harvard University and an MD degree from
Harvard Medical School.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF THE NAMED NOMINEE.

Directors Continuing in Office Until the 2002 Annual Meeting

Jean Deleage, PhD

Jean Deleage, PhD has served as one of the Company's directors since August
1994. Dr. Deleage is a founder and Managing General Partner of Alta Partners, a
venture capital firm that was formed in 1996. Dr. Deleage has been managing
partner of Burr, Egan, Deleage & Co., a venture capital firm in San Francisco
and Boston since its formation in 1979. He was a member of Sofinnova's initial
team in Paris, and in 1976, formed Sofinnova, Inc. (the U.S. subsidiary of
Sofinnova). Dr. Deleage is presently a director of Aclara BioSciences, Inc., a
biotechnology company; Crucell, N.V., a biotechnology company; Flamel
Technologies S.A., a polymer engineering company; Kosan Biosciences, Inc., a
biotechnology company; and Rigel Pharmaceuticals, Inc., a biotechnology
company. Dr. Deleage received an MA in electrical engineering from Ecole
Superieure d'Electricite in 1962 and a PhD in economics from the Sorbonne in
1964. He has received the Ordre Nationale du Merite and the Legion of Honor
from the French government.

David W. Martin, Jr., MD

David W. Martin, Jr., MD has served as one of the Company's directors since
August 1997. In July 1997, Dr. Martin co-founded Eos Biotechnology, Inc., a
biotechnology company, and has been its President and Chief Executive Officer
since July 1997. From May 1995 until November 1996, he served as President and
Chief Executive Officer of Lynx Therapeutics, a company that develops
technology for measuring gene activities. From January 1994 until April 1995,
Dr. Martin held various positions at Chiron Therapeutics, a biotechnology
company. He was Executive Vice President of Research and Development at the
DuPont Merck Pharmaceutical Co., a pharmaceutical company, from January 1991
until January 1994. From January 1983 until September 1990, Dr. Martin served
as the first Vice President of Research and Development of Genentech, a
biotechnology company. Dr. Martin is a director of Varian Medical Systems,
Inc., a spin-off of Varian Associates, Inc., a company that develops and
markets radiation equipment and software, and Cubist Pharmaceuticals, Inc., a
company that discovers and develops anti-infective drugs. Dr. Martin holds an
MD degree from Duke University.

Directors Continuing in Office Until the 2003 Annual Meeting

David R. Bethune

David R. Bethune has served as one of the Company's directors since December
1999. Mr. Bethune has 34 years of experience in the pharmaceutical and
biopharmaceutical industries. Since February 2000, he has served as Chairman
and Chief Executive Officer of Atrix Laboratories, a pharmaceutical company,
and became acting Chief Executive Officer of Atrix in August 1999. He has also
served as a director of Atrix since April 1995. From July 1997 until October
1998, Mr. Bethune was President and Chief Operating Officer of
IVAX Corporation, a pharmaceutical company. From March 1995 until June 1997, he
served as President and Chief Executive Officer for Aesgen, Inc., a
pharmaceutical company. Mr. Bethune has held various positions at American
Cyanamid Company, a pharmaceutical company, from February 1988 until February
1995. Mr. Bethune also served as President of Operations and Vice President and
General Manager of U.S. Pharmaceuticals for G.D. Searle & Co., a pharmaceutical
company, from June 1984 until January 1988. Mr. Bethune is a director of St.
Charles Pharmaceutical Co., a pharmaceutical company, and the Female Health
Company, a company that sells female health products. Mr. Bethune holds an AB
degree in Accounting and Finance from Lenoir-Rhyne College and a Masters degree
in Executive Management from Columbia University.

Stefan Ryser, PhD

Stefan Ryser, PhD has served as one of the Company's directors since
September 1998. Since April 2000, Dr. Ryser has served as a managing director
of Bear Stearns Health Innoventures, a venture capital fund. Dr. Ryser served
as Chief Executive Officer until April 2000, and has served as a member and
delegate of the

board of International Biomedicine Management Partners, Inc., a company that
manages investments in biotechnology companies on behalf of International BM
Biomedicine Holdings Inc., since January 1998. From January 1989 until December
1997, Dr. Ryser held various positions at F. Hoffmann-La Roche Ltd. (Roche), a
pharmaceutical company, including Scientific Assistant to the President of
Global Research and Development, and was responsible for maintaining the
scientific liaison between Roche and Genentech. From January 1991 until
December 1997, Dr. Ryser served as a member of the Brussels-based senior
advisory group of EuropaBio, a European biotechnology organization. From August
1998 until March 2001, Dr. Ryser was a director of Genaissance Pharmaceuticals,
Inc., a genomics company. Dr. Ryser is a director of Arena Pharmaceuticals, a
biotechnology company; and Cytokinetics, Inc., a biotechnology company. Dr.
Ryser received a PhD degree in molecular biology from the University of Basel.

Board Committees and Meetings

During the fiscal year ended December 31, 2000, the Board of Directors held
six meetings. The Board has an Audit Committee and a Compensation Committee.

The Audit Committee meets with the Company's independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements; recommends to the Board the independent auditors to be retained;
oversees the independence of the independent auditors; evaluates the
independent auditors' performance; and receives and considers the independent
auditors' comments as to controls, adequacy of staff and management performance
and procedures in connection with audit and financial controls. The Audit
Committee is currently composed of three directors: Drs. Martin and Ryser and
Mr. Bethune. Dr. Ryser joined the Audit Committee in April 2001, after the
departure of Mr. Glick from the Company's Board of Directors. Mr. Glick served
on the Audit Committee during the last fiscal year. The Audit Committee met one
time during the last fiscal year. All members of the Company's Audit Committee
are independent (as independence is defined in Rule 4200(a)(15) of the NASD
listing standards). The Audit Committee is governed by a written charter
approved by the Board of Directors that is attached hereto as Appendix A.

