UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
---------------------

FORM 10-K/A

Amendment No. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000

[_] 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: 000-31265
---------------------------------
TELIK, INC.
(Exact name of registrant as specified in its charter)

-------------------------------------------------------------------------------------------
Delaware 93-0987903
-------- ----------
-------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
-------------------------------------------------------------------------------------------

750 Gateway Boulevard, South San Francisco, CA 94080
(Address, including zip code, of principal executive offices)

Registrant's telephone number, including area code:(650) 244-9303

Securities registered pursuant to section 12(b) of the act: none

Securities registered pursuant to section 12(g) of the act:

Common stock $0.01 par value
(Title of Class)

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant (based on the closing sale price of the Common Stock as reported on
the Nasdaq Stock Market on March 15, 2001 was approximately $67,008,492. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes. The number of outstanding shares of the Registrant's Common
Stock as of the close of business on March 15, 2001 was 22,780,903.

DOCUMENTS INCORPORATED BY REFERENCE

Items 11 and 12 of Part III incorporate information by reference from
the definitive proxy statement for the Registrant's Annual Meeting of
Stockholders held on May 24, 2001.

EXPLANATORY NOTE

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934,
as amended, the Registrant is filing this first amendment to its Annual Report
on Form 10-K for the fiscal year ended December 31, 2000 to amend Items 13 and
14 and certain of the exhibits previously filed on March 28, 2001.

PART III

Item 13. Certain Relationships and Related 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. Jean 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.

In February 2001, the Company entered into amendments to its Collaboration
Agreement, License Agreement and Screening Services Agreement with Sanwa Kagaku
Kenkyusho Co., Ltd., as more specifically described in Item 1, "Business -
Collaborative Relationships." The Company received an aggregate of $8.25 million
under the Collaboration Agreement and may receive up to $12.25 million more in
the future. In addition, in connection with these agreements, Sanwa has made
equity investments in the Company in an aggregate amount of $11.00 million.

The following table sets forth the shares of common stock issued to Sanwa
upon conversion at the time of the Company's initial public offering in August
2000 of Sanwa's holdings of preferred stock:

-----------------------------------------------------------------------------
Shares of Common Stock Issued to Sanwa Kagaku Kenkyusho Co., Ltd. upon
Conversion of:
-----------------------------------------------------------------------------
Series H Series I Series J Total
Preferred Stock Preferred Stock Preferred Stock Consideration
-----------------------------------------------------------------------------
540,540 714,285 1,190,476 $11,000,000
-----------------------------------------------------------------------------

The Company completed private placements of the Series H preferred stock, Series
I preferred stock and Series J preferred stock in December 1996, September 1997
and October 1998, respectively. As of March 15, 2001, Sanwa continued to hold
2,445,301 shares, representing 10.7% of the Company's outstanding common stock.

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.

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) The following documents are filed as part of this Report:

1. Financial Statements. The following financial statements of the
Company and the Report of Ernst & Young LLP, Independent
Auditors, are included in Part IV of this Report by reference to
the Annual Report on Form 10-K for the fiscal year ended December
31, 2000 as filed on March 28, 2001 and on the pages indicated:

Page
----
Report of Ernst & Young, LLP, Independent Auditors F-1
Balance Sheets F-2
Statements of Operations F-3
Statement of Stockholder's Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6

2. Financial Statement Schedules. All schedules are omitted because
they are not applicable or the required information is shown in
the consolidated financial statements or the notes thereto.

3. Exhibits:

EXHIBIT INDEX

Exhibit
Number Description
------ -----------
3.1 Amended and Restated Certificate of Incorporation. (1)
3.2 Amended and Restated Bylaws. (1)
4.1 Specimen Common Stock Certificate. (2)
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 Warrant issued to Steven M. Costella, Trustee under the
Steven M. Costella Trust, for purchase of shares of Series E
preferred stock. (1)