The Compensation Committee makes recommendations concerning salaries and
incentive compensation, awards stock options to employees and consultants under
the Company's stock option plans and otherwise determines compensation levels
and performs such other functions regarding compensation as the Board may
delegate. The Compensation Committee is composed of three outside directors:
Drs. Ryser and Deleage and Mr. Bethune. It did not meet during the last fiscal
year.

During the fiscal year ended December 31, 2000, each Board member attended
75% or more of the aggregate of the meetings of the Board and of the committees
on which he served, held during the period for which he was a director or
committee member, respectively.

Report of the Audit Committee of the Board of Directors*

The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. The Company's management is responsible for
the internal controls and the financial reporting process. The independent
auditors are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with generally accepted
auditing standards and the issuance of a report thereon.

In this context, the Audit Committee met and held discussions with
management and Ernst & Young LLP, the Company's independent auditors.
Management represented to the Audit Committee that the Company's

- --------
* The material in this report is not "soliciting material," is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any
filing of the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934.

consolidated financial statements were prepared in accordance with generally
accepted accounting principles, and the Audit Committee has reviewed and
discussed the consolidated financial statements with management and the
independent auditors. The Audit Committee discussed with the independent
auditors matters required to be discussed by Statement on Auditing Standards
No. 61 (Communication With Audit Committees).

In addition, the Audit Committee has discussed with the independent
auditors, the auditors' independence from the Company and its management,
including the matters in the written disclosures that were received pursuant to
the requirements of the Independence Standards Board and considered the
compatibility of non-audit services with the auditors' independence.

The Audit Committee discussed with the Company's independent auditors the
overall scope and plans for their audit. The Audit Committee met with the
independent auditors, with and without management present, to discuss the
results of their examinations, the evaluations of the Company's internal
controls, and the overall quality of the Company's financial reporting.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000, for filing
with the Securities and Exchange Commission.

The Audit Committee and the Board also have recommended, subject to
stockholder ratification, the selection of Ernst & Young LLP as the Company's
independent auditors.

The Audit Committee:

David R. Bethune
Jerrold L. Glick
David W. Martin, Jr.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 2001, and has
further directed that management submit the selection of independent auditors
for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP
has audited the Company's financial statements since 1989. Representatives of
Ernst & Young LLP are expected to be present at the Annual Meeting, will have
an opportunity to make a statement if they so desire and will be available to
respond to appropriate questions.

Stockholder ratification of the selection of Ernst & Young LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Ernst & Young LLP
to the stockholders for ratification as a matter of good corporate practice. If
the stockholders fail to ratify the selection, the Audit Committee and the
Board will reconsider whether or not to retain that firm. Even if the selection
is ratified, the Audit Committee and the Board in their discretion may direct
the appointment of different independent auditors at any time during the year
if they determine that such a change would be in the best interests of the
Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Ernst & Young LLP. Abstentions will be
counted toward the tabulation of votes cast on proposals presented to the
stockholders and will have the same effect as negative votes. Shares
represented by executed proxies will be voted, if no abstention or vote against
is marked, for the ratification of Ernst & Young LLP as the Company's
independent auditors.

Audit Fees. During the fiscal year ended December 31, 2000, the aggregate
fees billed by Ernst & Young LLP for the audit of the Company's financial
statements and for the reviews of the Company's interim financial statements
were $85,000.

Financial Information Systems Design and Implementation Fees. During the
fiscal year ended December 31, 2000, no fees were billed by Ernst & Young LLP
for information technology consulting.

All Other Fees. During fiscal year ended December 31, 2000, the aggregate
fees billed by Ernst & Young LLP for professional services other than audit and
information technology consulting fees were $375,000 for audit related services
provided in connection with the Company's initial public offering.

The Audit Committee has determined the rendering of all non-audit services
by Ernst & Young LLP is compatible with maintaining the auditors' independence.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding the Company's executive
officers, directors and key personnel.

Name Age Position
---- --- --------

Michael M. Wick, MD, PhD....... 55 President, Chief Executive Officer and
Chairman
Cynthia M. Butitta............. 46 Chief Operating Officer and Chief
Financial Officer
Reinaldo F. Gomez, PhD......... 55 Vice-President, Product Development
David R. Bethune............... 60 Director
Jean Deleage, PhD.............. 60 Director
David W. Martin, Jr., MD....... 60 Director
Stefan Ryser, PhD.............. 41 Director

Key Personnel:
W. David Henner, MD, PhD....... 52 Vice President, Clinical Research and
Development
Steven R. Schow, PhD........... 51 Vice President, Chemistry Research
Hugo O. Villar, PhD............ 42 Vice President, Discovery Technologies

Set forth below is biographical information for each of the executive
officers and key personnel.

Michael M. Wick, MD, PhD (Please refer to the section entitled "Nominee for
Election," above)

Cynthia M. Butitta was named to the position of Chief Operating Officer in
March 2001. She has served as the Company's Chief Financial Officer since
August 1998. From September 1997 through February 2001, Ms. Butitta also
provided financial consulting services as a Partner in Altair Capital
Associates LLC, which she co-founded in November 1998, and Butitta Consulting
Services LLC, which she founded in September 1997. From December 1995 until
September 1997, Ms. Butitta was Vice President of Finance and Administration
and Chief Financial Officer for Connetics, Inc., a biotechnology company. From
June 1994 until December 1995, she was Vice President of Finance and
Administration and Chief Financial Officer for InSite Vision, Inc., a
biotechnology company. Ms. Butitta is a director of Catalyst Semiconductor,
Inc., a semiconductor products company. Ms. Butitta holds a BS degree in
business and accounting from Edgewood College in Madison, Wisconsin, and an MBA
degree in finance from the University of Wisconsin, Madison.

Reinaldo F. Gomez, PhD has served as the Company's Vice President, Product
Development since September 2000. He served as the Company's Vice President,
Corporate Alliances from January 1998 until September 2000 and as Vice
President, Research and Development from September 1996 until December 1997.
From August 1995 to September 1996, Dr. Gomez served as the Company's Vice
President, Project Management. Dr. Gomez served as the Company's Chief
Executive Officer from July 1992 to August 1995. He served as the Company's
President from May 1991 until August 1995, and as one of the Company's
directors from May 1991 until January 1997. Over a ten-year period prior to
that, Dr. Gomez held various research positions at Genentech, Inc., a
biotechnology company, including that of Vice President of Discovery Research.
During his tenure at Genentech, Dr. Gomez directed that company's major drug
development effort for tissue plasminogen activator (t-PA), which led to the
filing of the application for FDA marketing approval in 1986. He previously
served on the faculty of the Massachusetts Institute of Technology (MIT) as
Associate Professor in Nutrition and Food Science. Dr. Gomez received his BS
and MS degrees in food science from the University of Florida and his PhD in
nutrition and food science from MIT.

W. David Henner, MD, PhD has served as the Company's Vice President of
Clinical Research and Development since January 2001. Dr. Henner has served as
a member of the Telik, Inc. Scientific Advisory Board since 1994. Prior to
joining the Company, Dr. Henner served on the faculty of Oregon Health Sciences
University from 1988 to 2001 where he was Professor of Medicine and
Pharmacology. He served as the Director of the Hormonal and Reproductive
Cancers Program of the Oregon Cancer Center from 1993 to 2001.

Dr. Henner began his career at the Harvard Medical School and the Dana Farber
Cancer Institute where he served as an Assistant Professor in Medicine from
1982 to 1988. Dr. Henner received his PhD in microbiology in 1977 from the
University if Pennsylvania and his M.D. degree in 1977 also from the University
of Pennsylvania. Dr. Henner received an MBA degree in 1997 from the University
of Oregon.

Steven R. Schow, PhD has served as the Company's Vice President of Chemistry
Research since March 2000. He served as the Company's Senior Director of
Medicinal Chemistry from March 1998 until March 2000. Prior to joining the
Company, Dr. Schow served as a Director of Medicinal Chemistry at CV
Therapeutics, a biotechnology company, from May 1995 to March 1998. He served
as a Senior Group Leader at Lederle Laboratories, a division of American
Cyanamid, a pharmaceutical company, from November 1991 until May 1995. Dr.
Schow earned his PhD degree in organic chemistry in October 1977 from the
University of California at San Diego.

Hugo O. Villar, PhD has served as the Company's Vice President, Discovery
Technologies since February 1998. Dr. Villar previously served as the Company's
Director of Chemistry from May 1995 until February 1998, and as a Senior
Scientist from October 1992 to May 1995. Prior to joining the Company, Dr.
Villar served as a director of computational pharmacology at Molecular Research
Institute, a non-profit research organization, from July 1989 until October
1992. He was also a computational chemist at SRI International, a non-profit
research organization, from May 1988 until June 1989. Dr. Villar earned an MS
degree in December 1981 and PhD degree in December 1985 in chemistry from the
Universidad Nacional de La Plata, Argentina.

The Company's executive officers are appointed by the Board of Directors and
serve until their successors are elected or appointed. There are no family
relationships among any of the Company's directors or executive officers. No
director has a contractual right to serve as a member of the Company's Board of
Directors.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of March 1, 2001 by: (i) each director and
nominee for director; (ii) each of the executive officers named in the Summary
Compensation Table; (iii) all executive officers and directors of the Company
as a group; and (iv) all those known by the Company to be beneficial owners of
more than five percent of its Common Stock.

Beneficial
Ownership(1)
--------------------
Number of Percent of
Beneficial Owner Shares Total
- ---------------- --------- ----------

Sanwa Kagaku Kenkyusho Co., Ltd. ........................ 2,445,301 10.7%
35 Higashi-ku
Nagoya 461, Japan

Wellington Management Company, LLP(2) ................... 2,112,700 9.3%
75 State Street
Boston, MA 02109

International BM Biomedicine Holdings AG(3).............. 1,481,607 6.5%
Bank Julius Baer & Co., Ltd.
c/o Brown Brothers Harriman & Co.
59 Wall Street
New York, NY 10005

Burr, Egan, Deleage & Co.(4) ............................ 1,194,440 5.2%
One Embarcadero Center, Suite 4050
San Francisco, CA 94111

Advent International Group(5) ........................... 1,192,055 5.2%
75 State St.
Boston, MA 02109

Michael M. Wick, MD, PhD(6).............................. 470,833 2.0%

Cynthia M. Butitta(7).................................... 102,771 *

Reinaldo F. Gomez, PhD(8)................................ 308,249 1.3%

David R. Bethune(9)...................................... 3,000 *

Jean Deleage, PhD(4)(10)................................. 2,041,106 9.0%

Jerrold L. Glick(11)..................................... 131,608 *

David W. Martin, Jr., MD(12)............................. 13,521 *

Stefan Ryser, PhD........................................ 2,000 *

All executive officers and directors as a group (8
persons)(13)............................................ 3,073,088 13.1%

- --------
* Less than one percent.