4.4 Warrant issued to William Kirsch for purchase of shares of
Series E preferred stock. (1)

4.5 Warrant issued to Glen McLaughlin for purchase of shares of
Series E preferred stock. (1)
4.6 Warrant issued to Venture Lending and Leasing, Inc. for purchase
of shares of Series H preferred stock. (1)
10.1 Form of Indemnity Agreement. (1)(3)
10.2 2000 Equity Incentive Plan and related documents. (3)(4)
10.3 2000 Employee Stock Purchase Plan and Offering. (3)(4)
10.4 2000 Non-Employee Directors' Stock Option Plan and Agreement.
(3)(4)
10.5 1996 Stock Option Plan and forms of grant thereunder (3)(4)
10.6 1988 Stock Option Plan and forms of grant thereunder (3)(4)
10.7 Form of Non-Plan Stock Option Agreement (3)(4)
10.8* Collaborative Research Agreement between Telik and Sankyo
Company, Ltd., dated March 24, 1999, as amended. (5)
10.9* Collaboration Agreement between Telik and Sanwa Kagaku Kenkyusho
Co., Ltd., dated December 20, 1996, as amended. (5)
10.10* License Agreement between Telik and Sanwa Kagaku Kenkyusho Co.,
Ltd., dated September 24, 1997, as amended. (5)
10.11* Screening Services Agreement between Telik and Sanwa Kagaku
Kenkyusho Co., Ltd., dated December 20, 1996, as amended. (1)
10.12**+ Third Amendment to Collaborative Agreement between Telik and
Sanwa Kagaku Kenkyusho Co., Ltd., dated February 14, 2001.
10.13** Third Amendment to Screening Services Agreement between Telik
and Sanwa Kagaku Kenkyusho Co., Ltd., dated February 14, 2001.
10.14+ Second Amendment to License Agreement between Telik and Sanwa
Kagaku Kenkyusho Co., Ltd., dated February 14, 2001.
10.15** License Agreement between Telik and the University of Arizona,
dated January 8, 2001.
10.16 Consulting Agreement for Individual Consultants between Gail L.
Brown, MD and Telik, dated October 20, 1998, as amended. (1)
10.17+ Employment Agreement between Cynthia M. Butitta and Telik,
dated February 5, 2001. (3)
10.18 Employment Agreement between Michael M. Wick, MD, PhD and Telik,
dated December 10, 1997, as amended. (1)
10.16+ Employment Agreement between Wm. David Henner, MD, PhD and
Telik, dated December 10, 2000.
10.17 Lease between Telik and Chamberlin Associates--Oyster Point
Phase I L.P., dated July 25, 1997, as amended. (1)
23.1+ Consent of Ernst & Young LLP, Independent Auditors.

(1) Incorporated by reference to exhibits to the Company's Registration
Statement on Form S-1 filed on April 4, 2000 (File No. 333-33868).

(2) Incorporated by reference to exhibit to the Company's Registration
Statement on Form S-1 filed on July 3, 2000 (File No. 333-33868).

(3) Management contract or compensatory arrangement.

(4) Incorporated by reference to exhibit to the Company's Registration
Statement on Form S-8 filed on August 30, 2000 (File No. 333-44826).

(5) Incorporated by reference to exhibit to the Company's Registration
Statement on Form S-1 filed on August 7, 2000 (File No. 333-33868).

* Confidential treatment has been granted for portions of this document. The
information omitted pursuant to such confidential treatment order has been filed
separately with the Securities and Exchange Commission.

** Portions hereof have been omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment in
accordance with Rule 24b-2.

+ Previously filed on March 28, 2001.

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the fiscal quarter ended December 31,
2000.

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.

Dated September 20, 2001 TELIK, INC.

/s/ Michael M. Wick, MD, PhD
----------------------------
Michael M. Wick, MD, PhD
President, Chief Executive Officer and Chairman
(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael M. Wick, MD, PhD and Cynthia M
Butitta, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments to
this Report, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
all said attorneys-in-fact and agents, or any of them or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

Signature Title Date
--------- ----- ----

/s/ Michael M. Wick, MD, PhD President, Chief Executive Officer and September 20, 2001
----------------------------
Michael M. Wick, MD, PhD Director (Principal Executive Officer)

/s/ Cynthia M. Butitta Chief Operating Officer and Chief Financial September 20, 2001
----------------------
Cynthia M. Butitta Officer (Principal Financial and Accounting
Officer)

Director
---------------------
Jean Deleage, PhD

/s/ David R. Bethune Director September 20, 2001
--------------------
David R. Bethune

/s/ David W. Martin, Jr., MD Director September 20, 2001
----------------------------
David W. Martin, Jr., MD

/s/ Stefan Ryser, PhD Director September 20, 2001
---------------------
Stefan Ryser, PhD