(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the SEC.
Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, the Company believes that each
of the stockholders named in this table has sole voting and investment
power with respect to the shares indicated as beneficially owned.
Applicable percentages are based on 22,781,445 shares outstanding on March
1, 2001, adjusted as required by rules promulgated by the SEC.

(2) Wellington Management Company, LLP ("WMC"), an investment adviser
registered with the SEC under Section 203 of the Investment Advisers Act
of 1940, as amended, is deemed a beneficial owner of these

shares as the result of acting as investment advisor to its various
investment advisory clients, none of which is known to have beneficial
ownership of more than five percent of the Company's Common Stock. WMC
disclaims any pecuniary interest (as such term is defined in Rule 16a-1(a)
promulgated under the 1934 Act) in such shares.

(3) Includes 5,417 shares issuable pursuant to options exercisable within 60
days of March 1, 2001.

(4) Burr, Egan, Deleage & Co. directly or indirectly provides investment
advisory services to several venture capital funds, including Alta V
Limited Partnership and Customs House Partners. Alta V Limited
Partnership beneficially owns 1,182,020 shares of Common Stock. Customs
House Partners beneficially owns 12,420 shares of Common Stock. The
respective general partners of Alta V Limited Partnership and Customs
House Partners exercise sole voting and investment power with respect to
the shares owned by such funds. The principals of Burr, Egan, Deleage &
Co. are general partners of Alta V Management Partners, L.P. (which is a
general partner of Alta V Limited Partnership), and Customs House
Partners. As general partners of such funds, they may be deemed to share
voting and investment powers for the shares held by the funds. The
principals of Burr, Egan, Deleage & Co. disclaim beneficial ownership of
all such shares held by the foregoing funds, except to the extent of
their pecuniary interest therein. Dr. Deleage, a Director of the Company,
is a general partner of Alta V Management Partners, L.P. (which is the
general partner of Alta V Limited Partnership), and also Customs House
Partners. As a general partner of these funds he may be deemed to share
voting and investment powers with respect to the shares held by the
funds. Dr. Deleage disclaims beneficial ownership of all the shares held
by Alta V Limited Partnership and Customs House Partners to the extent of
his proportionate pecuniary interests therein.

(5) Includes ownership by venture capital funds managed by Advent
International Corporation. In its capacity as manager of these funds,
Advent International Corporation exercises sole voting and investment
power with respect to all of the shares held by these funds. Advent
International Corporation exercises its voting and investment power
through a group of four persons: Douglas R. Brown, President and Chief
Executive Officer, Andrew I. Fillat, Senior Vice President responsible
for venture investments in North America, Jason S. Fisherman, Vice
President responsible for the investment in Telik and Janet L. Hennessy,
Vice President responsible for monitoring public securities, none of whom
may act independently and a majority of whom must act in concert to
exercise voting or investment power of the beneficial holdings of such
entity. Therefore, no individual in this group other than Advent
International Corporation is deemed to have sole voting or investment
authority. Douglas R. Brown, Andrew I. Fillat, Jason S. Fisherman and
Janet L. Hennessy disclaim beneficial ownership in these shares, except
to the extent of his or her proportionate interest in Advent
International Investors II Limited Partnership's interest in these
shares.

(6) Includes 469,833 shares issuable to Dr. Wick pursuant to options
exercisable within 60 days of March 1, 2001.

(7) Includes 6,771 shares issuable to Ms. Butitta pursuant to options
exercisable within 60 days of March 1, 2001.

(8) Held by Dr. Gomez, by him and his spouse as trustees of a family trust
and by his minor child who resides with him. Includes 195,001 shares
issuable to Dr. Gomez pursuant to options exercisable within 60 days of
March 1, 2001.

(9) Includes 2,500 shares issuable to Mr. Bethune pursuant to options
exercisable within 60 days of March 1, 2001.

(10) Dr. Deleage, a Director of the Company, is a general partner of Alta V
Management Partners, L.P. (which is the general partner of Alta V Limited
Partnership), and also Customs House Partners. As a general partner of
these funds he may be deemed to share voting and investment powers with
respect to the shares held by the funds. Dr. Deleage disclaims beneficial
ownership of all the shares held by Alta V Limited Partnership and
Customs House Partners to the extent of his proportionate pecuniary
interests therein. Dr. Deleage is also a principal of Alta Partners. Alta
Partners provides investment advisory services to several venture capital
funds including, Alta BioPharma Partners L.P. and Alta Embarcadero

BioPharma Partners, LLC. Alta BioPharma Partners L.P. beneficially owns
803,064 shares of Common Stock and Alta Embarcadero BioPharma Partners,
LLC beneficially owns 30,269 shares of Common Stock. Shares shown as
beneficially owned by Dr. Deleage also include 13,333 shares issuable to
him pursuant to options exercisable within 60 days of March 1, 2001.

(11) Held by Mr. Glick, entities which he may be deemed to control and members
of his family. Includes 19,601 shares issuable to Mr. Glick pursuant to
options exercisable within 60 days of March 1, 2001. Mr. Glick left the
Company's Board of Directors in April 2001.

(12) Includes 10,521 shares issuable to Dr. Martin pursuant to options
exercisable within 60 days of March 1, 2001.

(13) Includes shares described in the notes above, as applicable. Includes
shares which certain executive officers, directors and principal
stockholders of the Company have the right to acquire pursuant to options
exercisable within 60 days of March 1, 2001.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 2000, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.

EXECUTIVE COMPENSATION

Compensation of Directors

The Company does not provide cash compensation to non-employee directors for
serving on the Board of Directors or for attendance at Committee meetings. The
members of the Board of Directors are eligible for reimbursement for their
expenses incurred in connection with attendance at Board and Committee meetings
in accordance with Company policy.

Each non-employee director of the Company also receives stock option grants
under the 2000 Non-Employee Directors' Stock Option Plan (the "Directors'
Plan"). Only non-employee directors of the Company or an affiliate of such
directors (as defined in the Internal Revenue Code) are eligible to receive
options under the Directors' Plan. Options granted under the Directors' Plan
are not intended by the Company to qualify as incentive stock options under the
Internal Revenue Code.

Option grants under the Directors' Plan are non-discretionary. On the
effective date of the Company's initial public offering of its Common Stock,
each non-employee director was granted an option to purchase 20,000 shares of
the Common Stock. Each person who is elected or appointed to be a non-employee
director for the first time after such date will be granted an option to
purchase 20,000 shares of Common Stock upon such election or appointment. On
the day following each Annual Meeting of Stockholders (or the next business day
should such date be a legal holiday), each member of the Company's Board of
Directors who is not an employee of the Company or, where specified by the non-
employee director, an affiliate of such director, is automatically granted
under the Directors' Plan, without further action by the Company, the Board of
Directors or the stockholders of the Company, an option to purchase 5,000
shares of Common Stock of the Company. No other options may be granted at any
time under the Directors' Plan.

The exercise price of options granted under the Directors' Plan is 100% of
the fair market value of the Common Stock subject to the option on the date of
the option grant. The options have a term of 10 years. 25% of the shares
subject to the options will vest on the first anniversary of the grant date and
the remainder will vest in equal monthly installments over the next three
years. The vesting of each option will cease on the date the non-employee
director holding such option ceases to provide services (whether as a director,
employee or consultant) to the Company or one of the Company's affiliates.
Options will terminate three months after the non-employee director's service
with the Company or its affiliates terminates. However, if such termination is
due to the non-employee director's death, or if the non-employee director dies
within three months after his or her service terminates, the exercise period
will be extended to 18 months following death. In the event of a merger of the
Company with or into another corporation or a consolidation, acquisition of
assets or other change of control transaction involving the Company, the
options outstanding under the Directors' Plan may be assumed or substituted by
the surviving entity. Otherwise, the vesting of the options held by those
directors whose continuous service has not terminated shall accelerate in full
and the options will terminate if not exercised at or prior to such change of
control transaction.

During the last fiscal year, the Company granted options covering 20,000
shares to each non-employee director of the Company, at an exercise price per
share of $7.063. The fair market value of such Common Stock on the date of
grant was $7.063 per share (based on the closing sales price reported on the
Nasdaq National Market for the date of grant). As of March 1, 2001, no options
had been exercised under the Directors' Plan.

COMPENSATION OF EXECUTIVE OFFICERS

Summary of Compensation

The following table shows for the fiscal years ended December 31, 2000 and
1999, compensation awarded or paid to, or earned by, the Company's Chief
Executive Officer and its other two most highly compensated executive officers
at December 31, 2000 (the "Named Executive Officers"). There were no other
executive officers during this period. As permitted by the rules promulgated by
the SEC, no amounts are shown for the year ended December 31, 1998.

Long-Term
Compensation
------------
Annual
Compensation Securities
----------------- Underlying Other
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ---- -------- -------- ------------ ------------

Michael M. Wick............... 2000 $300,000 $150,000 200,000 --
President, Chief Executive 1999 270,000 -- 150,000 --
Officer and Chairman(1)

Reinaldo F. Gomez............. 2000 180,000 5,000 25,000 --
Vice-President, Product 1999 209,467 -- -- --
Development

Cynthia M. Butitta............ 2000 120,000 5,000 50,000 --
Chief Operating Officer and 1999 120,000 -- -- --
Chief Financial Officer(2)

- --------
(1) Dr. Wick was promoted to Chief Executive Officer in July 1999 and Chairman
in January 2000.

(2) Ms. Butitta was promoted to the position of Chief Operating Officer in
March 2001.

STOCK OPTION GRANTS AND EXERCISES

The Company grants options to its employees, including executive officers,
under its 2000 Equity Incentive Plan. As of March 1, 2001, options to purchase
a total of 576,750 shares were outstanding under the Incentive Plan and options
to purchase 2,557,052 shares remained available for grant thereunder. Prior to
the Company's initial public offering, the Company granted options to its
employees, including executive officers, under its 1996 and 1988 Stock Option
Plans, which both terminated as of the effective date of the initial public
offering, and outside the plans. No new stock options are being granted under
the 1996 and 1988 Stock Option Plans and, as of March 1, 2001, 1,988,613,
shares are outstanding under these plans and outside the plans. Options
generally vest over a four-year period. Generally, 25% of the initial option
grant vests on the one-year anniversary of employment and the remainder vests
in a series of equal monthly installments beginning on the one-year anniversary
of employment and continuing over the next three years of service. Subsequent
options granted generally vest according to a similar schedule beginning on the
date of grant. The exercise price per share is equal to the fair market value
of the Company's Common Stock on the date of grant, as determined in accordance
with the provisions of the 2000 Equity Incentive Plan based on the closing
prices for the Company's Common Stock on the Nasdaq National Market. In the
event of a merger of the Company with or into another corporation or a
consolidation, acquisition of assets or other change of control transaction
involving the Company, the options outstanding under the Incentive Plan may be
assumed or substituted by the surviving entity. Otherwise, the vesting of the
options held by those participants whose continuous service has not terminated
shall accelerate in full and the options will terminate if not exercised at or
prior to such change of control transaction.

The following tables show for the fiscal year ended December 31, 2000,
certain information regarding options granted to, exercised by, and held at
year end by, the Named Executive Officers:

Option Grants in Last Fiscal Year

Individual Grants
-------------------------
Potential Realizable
Value at Assumed
Percentage of Annual Rates of Stock
Number of Total Options Price Appreciation
Securities Granted to Exercise for Option Term(3)
Underlying Employees in Price Expiration ---------------------
Name Options Fiscal Year(1) ($/sh)(2) Date 5% ($) 10% ($)
---- ---------- -------------- --------- ---------- ---------- ----------

Michael M. Wick......... 200,000 28.6% $ 8.25 12/15/10 $1,039,500 $2,623,500
President, Chief
Executive Officer and
Chairman

Cynthia M. Butitta...... 25,000 3.6% 2.00 3/21/10 31,500 79,500
Chief Operating Officer 25,000 3.6% 10.125 9/11/10 159,469 402,469
and Chief Financial
Officer(4)

Reinaldo F. Gomez....... 25,000 3.6% 10.125 9/11/10 159,469 402,469
Vice-President, Product
Development

- --------
(1) The percentage of total options was calculated based on options to purchase
an aggregate of 698,922 shares of Common Stock granted to employees under
the Company's stock option plans in 2000.

(2) All options were granted at the fair market value of the Company's Common
Stock on the date of grant.

(3) The potential realizable value is calculated based on the term of the
option at its time of grant. It is calculated by assuming that the stock
price on the date of grant appreciates at the indicated annual rate,
compounded annually for the entire term of the option and that the option
is exercised and sold on the last day of its term for the appreciated stock
price. No gain to the option holder is possible unless the stock price
increases over the option term. The 5% and 10% assumed rates of
appreciation are derived from the rules of the SEC and do not represent the
Company's estimate or projection of the future Common Stock price.

(4) Ms. Butitta was promoted to the position of Chief Operating Officer in
March 2001.

Aggregated Option Exercises in Last Fiscal Year, and
Fiscal Year End Option Values

Number of Securities Value of
Shares Value Underlying Options at In-the-Money Options
Acquired on Realized December 31, 2000 (#) at December 31, 2000 ($)
Name Exercise(#) ($)(1) Exercisable/Unexercisable Exercisable/Unexercisable(2)
---- ----------- -------- ------------------------- ----------------------------

Michael M. Wick......... -- -- 411,500/487,500 $2,067,788/$1,444,688
President, Chief
Executive Officer and
Chairman
Cynthia M. Butitta...... 96,000 $38,400 -- /50,000 -- /115,625
Chief Operating Officer
and Chief Financial
Officer(3)
Reinaldo F. Gomez....... -- -- 186,667/68,750 982,502/219,844
Vice-President, Product
Development

- --------
(1) The value realized is based on the fair market value of the Company's
Common Stock on the date of exercise minus the exercise price.

(2) Amounts shown in the value of unexercised in-the-money options at December
31, 2000 column are based on the fair market value of $6.625 per share
without taking into account any taxes that may be payable in connection
with the transaction, multiplied by the number of shares underlying the
option, less the aggregate exercise price payable for these shares.

(3) Ms. Butitta was promoted to the position of Chief Operating Officer in
March 2001.

EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS

The Company entered into an employment agreement with Michael M. Wick in
August 1999 upon his promotion to the position of Chief Executive Officer. In
December 1999, Dr. Wick was elected Chairman of the Board which became
effective in January 2000. Either Telik or Dr. Wick may terminate his
employment at any time for any reason. If Dr. Wick is terminated without cause,
he is entitled to receive as severance, continued payment of his base salary
and health care benefits for twelve months. The monthly vesting of stock
options will also continue for the same twelve months.

The Company entered into an employment agreement with Reinaldo F. Gomez in
September 1999 which expired by its own terms on August 31, 2000.

The Company entered into an employment agreement with Cynthia M. Butitta in
February 2001 which became effective in March 2001 upon her promotion to the
position of Chief Operating Officer and Chief Financial Officer. This agreement
superseded Ms. Butitta's July 1998 employment agreement with the Company. Ms.
Butitta was granted an option to purchase 250,000 shares of the Company's
Common Stock at an exercise price of $3.94 per share. Either Telik or
Ms. Butitta may terminate her employment at any time. There are no severance
provisions.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION*

The Compensation Committee of the Board of Directors (the "Committee") is
composed of three non-employee directors. The Committee is responsible for
setting and administering the policies which govern annual executive salaries,
bonuses (if any) and stock ownership programs. The Committee annually evaluates
the performance and determines the compensation of the Chief Executive Officer
("CEO") and the other executive officers of the Company based upon a mix of the
achievement of corporate goals, individual performance and comparisons with
other biopharmaceutical companies. The CEO is not present during the discussion
of his compensation. Prior to the formation of the Committee in March 2000, the
full Board of Directors carried the responsibilities of determining executive
compensation

The policies of the Committee with respect to executive officers, including
the CEO, are to provide compensation sufficient to attract, motivate and retain
executives of outstanding ability and potential and to establish an appropriate
relationship between executive compensation and the creation of stockholder
value. To meet these goals, the Committee has adopted a mix among the
compensation elements of salary, bonus and stock options. In general, the
salaries and stock option awards of executive officers are not determined by
the Company's achievement of specific corporate performance criteria. Instead
the Committee determines the salaries for executive officers based upon review
of professional compensation reports and other salary surveys. These
compensation reports and surveys focus upon biopharmaceutical companies, such
as those that make up the Nasdaq Biotechnology Index. Based upon this
information, the executive officers' salaries are set at what the Committee
believes to be competitive levels relative to other biopharmaceutical
companies. The executive officers' stock options are also set at what the
Committee believes to be competitive levels, based upon the information noted
above and after consideration of the number of stock options authorized for
issuance and the total number of stock options to be awarded. In determining
where a given officer's total compensation, including the CEO's, is set, the
Committee subjectively evaluates such factors as the individual's performance
and contribution to the attainment of corporate performance goals.

Based on the reports and surveys of biopharmaceutical companies described
above, bonuses are set at what the Committee believes to be competitive levels.
However, payment of bonuses is also linked to the attainment of specified
corporate goals which the Committee (or prior to the formation of the
Committee, the Board of Directors) sets at the meeting during which management
presents the financial plan for the next year. Among other things, the
attainment of these goals determine whether a bonus will be paid to all
employees and the amount of funding available for the bonus pool.

The Committee uses the same procedures described above for the other
executive officers in setting the annual salary, bonus and stock option awards
for the CEO. For the CEO's bonus for services rendered in 2000, the corporate
performance goals related to the completion of fundraising activities,
including the Company's initial public offering, and the advancement of
clinical development programs, including TLK 286 and TLK 199, among others. The
Committee determined that the specified corporate goals were attained for
services rendered in 2000, based upon the Company's plans and objectives set by
the Board of Directors.

Section 162(m) of the Internal Revenue Code limits the Company to a
deduction for federal income tax purposes of no more than $1 million of
compensation paid to certain Named Executive Officers in a taxable year.
Compensation above $1 million may be deducted if it is "performance-based
compensation" within the meaning of the Internal Revenue Code. The Compensation
Committee has not yet established a policy for
- --------
* The material in this report is not "soliciting material," is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any
filing of the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934.

determining which forms of incentive compensation awarded to its Named
Executive Officers shall be designed to qualify as "performance-based
compensation."

The Compensation Committee:

Stefan Ryser
Jean Deleage
David R. Bethune

Compensation Committee Interlocks and Insider Participation

The Company's Compensation Committee consists of three outside directors:
Drs. Ryser and Deleage and Mr. Bethune. None of the members of the Compensation
Committee is currently or has been at any time one of the Company officers or
employees.

Performance Measurement Comparison*

The following graph shows the total stockholder return of an investment of
$100 in cash on August 11, 2000 for (i) the Company's Common Stock, (ii) the
Nasdaq Composite Index and (iii) the Nasdaq Biotechnology Index (the "Nasdaq
Biotech"). All values assume reinvestment of the full amount of all dividends
and are calculated as of December 31 of each year:

[PERFORMANCE GRAPH APPEARS HERE]

August 11, December 31,
2000 2000
---------- ------------

Telik, Inc. ........................................ $100 $94
Nasdaq Composite Index with Dividends Reinvested.... 100 65
Nasdaq Biotechnology Index.......................... 100 89

- --------
* This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of the Company
under the Securities Act of 1933 or the Securities Exchange Act of 1934
whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.

CERTAIN TRANSACTIONS

During the fiscal year ended December 31, 2000, the Company issued and sold
in March 2000 in a private placement transaction 1,000,000 shares of Series K
preferred stock, which converted into 1,000,000 shares of Common Stock upon
completion of the Company's initial public offering in August 2000, for an
aggregate price of $6,000,000 to entities affiliated with Alta BioPharma
Partners, L.P. of which Dr. Deleage, one of the Company's directors, is a
general partner, and to International BM Biomedicine Holdings AG.

The Company entered into an amended and restated registration rights
agreement with each of the purchasers of preferred stock set forth above,
pursuant to which these and other stockholders will have registration rights
with respect to their shares of Common Stock issuable upon conversion of their
preferred stock following the initial public offering.

Since October 1998, Dr. Gail L. Brown has served as a consultant to the
Company on matters involving the clinical development of the Company's
products. Dr. Brown is the spouse of Dr. Wick, the Company's President, Chief
Executive Officer and Chairman. From January 1, 2000 through December 31, 2000,
the Company paid Dr. Brown an aggregate of $255,000 for professional services
to Telik and reimbursed her $36,106 for expenses.

In June 2000, the Company made a loan to Ms. Butitta in connection with the
exercise of her option to purchase 96,000 shares of the Company's Common Stock.
This full recourse loan has a principal amount of $153,600, bears an annual
interest rate of 6.5% and is due in June 2003.

The Company has entered into indemnification agreements with its directors
and certain officers for the indemnification and advancement of expenses to
these persons to the fullest extent permitted by law. The Company also intends
to enter into those agreements with its future directors and officers.

OTHER MATTERS

The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.

By Order of the Board of Directors

/s/ Deborah A. Marshall

Deborah A. Marshall
Secretary

April 24, 2001

APPENDIX A

AUDIT COMMITTEE CHARTER

The Charter of the Company's Audit Committee is as follows:

Purpose

The purpose of the Audit Committee (the "Committee") of the Board of
Directors (the "Board") of Telik, Inc., a Delaware corporation (the "Company"),
will be to (i) study, review and evaluate the Company's accounting, auditing
and reporting practices, including internal audit and control functions; (ii)
serve as a focal point for communication between non-committee directors, the
Company's independent accountants and the Company's management; and (iii)
monitor transactions between the Company and its employees, officers and
members of the Board, or any affiliates of the foregoing.

Composition

The Committee will be comprised of three or more independent members of the
Board, all of whom must be able to read and understand financial statements and
at least one of whom must have past employment experience that results in that
individual's financial sophistication. The members of the Committee will be
appointed by and serve at the discretion of the Board.

Functions and Authority

The operation of the Committee will be subject to the provisions of the
Bylaws of the Company, the Delaware General Corporation Law, and the corporate
laws of any other state that may apply to the Company in the future, each as in
effect from time to time. The Committee will have the full power and authority
to carry out the following responsibilities:

1. Make recommendations to the Board annually regarding the firm of
certified public accountants to be employed by the Company as its independent
auditors for the ensuing year, and make recommendations regarding other
appropriate courses of action to be taken in connection with services performed
for the Company by the independent auditors.

2. Review the engagement of the independent auditors, including the scope,
extent and procedures of the audit, the compensation to be paid therefor and
all other matters the Committee deems appropriate.

3. Have familiarity, through the individual efforts of its members, with the
accounting and reporting principles and practices applied by the Company in
preparing its financial statements, including without limitation, the policies
for recognition of revenues in financial statements.

4. Review with management and the independent auditors, upon completion of
their audit, financial results for the year, as reported in the Company's
financial statements, or other disclosures.

5. Assist and interact with the independent auditors to enable them to
perform their duties in the most efficient and cost effective manner.

6. Evaluate the cooperation received by the independent auditors during
their audit examination, including their access to all requested records, data
and information, and elicit the comments of management regarding the
responsiveness of the independent auditors to the Company's needs.

7. Review the Company's balance sheet, profit and loss statement and
statements of cash flows and stockholders' equity for each interim period, and
any changes in accounting policy that have occurred during the interim period.

A-1

8. Review and approve all professional services provided to the Company by
its independent auditors and consider the possible effect of such services on
the independence of such auditors, including without limitation the
compatibility of nonaudit services with the auditors' independence.

9. Consult with the independent auditors and discuss with management the
scope and quality of internal accounting and financial reporting controls in
effect.

10. Investigate, review and report to the Board the propriety and ethical
implications of any transactions, as reported or disclosed to the Committee by
the independent auditors, employees, officers, members of the Board or
otherwise, between the Company and any employee, officer or member of the Board
of the Company or any affiliates of the foregoing.

11. Perform such other functions and have such power as may be necessary or
convenient in the efficient and lawful discharge of the foregoing.

Meetings

The Committee will hold at least one regular meeting per year and additional
meetings as the Committee deems appropriate. The Chairman of the Board,
President, Chief Executive Officer and Chief Financial Officer may attend any
meeting of the Committee, except for portions of the meetings where his, her or
their presence would be inappropriate, as determined by the Committee Chairman.

Minutes and Reports

Minutes of each meeting will be kept and distributed to each member of the
Committee, members of the Board who are not members of the Committee and the
Secretary of the Company. The Chairman of the Committee will report to the
Board from time to time, or whenever so requested by the Board.

A-2

Appendix B

Form of Proxy

Telik, Inc.

Proxy Solicited By The Board Of Directors for The Annual Meeting Of Stockholders
To Be Held On May 24, 2001

The undersigned hereby appoints Michael M. Wick, Cynthia M. Butitta and
Reinaldo F. Gomez and each of them, as attorneys and proxies of the undersigned,
with full power of substitution, to vote all of the shares of stock of Telik,
Inc., which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders of Telik, Inc. to be held at the offices of Telik, Inc. at 750
Gateway Boulevard, South San Francisco, CA 94080 on Thursday, May 24, 2001 at
9:00 a.m. (local time), and at any and all postponements, continuations and
adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.

Unless A Contrary Direction Is Indicated, This Proxy Will Be Voted For Proposa1
1 and For Proposal 2, As More Specifically Described In The Proxy Statement. If
Specific Instructions Are Indicated, This Proxy Will Be Voted In Accordance
Therewith.

(Continued and to be signed on other side)

Fold And Detach Here

Please mark [ ]
your vote
as indicated

The Board Of Directors Recommends A Vote For Proposal 1.

Proposal 1: To elect one director, Michael M. Wick, to hold office until the
2004 Annual Meeting of Stockholders

[ ] For [ ] Against [ ] Abstain

The Board Of Directors Recommends A Vote For Proposal 2.

Proposal 2: To ratify the selection of Ernst & Young LLP as independent auditors
of the Company for its fiscal year ending December 31, 2001.

[ ] For [ ] Against [ ] Abstain

Please Vote, Date And Promptly Return This Proxy In The Enclosed Return Envelope
Which Is Postage Prepaid If Mailed In The United States.

Dated ______________, 2001 ______________________________________________

Signature(s)

Please sign exactly as your name appears hereon. If the stock is
registered in the names of two or more persons, each should sign.
Executors, administrators, trustees, guardians and attorneys-in-
fact should add their titles. If signer is a corporation, please
give full corporate name and have a duly authorized officer sign,
stating title. If signer is a partnership, please sign in
partnership name by authorized person.